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REVISED NOTICE OF GUARANTEED DELIVERY
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BLUELINX HOLDINGS INC.
NOT OWNED BY CERBERUS ABP INVESTOR LLC
AT
$4.00 NET PER SHARE
BY
CERBERUS ABP INVESTOR LLC
AND CERBERUS CAPITAL MANAGEMENT, L.P.
THE AMENDED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, OCTOBER 8, 2010, UNLESS THE AMENDED OFFER IS EXTENDED.
This Revised Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Amended Offer (as defined below) if certificates for Shares (as defined below) are not immediately available, if the procedure for book-entry transfer cannot be completed on a timely basis or if time will not permit all required documents to reach Registrar and Transfer Company (the "Depositary") on or prior to the Expiration Date, which is 12:00 Midnight, New York City Time, on Friday, October 8, 2010, unless we extend the period of time for which the Amended Offer is open, in which case the Expiration Date will be the latest time and date on which the Amended Offer, as so extended, expires. This form may be delivered by hand, transmitted by facsimile transmission or mailed to the Depositary. See "THE AMENDED OFFER—Section 3. Procedures for Tendering Shares" in the Second Supplement to the Offer to Purchase.
Registrar and Transfer Company
By Mail: | By Facsimile Transmission: | By Hand or Overnight Courier: | ||
Registrar and Transfer Company Attn: Reorg/Exchange Dept. P.O. Box 645 Cranford, New Jersey 07016 | Registrar and Transfer Company Attn: Reorg/Exchange Dept. (908) 497-2311 | Registrar and Transfer Company Attn: Reorg/Exchange Dept. 10 Commerce Drive Cranford, New Jersey 07016 |
Delivery of this Revised Notice of Guaranteed Delivery to an address other than one set forth above or transmission of instructions via facsimile number other than the facsimile number set forth above will not constitute a valid delivery to the Depositary.
This Revised Notice of Guaranteed Delivery to the Depositary is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" (as defined in the Offer to Purchase) under the instructions thereto, such signature guarantees must appear in the applicable space provided in the signature box on the revised Letter of Transmittal. Do not send share certificates with this notice. Share certificates should be sent with your revised Letter of Transmittal.
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the revised Letter of Transmittal or an Agent's Message (as defined in the Offer to Purchase, as amended and supplemented) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to Cerberus ABP Investor LLC, a Delaware limited liability company, and Cerberus Capital Management, L.P., a Delaware limited partnership, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 2, 2010 (the "Offer to Purchase"), the Supplement to the Offer to Purchase, dated August 19, 2010, and the Second Supplement to the Offer to Purchase, dated September 22, 2010, and the related revised Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Amended Offer"), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.01 per share (the "Shares"), of BlueLinx Holdings Inc., a Delaware corporation, set forth below, pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase, as amended and supplemented.
Number of Shares Tendered: | Name(s) of Record Holder(s) | |
(please print) | ||
Certificate No(s) (if available): | ||
Address(es): | ||
(Zip Code) | ||
o Check if Shares will be tendered by book-entry transfer. | Area Code and Telephone No(s) : | |
Name of Tendering Institution: | ||
Signature(s): | ||
Account No.: | ||
Dated: , 2010 |
2
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program, New York Stock Exchange Inc. Medallion Signature Program or any other "eligible guarantor institution" (as such term is defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) represents that the above named person(s) "own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act ("Rule 14e-4"), (b) represents that such tender of Shares complies with Rule 14e-4 and (c) guarantees to deliver to the Depositary either the certificates evidencing all tendered Shares, in proper form for transfer, or to deliver Shares pursuant to the procedure for book-entry transfer into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility"), in either case together with the Letter of Transmittal (or a facsimile thereof) properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within three NYSE trading days after the date hereof.
Name of Firm: | (Authorized Signature) | |
Address: | Title: | |
(Zip Code) | Name: | |
(Please Type or Print) | ||
Area Code and Telephone Number: | ||
Dated: , 2010 |
- NOTE:
- DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
3
GUARANTEE (Not to be used for signature guarantee)