Huttig Building Products 10K 2004 Annual report | SEC Filing

Exhibit 10.27

ASSET PURCHASE AND SALE AGREEMENT

THIS ASSET PURCHASE AND SALE AGREEMENT is entered into as of this 11th day of January 2005, by and between Huttig Building Products, Inc., a Delaware corporation (“Huttig”), and Hendricks Companies, Inc., an Alabama corporation (the “Buyer”). Capitalized terms are defined inArticle 1.

RECITALS

A. The Buyer desires to purchase the Purchased Assets and assume the Assumed Liabilities from Huttig, on the following terms and conditions; and

B. Huttig desires to sell the Purchased Assets, and to assign the Assumed Liabilities to the Buyer, on the following terms and conditions.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, representations, warranties, conditions, and agreements hereinafter expressed, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

Without limiting the effect of any other terms defined in the text of this Agreement, the following words shall have the meaning given them in thisArticle 1:

1.1 “Affiliate” means, with respect to any Person, any other Person which is controlling, controlled by, or under common control with, directly or indirectly through any Person, the Person referred to, and, if the Person referred to is a natural person, any member of such Person’s immediate family. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”) as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

1.2 “Agreement” means this Agreement as executed on the date hereof and as amended or supplemented in accordance with the terms hereof, including the Disclosure Schedule and all Exhibits hereto.

1.3 “Assigned Leases” means the Leases for the Facilities located in Memphis, Tennessee, and Mobile, Alabama.

1.4 “Assumed Liabilities” has the meaning set forth inSection 2.3.

1.5 “Benefit Plans” means all written material employee benefit plans and programs of Huttig (in respect of the Business) or otherwise applicable to Employees as of the date hereof, including plans and programs providing for pension, retirement, profit sharing, savings, bonus, deferred or incentive compensation, hospitalization, medical, life or disability insurance, vacation and paid holiday, termination or severance pay, restricted stock, stock option or stock appreciation rights benefit plans.

1.6 “Business” means the business of the Builder Resource Division of Huttig conducted at the Facilities, as such business has been conducted by Huttig on the date hereof.

1.7 “Business Day” means any day which is not a Saturday, Sunday or a legal holiday in the State of Missouri, United States of America.

1.8 “Buyer” has the meaning set forth in the preamble.

1.9 “Closing” means the consummation of the transactions contemplated by this Agreement, as provided for inSection 2.6.

1.10 “Closing Date” means January 17, 2005 or such other date as shall be mutually agreed upon by the Parties.

1.11 “Code” means the United States Internal Revenue Code of 1986, as amended.

1.12 “Contract” means any contract, lease, binding commitment, or instrument to which Huttig (in respect of the Business) is a party or by which it is bound.

1.13 “Disclosure Schedule” means the schedule, dated the date hereof of and as may be amended or supplemented from time to time on or prior to closing, exceptions to the representation and warranties made, and the listings of information provided, by Huttig hereunder.

1.14 “Effective Time” means the effective time of the Closing, which shall be deemed to be 12:00 a.m. Central Standard Time on the Closing Date.

1.15 “Employees” means the individuals listed onExhibit A, which shall be updated by Huttig and delivered to the Buyer at the Closing, who as of the date of this Agreement and, as such Exhibit may be updated, as of the Effective Time, are all of the employees of Huttig who are primarily employed in the Business.

1.16 “Encumbrances” means material mortgages, liens, charges, claims, security interests, easements or other encumbrances.

1.17 “Environmental Law” means all material laws, regulations or orders relating to pollution or protection of the environment, and all material permits, approvals, consents or other authorizations by or pursuant to any such laws, regulations or orders.

1.18 “Excluded Assets” has the meaning set forth inSection 2.2.

1.19 “Excluded Liabilities” has the meaning set forth inSection 2.4.

1.20 “Facilities” means the facilities of the Business at the addresses listed onExhibit B.

1.21 “Financial Statements” means the unaudited balance sheets of the Business as of December 31, 2002 and 2003, and September 30, 2004, and the related unaudited statements of operations for the periods then ended, and for the nine-month period ended September 30, 2004.

1.22 “GAAP” means generally accepted accounting principles and practices which are used in the United States and recognized as such by the American Institute of Certified Public Accountants acting through its Accounting Principles Board or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof, as in effect as of the date of this Agreement.

1.23 “Huttig” has the meaning set forth in the preamble.

1.24 “Indemnifying Party” has the meaning set forth inSection 9.3.

1.25 “Indemnity Threshold” has the meaning set forth inSection 9.6.

1.26 “Injured Party” has the meaning set forth inSection 9.3.

1.27 “Knowledge” or “knowledge” means a Person’s actual knowledge (i.e., the conscious awareness of facts or other information) after due inquiry. The words “know,” “knowing” and “known” shall be construed accordingly. In the case of Huttig, “Knowledge” or “knowledge” means the knowledge of the persons listed onExhibit C

1.28 “Law” means any statute, law, ordinance, decree, order, injunction, rule, directive, or regulation of any government or quasi-governmental authority, and includes rules and regulations of any regulatory or self-regulatory authority compliance with which is required by Law.

1.29 “Leased Personal Property” has the meaning set forth inSection 3.10.

1.30 “Leased Real Property” has the meaning set forth inSection 3.10.

1.31 “Leases” has the meaning set forth inSection 3.10.

1.32 “Loss” or “Losses” means each and all of the following items to the extent actually paid or incurred: losses, liabilities, damages, judgments, fines, costs, penalties, amounts paid in settlement and reasonable out-of-pocket costs and expenses incurred in connection therewith (including, without limitation, costs and expenses of suits and proceedings, and reasonable fees and disbursements of counsel), but net of any insurance proceeds received or receivable by the Injured Party with respect to such Losses and net of any tax benefit received or receivable by the Injured Party in respect of such Losses. Losses shall not include any Tax which becomes due or payable as a result of receipt of an indemnification payment made pursuant to this Agreement.

1.33 “Material Adverse Effect” means a material adverse effect on the assets, business, financial condition or results of operations of the Business taken as a whole, but shall not be deemed to include (i) any changes resulting from general economic, regulatory or political conditions, (ii) acts attributable to, omissions by or circumstances affecting the Buyer and/or its Affiliates, (iii) circumstances that affect the industries in which the Business operates generally, or (iv) any changes resulting from the announcement or pendency of the transactions provided for in this Agreement.

1.34 “Material Contract” has the meaning set forth inSection 3.13.

1.35 “Maximum Indemnity Amount” has the meaning set forth inSection 9.6.

1.36 “Notice of Claim” has the meaning set forth inSection 9.3.

1.37 “Ordinary Course” means, with respect to the Business, the ordinary course of commercial operations customarily engaged in by the Business.

1.38 “Owned Real Property” has the meaning set forth inSection 3.9.

1.39 “Party” means either Huttig or the Buyer, and “Parties” means both of them.

1.40 “Permitted Encumbrances” means, collectively, (a) Encumbrances that are disclosed in the Disclosure Schedule, (b) liens for Taxes, fees, levies, duties or other governmental charges of any kind which are not yet delinquent or are being contested in good faith by appropriate proceedings, (c) liens for mechanics, materialmen, laborers, employees, suppliers or similar liens arising by operation of law for amounts which are owed, but not yet delinquent, and (d) in the case of real property, any matters, restrictions, covenants, conditions, limitations, rights, rights-of-way, encumbrances, encroachments, reservations, easements, agreements and other matters of record, such state of facts of which an accurate survey or inspection of the property would reveal, and the provisions of any Law.

1.41 “Person” shall be construed broadly and shall include an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof).

1.42 “Prepaid Expenses” means all payments made and deposits with suppliers for inventory, goods and services used in the conduct of the Business that have not been delivered to the Business.

1.43 “Proratable Items” has the meaning set forth inSection 2.8(c).

1.44 “Purchase Price” has the meaning set forth inSection 2.5.

1.45 “Purchased Assets” has the meaning set forth inSection 2.1.

1.46 “Records” has the meaning set forth inSection 6.1.

1.47 “Straddle Period” means any taxable period or billing period that begins prior to and ends after the Effective Time.

1.48 “Taxes” means all taxes, charges, fees, levies, or other like governmental assessments applicable to the Business that are assessed on income, capital, or property, in the countries in which it operates, including, without limitation, all material federal, possession, state, city, county and foreign (or governmental unit, agency, or political subdivision of any of the foregoing) income, profits, franchise, gross receipts, sales, use, transfer, stamp, occupation, property, capital, windfall profits, customs, duties, ad valorem, value-added and excise taxes; and all penalties, additions to tax and interest relating to any such taxes, or charges. Any one of the foregoing Taxes shall be referred to sometimes as a “Tax.”

1.49 “Third-Party Claim” has the meaning set forth inSection 9.4.

1.50 “Transferred Employees” means those Employees who accept employment with the Buyer or any of its Affiliates pursuant toSection 5.1.

1.51 “Union Benefit Plans” means those Benefit Plans applicable only to those Employees who are represented by unions identified inDisclosure Schedule Section 3.17(c).

ARTICLE 2

PURCHASE AND SALE OF THE BUSINESS

2.1Transfer of Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing and as of the Effective Time, Huttig shall sell, assign, transfer and convey to the Buyer and the Buyer shall purchase, acquire and accept from Huttig, all of Huttig’s right, title and interest to and in all assets, properties and rights owned by Huttig as of the Effective Time that are located at the Facilities (other than the Excluded Assets) (the “Purchased Assets”), free and clear of all Encumbrances other than Permitted Encumbrances. The Purchased Assets shall include, but not be limited to:

(a) all equipment, machinery, supplies, vehicles, spare parts, tools, furniture and other tangible personal property owned by Huttig and set forth onExhibit D;

(b) all inventory of Huttig with respect to the Business, including without limitation items in transit, raw materials, works-in-progress and finished goods, whether stored at a Business location or stored at a third-party location or other location of Huttig;

(d) all Prepaid Expenses;

(e) all Owned Real Property;

(f) all of Huttig’s rights pursuant to the Assigned Leases;

(g) all of Huttig’s rights pursuant to the Contracts;

(h) all customer and vendor lists to the extent relating primarily to the Business, and all files and documents, including customer credit files, customer and vendor supply agreements, terms of sale and pricing agreements, to the extent relating solely to customers and vendors of the Business, and all other Records (whether in hard copy, computer format or any other storage media; provided that such records shall be in hard copy to the extent that Buyer’s computer system cannot accept a particular computer format) to the extent relating primarily to the Business, provided, however, this information does not include any information owned by Huttig that is not related to the Business;

(i) all advertising, marketing, sales, creative and promotional materials relating primarily to the Business;

(j) all warranties and all claims in respect of rights of set off against third parties, that relate primarily to the Purchased Assets;

(k) telephone numbers and listings, operations manuals, repair or service manuals and fire, safety and environmental reports related to the Business; and

(l) the “Builder Resource” name and any derivations thereof; provided that Huttig shall retain the right to continue use of such name for a period of 3 months following Closing for the limited purpose of transitioning the use of the name.

2.2Excluded Assets of the Business. Notwithstanding any provision in this Agreement to the contrary, the following assets of Huttig (the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of Huttig after the Closing:

(a) all cash, cash equivalents, including without limitation, bank deposits, investments in “money market” funds, commercial paper funds, certificates of deposit, Treasury Bills and accrued interest thereon;

(b) the corporate minute books and records of Huttig;

(c) all refunds of Taxes and interest thereon received by, or credited against Tax liability of the Buyer or any Affiliate of the Buyer attributable to Taxes paid by Huttig or an Affiliate of Huttig for periods or portions thereof ending on or prior to the Effective Time;

(d) any assets utilized by Huttig in connection with businesses other than the Business, provided that such assets are not located at the Facilities or primarily used by the Business;

(e) all current and prior insurance policies, and any reimbursement for, or other benefit associated with, prepaid insurance, and any rights associated with any prepaid expense for which the Buyer will not receive the benefit after the Effective Time, including without limitation any insurance proceeds with respect to events occurring prior to the Effective Time;

(f) all assets of any Benefit Plan;

(g) the “Huttig” name and logo and any derivations thereof;

(h) non-transferable software licenses;

(i) licenses, permits and government authorizations which by their terms are not transferable; and

(j) any rights, claims or causes of action that Huttig may have against any Person arising from or related to the ownership or use of the Purchased Assets or operation of the Business before the Effective Time.

2.3Liabilities to be Transferred with the Business. On the Closing Date, the Buyer shall assume and discharge when and as due only the following debts, liabilities and obligations of Huttig, as of the Effective Time, arising out of or pertaining to the Business or the Purchased Assets (other than the Excluded Liabilities) (the “Assumed Liabilities”) and the Buyer shall indemnify and hold Huttig harmless with respect thereto:

(a) liabilities for Taxes, to the extent set forth inSection 2.8;

(b) all liabilities to suppliers for materials and services relating to the Business ordered in the Ordinary Course prior to the Effective Time, but scheduled to be delivered or provided thereafter, and all liabilities to customers under purchase orders for products of the Business which have not yet been shipped at the Effective Time;

(c) executory obligations arising after the Effective Time under the Contracts included in the Purchased Assets, but excluding any obligations arising from or relating to any breach of a performance under such Contracts prior to the Effective Time;

(d) all liabilities and obligations under the Assigned Leases arising after the Effective Time;

(e) all liabilities related to the Transferred Employees arising after the Effective Time;

(f) any accrued vacation liability and accrued holiday pay liability, as of the Closing Date with respect to the Transferred Employees, whether or not vested;

(g) any fines, back pay liabilities, penalties, losses, or other obligations imposed on Huttig pursuant to Worker Adjustment and Retraining Notification Act or similar state or local “plant shutdown” laws pursuant to the transactions contemplated hereby;

(h) any (i) returned goods and/or product warranty and liability claims (other than claims made prior to Closing and claims described in Section 2.4(b)), (ii) credits (including credits for damaged or defective goods, goods not received or returned merchandise), (iii) deductions, set-offs and chargebacks, (iv) customer rebates and (v) allowances, returns and discounts, in each case in respect of goods sold by the Business prior to the Closing Date in an aggregate amount not to exceed $25,000; and

(i) all other liabilities and obligations arising, and related to periods, after the Effective Time relating to the operation of the Business or ownership or use of the Purchased Assets following the Effective Time.

2.4Excluded Liabilities of the Business. Except as specifically provided inSection 2.3, Buyer shall not assume or be liable for, and Huttig shall remain liable for and pay and discharge all the liabilities and obligations of the Business and Huttig (the “Excluded Liabilities”), including without limitation:

(a) all trade accounts payable and other current liabilities of the Business not included in the Assumed Liabilities;

(b) any and all product and installation warranty and liability claims in respect of goods or services sold by the Business prior to the Closing Date;

(d) any and all Taxes owed by Huttig arising out of the transactions contemplated by this Agreement or otherwise, except to the extent otherwise set forth of Section 2.8(a);

(e) any and all liabilities for breach of contract and tort liabilities with respect to the Business arising out of events occurring prior to the Effective Time;

(f) any and all pending litigation as of the Effective Time; and

(g) any and all workers’ compensation claims of the Business arising from injuries occurring prior to the Effective Time.

2.5Consideration. The consideration that the Buyer shall pay Huttig for the Purchased Assets and other rights hereunder shall consist of the assumption of the Assumed Liabilities and Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000.00) (the “Purchase Price”).

2.6Closing. The Closing shall take place at 9:00 a.m. on the Closing Date at the offices of Huttig, or on such other date (which shall in any event be within 5 Business Days from the satisfaction or waiver of all applicable conditions to Closing set out herein) and at such other place as the Parties may agree in writing. At Closing, Huttig shall deliver or cause to be delivered to the Buyer the documents and other items identified in Article 7, and the Buyer shall deliver to Huttig (a) by wire transfer of immediately available funds, in accordance with the wire transfer instructions set forth onExhibit E, an amount equal to the Purchase Price and (b) the documents and other items identified in Article 8.

2.7Closing Inventory. On a mutually agreed date before Closing, the Buyer and Huttig shall jointly conduct a physical inventory to determine the quantity of the inventory of the Business. The physical inventory shall be conducted pursuant to procedures reasonably satisfactory to the Buyer and Huttig and in a manner that either assures the quantity of inventory does not change between the time such physical inventory begins and the Closing Date or can be accurately rolled forward.

2.8Proration and Sales Taxes.

(a) All sales, use, value-added, gross receipts, registration, stamp duty or other similar transfer Taxes, if any, together with all recording or filing fees, notarial fees and other similar costs of Closing, that may be imposed upon, or payable, collectible or incurred in connection with the transfer and sale of the Purchased Assets as contemplated by the terms of this Agreement shall be borne by the Buyer.

(b) Huttig, upon request, shall use its reasonable efforts to provide or obtain from any taxing authority any certificate or other document necessary to mitigate, reduce or eliminate any Taxes (including additions thereto or interest and penalties thereon) that otherwise would be imposed with respect to the transactions contemplated in this Agreement.

(c) For any personal property, ad valorem and any other similar local or state Taxes, any power and utilities charges and deposits, any rents, and any similar prepaid and deferred items not otherwise specifically allocated between the parties in this Agreement (collectively, the “Proratable Items”) relating solely to the Purchased Assets or the Business for a Straddle Period, Huttig shall pay to the Buyer within 15 days after the date on which any Proratable Item is paid by the Buyer an amount that relates to the portion of the period to which such Proratable Item relates ending on the Closing Date to the extent such Proratable Item is not paid by Huttig prior to Closing, and the Buyer shall pay all Proratable Items. For purposes of this Section, the portion of any Proratable Item that is allocated to Huttig shall be deemed to be the amount of such Proratable Item for the entire period to which the Proratable Item relates multiplied by a fraction, the numerator of which is the number of days in the period to which the Proratable Item relates ending on the Closing Date, and the denominator of which is the number of days in the entire period to which the Proratable Item relates. Any credits relating to a period to which a Proratable Item relates that begins before and ends after the Closing Date shall be taken into account as though the relevant period ended on the Closing Date. All determinations necessary to give effect to the allocations described in this Section shall be made in a manner consistent with the prior practice of Huttig, except for changes required by changes in Law or fact.

(d) The Buyer and Huttig agree to furnish or cause to be furnished to each other, upon request, as promptly as practical, such information (including reasonable access to books and records) and assistance as is reasonably necessary for the filing of any Tax return, the conduct of any Tax audit, and for the prosecution or defense of any claim, suit or proceeding relating to any Tax matter. The Buyer and Huttig shall cooperate with each other in the conduct of any Tax audit or other Tax proceedings. Any Tax audit or other Tax proceeding that gives rise to a Loss subject to indemnification pursuant toArticle 9 shall be deemed to be a Third Party Claim subject to the procedures set forth inSection 9.4 of this Agreement.

2.9Allocation of Purchase Price. The amount of the Purchase Price and the Assumed Liabilities shall be allocated as set forth onExhibit F, which represents the fair market value of the respective Purchased Assets. The Buyer and Huttig hereby agree and acknowledge that such allocation shall be made in accordance with Section 1060 of the Code and the regulations thereunder, and to report such allocation for all Tax purposes in a consistent manner and take no position contrary thereto and to prepare and file Tax Returns, including Form 8594, in a manner consistent with such allocation. The allocation may not be amended or changed without the mutual written consent of the Parties.

2.10Completion of Transfers.

(a) The entire beneficial interest in and to, and the risk of loss with respect to, the Purchased Assets and the Assumed Liabilities, shall, regardless of when legal title thereto shall be transferred to the Buyer, pass to the Buyer at Closing as of the Effective Time. All operations of the Business shall be for the account of Huttig up to the Effective Time and shall be for the account of the Buyer thereafter. In the event legal title to any of the Purchased Assets or the Assumed Liabilities is not transferred at Closing, Huttig shall hold such Purchased Assets or the Assumed Liabilities as nominee for the Buyer until completion of such transfers.

(b) In the event that the legal interest in any of the Purchased Assets or the Assumed Liabilities to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred or conveyed hereunder as of the Closing Date because any waiting or notice period has not expired or any consents or approvals required for such sale, assignment, transfer or conveyance have not been obtained or waived, then the legal interest in such Purchased Assets or the Assumed Liabilities shall not be sold, assigned, transferred or conveyed unless and until such waiting or notice period shall have expired or until approval, consent or waiver thereof is obtained. In such event, Huttig shall, at its expense, and the Buyer shall, at its expense, use reasonable efforts to cooperate in obtaining such consents, approvals or waivers as may be necessary to complete such transfers as soon as practicable. Notwithstanding the forgoing, to the extent a landlord or lessor, under a Material Contract, requires any reasonable administrative, processing, expediting or legal fees to be paid in connection with obtaining the consents or approvals for assignment required under this Agreement, Huttig shall pay any such fee. Except as set forth inSection 7.2, the failure of Huttig to obtain any required consents or approvals prior to Closing shall not affect the Buyer’s obligation to close under this Agreement or to pay, or cause to be paid, the Purchase Price. Nothing in this Agreement shall be construed as an attempt to assign to the Buyer any legal interest in any of the Purchased Assets or the Assumed Liabilities that, as a matter of law or by the terms of any legally binding contract, engagement or commitment to which Huttig is subject, is not assignable without the consent of any other party, unless such consent shall have been given.

(c) Pending the assignments, conveyances and transfers referred to in paragraph (b), Huttig shall hold any such non-assigned, non-conveyed and non-transferred Purchased Assets or Assumed Liabilities for the benefit and at the risk of the Buyer and shall cooperate with the Buyer in any lawful and reasonable arrangements designed to provide the benefits of ownership thereof to the Buyer.

2.11Removal of Names. Promptly following Closing, the Buyer and Huttig shall make reasonable efforts to remove all of Huttig’s trademarks from the Purchased Assets and the Facilities. The Buyer and Huttig shall remove all such trademarks from the Purchased Assets and the Facilities within 90 days following the Closing Date. Only to the extent necessary to give effect to the foregoing limited right to continue to use the trademarks of Huttig, Huttig hereby grants to the Buyer a limited license to retain such marks on the Facilities and the Purchased Assets for a period of 90 days following the Closing Date.

2.12Further Assurances. From and after the Closing, the Parties shall do such acts and execute such documents and instruments as may be reasonably required to make effective the transactions contemplated hereby.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF HUTTIG

Huttig hereby makes the following representations and warranties, each of which is true and correct on the date hereof and shall survive the Closing Date and the transactions contemplated hereby to the extent set forth herein.

3.1Existence and Power.

(a) Huttig has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, to transfer the Purchased Assets, to assign the Assumed Liabilities and to consummate the transactions contemplated hereby.

(b) Huttig is a corporation validly existing and in good standing under the laws of its jurisdiction of formation and each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect.

(c) Huttig is not a party to, subject to or bound by any Contract, Encumbrance or Law which would (i) be breached or violated or its obligations thereunder accelerated or increased (whether or not with notice or lapse of time or both) in any material respect by the execution or delivery by Huttig of this Agreement or the performance by Huttig of the transactions contemplated by this Agreement, or (ii) prevent the carrying out of the transactions contemplated hereby. Except as set forth onDisclosure Schedule Section 3.1(c), no permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any governmental or regulatory authority or third party is required in connection with the execution, delivery or performance of this Agreement by Huttig or the consummation by Huttig of the transactions contemplated hereby and thereby, except for any such permits, consents, waivers, approvals, authorizations, declarations, filings or registrations the failure of which to obtain would not have a Material Adverse Effect. The transactions contemplated hereby will not result in the creation of any Encumbrance against the Purchased Assets.

(d) Huttig has the power and authority to own, lease and use its assets and to transact the business in which it is engaged, and holds all material authorizations, franchises, licenses and permits required therefore.

3.2Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by Huttig and constitutes a legal, valid and binding obligation of Huttig, enforceable against Huttig in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general principles of equity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary corporate action on the part of Huttig.

3.3Ownership. Except for the Encumbrances set forth onDisclosure Schedule Section 3.3 and the Permitted Encumbrances, Huttig has good title to and is the sole and exclusive owner of all right, title and interest in and to all of the Purchased Assets, free and clear of all Encumbrances. Except as set forth onDisclosure Schedule Section 3.3, none of the Purchased Assets are in the possession of others or held on consignment.

3.4Financial Statements. Attached asDisclosure Schedule Section 3.4 are the Financial Statements. The Financial Statements (a) were derived from the books and records of the Business and (b) fairly present, in all material respects, the financial condition of the Business, including but not limited to the net book value, and the results of operations of the Business at the dates and for the periods indicated and were prepared in accordance with GAAP.

3.5Absence of Certain Developments. Except as set forth inDisclosure Schedule Section 3.5, since September 30, 2004, neither the Business nor Huttig (in respect of the Business) have:

(a) suffered a Material Adverse Effect;

(b) incurred any liability or entered into any other transaction except in the Ordinary Course and except for liabilities and transactions that have not had a Material Adverse Effect;

(c) suffered any material adverse change in its relationship with any of the suppliers, customers, distributors, lessors, licensors, licensees or other third parties which are material to the Business;

(d) increased the rate or terms of compensation or benefits payable to or to become payable by it to the Employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any of the Employees except in each case increases occurring in the Ordinary Course in accordance with its customary practice (including normal periodic performance reviews and related compensation and benefits increases);

(e) waived any claims or rights of material value other than in the Ordinary Course;

(f) sold, leased, licensed or otherwise disposed of any of its material assets, other than in the Ordinary Course;

(g) amended or terminated any Material Contract to which it is or was a party other than in the Ordinary Course; or

(h) entered into any agreement, arrangement, or transaction with any of its current or former directors, officers or Employees that is not on an arm’s-length basis, or that require payments in excess of $25,000;

(i) committed pursuant to a legally binding agreement to do any of the things set forth in clauses (b) through (h) above.

3.6Taxes. Except as set forth onDisclosure Schedule Section 3.6:

(a) All material Tax returns required to be filed with respect to the Purchased Assets or the Business have been properly filed in a timely manner (taking into account all extensions of due dates) and are true, correct and complete in all material respects.

(b) All Taxes that are shown as due on such Tax returns have been or will be timely paid.

(c) No deficiencies for any Taxes (including penalties and interest) in respect of the Purchased Assets or the Business have been asserted or assessed in writing, which remain unpaid.

(d) Huttig has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency that, in either case, would materially adversely affect the Purchased Assets or the Business.

3.7Litigation. Except as set forth onDisclosure Schedule Section 3.7, there are no material actions, suits or proceedings pending or, to Huttig’s Knowledge, threatened against Huttig (in respect of the Business). Huttig (in respect of the Business) is not subject to any adverse order, judgment, writ, injunction or decree of any court or governmental or regulatory authority or body (excluding any such matters of general applicability or applicable to entities situated similarly to Huttig rather than to them specifically) that would have a Material Adverse Effect.

3.8Inventory and Accounts Receivable.

(a) Huttig is the sole owner of the inventory included in the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. The Inventory is fit for its intended use, is in compliance with all applicable Laws and is at a level, quality and age which is consistent with Huttig’s past practices for normal operations.

(b) All of the accounts receivable of the Business arose out of bona fide sales and deliveries of products or the performance of services in the Ordinary Course and are subject to no known defenses, counterclaims or setoffs.

3.9Owned Real Property.Disclosure Schedule Section 3.9 contains a description of all real property owned by Huttig and used in the Business (“Owned Real Property”). Huttig has good and valid title to the Owned Real Property, free and clear of Encumbrances (other than Permitted Encumbrances).

3.10Leased Property.

(a)Disclosure Schedule Section 3.10(a) sets forth a list of all leases (the “Leases”) with respect to real property to which Huttig (in relation to the Business) is a party as of the date hereof, other than any such property which constitutes an Excluded Asset (the “Leased Real Property”). Huttig has made available to the Buyer correct and complete copies of the Leases prior to the Closing Date. With respect to each of the Leases:

(i) Neither Huttig nor, to Huttig’s Knowledge, any other party to the Leases is in breach or default, and to Huttig’s Knowledge, no event has occurred that, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder; and

(ii) Huttig has not transferred any interest in the Leases.

(b)Disclosure Schedule Section 3.10(b) sets forth a list of all leases with respect to personal property material to the conduct of the Business to which Huttig (in relation to the Business) is a party as of the date hereof (the “Leased Personal Property”). Neither Huttig nor, to Huttig’s Knowledge, any other party to any lease or sublease entered into in connection with the Leased Personal Property is in breach or default, and to Huttig’s Knowledge, no event has occurred that, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder.

(c) Each of the leases set forth onDisclosure Schedule Section 3.10(a)andDisclosure Schedule Section 3.10(b) is legal, valid and binding on Huttig and, to Huttig’s Knowledge, the other party thereto, except where the failure to be legal, valid and binding does not have a Material Adverse Effect.

(d) Except as set forth inDisclosure Schedule Section 3.10(d), there are no leases, tenancy agreements, easements, written covenants, or written restrictions to which Huttig is a party as of the date hereof which create or confer on any Person other than Huttig a material right to use, occupy or possess all or any of the Leased Real Property or any portion thereof or interest therein.

3.11Condition of Real and Personal Property.

(a) Except as listed inDisclosure Schedule Section 3.11, all of the buildings, offices and other structures located on the Owned Real Property and Leased Real Property which are material to the conduct of the Business, have been maintained in reasonable condition in the Ordinary Course in a manner consistent with past maintenance practices of the Business.

(b) Except as set forth inDisclosure Schedule Section 3.11, all tangible personal property which is material to the conduct of the Business has been maintained in reasonable operating condition and repair, in the Ordinary Course in a manner consistent with past maintenance practices of the Business.

3.12Property; Title. On the Closing Date, the Purchased Assets, including without limitation Huttig’s rights in the Leased Real Property and the Leased Personal Property, will constitute all material property, real and personal, tangible and intangible, primarily used by Huttig to transact the Business as presently conducted in the Ordinary Course, except (i) the Excluded Assets, and (ii) where the absence thereof does not have a Material Adverse Effect. Huttig (in respect of the Business) is the sole owner of all right, title and interest in and to all of the Purchased Assets free and clear of all Encumbrances other than Permitted Encumbrances.

3.13Contracts.

(a)Disclosure Schedule Section 3.13(a)sets forth a list of all Contracts to which Huttig (in respect of the Business) is a party as of the date hereof that are material to the

conduct of the Business (the “Material Contracts”). Huttig has provided to the Buyer a copy of each written Material Contract.Disclosure Schedule 3.13(a) describes the terms of each oral Material Contract.

(b) Except as set forth onDisclosure Schedule Section 3.13(b), each Material Contract is legal, valid, and binding on Huttig, enforceable and in full force and effect, and to Huttig’s Knowledge, each Material Contract will continue to be legal, valid, binding on the other parties thereto, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated by this Agreement and following delivery of any consents or approval contemplated hereby.

(c) To Huttig’s Knowledge, neither Huttig nor any other party thereto is in default under or in breach of any of the Material Contracts, other than such defaults or breaches, if any, which would not, individually or in the aggregate, have a Material Adverse Effect.

(d) Huttig has not received any written notice of any intention to terminate, repudiate or disclaim any such Material Contract.

3.14Licenses and Permits. Set forth onDisclosure Schedule Section 3.14 is a list of all governmental permits, licenses and authorizations necessary for the conduct of the Business as presently conducted in the Ordinary Course, except where the absence thereof does not have a Material Adverse Effect, and all such permits, licenses and authorizations are valid and in full force and effect in all material respects. Except as set forth onDisclosure Schedule Section 3.14, Huttig (in respect of the Business) is in compliance in all material respects with such permits, licenses and authorizations. No such permit, license or authorization has been, or to Huttig’s Knowledge is threatened to be, revoked, canceled, suspended or materially adversely modified.

3.15Compliance with Laws. Except as set forth in Disclosure Schedule Section 3.15, Huttig (in respect of the Business) is in compliance with all applicable laws, rules and regulations currently in effect, except where non-compliance does not have a Material Adverse Effect.

3.16Environmental Matters. Except as set forth onDisclosure Schedule Section 3.16:

(a) Huttig (in respect of the Business), the Business and the Purchased Assets are in compliance in all significant respects with all Environmental Laws. There is no civil, criminal or administrative action, suit, investigation or proceeding pending or, to Huttig’s Knowledge, threatened against Huttig (in respect of the Business) relating to or arising from any Environmental Laws.

(b) Huttig (in respect of the Business) has not received any written notice, report or other information regarding any actual or alleged violation of, or liability under, Environmental Laws relating to it or its past or current operations or Facilities except such notices, reports or other information that have been complied with and resolved. Huttig (in respect of the Business) has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any hazardous materials, or owned or operated the Business or Leased Real Property in a manner that has given or will give rise to any

significant liability under any Environmental Law. The off-site treatment, storage or disposal (or arrangement for off-site disposal) of hazardous materials, substances or wastes by Huttig (in relation to the Business), including without limitation any such materials, substances or wastes produced or generated in connection with operations upon any Leased Real Property, has not given and will not give rise to any significant liability under any Environmental Law.

3.17Labor Matters.

(a) Except as set forth onDisclosure Schedule Section 3.17(a), there is no controversy existing, pending or, to Huttig’s Knowledge, threatened with any association or union or collective bargaining representative of the Employees of the Business which is reasonably expected to have a Material Adverse Effect.

(b) Except as set forth onDisclosure Schedule Section 3.17(b), there is no charge or complaint relating to unfair labor practices pending against Huttig arising out of its activities in relation to the Business, nor is there any labor strike, work stoppage, material grievance or other labor dispute pending or, to Huttig’s Knowledge, threatened against Huttig in relation to the Business, which is reasonably expected to have a Material Adverse Effect.

(c) Except as set forth onDisclosure Schedule Section 3.17(c), there are no material collective bargaining, works council and similar agreements between Huttig (in respect of the Business) or any employers’ or trade association of which Huttig (in respect of the Business) is a member and any trade union, staff association or other body representing employees of Huttig (in respect of the Business).

(d) Except as set forth onDisclosure Schedule 3.17(d), (i) Huttig (in respect of the Business) is not delinquent in payments to any of its Employees for any wages, overtime, or other compensation for any services performed by them or amounts required to be reimbursed to such employees, (ii) upon termination of the employment of any the Employees, Buyer will not by reason of any action taken or not taken prior to the Closing be liable to any of such employees for severance pay or any other payments except as required by Law, collective bargaining agreement or any other Material Contract or Benefit Plan, (iii) upon the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby on the basis and terms provided for herein and therein, Buyer will not be liable to any of the Employees for severance pay or any other payments except as required by Law, collective bargaining agreement or any other Material Contract or Benefit Plan and (iv) to Huttig’s Knowledge no Key Employee intends to terminate his or her employment with Huttig.

(e)Disclosure Schedule 3.17(e) contains a complete list of the Employees and sets forth with respect to each such Employee the date of the Employee’s hire; the salary and wages, bonus, compensation, and commissions paid or scheduled to be paid to such Employee in 2004 with respect to services provided prior to the Effective Time; and the number of accrued vacation and sick leave days possessed by such Employee on the date of this Agreement.

3.18Product Liability Claims. Except as set forth onDisclosure Schedule Section 3.18, Huttig (in respect of the Business) has not received notice of any unresolved claim of personal injury, death, or property or economic damages, or any unresolved claim for injunctive relief in connection with any product manufactured or sold by the Business.

3.19Brokers, Finders. No finder, broker, agent or other intermediary acting on behalf of Huttig is entitled to a commission, fee or other compensation in connection with the negotiation or consummation of this Agreement or any of the transactions contemplated hereby.

3.20Disclosure. No representation or warranty by Huttig in this Agreement or any Exhibit or Schedule referred to herein contains any untrue statement of a material fact or any omission of a material fact necessary to make the respective statements contained herein and therein, in the light of the circumstances under which the statements were made, not misleading.

3.21No Other Representations or Warranties. Except for the representations and warranties contained in thisArticle 3, neither Huttig, nor any other Person, makes any other express or implied representation or warranty on behalf of Huttig or any Affiliate of Huttig with respect to the Business, the Purchased Assets, the Assumed Liabilities or otherwise with respect to the subject matter of this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby makes the following representations and warranties to Huttig, each of which is true and correct on the date hereof and shall survive the Closing Date and the transactions contemplated hereby to the extent set forth herein.

4.1Existence and Power.

(a) The Buyer has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

(b) The Buyer is a corporation validly existing and in good standing under the laws of Alabama and is duly qualified and in good standing in all foreign jurisdictions in which the nature of its business so requires, except where the failure to be so qualified and in good standing would not have a material adverse effect on the Buyer.

(c) The Buyer is not a party to, subject to or bound by any contract, Encumbrance or Law which would (i) be breached or violated or its obligations thereunder accelerated or increased (whether or not with notice or lapse of time or both) by the execution or delivery by the Buyer of this Agreement or the performance by the Buyer of the transactions contemplated hereby, or (ii) prevent the carrying out of the transactions contemplated by this Agreement. Except as provided for herein, no permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any governmental or regulatory authority or third party is required in connection with the execution, delivery or performance of this Agreement by the Buyer or the consummation by the Buyer of the transactions contemplated by this Agreement, except for any such permits, consents, waivers, approvals, authorizations, declarations, filings or registrations the failure of which to obtain would not have a material adverse effect on Huttig or its Affiliates or upon the consummation of the transactions contemplated by this Agreement.

4.2Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by the Buyer and constitutes a legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms, except that such enforcement may be

subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general principles of equity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary action on the part of the Buyer.

4.3Brokers, Finders. No finder, broker, agent or other intermediary acting on behalf of the Buyer is entitled to a commission, fee or other compensation in connection with the negotiation or consummation of this Agreement or any of the transactions contemplated hereby.

4.4Litigation. There are no actions, suits, proceedings, orders or investigations pending or, to the Buyer’s Knowledge, threatened against the Buyer or any of the Buyer’s Affiliates, at law or in equity, which if adversely determined would have a material adverse effect on the Buyer’s performance under this Agreement or the consummation of the transactions contemplated hereby. There are no injunctions, decrees or unsatisfied judgments outstanding against or related to the Buyer that could interfere with the Buyer’s ability to consummate the transactions contemplated by this Agreement.

4.5No Knowledge of Breach of Huttig Representations. The Buyer is not aware of any facts, events or occurrences that would cause Huttig to be in breach of any of its representations or warranties contained in this Agreement or any other agreements contemplated hereby.

4.6Disclosure. No representation or warranty by Buyer in this Agreement or any Exhibit or Schedule referred to herein contains any untrue statement of a material fact or any omission of a material fact necessary to make the respective statements contained herein and therein, in the light of the circumstances under which the statements were made, not misleading.

4.7No Other Representations or Warranties. Except for the representations and warranties contained in thisArticle 4, neither the Buyer, nor any other Person, makes any other express or implied representation or warranty on behalf of the Buyer. In entering into this Agreement, the Buyer acknowledges that it has not relied on, and is not relying on, any projections, predictions, forecasts or similar forward-looking statements by Huttig or any Person acting on their behalf.

ARTICLE 5

EMPLOYEES

5.1Offer of Employment. Buyer will offer or will cause one of its Affiliates to offer employment, effective at the Effective Time, to each of the Employees on terms and conditions comparable to the terms and conditions on which such Employee is employed by Huttig immediately prior to the Effective Time (the “Transferred Employees”). Notwithstanding anything in this Agreement or otherwise to the contrary, the Buyer shall have no obligation to employ any Transferred Employee other than on an “at will” basis or to assume any of the obligations or liabilities under any collective bargaining agreement between Seller and its Employees, and nothing in this Agreement shall be construed so as to impose any limitation on Buyer’s ability to negotiate in good faith with any union or collective bargaining representative of the Employees. Prior to the Closing Date, Huttig shall provide reasonable access to the Transferred Employees, and, to the extent permitted by applicable law, such information regarding the Transferred Employees as is contained in personnel records.

5.2WARN Payments. The Buyer shall have the sole responsibility for any obligations or liabilities to the Employees under the Worker Adjustment and Retraining Notification Act or similar state or local “plant shutdown” Law as a result of any action taken by the Buyer on or after the Effective Time. The Buyer shall indemnify Huttig and its Affiliates and hold them harmless from and against any Losses which may be incurred or suffered by any of them in connection with any claim made by an Employee for any reason due to an Employee’s termination or deemed termination of employment on or after the Effective Time for any reason.

5.3Certain Benefits.

(a) To the extent that length of service is relevant in determining the number of vacation days awarded each year under the Buyer’s vacation day plan, all Transferred Employees shall receive credit for periods of service with Huttig or its Affiliates for purposes of determining length of service under such plan. All Transferred Employees shall receive credit for their unused and accrued vacation days incurred and outstanding with Huttig prior to the Closing Date. The Buyer will allow the Transferred Employees to take their accrued vacation days at any time following the Closing Date in accordance with the policies of the Buyer.

(b) For purposes of each welfare benefit plan of the Buyer providing medical, dental, pharmaceutical and/or vision benefits (if any) to any Transferred Employee who, as of the Closing Date, is participating in the corresponding welfare Benefit Plan of Huttig, the Buyer shall cause all waiting periods under such welfare benefit plan of the Buyer to be waived for such Transferred Employees and his or her covered spouse and/or dependents, to the extent such waiver is allowed under such welfare benefit plan of the Buyer.

(c) Transferred Employees shall be eligible to participate in other benefit plans and programs of the Buyer on the terms of such plans and subject to such plans’ eligibility requirements.

5.4Cooperation. The Buyer and Huttig shall, to the extent possible, (i) treat the Buyer or an Affiliate of the Buyer as a “successor employer” and Huttig as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees for purposes of taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act, and (ii) cooperate with each other to avoid the filing of more than one IRS Form W-2 with respect to each such Transferred Employee for the calendar year in which the Closing Date occurs.

ARTICLE 6

ADDITIONAL COVENANTS OF THE PARTIES

6.1Books and Records. From and after the Closing, the Buyer shall provide Huttig and its Affiliates and their representatives with reasonable access, for any reasonable purpose, including but not limited to (a) preparing Tax returns, and (b) defending any claim in respect of which a Notice of Claim has been served on Huttig, during normal business hours, to all books and records of the Business, including, but not limited to, accounting and Tax records, sales and

purchase documents, notes, memoranda, and any other electronic or written data (“Records”) pertaining or relating to the period prior to the Effective Time. To the extent deemed necessary by Huttig and its Affiliates with respect to their other business operations, Huttig and its Affiliates may retain copies of such Records prior to providing the originals to the Buyer, or, as soon as practicable after Closing, the Buyer shall provide to Huttig and its Affiliates copies of all or any portion of such Records as requested by Huttig and its Affiliates. Unless otherwise consented to in writing by Huttig, the Buyer shall not, for a period of 10 years following the date hereof or such longer period as retention thereof is required by applicable Law, destroy, alter or otherwise dispose of (or allow the destruction, alteration or disposal of) any of the Records without first offering to surrender to Huttig such Records.

6.2Confidentiality.

(a) In addition to the terms, provisions and covenants of the Confidentiality Agreement dated May 25, 2004, between Tendura, an Affiliate of the Buyer, and Huttig, which the Buyer acknowledges and agrees is binding upon the Buyer and shall remain in full force and effect until Closing, the Buyer acknowledges that, in the course of its investigations of the Business, the Buyer and its representatives have and will become aware of confidential information and documents of the Business, and that its use of such confidential information and documents, or communication of such information to third parties, could be detrimental to the Business. The Buyer covenants that prior to Closing all information and documents concerning the Business reviewed by the Buyer or its representatives in connection with this Agreement or the transactions contemplated hereby and, following either Closing or termination of this Agreement, all such information and documents to the extent related to any of the Excluded Assets or the Excluded Liabilities and any confidential information known to the Buyer (including through any Transferred Employee) with respect to other businesses operated by Huttig or any of its Affiliates, shall be maintained in confidence and shall not be disclosed or used by the Buyer or its representatives without Huttig’s prior written consent, unless the Buyer can demonstrate that such information is (i) otherwise publicly available, (ii) required to be disclosed pursuant to judicial order, regulation or law, or (iii) required to be disclosed by the rules of a securities exchange on which the Buyer may from time to time be listed. In the event that the Buyer or any of its representatives becomes legally compelled to disclose any such information or documents as referred to in this paragraph, the Buyer shall, to the extent reasonably practicable, provide Huttig with prompt written notice before such disclosure, sufficient to enable Huttig either to seek a protective order, at its expense, or other appropriate remedy preventing or prohibiting such disclosure or to waive compliance with the provisions of thisSection 6.2 or both. With respect to information and documents related to the Business, at Huttig’s request, in the event that the Closing shall not occur, and, with respect to information and documents related to the Excluded Assets, the Excluded Liabilities or other businesses operated by Huttig or any of its Affiliates, as soon as practicable following Closing, (i) the Buyer shall, and shall cause its representatives to, promptly destroy all information and documents concerning the Business, the Excluded Assets, the Excluded Liabilities or other businesses operated by Huttig or any of its Affiliates, as the case may be (including any copies thereof or extracts therefrom); (ii) an officer of the Buyer shall certify to Huttig such destruction; and (iii) the Buyer shall and shall cause its representatives to keep confidential and not use any such information or documents unless required to disclose such information or documents pursuant to judicial order, regulation or law.

(b) Following the Closing, Huttig and its representatives shall maintain in confidence any information it or they may have in relation to the Business, other than with respect to the Excluded Assets and the Excluded Liabilities, and such information shall not be disclosed or used by Huttig without the Buyer’s prior written consent, unless such information is (i) otherwise publicly available, (ii) required to be disclosed pursuant to judicial order, regulation or Law or (iii) required to be disclosed by the rules of the New York Stock Exchange or any other applicable exchange or quotation system. In the event that Huttig becomes legally compelled to disclose any such information or documents as referred to in this paragraph, Huttig shall, to the extent reasonably practicable, provide the Buyer with prompt written notice before such disclosure, sufficient to enable the Buyer either to seek a protective order, at its expense, or other appropriate remedy preventing or prohibiting such disclosure or to waive compliance with the provisions of thisSection 6.2 or both.

6.3Public Announcements. Except with the prior written consent of the other Party, or as otherwise expressly permitted by this Agreement, or as may otherwise be reasonably determined by either Party as being required under Law or by stock exchange regulation, neither Party nor any of their representatives will disclose to any Person any information about the existence, terms, negotiation, execution or delivery of this Agreement or the transactions contemplated hereunder. In connection with the foregoing, the Parties agree to work together in good faith to reach a mutual agreement as to the content and form of any public announcement, press release or similar publicity.

6.4Filings; Cooperation.

(a) Prior to the Closing, the Parties shall proceed expeditiously and in good faith to make such filings and take such other actions as may be reasonably necessary to satisfy the conditions to Closing set forth inSections 7.2and8.2.

(b) On or after the Closing Date, the Parties shall, on request, cooperate with one another by furnishing any additional information, executing and delivering any additional documents and instruments, including contract assignments, and doing any and all such other things as may be reasonably required by the Parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement. In connection with the liabilities assumed by the Buyer pursuant to this Agreement, and the liabilities retained by Huttig pursuant to this Agreement, each of the Parties hereto shall, and shall cause their Affiliates and employees to, aid, cooperate with and assist the other Party in their defense of such assumed or retained liabilities, by, among other things, providing such other Party with full access to pertinent records at such times as such other party or parties may reasonably request.

6.5Notice of Developments. Huttig shall notify the Buyer of any development or other information occurring after the date hereof and prior to Closing in the Ordinary Course which renders any representation, warranty or statement contained in this Agreement or the Disclosure Schedule hereto inaccurate or incomplete at any time prior to the Closing, including any such development or information which first becomes known to Huttig after the date hereof. The written notice pursuant to thisSection 6.5 shall not (other than for purposes ofSection 9.1(b)) be deemed to have amended the Disclosure Schedule, to have qualified the representations and warranties contained in this Agreement, or to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the development or information and the Buyer shall have the right to terminate this Agreement as provided inSection 10.2.

6.6Limited License of Software. Upon Closing, Huttig shall grant to Buyer a limited license to use certain operating software of Huttig currently used by the Business for a period of 6 months following the Closing Date in accordance with the terms of use and at such costs as set forth inExhibit G. Subject to the restrictions contained in any license agreement with respect to the software packages used by the Business, Huttig shall permit Buyer to use such software packages, and will use commercially reasonable efforts to provide Buyer with any updates to such software packages, for so long as Buyer continues the active use of such software packages during the 6 months following Closing;provided,however that Buyer may discontinue its active use of such software packages in its sole discretion at any time. The Parties acknowledge that Huttig is not making any representation or warranty regarding such software or upgrades and Huttig will not provide any “help line” support, installation or manuals other than as set forth inExhibit G.

6.7Access Pending Closing. Between the date of this Agreement and the Closing Date, Huttig will, upon reasonable prior notice afford Buyer and its representatives reasonable access to Huttig’s senior personnel, properties, contracts, books and records, and other documents and data in respect of the Business during regular business hours.

6.8Conduct of Business Until Closing. Between the date of this Agreement and the Closing Date, Huttig (in respect of the Business) will:

(a) not suffer a Material Adverse Effect;

(b) not incur any liability or enter into any other transaction except in the Ordinary Course and except for liabilities and transactions that will not have a Material Adverse Effect;

(c) not suffer any material adverse change in its relationship with any of the suppliers, customers, distributors, lessors, licensors, licensees or other third parties which are material to the Business;

(d) not increase the rate or terms of compensation or benefits payable to or to become payable by it to the Employees or increase the rate or terms of any bonus, pension or other employee benefit plan covering any of the Employees except in each case increases occurring in the Ordinary Course in accordance with its customary practice (including normal periodic performance reviews and related compensation and benefits increases);

(e) not waive any claims or rights of material value other than in the Ordinary Course;

(f) not sell, lease, license, or otherwise dispose of any of its material assets, other than in the Ordinary Course;

(g) not amend or terminate any Material Contract to which it is a party other than in the Ordinary Course; or

(h) not enter into any agreement, arrangement, or transaction with any of its directors, officers or Employees other than on an arms-length basis;

(i) conduct the Business only in the Ordinary Course of Business; and

(j) use reasonable efforts to keep available the services of the Employees, and maintain its existing relations and goodwill with suppliers and customers.

ARTICLE 7

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER

The obligation of the Buyer to proceed with the Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions precedent, any of which may be waived by the Buyer and the consummation of the Closing by the Buyer shall be deemed to be a complete waiver of all of the following conditions:

7.1Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by Huttig in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change permitted by the terms of this Agreement (other than the delivery of a notice by Huttig pursuant toSection 6.5 of a matter which would constitute a Material Adverse Effect with respect to the Business) or consented to by the Buyer, and Huttig shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. Huttig shall deliver to the Buyer at the Closing a certificate of an officer of Huttig certifying that the conditions stated in thisSection 7.1 have been fulfilled.

7.2Consents and Approvals. All material filings with government authorities or any other third parties shall have been made and any necessary authorizations, consents or approvals required from such authorities and third parties shall have been obtained and shall be in full force and effect.

7.3No Contrary Judgment. On the Closing Date there shall exist no valid judicial order that prohibits the consummation of the transactions contemplated by this Agreement.

7.4Deliveries. Huttig or its Affiliates, as applicable, shall have made or tendered, or caused to be made or tendered, delivery to the Buyer of the following documents:

(a) bills of sale or other applicable documents of transfer necessary to effect the sale of the Purchased Assets, duly executed by Huttig;

(b) an assignment and assumption agreement or other applicable documents of transfer necessary to effect the transfer of the Purchased Assets that are intangible personal property, including the Contracts, and the Assumed Liabilities, duly executed by Huttig;

(d) a general warranty deed for each parcel of Owned Real Property;

(e) the certificate required by an officer of Huttig pursuant toSection 7.1; and

(f) such other customary documents, instruments or certificates as shall be reasonably requested by the Buyer and as shall be consistent with the terms of this Agreement.

ARTICLE 8

CONDITIONS PRECEDENT TO OBLIGATIONS OF HUTTIG

The obligation of Huttig to proceed with the Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions precedent, any of which may be waived by Huttig and the consummation of the Closing by Huttig shall be deemed to be a complete waiver of all of the following conditions:

8.1Accuracy of Representations and Warranties and Performance of Obligations. All representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and the Buyer shall have performed or complied in all respects material with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. The Buyer shall deliver to Huttig at the Closing a certificate of an officer of the Buyer certifying that the conditions stated in thisSection 8.1 have been fulfilled.

8.2Consents and Approvals. All material filings with government authorities or any other third parties shall have been made and any necessary authorizations, consents or approvals required from such authorities shall have been obtained and shall be in full force and effect.

8.3No Contrary Judgment. On the Closing Date there shall exist no valid judicial order that prohibits the consummation of the transactions contemplated by this Agreement.

8.4Deliveries. The Buyer shall have made or tendered, or caused to be made or tendered, delivery to Huttig of the Purchase Price in accordance withSection 2.6 and the following documents:

(a) a counterpart signature page to any assignment and assumption agreement or other applicable document of transfer to effect the transfer of the Purchased Assets that are intangible personal property, including the Contracts, and the Assumed Liabilities, duly executed by the Buyer;

(b) a counterpart signature page to any assignment and assumption agreement or other applicable document of transfer to effect the transfer of the Leases, duly executed by the Buyer;

(d) such other customary documents, instruments or certificates as shall be reasonably requested by Huttig and as shall be consistent with the terms of this Agreement.

ARTICLE 9

INDEMNIFICATION

9.1Indemnification by Huttig. Subject to the limitations set forth in thisArticle 9, Huttig shall indemnify and hold harmless the Buyer against and in respect of any and all Losses arising from:

(a) any breach or violation of the covenants made in this Agreement by Huttig;

(b) any breach of any of the representations and warranties made inArticle 3 by Huttig, except to the extent of any notice provided by Huttig pursuant toSection 6.5;

(d) the Excluded Liabilities.

9.2Indemnification by the Buyer. Subject to the limitations set forth in thisArticle 9, the Buyer shall indemnify and hold harmless Huttig against and in respect of any and all Losses arising from:

(a) any breach or violation of the covenants made in this Agreement by the Buyer or any of its Affiliates;

(b) any breach of any of the representations or warranties made inArticle 4by the Buyer;

(c) the ownership, use or possession by the Buyer of the Purchased Assets, or the conduct or operation of the Business, occurring at or after the Effective Time;

(d) the Assumed Liabilities; or

(e) any claim made by an Employee as a result of Buyer’s failure to fulfill its covenants underArticle 5.

9.3Notice and Payment of Losses. Upon obtaining knowledge of any Loss, the Party entitled to indemnification (the “Injured Party”) shall promptly notify the Party liable for such indemnification (the “Indemnifying Party”) in writing of such Loss which the Injured Party has determined has given or could give rise to a claim underSections 9.1or9.2 (such written notice being hereinafter referred to as a “Notice of Claim”); provided, however, that failure of an Injured Party timely to give a Notice of Claim to the Indemnifying Party shall not release the Indemnifying Party from its indemnity obligations set forth in thisArticle 9 except to the extent that such failure adversely affects the ability of the Indemnifying Party to defend such claim or increases the amount of indemnification which the Indemnifying Party is obligated to pay hereunder, in which event the amount of indemnification which the Injured Party shall be entitled to receive shall be reduced to an

amount which the Injured Party would have been entitled to receive had such Notice of Claim been timely given. The Injured Party shall use reasonable efforts to mitigate any continuing Losses (including without limitation by using its reasonable efforts to obtain any applicable insurance proceeds and/or indemnity payments) and to obtain or use any Tax savings, benefit, relief, deduction or credit available to the Injured Party. If the Injured Party settles or compromises any third-party claims, or initiates action which is for the purpose in whole or in part of causing a claim to be asserted, prior to giving a Notice of Claim to the Indemnifying Party, the Indemnifying Party shall be released from its indemnity obligation. A Notice of Claim shall specify in reasonable detail, to the extent known by the Injured Party, the nature and, to the extent reasonably calculable, estimated amount of any such claim giving rise to a right of indemnification. The Indemnifying Party shall satisfy its obligations underSections 9.1or9.2 as the case may be, within 60 days of its receipt of a Notice of Claim; provided, however, that for so long as the Indemnifying Party is disputing its liability or defending a third-party claim in good faith pursuant toSection 9.4, its obligations to indemnify the Injured Party with respect thereto shall be suspended until a final unappealable judgment of a court of competent jurisdiction is given in relation to such claim. The Indemnifying Party shall have 30 Business Days (or such shorter period of time that the Injured Party may be required to respond to any suit or governmental action) after receipt of a Notice of Claim to notify the Injured Party (a) whether or not it disputes its liability to the Injured Party with respect to such Notice of Claim and (b) whether it elects to defend a third-party claim pursuant toSection 9.4.

9.4Defense of Third-Party Claims. With respect to any action or any claim set forth in a Notice of Claim relating to a third-party claim (a “Third-Party Claim”), the Indemnifying Party shall have the right, but not the obligation, to assume the defense of any Third-Party Claim in good faith and at its own expense and the Injured Party may participate (but not control) at its expense in the defense of such Third-Party Claim. So long as the Indemnifying Party is defending any such Third-Party Claim in accordance with thisSection 9.4, the Injured Party shall not settle or compromise such Third-Party Claim without the consent of the Indemnifying Party. If such claim is settled by the Injured Party without the Indemnifying Party’s consent, the Injured Party shall be deemed to have waived all rights hereunder for indemnification, or other remedies with respect to such claim. The Indemnifying Party may settle or compromise such Third-Party Claim without the consent of the Injured Party, unless there has not been a complete release of the Injured Party, in which case the Indemnifying Party may not settle or compromise such Third-Party Claim without the consent of the Injured Party, which consent shall not be unreasonably withheld. The Injured Party shall make available to the Indemnifying Party or its representatives all records and other materials reasonably required for use in contesting any Third-Party Claim. The Injured Party shall cooperate fully with the Indemnifying Party in the defense of all such claims. If the Indemnifying Party elects not to defend any such Third-Party Claims, the Injured Party shall have no obligation to do so, but may settle or compromise any such Third-Party Claim at the risk and expense of the Indemnifying Party. The Indemnifying Party will not, however, be responsible for any Losses if and to the extent that they arise from action taken or omitted to be taken by the Injured Party in bad faith, fraudulently, negligently or as a result of a breach of this Agreement by the Injured Party.

9.5Survival of Representations and Warranties. All of the representations and warranties made by any Party inArticle 3 andArticle 4shall survive for a period of twelve (12) months following the Closing Date and thereafter to the extent a Notice of Claim is made prior to such expiration with respect to any breach of such representation or warranty occurring prior to such expiration and set out in such Notice of Claim; provided, however, that (i) the representations

and warranties contained inSections 3.1,3.2,3.3,4.1 and4.2 shall survive the Closing Date without any time limit, (ii) the representations and warranties contained inSection 3.6 shall survive the Closing Date until the expiration of the applicable statutes of limitations and (iii) the representations and warranties contained inSection 3.16 shall survive the Closing Date for a period of five (5) years following the Closing Date. No Injured Party shall be entitled to indemnification for breach of any representation and warranty set forth inArticle 3 andArticle 4unless a Notice of Claim of such breach has been given to the Indemnifying Party within the period of survival of such representation and warranty as set forth herein.

9.6Limitation on Indemnification.

(a) The provisions for indemnity underSections 9.1(b) and9.2(b), as the case may be, shall be effective only when the aggregate amount of all Losses for which indemnification is sought from either Huttig or the Buyer, respectively, under such sections, exceeds One Hundred Thousand U.S. Dollars (US$100,000) (the “Indemnity Threshold”), in which case the Injured Party shall be entitled to indemnification of the Injured Party’s Losses only in excess thereof; provided, however that any Losses for which indemnification is sought pursuant toSections 9.1(b) and9.2(b), as applicable, which, individually or (if such Losses are substantially related to one another) in the aggregate are less than Three Thousand U.S. Dollars (US$3,000) shall not be included in calculating the Indemnity Threshold until such Losses exceed $25,000 in the aggregate, in which case the Losses in excess of $25,000 shall be included in calculating the Indemnity Threshold.

(b) The indemnification obligations of each of Huttig and the Buyer pursuant toSections 9.1(a), 9.1(b),9.2(a) and 9.2(b), as the case may be, shall be limited to Losses that, in the aggregate, do not exceed 50% of the Purchase Price (the “Maximum Indemnity Amount”) and in no event shall either Party be liable for indemnification of Losses under such sections in excess of the Maximum Indemnity Amount. Notwithstanding the foregoing, Losses based upon a breach of representation or warranty made pursuant toSections 3.1,3.2, 3.3,4.1and4.2 shall not be limited to the Maximum Indemnity Amount but such amounts recovered by the Injured Party with respect to a breach underSections 3.1,3.2, 3.3,4.1and4.2 shall be applied toward the Maximum Indemnity Amount.

(c) Notwithstanding anything in this Agreement to the contrary, no action, event, occurrence, liability, obligation, contract or other matter shall constitute a breach of any covenant, representation or warranty of Huttig that entitles the Buyer to indemnification hereunder:

(i) if the action, event or occurrence giving rise to liability or the liability, obligation, contract or other matter is set out in the Disclosure Schedules;

(ii) to the extent that the action, event or, occurrence giving rise to liability or the liability, obligation, contract or other matter was provided for, or specifically referred to, in the Closing Statement; or

(iii) if the action, event or occurrence giving rise to liability or liability, obligation, contract or other matter was actually known to the Buyer as of the Closing Date.

9.7Exclusive Remedy. In the absence of fraud, the indemnification provisions set forth in thisArticle 9 shall provide the exclusive remedy for breaches of any covenant, agreement, representation or warranty set forth in this Agreement or any other agreement ancillary hereto executed pursuant to this Agreement. Notwithstanding the foregoing, each Party shall be entitled to such equitable remedies to which such Party may otherwise be entitled, including, without limitation, the ability to apply to any court of competent jurisdiction for specific performance or injunctive relief.

9.8Other Limitations. Notwithstanding anything to the contrary contained herein, in the absence of fraud, no Party shall be liable to or otherwise responsible to any other party hereto or any Affiliate of any other Party for consequential, incidental, punitive or special damages or for diminution in value or lost profits that arise out of or relate to this Agreement or the performance or breach hereof or any liability retained or assumed hereunder or thereunder.

ARTICLE 10

MISCELLANEOUS PROVISIONS

10.1Notice. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made upon (i) in the case of personal delivery or delivery by facsimile, on the date of such delivery, (ii) in the case of nationally-recognized overnight courier, on the next Business Day following dispatch and (iii) in the case of mailing, on the third Business Day following such mailing if sent by certified mail, return receipt requested, postage prepaid, addressed at the address or facsimile number shown in thisSection 10.1 for, or such other address as may be designated in writing hereafter by, such Party:

If to the Buyer:

Hendricks Companies, Inc.

1015 Brundidge Blvd., P.O. Box 589

Troy, AL 36081-0589

Fax: (334) 566-4629Attention: S. Kenneth Hendricks

With copies to:

Kaufman & Rothfeder, P.C.

P.O. Drawer 4540

Montgomery, Alabama 36103

Telephone: (344) 244-1111

Fax: (344) 244-1969

Attention: Jo K. Parr

If to Huttig:

Huttig Building Products Inc.

555 Maryville University Dr., Suite 240

St. Louis, MO 63141

Fax number (314) 216-8793

Attention: Nick H. Varsam, Vice President – General Counsel

With copies to:

Bryan Cave LLP

One Metropolitan Square

211 North Broadway, Suite 3600

St. Louis, Missouri 63102

Telephone: (314) 259-2000

Fax: (314) 259-2020

Attention: John M. Welge, Esq.

10.2Termination. This Agreement may be terminated at any time prior to the Closing only:

(a) by mutual written consent of Huttig and the Buyer;

(b) by the Buyer in the event of the disclosure by Huttig of any development or other information occurring after the date hereof in the Ordinary Course which renders any representation, warranty or statement contained in this Agreement or the Disclosure Schedule hereto inaccurate or incomplete at any time prior to Closing, provided that such subsequent disclosure is material and adverse to the business of any branch and further provided that the Buyer shall furnish Huttig with a written explanation setting forth the basis under which Buyer has elected to terminate;

(c) by Huttig or the Buyer if the other Party shall have breached any material provisions of this Agreement and shall not have cured such breach within 10 days of receiving notice of such breach by the non-breaching party; or

(d) if the Closing shall not have occurred prior to January 31, 2005.

(e) In the event of any termination of this Agreement as provided in thisSection 10.2, this Agreement shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of the Buyer or Huttig, except that the provisions ofSection 6.2 shall survive any such termination of this Agreement.

10.3Entire Agreement. This Agreement and the Disclosure Schedule and Exhibits hereto embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings relative to such subject matter.

10.4Severability. If any provision hereof shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision hereof, as long as the remaining provisions, taken together, are sufficient to carry out the overall intentions of the Parties as evidenced hereby.

10.5Assignment; Binding Agreement. This Agreement and various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Parties hereto and their successors and permitted assigns. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned by the Parties hereto without the

prior written consent of the other Party (which consent shall not be unreasonably withheld), except that the Buyer shall have the right to transfer and assign its rights hereunder to any entity which is controlled by the Buyer or by the Affiliates of the Buyer. No such assignment shall relieve the Buyer of any liability or obligation hereunder.

10.6Counterparts. This Agreement may be executed simultaneously in multiple counterparts, and in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

10.7Headings; Interpretation. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. Each reference in this Agreement to an Article, Section, Schedule, or Exhibit, unless otherwise indicated, shall mean an Article or a Section of this Agreement or a Schedule or Exhibit attached to this Agreement, respectively. References herein to “days”, unless otherwise indicated, are to consecutive calendar days. All Parties have participated substantially in the negotiation and drafting of this Agreement and no ambiguity herein should be construed against the draftsman.

10.8Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware applicable to contracts to be carried out wholly within such State.

10.9Disclosure Generally. The information furnished in the Disclosure Schedule is arranged in sections corresponding to the sections contained in this Agreement, and the disclosures in any section of the Disclosure Schedule shall qualify (i) the corresponding section of this Agreement, and (ii) other sections of this Agreement to the extent (notwithstanding the absence of a specific cross-reference) it is clear from a reasonable reading of the Disclosure Schedules and such other sections of this Agreement that such disclosure is also applicable to other sections of this Agreement. The Disclosure Schedule and the information and disclosures contained in the Disclosure Schedule is intended only to qualify and limit the representations and warranties of Huttig contained in this Agreement and shall not be deemed to expand in any way the scope of any such representation, or warranties or covenants. The inclusion of any information in the Disclosure Schedule shall not be deemed to be an admission or acknowledgment that such information is material or outside the Ordinary Course.

10.10No Third Party Beneficiaries or Other Rights. Nothing herein shall grant to or create in any Person not a party hereto, including but not limited to an employee of Huttig, the Buyer or any Affiliate of either, or any such person’s Affiliates, any right to any benefits hereunder, and no such party shall be entitled to sue either Party to this Agreement with respect thereto. The representations and warranties contained in this Agreement are made for purposes of this Agreement only and shall not be construed to confer any additional rights on the Parties under applicable state or federal or foreign securities laws.

[Signatures on following page]

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed as of the date first above written.


“BUYER”
HENDRICKS COMPANIES, INC.

By:
Name:
Title:

“HUTTIG”
HUTTIG BUILDING PRODUCTS, INC.

By:
Name:
Title:

TABLE OF SCHEDULES AND EXHIBITS


Exhibit A		List of Employees
Exhibit B		List of Facilities
Exhibit C		List of Knowledge Persons
Exhibit D		List of Equipment
Exhibit E		Wire Transfer Instructions
Exhibit F		Allocation of Purchase Price
Exhibit G		IT Transitional Services

Disclosure Schedule

Section 3.1(c) – Consents

Section 3.2 –Authorizations

Section 3.3 - Ownership

Section 3.4 – Financial Statements

Section 3.5 – Absence of Certain Developments

Section 3.6 - Taxes

Section 3.7 - Litigation

Section 3.9 – Owned Real Property

Section 3.10 - Real and Personal Property Leases

Section 3.11 – Condition of Assets

Section 3.13- Contracts

Section 3.14 – Licenses and Permits

Section 3.15 – Compliance with Laws

Section 3.16 – Environmental

Section 3.17 – Labor Matters

Section 3.18 – Product Liability

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	8th grade Avg

Huttig Building Products 10-K2004 FY Annual report

Content analysis