AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment to Asset Purchase Agreement (this "Amendment"), dated
November 10, 1997, is between BMC West Corporation, a Delaware corporation (the
"Purchaser"), and Lone Star Plywood & Door Corp., a Delaware corporation (the
"Seller").
RECITALS
1. The Purchaser and the Seller have entered into that certain Asset
Purchase Agreement, dated as of October 6, 1997 (the "Agreement"), pursuant to
which the Purchaser has agreed to purchase from the Seller, and the Seller has
agreed to sell to the Purchaser, certain assets of the Seller, on the terms and
subject to the conditions set forth therein. Capitalized terms used herein and
not otherwise defined shall have the meanings set forth in the Agreement.
2. The Purchaser and the Seller desire to amend the Agreement to reflect
that the Purchaser has agreed, on the terms and conditions set forth herein, to
assume the obligations of the Seller to pay certain Change of Control Bonuses
(as defined in certain Change of Control Agreements between the Seller and
certain of its employees (the "Change of Control Agreements")) and similar
bonuses the Seller previously agreed to pay to certain of its employees.
AGREEMENT
Now, therefore, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth, the Purchaser and the Seller
hereby amend the Agreement as follows:
Section 1. CHANGE OF CONTROL BONUSES. The Purchaser hereby agrees that,
on the Closing Date, it shall execute and deliver the Assumption Agreement,
pursuant to which, among the other items identified therein, the Seller shall
agree to pay, perform and discharge, if and when due, the obligations of the
Seller to pay the Change of Control Bonuses, as defined in the Change of Control
Agreements, and similar bonuses the Seller agreed to pay to certain of its
employees, in the amounts set forth on SCHEDULE A attached hereto (collectively,
the "Change of Control Bonuses").
Section 2. ADJUSTMENTS TO PURCHASE PRICE.
(a) The Purchase Price shall be reduced, on the Closing Date, by the
estimated amount of the Change of Control Bonuses (which amount shall be
estimated
assuming that all Change of Control Bonus will be due and payable) plus an
amount equal to 1.45 percent of each Change of Control Bonus to reflect the
amount of medicare tax that will be payable by the Purchaser upon payment of the
Change of Control Bonuses.
(b) If, for any reason, one or more Change of Control Bonuses do not
become due and payable by the Purchaser, then within 100 days after the Closing
Date, the Purchaser shall pay to the Seller, by wire transfer in immediately
available funds, an amount equal to any Change of Control Bonuses that have not
become due and payable plus an amount equal to 1.45 percent of such Change of
Control Bonuses.
(c) In the event that the Purchaser is required to pay additional
taxes or fees (in addition to the medicare tax) due to its payment of any Change
of Control Bonuses, the Seller shall reimburse the Purchaser for such taxes or
fees within 15 days after invoices are received by Seller, which invoices shall
specify in reasonable detail the amount and nature of the taxes or fees incurred
by Purchaser.
Section 3. MISCELLANEOUS
(a) The Agreement, to the extent not inconsistent with the terms set
forth herein, shall remain in full force and effect.
(b) The descriptive headings contained in this Amendment are for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Amendment.
(c) This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Oregon applicable to contracts executed and to be
performed in that State.
(d) This Amendment may be executed in one or more counterparts, and
by the different parties hereto and separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Asset
Purchase Agreement to be duly executed as of the date first written above.
BMC WEST CORPORATION
By: /s/ Donald S. Hendrickson
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Name: DONALD S. HENDRICKSON
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Title: PRESIDENT AND CEO
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LONE STAR PLYWOOD & DOOR CORP.
By: /s/ William E. Smith
--------------------------------
Name: William E. Smith
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Title: President and CEO
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SCHEDULE A
CHANGE OF CONTROL BONSUES
William Smith $100,000
Danny McQuary 50,000
Dave Ondrasek 50,000
Ralph Imrecke 50,000
Ken Hawkins 50,000
Manuel Ortega 15,000
J. Randy Hamrick 15,000
Jan Richards 15,000
Randy Lutz 15,000
Randy Nagle 15,000
David Schulman 15,000
Paul Evans 15,000
Keith Goodney 15,000
Greg McDonald 15,000
Dennis Odom 15,000
Quin Harris 15,000
Mark Sanderson 15,000
Clyde Anderson 15,000
Ron Perry 15,000
Lee Jeffcoat 6,000
Loren Cook 4,000
Lloyd Gorsline 5,000
Ken Neudoerffer 5,000
Tim Noble 5,000
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TOTAL $535,000