EXHIBIT
10.2
Amendment No. 1 to
Asset Purchase Agreement
(Mills)
This AMENDMENT NO. 1 TO ASSET
PURCHASE AGREEMENT (MILLS) (the “ Amendment ”)
is made and entered into as of August 18, 2004, by and between
CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership
(“ Seller ”), Debtor-in-Possession under Jointly
Administered Case No. 03-11258-PHX-RJH in the United States
Bankruptcy Court for the District of Arizona filed on June 29,
2003 under Chapter 11 of Title 11 of the United States
Code, and INTERNATIONAL FOREST PRODUCTS LIMITED, a British Columbia
corporation (“ Buyer ”).
Recitals
:
A.
Seller and
Buyer are parties to that certain Asset Purchase Agreement (Mills)
dated as of July 9, 2004 (the “ Agreement ”),
pursuant to which Seller has agreed to sell and Buyer has agreed to
purchase, on the terms and conditions set forth therein, certain
lumber manufacturing facilities and related assets more fully
described therein. Capitalized terms used but not defined herein
have the respective meanings set forth in the Agreement.
B.
Seller has
determined that certain contracts, listed on the attached Annex
A (the “ Additional Contracts ”), were
inadvertently omitted from Schedule 1.1.5-2 to the
Agreement.
C.
Buyer has
informed Seller pursuant to Section 3.6 of the Agreement of its
desire to exclude certain Assigned Contracts from the Purchased
Assets .
D.
The parties wish to amend the
Agreement to provide for (i) the inclusion in the Purchased Assets
of Seller’s interest in the Additional Contracts, and (ii)
the exclusion from the Purchased Assets of the Assigned Contracts
designated by Buyer.
Agreements
:
In consideration of the foregoing
and the mutual covenants of the parties set forth in this
Amendment, the parties, intending to be legally bound, agree as
follows:
1.
Additions
to Purchased Assets .
Schedule
1.1.5-2 to the Agreement is hereby
amended by inserting at the end thereof the Additional Contracts
.
2.
Exclusion
of Certain Contracts .
(a)
Schedule 1.1.5-1 and Schedule 1.1.5-2 to the Agreement
are hereby amended by deleting therefrom each of the Other
Contracts listed on Part A and Part B, respectively, of
the attached Annex B and substituting the following in lieu
thereof: “Intentionally Omitted”.
1
(b)
Schedule 1.2
to the Agreement is hereby amended
by inserting at the end thereof the agreements listed on the
attached Annex C .
3.
Modification
. This
Amendment may not be modified or
amended except by the written agreement of the parties.
4.
Binding
Effect . The provisions of this
Amendment shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted
assigns.
5.
Effect of
Amendment . Except as expressly
provided in this Amendment, the Agreement shall remain unamended
and in full force and effect. All references in the Agreement to
“this Agreement” shall be deemed to mean the Agreement
as amended by this Amendment.
6.
Execution
. This Amendment
may be executed in any number of counterparts, all of which
together shall constitute one and the same agreement. Each party
may rely upon the signature of each other party on this Amendment
that is transmitted by facsimile as constituting a duly authorized,
irrevocable,
