EXHIBIT 10.6
Asset Purchase Agreement
(Reno/Sparks)
This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of
June 2, 2004 (the "Effective Date") by and between CROWN PACIFIC LIMITED
PARTNERSHIP, a Delaware limited partnership ("Seller"), Debtor-in-Possession
under Jointly Administered Case No. 03-11258-PHX-RJA (the "Case") in the United
States Bankruptcy Court for the District of Arizona (the "Bankruptcy Court")
filed on June 29, 2003 (the "Petition Date") under Chapter 11 of Title 11 of the
United States Code (the "Bankruptcy Code"), and RENO LUMBER, a Nevada
corporation ("Buyer").
Recitals:
A.
Seller owns and operates a contractor supply business in Sparks,
Nevada (the "Business").
B.
Seller wishes to sell substantially all assets associated with the
Business to Buyer, and Buyer wishes to purchase such assets from Seller, in each
case on the terms and conditions set forth in this Agreement.
Agreements:
In consideration of the foregoing, the mutual covenants of the parties set forth
in this Agreement, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties, intending to be legally
bound, agree as follows:
1.
Purchase and Sale.
1.1
Agreement to Purchase and Sell. On the terms and subject to the
conditions set forth in this Agreement, Seller agrees to sell, transfer, assign,
convey, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of
Seller's right, title, and interest as of the Closing Date in and to the
following assets (collectively, the "Purchased Assets"):
1.1.1.
CONTRACTS.
TO THE EXTENT TRANSFERABLE, SELLER'S RIGHT, TITLE, AND
INTEREST (I) AS LESSEE UNDER THOSE EQUIPMENT LEASES AND SIMILAR ARRANGEMENTS
LISTED ON SCHEDULE A-1 TO THIS AGREEMENT (THE "PERSONAL PROPERTY LEASES"), AND
(II) AS A PARTY TO THOSE OTHER CONTRACTS, LICENSES, AGREEMENTS, AND SIMILAR
ARRANGEMENTS LISTED ON SCHEDULE A-2 TO THIS AGREEMENT AND ALL PURCHASE ORDERS
ARISING OUT OF THE OPERATION OF THE BUSINESS AND OUTSTANDING AS OF THE CLOSING
DATE, INCLUDING, WITHOUT LIMITATION, THOSE PURCHASE ORDERS LISTED ON SCHEDULE
A-3 TO BE DELIVERED AT CLOSING (THE "OTHER CONTRACTS");
1.1.2.
REAL PROPERTY AND IMPROVEMENTS.
SELLER'S RIGHT, TITLE AND INTEREST
IN AND TO: (A) THE REAL PROPERTY DESCRIBED IN THE LEGAL DESCRIPTIONS LISTED ON
SCHEDULE A-4 TO THIS AGREEMENT ("THE "REAL PROPERTY"), AND (B) ALL IMPROVEMENTS
LOCATED THEREON (THE "IMPROVEMENTS");
1.1.3.
PERSONAL PROPERTY.
THOSE ITEMS OF EQUIPMENT AND TANGIBLE PERSONAL
PROPERTY OWNED BY SELLER AND LISTED ON SCHEDULE B-1 (BUILDINGS, MACHINERY AND
EQUIPMENT) AND SCHEDULE B-2 (OFFICE FURNITURE AND EQUIPMENT) TO THIS AGREEMENT
AND ANY OTHER TANGIBLE PERSONAL PROPERTY ACQUIRED BY SELLER AFTER THE EFFECTIVE
DATE AND PRIOR TO THE CLOSING DATE EXCLUSIVELY IN CONNECTION WITH THE BUSINESS
(THE "PERSONAL PROPERTY");
1.1.4.
INTANGIBLE PROPERTY.
ALL INTANGIBLE PERSONAL PROPERTY OWNED OR
HELD BY SELLER AND USED SOLELY AND EXCLUSIVELY IN CONNECTION WITH THE BUSINESS,
BUT IN EACH CASE ONLY TO THE EXTENT OF SELLER'S INTEREST THEREIN AND ONLY TO THE
EXTENT TRANSFERABLE, TOGETHER WITH THE BOOKS AND RECORDS (THE "INTANGIBLE
PROPERTY");
1.1.5.
RECEIVABLES.
ALL ACCOUNTS RECEIVABLE ARISING OUT OF THE OPERATION
OF THE BUSINESS AND OUTSTANDING