EXHIBIT 2.4
Assumption Agreement
This Assumption Agreement (the "Assumption Agreement") is made and entered
into as of the _______ day of _____________________, 1996 by and between KEVCO
DELAWARE, INC., a Delaware corporation (the "Company"), and SUNBELT WOOD
COMPONENTS, INC., a Delaware corporation ("Sunbelt");
WITNESSETH:
WHEREAS, the Company has determined that it is in its best interest to
restructure its operations along product lines in order to, among other things,
enable its Sunbelt Wood Components division (the "Division") to more accurately
account for and budget its revenues and expenses, including overhead expenses,
conduct its business and achieve a higher visibility and separate identity as a
manufacturer of wood products for sale generally to the manufactured housing
industry (the "Restructuring"); and
WHEREAS, following consummation of the Restructuring, Sunbelt will be a
wholly-owned subsidiary of the Company;
WHEREAS, in connection with the Restructuring, Sunbelt has agreed to assume
the debts, obligations and liabilities of the Company as set forth on the
balance sheet of the Division, as well as any other liabilities incurred in the
ordinary course of business of the Division since the date thereof (the "Assumed
Liabilities");
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is agreed as follows:
1. Assumed Liabilities. Sunbelt hereby assumes the Assumed Liabilities
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and hereby covenants and agrees to and with the Company to timely, punctually
and promptly keep, perform, fulfill and discharge in accordance with their
respective terms, each and every of the Assumed Liabilities.
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2. Indemnification. Sunbelt hereby covenants and agrees to indemnify and
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hold harmless the Company and its officers, directors, shareholders and other
representatives from and against any breach of this Assumption Agreement or any
failure by Sunbelt to fulfill or perform any of the terms or provisions of this
Assumption Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Assumption
Agreement to be executed by their respective officers, duly authorized, as of
the day and year first above written, effective ____________________, 1996.
COMPANY:
KEVCO DELAWARE, INC.
By:
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Its
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SUNBELT:
SUNBELT WOOD COMPONENTS, INC.
By:
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Its
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