XXXXXXX 0
Xxxxxxxx & Xxxxxxx, X.X.X.
000 Xxxxx Xxxxxx
Xx. Xxxxx, XX 00000
January 19, 1999
ABT Building Products Corporation
Xxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxxx 00000
Louisiana-Pacific Corporation
000 X.X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Re: TERMINATION OF FEE AGREEMENT
Ladies and Gentlemen:
Reference is hereby made to (i) that certain Fee Agreement
(the "Fee Agreement"), dated as of October 20, 1992, between ABT Building
Products Corporation, a Delaware corporation ("Company") and Kohlberg & Company,
L.L.C. (formerly Kohlberg & Co., L.P.), a Delaware limited liability company
("KoCo"), and (ii) that certain Agreement and Plan of Merger (the "Merger
Agreement"), dated as of January 19, 1999, by and among Louisiana-Pacific
Corporation, a Delaware corporation ("Parent"), Striper Acquisition, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and
Company, pursuant to which Merger Sub will merge with and into Company (the
"Merger").
Except as otherwise defined herein, terms used herein with
initial capital letters have the respective meanings ascribed thereto in the
Merger Agreement.
KoCo hereby elects to terminate the Fee Agreement, effective
upon the purchase of Shares pursuant to the Offer. KoCo hereby agrees that,
notwithstanding anything to the contrary contained in the Fee Agreement, all
fees to which it would otherwise be entitled under Section 2 of the Fee
Agreement in respect of the year in which such termination occurs shall be
prorated on the basis of the number of days elapsed and remaining, respectively,
in such year at the time of such termination. Nothing contained herein shall
affect the survival of those provisions of the Fee Agreement which survive
termination including without limitation the indemnity provision thereof.
ABT Building Products Corporation
Louisiana Pacific Corporation
January 19, 1999
Page 2
If you are in agreement with the foregoing, please so indicate
by executing the acceptance set forth below and returning a copy of this letter
agreement to KoCo, whereupon this letter agreement shall be a binding agreement
between KoCo, Company and Parent.
Very truly yours,
KOHLBERG & CO., X.X.
XXXXXXXX & XXXXXXXX
PARTNERS, L.L.C.
By: __________________________
Name:
Title:
ACCEPTED AND AGREED:
ABT BUILDING PRODUCTS CORPORATION
By: _______________________________
Name:
Title:
LOUISIANA-PACIFIC CORPORATION
By: _______________________________
Name:
Title:
