April 23, 2004 Mr. John J Holland Chairman and CEO Butler Manufacturing Company 1540 Genessee Street PO Box 410064 Kansas City, Missouri 64141-0064 Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated February 15, 2004 (the...Merger Agreement • April 23rd, 2004 • Butler Manufacturing Co • Prefabricated metal buildings & components
Reference is made to that certain Agreement and Plan of Merger, dated February 15, 2004 (the "Merger Agreement"), by and among BlueScope Steel Limited ("Parent"), BSL Acquisition Corporation ("Purchaser") and Butler Manufacturing Company ("Butler") (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Merger Agreement). Pursuant to Section 5.16 of the Merger Agreement, Butler has provided Parent with unaudited consolidated financial statements for the three months ended March 31, 2004 (the "Financial Statements"). Furthermore, pursuant to clauses (iv) and (v) of Section 8.4 (e) of the Merger Agreement, a Company Material Adverse Change is conclusively deemed to have occurred unless Butler meets certain specified thresholds for EBIT, Net Cash Flow and Backlog in the Financial Statements.
