EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER BLUESCOPE STEEL LIMITED, BSL ACQUISITION CORPORATION AND BUTLER MANUFACTURING COMPANY AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 15, 2004 TABLE OF CONTENTSAgreement and Plan of Merger • February 17th, 2004 • Butler Manufacturing Co • Prefabricated metal buildings & components • Delaware
andRights Agreement • September 23rd, 1998 • Butler Manufacturing Co • Prefabricated metal buildings & components • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • January 26th, 2005 • Butler Manufacturing Co • Prefabricated metal buildings & components
EXHIBIT 2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1 TO RIGHTS AGREEMENT ("Amendment No. 1"), dated as of February 15, 2004, between Butler Manufacturing Company, a Delaware corporation (the "Company"), and UMB Bank, N.A., as Rights Agent...Rights Agreement • February 18th, 2004 • Butler Manufacturing Co • Prefabricated metal buildings & components
EXHIBIT 4.1.1 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"), dated as of December 17, 2002, (the "Second Amendment Date") is entered into among BUTLER MANUFACTURING COMPANY, a Delaware...Credit Agreement • December 23rd, 2002 • Butler Manufacturing Co • Prefabricated metal buildings & components • Texas
ASSET PURCHASE AGREEMENT, dated as of the close of business on March 31, 1997 (this "AGREEMENT"), between BUTLER MANUFACTURING COMPANY, a Delaware corporation ("SELLER") and CTB, INC., an Indiana corporation ("BUYER"). W I T N E S S E T H: WHEREAS,...Asset Purchase Agreement • July 3rd, 1997 • Butler Manufacturing Co • Prefabricated metal buildings & components • Indiana
50,000,000 7.87% Senior Notes due December 30, 2016Note Purchase Agreement • August 14th, 2001 • Butler Manufacturing Co • Prefabricated metal buildings & components • Iowa
ARTICLE I SURVIVOR, ARTICLES OF INCORPORATION, ETC.Merger Agreement • June 20th, 1997 • Butler Manufacturing Co • Prefabricated metal buildings & components • Wisconsin
65,000,000 CREDIT AGREEMENT AMONG BUTLER MANUFACTURING COMPANY CERTAIN LENDERS AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE LENDER June 20, 2001Credit Agreement • August 14th, 2001 • Butler Manufacturing Co • Prefabricated metal buildings & components • Texas
FIRST WAIVER TO THE BANK CREDIT AGREEMENTCredit Agreement • November 15th, 2002 • Butler Manufacturing Co • Prefabricated metal buildings & components • Texas
AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE AGREEMENTSplit Dollar Life Insurance Agreement • November 15th, 2002 • Butler Manufacturing Co • Prefabricated metal buildings & components
Exhibit 4.1.2 WAIVER AND AMENDMENT TO CREDIT AGREEMENT THIS WAIVER AND AMENDMENT TO CREDIT AGREEMENT (this "Waiver and Amendment"), dated as of February 3, 2003, by and among the lenders listed on the signature pages hereof (the "Lenders"), BUTLER...Credit Agreement • February 10th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components • Texas
FIRST AMENDMENT TO THE BANK CREDIT AGREEMENTCredit Agreement • November 15th, 2002 • Butler Manufacturing Co • Prefabricated metal buildings & components • Texas
AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE AGREEMENT This Amendment, made and entered into as of this _________ day of ______________________________________, 2002, by and between BUTLER MANUFACTURING COMPANY, a Delaware corporation (hereinafter...Split Dollar Life Insurance Agreement • November 15th, 2002 • Butler Manufacturing Co • Prefabricated metal buildings & components
NOTEHOLDER AMENDMENT AGREEMENTNoteholder Amendment Agreement • March 12th, 2004 • Butler Manufacturing Co • Prefabricated metal buildings & components • New York
This NOTEHOLDER AMENDMENT AGREEMENT (this “Agreement”), dated as of December 30, 2003, by and among (i) BUTLER MANUFACTURING COMPANY (the “Company”), (ii) the undersigned holders of the 1994 Notes (as constituted from time to time, the “1994 Noteholders”), (iii) the undersigned holders of the 1998 Notes (as constituted from time to time, the “1998 Noteholders”), and (iv) the undersigned holders of the 2001 Notes (as constituted from time to time, the “2001 Noteholders”, and together with the 1994 Noteholders and the 1998 Noteholders, the “Noteholders”).
SECURITY AGREEMENT Among The Grantors Named Herein as Grantors and BANK OF AMERICA, N.A. as Collateral Agent February 28, 2003Security Agreement • March 13th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components • Texas
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENTIntercreditor and Collateral Agency Agreement • March 13th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components • Texas
THIS INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this “Agreement”), dated as of February 28, 2003, is made by and among the holders of 8.02% Senior Notes due December 30, 2003 (together with their successors and assigns, the “1994 Noteholders”) of Butler Manufacturing Company (the “Company"), the holders of the Company’s 6.57% Senior Notes due March 20, 2013 (together with their successors and assigns, the “1998 Noteholders") and the holders of the Company’s 7.87% Senior Notes due December 30, 2016 (together with their successors and assigns, the “2001 Noteholders” and, together with the 1994 Noteholders and the 1998 Noteholders, collectively the “Noteholders” and individually a “Noteholder"); the following banks or other lenders: Bank of America, N.A., Commerce Bank, N.A. and U.S. Bank National Association (collectively, together with the other lenders from time to time party to the Credit Agreement (as defined below) and their successors and assigns, the “Banks” and each individua
NOTEHOLDER ACKNOWLEDGEMENT AGREEMENTNoteholder Acknowledgement Agreement • March 12th, 2004 • Butler Manufacturing Co • Prefabricated metal buildings & components • New York
This ACKNOWLEDGEMENT AGREEMENT, dated as of February 15, 2004, by and among (i) BUTLER MANUFACTURING COMPANY (the “Company”), (ii) the undersigned holders of the 1994 Notes (as constituted from time to time, the “1994 Noteholders”), (iii) the undersigned holders of the 1998 Notes (as constituted from time to time, the “1998 Noteholders”), and (iv) the undersigned holders of the 2001 Notes (as constituted from time to time, the “2001 Noteholders”, and together with the 1994 Noteholders and the 1998 Noteholders, the “Noteholders”).
First Amendment To the June 1, 1994 Note Agreement Dated February 28, 2003 BUTLER MANUFACTURING COMPANY FIRST AMENDMENT TO NOTE AGREEMENT $35,000,000 Principal Amount 8.02% Senior Notes Due December 30, 2003Note Agreement • March 13th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components • Illinois
Reference is made to the Note Agreement dated as of June 1, 1994 among Butler Manufacturing Company (the “Company”) and the Purchasers named in Schedule I thereto (as amended, the “Note Agreement”), pursuant to which the Company issued $35,000,000 principal amount of its 8.02% Senior Notes due December 30, 2003 (the “Notes You are referred to herein individually as a “Holder” and collectively as the “Holders.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Note Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 13th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components • Texas
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of February 28th, 2003, (the “Third Amendment Date”) is entered into among BUTLER MANUFACTURING COMPANY, a Delaware corporation (“Borrower”), the banks listed on the signature pages hereof (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Lender (in said capacity, the “Administrative Lender”).
February 15, 2004Butler Manufacturing Co • March 12th, 2004 • Prefabricated metal buildings & components • New York
We refer to the (i) Note Agreement, dated as of June 1, 1994 (as amended pursuant to the First Amendment, dated as of February 28, 2003, and as further amended from time to time, the “1994 Note Agreement”), by and among Butler Manufacturing Company (including its successors and assigns, the “Company”) and the holders of the Company’s 8.02% Senior Notes due December 30, 2003 (as constituted from time to time, the “1994 Noteholders”), (ii) Note Agreement, dated as of March 1, 1998 (as amended pursuant to the First Amendment, dated as of February 28, 2003, and as further amended from time to time, the “1998 Note Agreement”), by and
First Amendment To The March 1, 1998 Note Agreement Dated February 28, 2003 BUTLER MANUFACTURING COMPANY FIRST AMENDMENT TO NOTE AGREEMENT $35,000,000 Principal Amount 6.57% Senior Notes Due March 20, 2013Note Agreement • March 13th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components • Illinois
Reference is made to the Note Agreement dated as of March 1, 1998 among Butler Manufacturing Company (the “Company”) and the Purchaser named in Schedule I thereto (as amended, the “Note Agreement”), pursuant to which the Company issued $35,000,000 principal amount of its 6.57% Senior Notes due March 20, 2013 (the “Notes”). You are referred to herein as the “Holder.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Note Agreement.
First Amendment To The June 20,2001 Note Agreement Dated February 28, 2003 BUTLER MANUFACTURING COMPANY FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT $50,000,000 Principal Amount 7.87% Senior Notes Due December 30, 2016Note Purchase Agreement • March 13th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components • Illinois
Reference is made to the Note Purchase Agreement dated as of June 20, 2001 among Butler Manufacturing Company (the “Company”) and each of the Purchasers named in Schedule A thereto (as amended, the “Note Agreement”), pursuant to which the Company issued $50,000,000 principal amount of its 7.87% Senior Notes due December 30, 2016 (the “Notes”). You are referred to herein individually as a “Holder” and collectively as the “Holders.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Note Agreement.
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...Butler Manufacturing Co • April 23rd, 2004 • 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.
Exhibit 99.1 KANSAS CITY, MO, May 15, 2003 -- Butler Manufacturing Company, (NYSE:BBR) has signed a letter of intent to sell substantially all the assets of its Lester Building Systems business to a management team headed by John R. Hill, the current...Kansas City • May 15th, 2003 • Butler Manufacturing Co • Prefabricated metal buildings & components
KANSAS CITY, MO, May 15, 2003 -- Butler Manufacturing Company, (NYSE:BBR) has signed a letter of intent to sell substantially all the assets of its Lester Building Systems business to a management team headed by John R. Hill, the current Lester division president.
