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ASSET PURCHASE AGREEMENT

by and among

GEORGIA-PACIFIC CORPORATION,

GEORGIA-PACIFIC BUILDING MATERIALS SALES, LTD.

and

ABP DISTRIBUTION INC.

March 12, 2004

Table of Contents

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of March 12, 2004, by and among Georgia-Pacific Corporation, a Georgia corporation (“GP” or a “Seller”), Georgia-Pacific Building Materials Sales, Ltd., a New Brunswick corporation and a wholly owned subsidiary of GP (“GPBMS” or a “Seller” and, together with GP, “Sellers”), and ABP Distribution Inc., a Georgia corporation (“Purchaser”).

PRELIMINARY STATEMENT

Sellers and Purchaser wish to provide for the sale to Purchaser of the Acquired Assets and the assumption by Purchaser of the Assumed Liabilities, upon the terms and subject to the conditions set forth in this Agreement.

Sellers and Purchaser desire to enter into the Ancillary Documents.

This Agreement has been approved and adopted by the respective boards of directors of each Seller and Purchaser.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

ARTICLE I

Purchase and Sale of Acquired Assets; Assumption of Assumed Liabilities

SECTION 1.1                 Purchase and Sale.  Upon the terms and subject to the conditions of this Agreement, at the Closing and for the consideration specified in this Article I, each Seller agrees to, or to cause its affiliates to, sell, assign, transfer, convey and deliver to Purchaser, or one or more of its affiliates designated by it, free and clear of all Liens (other than Permitted Liens), all of its legal and beneficial right, title and interest in, to and under the Acquired Assets and the Assumed Liabilities, and Purchaser agrees to, or to cause one or more affiliates designated by it to, purchase, acquire and accept from each Seller or its affiliates all such legal and beneficial right, title and interest in, to and under the Acquired Assets and to assume, be responsible for and perform all the Assumed Liabilities.

SECTION 1.2                 Acquired and Excluded Assets.

(a)           Except as set forth below or in Section 1.2(b), the term “Acquired Assets” shall mean all legal and beneficial right, title and interest of each Seller and, if applicable, its affiliates on the Closing Date in, to and under all of Sellers’ or such affiliates’ assets, privileges, claims, rights, properties and Contracts of whatever kind or nature, real and personal, tangible and intangible, absolute or contingent, owned, held or leased by Sellers or such affiliates primarily related to or primarily used in the operation of the Business, including, but not limited to, the following assets:

(i)            the real property leases, subleases, leaseholds and other interests in leased real property listed on Schedule 1.2(a)(i), together with the right, title and interest of the Business in and to all buildings, improvements, structures, facilities, fixtures and all other appurtenances thereto (each, a “Lease”), and all such Leases entered into after the date of this Agreement and prior to the Closing Date in accordance with Section 5.1;

(ii)           all inventories or raw materials, work-in-process, finished goods, parts, office and other supplies, packaging materials and other inventories of the Business to the extent reflected in Target Working Capital, as the same may be adjusted in the Final Working Capital Statement (the “Inventory”);

(iii)          all accounts receivable of the Business to the extent reflected in Target Working Capital, as the same may be adjusted in the Final Working Capital Statement (the “Accounts Receivable”);

(iv)          all furniture, fixtures, tools, machinery, equipment, parts, office and other supplies and other items of tangible personal property of each Seller primarily related to or primarily used in the operation of the Business, whether located on site at the Real Property or off site, to the extent such personal property is stored or used off site in the ordinary course of the operation of the Business (excluding the items listed on Schedule 1.2(a)(iv)) (the “Personal Property”);

(v)           the Trademarks specifically identified on Schedule 1.2(a)(v) (the “Specified Brands”);

(vi)          the Owned Business Intellectual Property (other than the Specified Brands) including, without limitation, the Patents and Copyrights specifically listed on Schedule 1.2(a)(vi);

(vii)         the Computer Hardware owned by each Seller or its affiliates and relating primarily to and used in the operation of the Business (the “Acquired Computer Hardware”), including, without limitation, the Computer Hardware specifically listed on Schedule 1.2(a)(vii) and all such Acquired Computer Hardware acquired after the date hereof and prior to the Closing Date in accordance with Section 5.1;

(viii)        all rights of each Seller and its affiliates under all Contracts relating solely to the Acquired Computer Hardware (the “Acquired Computer Hardware Contracts”), including, without limitation, the Acquired Computer Hardware Contracts specifically listed on Schedule 1.2(a)(viii), and all Acquired Computer Hardware Contracts entered into after the date hereof and prior to the Closing Date in accordance with Section 5.1;

(ix)           subject to Section 5.12(c), all GP Owned Computer Software relating solely to and used solely in the operation of the Business (the “Acquired GP Owned Computer Software”), including, without limitation, the Contracts specifically listed as set forth on Schedule 1.2(a)(ix); and all such Acquired GP

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Owned Computer Software acquired after the date hereof and prior to the Closing Date in accordance with Section 5.1;

(x)            all rights of each Seller and its affiliates under all Contracts for Licensed Computer Software relating solely to and used solely in the operation of the Business (the “Acquired GP Licensed Computer Software”), including, without limitation, the Contracts specifically listed on Schedule 1.2(a)(x), and all such Acquired GP Licensed Computer Software licensed after the date hereof and prior to the Closing Date in accordance with Section 5.1; provided, however, that the parties hereunder acknowledge that obtaining Necessary Consents may be required;

(xi)           except to the extent the transfer of the following information is prohibited or restricted by applicable law, all electronically stored information and data, in the standard extracted data format, whether contained in a database or otherwise (collectively, “Data”), that is used solely in the operation of the Business or, subject to Section 5.12(d), is necessary to operate the Business as the Business was operated as of the Closing Date (other than any information or data related to affirmative action plans or related books and records) (collectively, “Necessary Data”), including, without limitation, any Data required to be delivered pursuant to any Ancillary Documents, which Data is a part of the Acquired Assets, and including, without limitation, for the purposes of clarity, environmental Necessary Data and MSDS Necessary Data;

(xii)          all cellular telephone numbers that are as of the Closing Date (A) exclusively used by Business Employees; (B) held in the name of Seller by each applicable third party cellular service provider (and not in the name of Business Employees); and (C) in the case of either clause (A) or (B), assignable or transferable to Purchaser; provided, however, that any consent, transfer or assignment fees in connection therewith shall be borne by Purchaser;

(xiii)         to the extent their transfer is permitted under applicable laws, (A) the permits, licenses, approvals and authorizations by or from Governmental Entities relating solely to and used in the operation of the Business and held in the name of either Seller or its affiliates, as specifically listed on Schedule 1.2(a)(xiii) (the “Permits”) and (B) all such Permits obtained after the date hereof and prior to the Closing Date in accordance with Section 5.1;

(xiv)        except as set forth in this Section 1.2, all rights of each Seller or its affiliates under executory contracts, leases, indentures, joint venture and other agreements, commitments and all other legally binding arrangements, whether oral or written (including, without limitation, rights of each Seller and its affiliates under all manufacturer and/or supplier warranties applicable to Inventory acquired by Purchaser on the Closing Date as set forth in Section 1.2(a)(xxv)) (“Contracts”), relating solely to and used in the operation of the Business, and all such Contracts entered into after the date hereof and prior to the Closing Date in accordance with Section 5.1 (excluding (A) all Contracts relating to benefit plans

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and arrangements referred to in Section 3.17 that are not expressly required to be assumed by Purchaser under the Human Resources Agreement, (B) all Contracts relating to Computer Hardware or Computer Software, (C) such other excluded Contracts set forth elsewhere in this Section 1.2(a), and (D) the Contracts specifically listed on Schedule 1.2(a)(xiv));

(xv)         all books of account, financial and accounting records, files (including personnel files, workers’ compensation claim files and other employee books and records pertaining to Transferring Employees except as set forth in Section 1.2(b)(xiii)), invoices and supplier and customer lists relating solely to and used in the operation of the Business and owned by either Seller on the Closing Date, except to the extent used in connection with the businesses of either Seller or any of its affiliates other than the Business (and in such case copies are to be made available to Purchaser) or required by applicable law to be retained by either Seller;

(xvi)        any cash and cash equivalents in the form of legal currency of the United States or Canada on hand at any of the locations of the Business that is used as petty cash in the ordinary course of the operation of the Business (“Petty Cash”);

(xvii)       any current prepaid expenses and other current assets of the Business to the extent reflected in Target Working Capital, as the same may be adjusted in the Final Working Capital Statement;

(xviii)      all rights, claims, causes of action, recoveries and rights of reimbursement arising out of, relating to or otherwise in any way in respect of, the Acquired Assets or, except as set forth in Section 1.3(b), the Assumed Liabilities;

(xix)         all confidentiality and/or nondisclosure agreements entered into within the nine (9) months prior to the date of this Agreement by either Seller or its representatives in connection with GP’s consideration of strategic alternatives with respect to the Business (excluding such agreements between either Seller or its affiliates with any of its financial advisors or other representatives);

(xx)          to the extent their transfer is permitted by applicable service providers, all right, title and interest of the Sellers or their affiliates in and to the operating telephone numbers for the Real Property and all other telephone numbers relating solely to the Business; provided, however, that any consent, transfer or assignment fees in connection herewith shall be borne by Purchaser;

(xxi)         all vehicles (including cars, trucks, tractors, trailers, vans and other transportation rolling stock) owned by either Seller or its affiliates and used primarily in the Business including, without limitation, those set forth on Schedule 1.2(a)(xxi), and all such vehicles acquired by either Seller or its affiliates after the date hereof and prior to the Closing Date in accordance with Section 5.1;

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(xxii)        all rights of each Seller under collective bargaining agreements listed on Schedule 1.2(a)(xxii) and all collective bargaining agreements entered into after the date hereof and prior to the Closing Date in accordance with Section 5.1;

(xxiii)       all rights of each Seller and its affiliates under vehicle lease agreements to which either Seller or its affiliates is a party primarily related to or primarily used in the operation of the Business and listed on Schedule 1.2(a)(xxiii), and all such vehicle lease agreements entered into after the date hereof and prior to the Closing Date in accordance with Section 5.1;

(xxiv)       all rights of each Seller under operating leases relating to tangible personal property (other than vehicles) of each Seller primarily related to or primarily used in the operation of the Business, whether located on site at the Real Property or off site, to the extent such personal property is stored or used off site in the ordinary course of the operation of the Business;

(xxv)        all rights of each Seller and its affiliates under all manufacturer and/or supplier warranties applicable to Inventory acquired by Purchaser on the Closing Date; and

(xxvi)       all other assets, properties, rights and claims of either Seller or its affiliates of any kind and nature primarily related to or primarily used in the operation of the Business (other than the Excluded Assets and Owned Real Property) not otherwise described above.

 (b)          Notwithstanding anything in this Agreement to the contrary, all assets, properties and rights of either Seller or any of its affiliates not primarily related to or primarily used in the operation of the Business or specifically identified as an Acquired Asset pursuant to Section 1.2(a), including, but not limited to, the following assets, properties and rights of each Seller or any of its affiliates (collectively, the “Excluded Assets”), shall be excluded from and shall not constitute any part of the Acquired Assets:

(i)            other than Petty Cash, all cash and cash equivalents on hand, all cash in banks, all bank accounts, all lock boxes and lock box receipts and all certificates of deposit and other bank deposits owned or held by either Seller or any of its affiliates;

(ii)           any noncurrent prepaid expenses, prepaid assets and deposits relating solely to the Business, including prepaid charges related to GP’s headquarters building;

(iii)          all rights of either Seller or any of its affiliates under this Agreement and the agreements, instruments and certificates delivered in connection with this Agreement, qualifications to conduct business, taxpayer and other identification numbers, corporate seals, minute books, stock transfer records, and any other document relating to the organization, maintenance or

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existence of either Seller or any of its affiliates as a corporation, and all corporate, financial and other records of either Seller or any of its affiliates;

(iv)          (A) all records prepared in connection with the sale of the Acquired Assets, including bids received from third persons and analyses relating to the Acquired Assets (but excluding the confidentiality and/or nondisclosure agreements referenced in Section 1.2(a)(xix)), and (B) any confidential information of third parties that is contained within records relating to the Business, or otherwise held under an obligation of confidentiality that is not assumed by Purchaser or its affiliates pursuant to this Agreement;

(v)           all rights, claims, causes of action, recoveries and rights of reimbursement arising out of, relating to or otherwise in any way in respect of the Excluded Liabilities or the Excluded Assets, including rights, claims, causes of action and recoveries under insurance policies relating thereto or to the Business, the Acquired Assets or the Assumed Liabilities (other than as set forth in Section 1.3(c));

(vi)          all rights to claims available to or being pursued by either Seller or any of its affiliates for refunds of or credits against Taxes attributable to either Seller or any of its affiliates arising out of, relating to or otherwise in any way in respect of Pre-Closing Tax Periods (determined as if such taxable period ended as of the close of business on the Closing Date);

(vii)         any consolidated, combined, unitary or separate company Tax Return arising out of, relating to or otherwise in any way in respect of Income Taxes that includes either Seller or any of its affiliates and records and work papers used in preparation thereof;

(viii)        all rights of either Seller, any of its affiliates or the Business arising out of, relating to or otherwise in any way in respect of any Intercompany Accounts;

(ix)           all rights of either Seller or any of its affiliates arising out of, relating to or otherwise in any way in respect of any Intercompany Trade Payables;

(x)            all rights of either Seller or any of its affiliates arising out of, relating to or otherwise in any way in respect of any reimbursements from any Governmental Entity of amounts paid by either Seller or any of its affiliates for environmental remediation or condemnation relating to any period prior to the Closing Date;

(xi)           except as otherwise set forth in the Human Resources Agreement, any asset arising out of, relating to or otherwise in any way in respect of any Seller Benefit Plan, including, but not limited to, the right to receive assets of any such plan upon termination thereof;

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(xii)          all Intellectual Property not relating solely to and used exclusively in the operation of the Business as of the Closing Date (including, without limitation, the Patents, Copyrights, Trade Secrets and other intellectual property that will be licensed to the Purchaser as contemplated by Section 5.17(b); all Trademarks not defined as part of the Specified Brands (including, without limitation, all GP Trademarks); all GP Owned Computer Software other than the Acquired GP Owned Computer Software; all Licensed Computer Software; and all Data other than the Necessary Data (subject to the rights of co-ownership as set forth in Section 5.12(d)); and all Internet Protocol addresses as assigned to GP and registered with the American Registry of Internet Numbers;

(xiii)         all affirmative action plans and related books and records pertaining to the Business Employees and any other employee books and records the transfer of which is prohibited or restricted by applicable law;

(xiv)        all assets, properties and rights arising out of, relating to or otherwise in any way in respect of GP relating to GP’s GPTV satellite network installations and equipment;

(xv)         all policies of insurance of either Seller or any of its affiliates and all of the rights of either Seller or any of its affiliates thereunder (other than as set forth in Section 1.3(c));

(xvi)        all rights of each Seller and its affiliates under all manufacturer and/or supplier warranties applicable to products or items purchased, sold, consigned, marketed, stored, delivered, distributed or transported by the Business,  by either Seller or any of its affiliates prior to the Closing Date (other than with respect to Inventory acquired by Purchaser on the Closing Date);

(xvii)       all rights of each Seller and its affiliates under the private label contracts described on Schedule 1.2(b)(xvii), subject to the provisions of the Agreement Concerning Private Label Agreements; and

(xviii)      all assets, properties and rights of either Seller or any of its affiliates identified on Schedule 1.2(b)(xviii).

SECTION 1.3                 Assumed and Excluded Liabilities.

(a)           Upon the terms and subject to the conditions of this Agreement, Purchaser hereby agrees to, or to cause one or more of its affiliates designated by Purchaser to, assume, effective as of the Closing, and agrees at all times thereafter to be responsible for, pay, perform and discharge when due only the following obligations and liabilities (whether contingent or otherwise) (collectively, the “Assumed Liabilities”):

(i)            the liabilities (including accounts payable, bank overdrafts and other current liabilities) of the Business to the extent reflected, or to the extent amounts are expressly reserved therefor, in the Target Working Capital Statement, as the same may be adjusted in the Final Working Capital Statement;

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(ii)           all Intercompany Trade Payables to the extent reflected in Target Working Capital, as the same may be adjusted in the Final Working Capital Statement;

(iii)          (A) all obligations and liabilities of either Seller or any of its affiliates arising out of, relating to or otherwise in any way in respect of Contracts included in the Acquired Assets to the extent such obligations or liabilities (1) arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business on or after the Closing Date or (2) are assumed pursuant to the Human Resources Agreement, and (B) all performance obligations of either Seller or any of its affiliates arising out of, relating to or otherwise in any respect of Contracts included in the Acquired Assets to the extent such performance obligations (1) arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business on or after the Closing Date, (2) arise, mature or become due on or after the Closing Date or (3) are reflected in Target Working Capital, as the same may be adjusted in the Final Working Capital Statement;

(iv)          all obligations and liabilities (whether or not arising from acts or omissions) of either Seller arising out of, relating to or otherwise in any way in respect of claims for personal injury, wrongful death or property damage resulting from exposure to, or any other warranty claims, refunds, rebates, property damage, product recalls, defective material claims, merchandise returns and/or any similar claims with respect to, Inventory acquired by Purchaser on the Closing Date, including products, or items purchased, sold, consigned, marketed, stored, delivered, distributed or transported by Purchaser or its affiliates on or after the Closing Date;

(v)           all obligations and liabilities arising out of, relating to or otherwise in any way in respect of the Real Property Leases to the extent such obligations or liabilities arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business on or after the Closing Date;

(vi)          all obligations and liabilities arising out of, relating to or otherwise in any way in respect of any Transferring Employee (as defined in the Human Resources Agreement) but only to the extent provided in the Human Resources Agreement;

(vii)         all obligations and liabilities arising out of, relating to or otherwise in any way in respect of Taxes (other than as contemplated in Section 5.11 and other than Income Taxes described in Section 1.3(b)(ii)) attributable to the Business or the Acquired Assets for all taxable periods commencing after the Closing Date including the portion after the Closing Date of any taxable period that includes, but does not end on, the Closing Date;

(viii)        all obligations and liabilities of either Seller arising out of, relating to or otherwise in any way in respect of Permits to the extent such obligations or

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liabilities arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business on or after the Closing Date;

(ix)           all obligations and liabilities identified on Schedule 1.3(a)(ix); and

(x)            all obligations and liabilities arising out of, relating to or otherwise in any respect of Permitted Liens to the extent such obligations or liabilities arise out of events or conditions occurring on or after the Closing Date or arise out the operation of the Business on or after the Closing Date.

(b)           Purchaser and its affiliates are not assuming and shall not be responsible or liable for, and Sellers shall retain and shall indemnify, defend and hold harmless Purchaser and its affiliates from, all obligations or liabilities (whether contingent or otherwise) of either Seller or any of its affiliates, other than the Assumed Liabilities (all such liabilities that are not being assumed by Purchaser or its affiliates, the “Excluded Liabilities”), including, but not limited to, the following obligations and liabilities:

(i)            all obligations and liabilities of either Seller or any of its affiliates to the extent arising out of, relating to or otherwise in any way in respect of the Excluded Assets (other than Intercompany Trade Payables);

(ii)