Exhibit 99.(b)(2) CREDIT AGREEMENT Dated as of August 28, 2000Credit Agreement • August 29th, 2000 • JRC Acquisition Corp • Wholesale-miscellaneous nondurable goods • New York
CREDIT AGREEMENT Dated as of August 28, 2000 among JRC ACQUISITION CORP. and L&LR, INC., as Co-Borrowers, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and THE CHASE MANHATTAN BANK, as Administrative Agent, Arranger, Syndication Agent...Pledge Agreement • August 29th, 2000 • JRC Acquisition Corp • Wholesale-miscellaneous nondurable goods • New York
ALL OUTSTANDING SHARES OF COMMON STOCK OFJRC Acquisition Corp • August 29th, 2000 • Wholesale-miscellaneous nondurable goods
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with...Joint Filing Agreement • October 2nd, 2000 • JRC Acquisition Corp • Wholesale-miscellaneous nondurable goods
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01, of 800-JR CIGAR, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
OF 800-JR CIGAR, INC. AT $13.00 NET PER SHARE BY JRC ACQUISITION CORP. -------- ------------------------------------------------------------------------JRC Acquisition Corp • August 29th, 2000 • Wholesale-miscellaneous nondurable goods
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF 800-JR CIGAR, INC. AT A PURCHASE PRICE OF $13.00 PER SHARE BY JRC ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF L&LR, INC.Agreement and Plan of Merger • August 29th, 2000 • JRC Acquisition Corp • Wholesale-miscellaneous nondurable goods • New York
