SECURITIES PURCHASE AND TENDER AGREEMENTSecurities Purchase and Tender Agreement • August 16th, 2004 • Gulfside Supply, Inc. • Wholesale-lumber, plywood, millwork & wood panels • Delaware
Securities Purchase and Tender Agreement (this “Agreement”), dated as of August 5, 2004, by and among Gulfside Supply, Inc., a Florida corporation (the “Parent”), Gulfco Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), and TDA Industries, Inc., James E. Helzer, Steven R. Andrews, and their respective affiliates (collectively, the “Affiliate Group”), the names of each of which are set forth in Schedule I to this Agreement. The Affiliate Group are stockholders of Eagle Supply Group, Inc., a Delaware corporation (the “Company”), and are each referred to herein as a “Stockholder”, and collectively as the “Stockholders.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG GULFSIDE SUPPLY, INC., GULFCO ACQUISITION, INC. AND EAGLE SUPPLY GROUP, INC. Dated as of August 5, 2004Agreement and Plan of Merger • August 16th, 2004 • Gulfside Supply, Inc. • Wholesale-lumber, plywood, millwork & wood panels
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 5, 2004, by and among GULFSIDE SUPPLY, INC., a Florida corporation (“Parent”), GULFCO ACQUISITION, INC., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), and EAGLE SUPPLY GROUP, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 9.1 of this Agreement.
LOAN AGREEMENTLoan Agreement • September 22nd, 2004 • Gulfside Supply, Inc. • Wholesale-lumber, plywood, millwork & wood panels • Florida
THIS LOAN AGREEMENT is made and entered into as of September 21, 2004 (“Agreement Date”), by and between JAMES S. RESCH, whose address is c/o Gulfside Supply, Inc., 501 N. Reo Street, Tampa, Florida 33609 (the “Borrower”), and SUNTRUST BANK, a Georgia banking corporation, whose address is 401 East Jackson Street, Commercial Banking - 20th Floor, Tampa, Florida 33602 (the “Lender”). Capitalized terms herein have the meanings assigned to such terms as provided herein.
STOCK OPTION AGREEMENTStock Option Agreement • August 16th, 2004 • Gulfside Supply, Inc. • Wholesale-lumber, plywood, millwork & wood panels
STOCK OPTION AGREEMENT (this “Agreement”), dated as of August 5, 2004, by and among Eagle Supply Group, Inc., a Delaware corporation (the “Company”), Gulfside Supply, Inc., a Florida corporation (the “Parent”), and Gulfco Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
AGREEMENTAgreement • August 16th, 2004 • Gulfside Supply, Inc. • Wholesale-lumber, plywood, millwork & wood panels
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D (or any amendment thereof) need be filed on their behalf with respect to the beneficial ownership of any equity securities of Eagle Supply Group, Inc. or any subsequent acquisitions or dispositions of equity securities of Eagle Supply Group, Inc. by any of the undersigned.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 22nd, 2004 • Gulfside Supply, Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
THIS LOAN AND SECURITY AGREEMENT is made as of this 22nd day of September, 2004, by and among the lending institutions listed in Annex I attached hereto and incorporated herein by reference (each a “Lender” and collectively, “Lenders”), FLEET CAPITAL CORPORATION with an office at 200 Glastonbury Blvd., Glastonbury, Connecticut 06033, as agent for Lenders (in such capacity, “Agent”), and GULFSIDE SUPPLY, INC., a Florida corporation with its executive office and principal place of business at 501 N. Reo Street, Tampa, Florida 33609-1012 (“Gulfside”), JEH/EAGLE SUPPLY, INC., a Delaware corporation with its executive office and principal place of business at 501 N. Reo Street, Tampa Florida 33609-1012 (“JEH”), EAGLE SUPPLY, INC., a Florida corporation with its executive office and principal place of business at 501 N. Reo Street, Tampa, Florida 33609-1012 (“Eagle”), JEH/EAGLE, L.P., a Texas limited partnership with its executive office and principal place of business at 501 N. Reo Street,
FIRST AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 13th, 2004 • Gulfside Supply, Inc. • Wholesale-lumber, plywood, millwork & wood panels
First Amendment and Waiver to Agreement and Plan of Merger (this “First Amendment”), dated as of September 10, 2004, by and among Gulfside Supply, Inc., a Florida corporation (“Parent”), Gulfco Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and Eagle Supply Group, Inc., a Delaware corporation (the “Company”).
