AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to Agreement and Plan of Merger (the "Amendment") is effective as of January 26, 1996, by and among BFMA Holding Corporation, a Delaware corporation ("Parent"), BFMA Acquisition...Agreement and Plan of Merger • February 7th, 1996 • Marietta Corp • Services-business services, nec
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to Agreement and Plan of Merger (the "Amendment") is effective as of November 30, 1995, by and among BFMA Holding Corporation, a Delaware corporation ("Parent"), BFMA Acquisition...Agreement and Plan of Merger • February 7th, 1996 • Marietta Corp • Services-business services, nec • New York
Churchill Capital Inc. November 14, 1995 BFMA Holding Corporation VIA FACSIMILE BFMA Acquisition Corporation c/o Dabney Resnick Incorporated 150 South Rodeo Drive, Ste. 100 Beverly Hills, CA 90212 Attn: Allen Stern: Ladies & Gentlemen: You have...Letter of Intent • February 7th, 1996 • Marietta Corp • Services-business services, nec
MARIETTA CORPORATION 37 Huntington Street Cortland, New York 13045Merger Agreement • March 18th, 1996 • Marietta Corp • Services-business services, nec
Reference is hereby made to the Agreement and Plan of Merger, dated as of August 26, 1995, as amended by Amendment No. 1 thereto, dated as of November 30, 1995 and Amendment No. 2 thereto, dated as of January 26, 1996 (the "Merger Agreement"), by and among BFMA Holding Corporation, a Delaware corporation (the "Parent"), BFMA Acquisition Corporation, a New York corporation which is wholly owned subsidiary of the Parent ("Newco") and Marietta Corporation, a New York corporation (the "Company"). All capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to such terms in the Merger Agreement.
Exhibit 10.37 WAIVER AND AMENDMENT AGREEMENT dated as of December 19, 1995 to the $12,000,000 Revolving Credit Loan and Term Loan Agreement dated November 10, 1993 (the "Loan Agreement") between Marietta Corporation, Marietta American, Inc., Marietta...Waiver and Amendment Agreement • December 27th, 1995 • Marietta Corp • Services-business services, nec
1. Maximum Amount: $25,000,000. Subject to credit committee approval, the -------------- Maximum Amount would be increased to $28,500,000. a. Accounts Receivable Line of Credit (the "Line"): Lender would extend...Financing Commitment • January 19th, 1996 • Marietta Corp • Services-business services, nec • New York
------------------------------------------------------------------------------- - AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 26, 1995, BY AND AMONG BFMA HOLDING CORPORATION, BFMA ACQUISITION CORPORATION AND MARIETTA CORPORATION ----...Merger Agreement • February 2nd, 1996 • Marietta Corp • Services-business services, nec • New York
ANNEX I ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 26, 1995, BY AND AMONG BFMA HOLDING...Merger Agreement • February 7th, 1996 • Marietta Corp • Services-business services, nec • New York
August 25, 1995 Barry W. Florescue 701 Southeast 6th Avenue Delray Beach, Florida 33483 Florescue Family Corporation 701 Southeast 6th Avenue Delray Beach, Florida 33483 Attention: Barry Florescue Gentlemen: In consideration of the agreements of...Letter Agreement • February 7th, 1996 • Marietta Corp • Services-business services, nec • New York
In consideration of the agreements of Marietta Corporation (the "Company") set forth herein, each of Barry W. Florescue ("BF") and Florescue Family Corporation ("FFC"; BF and FFC are hereinafter referred to collectively as "Florescue") hereby agrees, on behalf of itself and each of its affiliates (as such term is defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that for a period of two years from the date of this letter agreement (the "Termination Date"), neither Florescue nor its affiliates will, subject to the next succeeding paragraph, (i) acquire, or in conjunction with any other person acquire, by purchase or otherwise, beneficial or record ownership of more than 14.99% of the then issued and outstanding shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), (ii) without the prior written consent of the Board of Directors of the Company propose to the Company or an
1. Maximum Amount: $25,000,000. Subject to credit committee approval, the -------------- Maximum Amount would be increased to $28,500,000. a. Accounts Receivable Line of Credit (the "Line"): Lender would extend...Acquisition Financing • February 7th, 1996 • Marietta Corp • Services-business services, nec • New York
