AMENDED AND RESTATED PURCHASE AGREEMENT AND PLAN OF MERGER Among WALTER INDUSTRIES, INC., APPLIED INDUSTRIAL MATERIALS CORPORATION, GANS TRANSPORT AGENCIES (USA), INC., AIMCOR (FAR EAST), INC. and OXBOW CARBON & MINERALS LLC Dated as of November 13, 2003Purchase Agreement and Plan of Merger • November 14th, 2003 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York
THIS AMENDED AND RESTATED PURCHASE AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into on November 13, 2003 by WALTER INDUSTRIES, INC., a Delaware corporation (the “Seller”), Applied Industrial Materials Corporation, a Delaware corporation and a wholly owned subsidiary of Seller (“AIMCOR DE”), Gans Transport Agencies (USA), Inc., a Delaware corporation and a wholly owned subsidiary of AIMCOR DE (“GANS”), AIMCOR (FAR EAST), Inc., a Delaware corporation (“AIMCOR FAR EAST”), and a wholly owned subsidiary of AIMCOR Enterprises International Incorporated, a Nevada corporation and a wholly owned subsidiary of AIMCOR DE (“AIMCOR Enterprises”), and OXBOW CARBON & MINERALS LLC, a Delaware limited liability company (the “Buyer”). AIMCOR DE, GANS and AIMCOR FAR EAST are collectively referred to herein as the “Merging Entities.”
