0001047469-04-025803 Sample Contracts

Walter Industries, Inc. 2,000,000 Shares Common Stock ($0.01 par value) Repurchase Agreement
Walter Industries Inc /New/ • August 9th, 2004 • General bldg contractors - residential bldgs • Delaware

JWC Associates, L.P., a Delaware limited partnership, JWC Associates II, L.P., a Delaware limited partnership, and KKR Partners II, L.P., a Delaware limited partnership (collectively, the “Selling Stockholders”), propose to sell to Walter Industries, Inc., a Delaware corporation (the “Company”), 2,000,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Company (said shares to be sold by the Selling Stockholders being hereinafter called the “Securities”).

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AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • August 9th, 2004 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs

This Amendment No. 4 to Credit Agreement (this “Agreement”) dated as of April 13, 2004 is made by and among WALTER INDUSTRIES, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto, and each of the Guarantors (as defined in the Credit Agreement) signatory hereto.

1,960,784 Shares Common Stock ($0.01 par value) Repurchase Agreement
Walter Industries Inc /New/ • August 9th, 2004 • General bldg contractors - residential bldgs • Delaware

JWC Associates, L.P., a Delaware limited partnership, JWC Associates II, L.P., a Delaware limited partnership, and KKR Partners II, L.P., a Delaware limited partnership (collectively, the “Selling Stockholders”), propose to sell to Walter Industries, Inc., a Delaware corporation (the “Company”), 1,960,784 shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Company (said shares to be sold by the Selling Stockholders being hereinafter called the “Securities”). Reference is made to the Purchase Agreement to be entered into among Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, the other several Initial Purchasers named in Schedule A thereto (the “Initial Purchasers”) and the Company related to the Company’s issuance of its convertible senior subordinated notes (the “Purchase Agreement”). As you know, the Initial Purchasers have required that each Selling Stockholder, Channel One Associates, L.P., a Delaware limited partnership (“Channel One”), Perr

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