AGREEMENT AND PLAN OF MERGER by and among DUFF BROTHERS CAPITAL CORPORATION DUFF BROTHERS SUBSIDIARY, INC. and FROZEN FOOD EXPRESS INDUSTRIES, INC. Dated as of July 12, 2013Agreement and Plan of Merger • July 15th, 2013 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS AGREEMENT AND PLAN OF MERGER is dated as of July 12, 2013 (this “Agreement”), by and among DUFF BROTHERS CAPITAL CORPORATION, a Texas corporation (“Parent”), DUFF BROTHERS SUBSIDIARY, INC., a Texas corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and FROZEN FOOD EXPRESS INDUSTRIES, INC., a Texas corporation (the “Company”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • July 15th, 2013 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 12, 2013 by and among Duff Brothers Capital Corporation, a Texas corporation (“Parent”), Duff Brothers Subsidiary, Inc., a Texas corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”) of Frozen Food Express Industries, Inc., a Texas corporation (“FFE”).
FIRST AMENDMENT TO THE AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTControl Agreement • July 15th, 2013 • Frozen Food Express Industries Inc • Trucking (no local)
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Amendment”) is entered into by and between Frozen Food Express Industries, Inc., a Texas corporation (the “Company”) and John Hickerson (“Executive”), effective as of July 12, 2013. Capitalized terms not defined in the Amendment shall have the meanings ascribed to such terms in the Agreement.
FIRST AMENDMENT TO THE AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTControl Agreement • July 15th, 2013 • Frozen Food Express Industries Inc • Trucking (no local)
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Amendment”) is entered into by and between Frozen Food Express Industries, Inc., a Texas corporation (the “Company”) and S. Russell Stubbs (“Executive”), effective as of July 12, 2013. Capitalized terms not defined in the Amendment shall have the meanings ascribed to such terms in the Agreement.
KEEPWELL AGREEMENTKeepwell Agreement • July 15th, 2013 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
This Keepwell Agreement is made by James E. Duff and Thomas M. Duff (collectively, “Obligors”), in favor of Frozen Food Express Industries, Inc., a Texas corporation (“Beneficiary”), as of July 12, 2013 (this “Agreement”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Duff Brothers Capital Corporation, a Texas corporation (“Parent”), Duff Brothers Subsidiary, Inc., a Texas corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Beneficiary, pursuant to which Parent has agreed to commence a tender offer for all of the outstanding shares of Common Stock of the Beneficiary not already owned by affiliates of the Parent (the “Offer”), and if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub has agreed to merge with and into the Beneficiary (the “M
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 15th, 2013 • Frozen Food Express Industries Inc • Trucking (no local) • Texas
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of July 12, 2013 (the “Amendment Date”), among FFE TRANSPORTATION SERVICES, INC., a Delaware corporation (“FFE”), LISA MOTOR LINES, INC., a Delaware corporation (“LML”), CONWELL CORPORATION, a Delaware corporation (“Conwell”), FFE LOGISTICS, INC., a Delaware corporation (“Logistics”) (each of FFE, LML, Conwell and Logistics is, individually, a “Borrower” and they are, collectively, “Borrowers”), FROZEN FOOD EXPRESS INDUSTRIES, INC., a Texas corporation (“Parent”), CONWELL LLC, a Delaware limited liability company (“Conwell LLC”), FX HOLDINGS, INC., a Delaware corporation (“FX”), COMPRESSORS PLUS, INC., a Texas corporation (“CPI”), FFE DRIVER ACADEMY, INC., a Texas corporation (“FFE Driver”), the financial institutions party to this Amendment as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for Lenders (“Agent”).
