AGREEMENT AND PLAN OF MERGER among EIGER HOLDCO, LLC EIGER MERGER CORPORATION and INDUSTRIAL DISTRIBUTION GROUP, INC. Dated as of April 25, 2008Merger Agreement • April 28th, 2008 • King Luther Capital Management Corp • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2008 (this “Agreement”), is by and among Eiger Holdco, LLC, a Delaware limited liability company (“Parent”), Eiger Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Co”), and Industrial Distribution Group, Inc., a Delaware corporation (the “Company”).
April 25 2008Merger Agreement • April 28th, 2008 • King Luther Capital Management Corp • Delaware
You have advised us that Eiger Holdco, LLC (“Parent”) is entering into an agreement to acquire Industrial Distribution Group, Inc., a Delaware corporation (the “Company”), by merging Eiger Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (the “Sub”), with and into the Company whereby the Company will become a wholly-owned subsidiary of Parent (such transaction being hereinafter referred to as the “Merger”). In connection with the Merger, LKCM Private Discipline Master Fund, SPC (the “Investor”) is pleased to confirm that it commits to provide or cause to be provided to Parent, in exchange for its membership interests and on the terms and subject to the conditions set forth herein, cash in an amount equal to the Merger Consideration (the “Equity Financing Amount”) for purposes of the Merger. Further, the Investor confirms that in the event the Merger Agreement (defined below) is terminated and the “Parent Termination Fee” and an amount equal to the “Plati
