BACKGROUND A. The Lenders, the Borrower, and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of December 1, 1997, as amended by that certain First Amendment to Credit Agreement, dated as of...Kevco Inc • April 13th, 1999 • Fabricated structural metal products • Texas
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT, dated as of December 23, 1998 (this "Agreement"), is made by and between Wingate Partners II, L.P., a Delaware limited partnership ("Purchaser"), and Kevco, Inc., a Texas...Stock Purchase Agreement • December 30th, 1998 • Kevco Inc • Fabricated structural metal products • Texas
BACKGROUNDCredit Agreement • November 20th, 2000 • Kevco Inc • Fabricated structural metal products • Texas
EXHIBIT (c)(1) AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of the 21/st/ day of October, 1997 by and among Kevco, Inc., a Delaware corporation ("Parent"), SCC Acquisition Corp., an...Agreement and Plan of Merger • October 29th, 1997 • Kevco Inc • Fabricated structural metal products • Indiana
BACKGROUNDCredit Agreement • November 15th, 1999 • Kevco Inc • Fabricated structural metal products • Texas
EXHIBIT (c)(3) SHAREHOLDERS AGREEMENT This Shareholders Agreement (the "Agreement"), dated as of October 21, 1997, among Kevco, Inc., a Texas corporation (the "Parent"), SCC Acquisition Corp., an Indiana corporation and a direct wholly owned...Shareholders Agreement • October 29th, 1997 • Kevco Inc • Fabricated structural metal products • Indiana
ADDENDUM NO. 1 to Lease AgreementLease Agreement • October 8th, 1996 • Kevco Inc • Fabricated structural metal products
AMONG KEVCO, INC.Credit Agreement • December 12th, 1997 • Kevco Inc • Fabricated structural metal products • Texas
1 EXHIBIT 10.1 THIS TRANCHE A SENIOR SUBORDINATED EXCHANGEABLE NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE BEEN PURCHASED PURSUANT TO A SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN THE COMPANY AND WINGATE PARTNERS II, L.P. SUCH...Kevco Inc • August 5th, 1999 • Fabricated structural metal products • Texas
WITNESSETH:Asset Purchase Agreement • March 14th, 1997 • Kevco Inc • Fabricated structural metal products • Alabama
ARTICLE I DEFINITIONSStock Purchase Agreement • December 30th, 1998 • Kevco Inc • Fabricated structural metal products • Texas
BACKGROUNDCredit Agreement • August 13th, 1999 • Kevco Inc • Fabricated structural metal products • Texas
Name of Employer: Kevco, Inc. --------------------------------------------------------------- Employer Tax Identification Number: 75 - 1456023 -- ------- Employer's Fiscal Year:Kevco Inc • October 24th, 1996 • Fabricated structural metal products • New York
BACKGROUNDKevco Inc • April 13th, 1999 • Fabricated structural metal products • Texas
1 EXHIBIT 10.69 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"), dated as of October 27, 1998 (but effective as of September 30, 1998), is entered into among KEVCO, INC., a Texas corporation...Credit Agreement • April 13th, 1999 • Kevco Inc • Fabricated structural metal products • Texas
No. of Nonvoting Shares: 772,727 Shares Warrant No. 26 -------- WARRANT To purchase Nonvoting Common Stock of KEVCO, INC. July 26, 1999Securities Purchase Agreement • August 5th, 1999 • Kevco Inc • Fabricated structural metal products • Texas
EXHIBIT (b)(2) FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "First Amendment"), dated as of November 25, 1997, is entered into among KEVCO DELAWARE, INC., a Delaware...Credit Agreement • December 12th, 1997 • Kevco Inc • Fabricated structural metal products • Texas
EXHIBIT 10.43 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 13th, 1997 • Kevco Inc • Fabricated structural metal products • Texas
BACKGROUNDCredit Agreement • May 15th, 2000 • Kevco Inc • Fabricated structural metal products • Texas
1 EXHIBIT 10.6 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this "Agreement") is made as of July 26, 1999 between Kevco, Inc, a Texas corporation (the "Company"), and Mr. Gerald E. Kimmel (the "Consultant"). Capitalized terms used without...Consulting Agreement • August 5th, 1999 • Kevco Inc • Fabricated structural metal products • Texas
WITNESSETH:Assumption Agreement • October 8th, 1996 • Kevco Inc • Fabricated structural metal products
EXHIBIT 10.17 DEFERRED COMPENSATION AGREEMENT -------------------------------Deferred Compensation Agreement • October 24th, 1996 • Kevco Inc • Fabricated structural metal products
KEVCO, INC. COMMON STOCK (PAR VALUE $.01 PER SHARE) _______________Underwriting Agreement • October 24th, 1996 • Kevco Inc • Fabricated structural metal products • Texas
February 15, 1999Stock Purchase Agreement • April 13th, 1999 • Kevco Inc • Fabricated structural metal products
iii) Lease Agreement dated October 12, 1987, as amended, between 1741 Conant Partnership ("Conant") and Kevco with respect to the real property and improvements thereon located in Elkhart, Indiana as described therein (the "IDC Lease"); andLease Agreement • October 8th, 1996 • Kevco Inc • Fabricated structural metal products
1 EXHIBIT 10.2 THIS TRANCHE B SENIOR SUBORDINATED EXCHANGEABLE NOTE AND HE SECURITIES REPRESENTED HEREBY HAVE BEEN PURCHASED PURSUANT TO A SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN THE COMPANY AND WINGATE PARTNERS II, L.P. SUCH...Kevco Inc • August 5th, 1999 • Fabricated structural metal products • Texas
Adoption Agreement ------------------Adoption Agreement • October 8th, 1996 • Kevco Inc • Fabricated structural metal products
WITNESSETH; -----------Employment Agreement • October 24th, 1996 • Kevco Inc • Fabricated structural metal products
Between KEVCO, INC. as Debtor and NATIONSBANK OF TEXAS, N.A. as Administrative AgentSecurity Agreement • December 12th, 1997 • Kevco Inc • Fabricated structural metal products • Texas
WITNESSETH: ----------Plan and Agreement of Merger • October 8th, 1996 • Kevco Inc • Fabricated structural metal products • Delaware
1 EXHIBIT 10.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WINGATE PARTNERS II, L.P. NEITHER THIS WARRANT NOR...Securities Purchase Agreement • August 5th, 1999 • Kevco Inc • Fabricated structural metal products • Texas
By:______________________________ Its: Chairman of the Board and President Page 3 EXHIBIT "A" to Promissory Note (No. 80851)Kevco Inc • October 8th, 1996 • Fabricated structural metal products
FOR VALUE RECEIVED, the undersigned, KEVCO TEXAS, INC., a Texas corporation ("Maker"), promises to pay to the order of the persons identified on EXHIBIT "A" attached hereto (collectively "Payees"), at the addresses of Payees set forth on EXHIBIT "A," and in the percentage set forth opposite the respective names of Payees on EXHIBIT "A" hereto, an aggregate amount equal to Maker's net income for the period July 1, 1996 through the date on which an initial public offering of the $.01 par value common stock of Kevco, Inc., a Texas corporation, is consummated (the "Offering"), together with interest thereon on the unpaid principal balance from date until maturity at a simple rate of interest per annum equal to the lesser of (i) ________ percent (____%) or (ii) the Maximum Rate. All past due principal and interest shall bear interest at the Maximum Rate. As used herein, the term "Maximum Rate" shall mean, on any day, the highest lawful non-usurious rate of interest (if any) permitted by app
1 EXHIBIT 10.7 FINANCIAL ADVISORY AGREEMENT This Financial Advisory Agreement (this "Agreement") is made and entered into effective as of July 26, 1999, among Kevco, Inc., a Texas corporation ("Kevco" and, together with its subsidiaries, the...Financial Advisory Agreement • August 5th, 1999 • Kevco Inc • Fabricated structural metal products • Texas
1 EXHIBIT 2.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of July 14, 1999 (this "Agreement"), is made by and between Wingate Partners II, L.P., a Delaware limited partnership ("Purchaser"), and Kevco, Inc., a Texas...Securities Purchase Agreement • July 20th, 1999 • Kevco Inc • Fabricated structural metal products • Texas
March 22, 1999 TO THE ADMINISTRATIVE AGENT AND THE LENDERS DESCRIBED BELOW: Re: Kevco, Inc. (the "Borrower") Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement (as amended through the date hereof and...Kevco Inc • April 13th, 1999 • Fabricated structural metal products
