EXECUTION VERSION] AGREEMENT AND PLAN OF MERGER BY AND AMONG PINE HOLDINGS, INC. PINE ACQUISITION CORP.Agreement and Plan of Merger • April 7th, 2000 • Pine Holdings Inc • Wood household furniture, (no upholstered) • Virginia
35. Exemption of Pine Holdings, Inc. and Pine Acquisition Corp. Offer and Merger: Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of Section 3(a), 7(a), 11(a) (ii) and 13(a) shall not apply with respect to any...Rights Agreement • April 7th, 2000 • Pine Holdings Inc • Wood household furniture, (no upholstered) • Virginia
If you are in agreement with the foregoing, please sign and return to BTCo (including by way of facsimile transmission) the enclosed copy of this letter no later than 5:00 p.m., New York time, on February 18, 2000. This letter may be executed in any...Pine Holdings Inc • April 7th, 2000 • Wood household furniture, (no upholstered)
You have advised Bankers Trust Company ("BTCo") that you intend to consummate a friendly transaction (the "Transaction") pursuant to which you will form a company ("Holdings") which will acquire (the "Acquisition"), through a newly-formed wholly-owned subsidiary of Holdings ("Acquisition Subsidiary"), all of the stock of Pulaski Furniture Corporation (the "Acquired Business"). The Acquisition will be structured as a tender offer ("Tender Offer") by Acquisition Subsidiary for 100% (but in any event not less than a sufficient number of shares to enable Acquisition Subsidiary, voting without any other shareholders of the Acquired Business, to approve a merger of Acquisition Subsidiary with the Acquired Business) of the issued and outstanding common shares (along with associated rights) of Pulaski Furniture Corporation, followed as soon as possible thereafter by a merger (the "Merger") of Acquisition Subsidiary with and into Pulaski Furniture Corporation.
EXHIBIT (B)(2) THIS DOCUMENT IS A DRAFT OF THE CREDIT AGREEMENT. THE CREDIT AGREEMENT HAS NOT BEEN EXECUTED AND THE TERMS ARE SUBJECT TO FURTHER NEGOTIATION AND TO CHANGE. CREDIT AGREEMENTCredit Agreement • May 2nd, 2000 • Pine Holdings Inc • Wood household furniture, (no upholstered) • New York
BY AND AMONGStock Voting and Non-Tender Agreement • April 7th, 2000 • Pine Holdings Inc • Wood household furniture, (no upholstered) • Virginia
EXHIBIT D(4) MANAGEMENT TRANSACTION AGREEMENT March 29, 2000 Pine Holdings, Inc. 230 East High Street Charlottesville, VA 22902 Gentlemen: Reference is made to the Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement"),...Management Transaction Agreement • April 7th, 2000 • Pine Holdings Inc • Wood household furniture, (no upholstered) • Virginia
