EXHIBIT 2.2 EXECUTION COPY STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 8th, 2000 • Devcon International Corp • Concrete, gypsum & plaster products • Florida
RECITALS:Supply Agreement • March 30th, 2000 • Devcon International Corp • Concrete, gypsum & plaster products • Florida
EXHIBIT 2.1 PURCHASE AGREEMENT BY AND BETWEEN DEVCON INTERNATIONAL CORP., V. I. CEMENT & BUILDING PRODUCTS, INC.,Purchase Agreement • January 24th, 2000 • Devcon International Corp • Concrete, gypsum & plaster products • Florida
6,000,000.00 St. Thomas, U.S.V.I. November 12,, 1996 FOR VALUE RECEIVED, V.I. CEMENT AND BUILDING PRODUCTS, INC., a Delaware corporation qualified to do business in the U.S. Virgin Islands (the "undersigned"), promises to pay to BANCO POPULAR de...Devcon International Corp • March 31st, 1997 • Concrete, gypsum & plaster products
RECITALSStandstill Agreement • March 31st, 1997 • Devcon International Corp • Concrete, gypsum & plaster products • Florida
LOAN AGREEMENTLoan Agreement • March 31st, 1997 • Devcon International Corp • Concrete, gypsum & plaster products • Virgin Islands
BY AND AMONG UNION MARITIMA INTERNACIONAL, S.A., CARICEMENT (TOGETHER WITH ITS AFFILIATES AS THEY BECOME PARTIES TO THIS AGREEMENT FROM TIME TO TIME) AND DEVCON INTERNATIONAL CORP. AND CERTAIN OF ITS SUBSIDIARIESAsset Purchase Agreement • March 8th, 2000 • Devcon International Corp • Concrete, gypsum & plaster products • Florida
RECITALSDistributorship Agreement • March 30th, 2000 • Devcon International Corp • Concrete, gypsum & plaster products • Florida
EXHIBIT 10.37 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSPurchase and Sale Agreement and Escrow Instructions • March 31st, 1998 • Devcon International Corp • Concrete, gypsum & plaster products • Florida
EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2005 • Devcon International Corp • Concrete, gypsum & plaster products • Florida
This Employment Agreement (“Agreement”) is made and entered into on this 27th day of January, 2005 effective as of February 1, 2005, by and between DEVCON INTERNATIONAL CORP., a Florida corporation (the “Company”), and RON G. LAKEY (hereinafter called the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2008 • Devcon International Corp • Services-detective, guard & armored car services • Florida
This Employment Agreement (the “Agreement”), dated October 19, 2006, is entered into by and among J. Keith Godsey, 3382 Jadewood Circle, Tarpon Springs, Florida 34688, (“Employee”), Devcon Security Services Corp., a Delaware corporation (the “Company”) and Devcon International Corp., a Florida corporation, as Parent of the Company (the “Parent”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • April 17th, 2006 • Devcon International Corp • Concrete, gypsum & plaster products • New York
THIS AMENDMENT TO PROMISSORY NOTES (this “Amendment”) is made as of this 12th day of April, 2006, by and between Devcon International Corp., a Florida corporation, with headquarters located at 595 South Federal Highway, Suite 500, Boca Raton, Florida 33432 (the “Borrower”), on the one hand, and the lender that is a signatory to this Agreement (the “Lender”), on the other hand.
GUARANTYGuaranty • November 16th, 2005 • Devcon International Corp • Concrete, gypsum & plaster products • Maryland
THIS GUARANTY (this “Guaranty”) is made as of November 10, 2005 by DEVCON INTERNATIONAL CORP., a Florida corporation (“Guarantor”), to and for the benefit of CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Lender”).
EXHIBIT 10.33 AMENDMENT NO. 9 TO ST. JOHN'S DREDGING AND DEEP WATER PIER CONSTRUCTION AGREEMENT This Amendment No. 9 dated as of April 28, 2000 (the "Debt Consolidation Agreement") to the St. John's Dredging and Deep Water Pier Construction Agreement...Pier Construction Agreement • March 27th, 2001 • Devcon International Corp • Concrete, gypsum & plaster products
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • May 22nd, 2006 • Devcon International Corp • Concrete, gypsum & plaster products • New York
THIS SECOND AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made as of this 10h day of May, 2006, by and between Devcon International Corp., a Florida corporation, with headquarters located at 595 South Federal Highway, Suite 500, Boca Raton, Florida 33432 (the “Borrower”), on the one hand, and the lender that is a signatory to this Agreement (the “Lender”), on the other hand.
FORBEARANCE AND AMENDMENT AGREEMENTForbearance and Amendment Agreement • April 4th, 2007 • Devcon International Corp • Concrete, gypsum & plaster products • New York
This FORBEARANCE AND AMENDMENT AGREEMENT (this “Agreement”), dated as of March 30, 2007 (the “Effective Time”) is entered into between Devcon International Corp. (the “Company”) and CS Equity II LLC (the “Investor”).
AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENTForbearance and Amendment Agreement • April 17th, 2007 • Devcon International Corp • Concrete, gypsum & plaster products • New York
THIS AMENDMENT TO FORBEARANCE AND AMENDMENT AGREEMENT (this “Amendment”) is made as of this 13th day of April, 2007, by and among Devcon International Corp., a Florida corporation (the “Company”), and CS Equity II LLC (the “Investor”).
FORBEARANCE AGREEMENTForbearance Agreement • May 15th, 2008 • Devcon International Corp • Services-detective, guard & armored car services • New York
This FORBEARANCE AGREEMENT (this “Agreement”), dated as of May 12, 2008 (the “Effective Date”) is entered into between Devcon International Corp. (the “Company”) and CS Equity II LLC (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2006 • Devcon International Corp • Concrete, gypsum & plaster products • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 10, 2006, by and among Devcon International Corp., a Florida corporation, with headquarters located at 595 South Federal Highway, Suite 500, Boca Raton, Florida 33432 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENTWaiver and Fourth • October 1st, 2007 • Devcon International Corp • Concrete, gypsum & plaster products
This WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made on May 10, 2007, among DEVCON SECURITY HOLDINGS, INC., a Florida corporation (“Holdings”), DEVCON SECURITY SERVICES CORP., a Delaware Corporation (“Services”), MUTUAL CENTRAL ALARM SERVICES INC., a New York corporation (“Mutual”), STAT-LAND BURGLAR ALARM SYSTEMS & DEVICES INC., a New York corporation (“Stat-Land”, together with Holdings, Services, and Mutual, are hereinafter referred to individually as a “Borrower” and collectively as “Borrowers”), and CAPITALSOURCE FINANCE LLC, as Agent (in such capacity, the “Agent”), for the Lenders parties thereto and as a Lender. All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement described below.
AGREEMENT FOR SATISFACTION OF INDEBTEDNESS AND AMENDMENT NO. 10 TO ST. JOHN’S DREDGING AND DEEP WATER PIER CONSTRUCTION AGREEMENTDebt Satisfaction Agreement • December 8th, 2004 • Devcon International Corp • Concrete, gypsum & plaster products
A Debt Satisfaction Agreement (the “Debt Satisfaction Agreement”) has been entered into between Antigua Masonry Products, Ltd., certain subsidiaries and affiliates thereof (“AMP”), and the Government of Antigua and Barbuda (“Antigua”), pursuant to the terms of which, AMP has agreed to the satisfaction of U.S.$29,775,803 of debt owed by Antigua to AMP. This agreement provides for a cash payment by Antigua to AMP of U.S.$11,500,000, as well as the granting of certain tax benefits to AMP, certain subsidiaries of AMP, including, Antigua Heavy Constructors, Ltd., Antigua Cement, Ltd. and Antigua Development and Construction, Ltd. (the “AMP Subsidiaries”) and Devcon International Corp. (“Devcon”), the ultimate parent company of AMP.
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • March 16th, 2007 • Devcon International Corp • Concrete, gypsum & plaster products • Florida
THIS TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is dated as of March 13, 2007 by and among Devcon International Corp., a Florida corporation and Devcon Construction and Development Corp. (collectively, the “Company”) and DSMS, Ltd. And Donald L. Smith, Jr. (collectively “Smith”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 12th, 2007 • Devcon International Corp • Concrete, gypsum & plaster products
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of April 11, 2006, among DEVCON SECURITY HOLDINGS, INC., a Florida corporation (“Holdings”), DEVCON SECURITY SERVICES CORP., a Delaware Corporation (“Services”), COASTAL SECURITY COMPANY, a Delaware corporation (“Coastal”), COASTAL SECURITY SYSTEMS, INC., a Delaware corporation (“Systems”), CENTRAL ONE, INC., a Florida corporation (“Central One”), GUARDIAN INTERNATIONAL INC., a Florida corporation (“Guardian”), MUTUAL CENTRAL ALARM SERVICES INC., a New York corporation (“Mutual”), STAT-LAND BURGLAR ALARM SYSTEMS & DEVICES INC., a New York corporation (“Stat-Land”), PRECISION SECURITY SYSTEMS, INC., a Florida corporation (“Precision”, together with Holdings, Services, Coastal, Systems, Central One, Guardian, Mutual and Stat-Land, are hereinafter referred to individually as a “Borrower” and collectively as “Borrowers”), and CAPITALSOURCE FINANCE LLC, as Agent (in such capacity, the “Agent”), for the Lenders parties t
VOTING AGREEMENTVoting Agreement • February 14th, 2006 • Devcon International Corp • Concrete, gypsum & plaster products • New York
VOTING AGREEMENT, dated as of February 10, 2006 (this “Agreement”), by and among Devcon International Corp., a Florida corporation (the “Company”), and the shareholders listed on the signature pages hereto under the heading “Shareholders” (each a “Shareholder” and collectively, the “Shareholders”).
CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 1st, 2007 • Devcon International Corp • Concrete, gypsum & plaster products
This CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made on September 25, 2007, among DEVCON SECURITY HOLDINGS, INC., a Florida corporation (“Holdings”), DEVCON SECURITY SERVICES CORP., a Delaware Corporation (“Services”), MUTUAL CENTRAL ALARM SERVICES INC., a New York corporation (“Mutual”), STAT-LAND BURGLAR ALARM SYSTEMS & DEVICES INC., a New York corporation (“Stat-Land”, together with Holdings, Services, and Mutual, are hereinafter referred to individually as a “Borrower” and collectively as “Borrowers”), and CAPITALSOURCE FINANCE LLC, as Agent (in such capacity, the “Agent”), for the Lenders parties thereto and as a Lender. All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement described below.
CREDIT AGREEMENT Dated February 28, 2005 by and among DEVCON SECURITY HOLDINGS, INC., and DEVCON SECURITY SERVICES CORP. as Borrowers, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders and CIT FINANCIAL USA, INC., as Agent and LenderCredit Agreement • March 1st, 2005 • Devcon International Corp • Concrete, gypsum & plaster products • New York
This CREDIT AGREEMENT (this “Agreement”), dated February 28, 2005, is by and among DEVCON SECURITY HOLDINGS, INC. (f/k/a Devcon Security Services Corp., a Florida corporation (“Holdings”), DEVCON SECURITY SERVICES CORP. (f/k/a Security Equipment Company, Inc.), a Delaware corporation (“Services” and together with Holdings, each individually a “Borrower” and individually and collectively, together with any other Borrower who becomes party hereto from time to time pursuant to Section 6.11, jointly and severally the “Borrowers” ), CIT FINANCIAL USA, INC., a Delaware corporation (in its individual capacity, “CIT”), for itself, as a Lender, and as Agent for Lenders, and the other Lenders signatory hereto from time to time.
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2006 • Devcon International Corp • Concrete, gypsum & plaster products • New York
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of this 24th day of February, 2006, by and among Devcon International Corp., a Florida corporation, with headquarters located at 595 South Federal Highway, Suite 500, Boca Raton, Florida 33432 (the ”Company”), on the one hand, and Steelhead Investments, Ltd., Castlerigg Master Investments, Ltd. and CS Equity II, LLC (each individually, a “Buyer” and collectively, the “Buyers”).
WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 12th, 2007 • Devcon International Corp • Concrete, gypsum & plaster products
This WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of December 29, 2006, among DEVCON SECURITY HOLDINGS, INC., a Florida corporation (“Holdings”), DEVCON SECURITY SERVICES CORP., a Delaware Corporation (“Services”), MUTUAL CENTRAL ALARM SERVICES INC., a New York corporation (“Mutual”), STAT-LAND BURGLAR ALARM SYSTEMS & DEVICES INC., a New York corporation (“Stat-Land”, together with Holdings, Services, and Mutual, are hereinafter referred to individually as a “Borrower” and collectively as “Borrowers”), and CAPITALSOURCE FINANCE LLC, as Agent (in such capacity, the “Agent”), for the Lenders parties thereto and as a Lender. All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement described below.
SECURITY AGREEMENTSecurity Agreement • March 1st, 2005 • Devcon International Corp • Concrete, gypsum & plaster products • New York
This SECURITY AGREEMENT (the “Security Agreement”), is dated February 28, 2005, by and among DEVCON SECURITY SERVICES CORP., a Delaware corporation (“Services”), DEVCON SECURITY HOLDINGS, INC., a Florida Corporation (“Holdings”, and together with Services individually and collectively the “Grantors” and individually each a “Grantor”, together with such additional Grantors, who may join this Security Agreement from time to time), and CIT FINANCIAL USA, INC., a Delaware corporation (in its individual capacity, “CIT”), individually and in its capacity as Agent for Lenders (in such capacity, “Agent”).
AGREEMENTAgreement • August 14th, 2006 • Devcon International Corp • Concrete, gypsum & plaster products • Florida
This Agreement (this “Agreement”) by and among EBR Holding Limited (“EBR”) and Emerald Bay Resort & Co. (the “Partnership” and, together with EBR, (“Emerald Bay”), on the one hand, and Devcon International Corp. and Bahamas Construction & Development Ltd. (collectively, the “Company’), on the other hand, is entered into by the parties hereto as of June 5, 2006.
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • January 26th, 2007 • Devcon International Corp • Concrete, gypsum & plaster products • Florida
This Advisory Services Agreement (the “Agreement”) is entered into as of this 26th day of January, 2007, by and between Devcon International Corp., a Florida corporation (the “Company”), and Stephen J. Ruzika (the “Advisor”).
AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • July 11th, 2008 • Devcon International Corp • Services-detective, guard & armored car services • New York
THIS AMENDMENT (this “Amendment”), is entered into as of this 10th day of July, 2008 between Devcon International Corp. (the “Company”) and CS Equity II LLC (the “Investor”).
PLEDGE AGREEMENTPledge Agreement • March 1st, 2005 • Devcon International Corp • Concrete, gypsum & plaster products • New York
This PLEDGE AGREEMENT (the “Agreement”), is dated February 28, 2005, by and between DEVCON INTERNATIONAL CORP., a Florida corporation (“Pledgor”), and CIT FINANCIAL USA, INC., a Delaware corporation, individually and in its capacity as Agent for Lenders (in such capacity, “Agent”).
VOTING AGREEMENTVoting Agreement • November 16th, 2005 • Devcon International Corp • Concrete, gypsum & plaster products • Florida
VOTING AGREEMENT, dated as of November 9, 2005 (this “Agreement”), by and between Devcon International Corp., a Florida corporation (“Parent”) and the undersigned (the “Stockholder”).
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 22nd, 2006 • Devcon International Corp • Concrete, gypsum & plaster products • New York
THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of this 10th day of May, 2006, by and among Devcon International Corp., a Florida corporation, with headquarters located at 595 South Federal Highway, Suite 500, Boca Raton, Florida 33432 (the “Company”), on the one hand, and HBK Main Street Investments L.P., Castlerigg Master Investments, Ltd. and CS Equity II, LLC (each individually, a “Buyer” and collectively, the “Buyers”).
