SENIOR TERM LOAN AGREEMENT dated as of December 19, 2003 among HUGHES SUPPLY, INC. as Borrower LEHMAN COMMERCIAL PAPER INC., SUNTRUST BANK AND EACH OF THE OTHER LENDERS FROM TIME TO TIME PARTY HERETO SUNTRUST BANK as Administrative Agent and LEHMAN...Senior Term Loan Agreement • January 5th, 2004 • Hughes Supply Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Georgia
THIS SENIOR TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2003, by and among HUGHES SUPPLY, INC. a Florida corporation (“Hughes Supply” or the “Borrower”), LEHMAN COMMERCIAL PAPER INC. (“LCPI”), SUNTRUST BANK (“STB”) and each of the several other banks and financial institutions from time to time party hereto (collectively, the “Lenders”), LEHMAN BROTHERS INC. (“LBI” and together with LCPI, collectively, “Lehman”) and SUNTRUST ROBINSON HUMPRHEY, a division of SunTrust Capital Markets (“STRH” and together with STB, collectively, “SunTrust”), in their capacities as exclusive joint advisors, joint book managers and joint lead arrangers (the “Arrangers”) and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 5th, 2004 • Hughes Supply Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Georgia
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), is made and entered into as of December 19, 2003, by and among HUGHES SUPPLY, INC., a Florida corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (collectively, the “Lenders”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGER AMONG HUGHES SUPPLY, INC., MRO MERGER CORP., FS EQUITY PARTNERS IV, L.P., CENTURY AIRCONDITIONING HOLDINGS, INC., DENNIS C. BEARDEN AND CENTURY MAINTENANCE SUPPLY, INC. November 26, 2003Agreement and Plan of Merger • January 5th, 2004 • Hughes Supply Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
This Agreement and Plan of Merger (the “Agreement”) is made and entered into to be effective as of November 26, 2003, by and among Hughes Supply, Inc., a Florida corporation (the “Buyer”), MRO Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Buyer (the “Merger Sub”), FS Equity Partners IV, L.P., a Delaware limited partnership (the “Stockholders’ Representative”), Century Airconditioning Holdings, Inc. (“Century AC”), Dennis C. Bearden (“Bearden”) (the Stockholders’ Representative, Century AC and Bearden are collectively referred to as the “Significant Stockholders”), and Century Maintenance Supply, Inc., a Delaware corporation (the “Company”). The Buyer, the Merger Sub, the Company and the Significant Stockholders are referred to collectively herein as the “Parties.”
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 5th, 2004 • Hughes Supply Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
This First Amendment (this “Amendment”) to Agreement and Plan of Merger, dated as of December 19, 2003, is by and between Hughes Supply, Inc., a Florida corporation (the “Buyer”), and FS Equity Partners IV, L.P., a Delaware limited partnership (the “Stockholders’ Representative”), and Freeman Spogli & Co. LLC (“FS Management Company”). Capitalized terms used but not defined in this Amendment have the meaning given such terms in the Merger Agreement (defined below).
