PURCHASE AND SALE AGREEMENT (Partnership Interests in Birchwood Acres Limited Partnership, LLLP) by and among Three E Corporation and AJG Financial Services, Inc., Sellers and SOF-Harmony Funding, L.L.C., Purchaser Dated as of March 22, 2005Purchase and Sale Agreement • May 2nd, 2005 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Florida
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of March 22, 2005, by and among Three E Corporation (“Three E”), a Florida corporation having offices at 3500 Harmony Square Drive West, Harmony, Florida 34773, AJG Financial Services, Inc. (“AJG”) a Delaware corporation having offices at The Gallagher Centre, Two Pierce Place, Itasca, Illinois 60143-3141 (Three E and AJG being herein collectively referred to as the “Seller” and being severally, and not jointly and severally liable for all obligations and liabilities of Seller hereunder) and SOF-HARMONY FUNDING, L.L.C., a Delaware limited liability company having offices c/o Starwood Capital Group Global, L.L.C., 591 W. Putnam Avenue, Greenwich, CT 06830 (“Purchaser”); at Closing, Purchaser shall cause an entity which is acceptable to Seller in its reasonable discretion and which is affiliated with SOF – VI U.S. Holdings II, L.L.C., a Delaware limited liability company, having offices at 591 W. Putnam Avenue, Greenwich, CT 06
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • May 2nd, 2005 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Delaware
This Settlement Agreement and Mutual Release (“2nd Settlement Agreement”) is entered into as of May 1, 2005 (the “Effective Date”) by and between Headwaters Incorporated (formerly known as Covol Technologies, Inc.) (“Headwaters”), on the one hand, and Square D Company (“Square D”), Arthur J. Gallagher & Co. (“Gallagher”) and AJG Financial Services, Inc. (“AJG”) on the other hand. The foregoing parties will hereinafter collectively be called the “Parties.”
ARTHUR J. GALLAGHER & CO. SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2005 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
This Second Amendment and Waiver to Credit Agreement dated as of March 4, 2005 (herein, the “Amendment”) is entered into by and between the undersigned, Arthur J. Gallagher & Co., a Delaware corporation (the “Borrower”), the Banks and the Agent. Reference is hereby made to that certain Credit Agreement dated as of July 21, 2003 (said Credit Agreement, as amended prior to the date hereof, being referred to herein as the “Credit Agreement”) between the Borrower, Citibank, N.A., Bank of America, N.A., LaSalle Bank National Association, Barclays Bank Plc, Union Bank of California, N.A., U.S. Bank National Association, Fifth Third Bank (Chicago), Comerica Bank, PNC Bank and Harris Trust and Savings Bank, individually and as Agent. All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
