AGREEMENT of MERGER BY AND AMONG PRIMUS INC., WINVEST INC. AND NOLAND COMPANY

Exhibit 2.1

AGREEMENT of MERGER

BY AND AMONG

PRIMUS INC., WINVEST INC.

AND

NOLAND COMPANY

Dated as of April 11, 2005

EXHIBITS AND SCHEDULES

EXHIBITS

Exhibit 3.1(a) Articles of Merger and Plan of Merger

SCHEDULES

AGREEMENT OF MERGER

This AGREEMENT OF MERGER (this “ Agreement ”), dated as of April 11, 2005, by and among Primus Inc. (d/b/a WinWholesale Inc.), a Delaware corporation (“ Parent ”), Winvest Inc., a Virginia corporation and a direct, wholly owned subsidiary of Parent (“ Merger Subsidiary ”), and Noland Company, a Virginia corporation (the “ Company ”), recites and provides as follows:

RECITALS

WHEREAS, the respective Boards of Directors of Parent, Merger Subsidiary and the Company and the Special Committee (as hereinafter defined) have approved the acquisition of the Company by Parent pursuant to a tender offer (the “ Offer ”) by Merger Subsidiary for all of the issued and outstanding shares of the common stock of the Company, par value $10.00 per share (the “ Company Common Stock ”), at a price of $74.00 per share (such price or any higher price per share as may be paid to any holder of shares in the Offer being referred to herein as the “ Offer Price ”), net to the selling holder in cash, followed by a merger (the “ Merger ”) of Merger Subsidiary with and into the Company on the terms and subject to the conditions set forth herein; and

WHEREAS, each of the Special Committee and the Board of Directors of the Company has unanimously adopted resolutions approving this Agreement, the Offer and the Merger, determining that the Offer and the Merger are fair to and in the best interests of the holders of the shares of Company Common Stock and has unanimously recommended that the Company’s shareholders accept the Offer and approve, if required by the terms of this Agreement and applicable Law, the Plan of Merger (as hereinafter defined).

AGREEMENTS

NOW, THEREFORE, in consideration of the premises, which are incorporated into and made part of this Agreement, and of the mutual representations, warranties, covenants, agreements and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Acquisition Agreement .

“Acquisition Agreement” shall have the meaning given in Section 8.6(b) hereof.

Section 1.2 Affiliate .

“Affiliate” shall mean with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person.

Section 1.3 Agreement .

“Agreement” shall have the meaning set forth in the preamble to this Agreement.

Section 1.4 Air Operations .

“Air Operations” shall mean Air Operations, LLC, a Virginia limited liability company and a wholly owned subsidiary of the Company.

Section 1.5 Articles of Merger .

“Articles of Merger” shall have the meaning set forth in Section 3.1(a) hereof.

Section 1.6 Certificates .

“Certificates” shall have the meaning set forth in Section 4.2(a) hereof.

Section 1.7 Closing .

“Closing” shall have the meaning set forth in Section 3.3 hereof.

Section 1.8 Closing Date .

“Closing Date” shall mean the date on which the Closing occurs.

Section 1.9 Code .

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and all rules and regulations promulgated from time to time pursuant thereto.

Section 1.10 Company .

“Company” shall have the meaning set forth in the preamble to this Agreement.

Section 1.11 Company Affiliate .

“Company Affiliate” shall have the meaning set forth in Section 5.14 hereof.

Section 1.12 Company Bylaws .

“Company Bylaws” shall have the meaning set forth in Section 5.1 hereof.

Section 1.13 Company Charter .

“Company Charter” shall have the meaning set forth in Section 5.1 hereof.

Section 1.14 Company Common Stock .

“Company Common Stock” shall have the meaning set forth in the recitals to this Agreement.

Section 1.15 Company Material Adverse Effect .

“Company Material Adverse Effect” shall mean (i) an event, change, circumstance or occurrence with respect to the Company or a Subsidiary (collectively “Change”), (ii) the Company’s or a Subsidiary’s conflict, breach or default with respect to a representation, warranty or obligation set forth in this Agreement (collectively “Breach”), and/or (iii) the Company’s or a Subsidiary’s violation of law (“Violation”) that would reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, that any of the following shall not be deemed to constitute a Change, Breach or Violation; (i) a Change to the United States economy in general or the economy of any foreign country in general in which the Company and the Subsidiaries operate, (ii) a Change in general to the industries in which the Company and the Subsidiaries operate, (iii) a Change to financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (iv) a Change due to the announcement of this Agreement or any of the transactions contemplated hereunder, the fulfillment of the parties’ obligations hereunder or the consummation of the transactions contemplated by this Agreement, or (v) a Change due to any outbreak or escalation of hostilities or act of terrorism or any declaration of war.

Section 1.16 Confidentiality Agreement .

“Confidentiality Agreement” shall have the meaning set forth in Section 8.1 hereof.

Section 1.17 Contracts .

“Contracts” shall mean all contracts, agreements, leases, licenses and binding commitments, whether written or oral (and all amendments, side letters, modifications and supplements thereto).

Section 1.18 D&O Insurance .

“D&O Insurance” shall have the meaning set forth in Section 8.4(b) hereof.

Section 1.19 Effective Time .

“Effective Time” shall have the meaning set forth in Section 3.2 hereof.

Section 1.20 Employee Benefit Plan .

“Employee Benefit Plan” shall have the meaning set forth in Section 5.10(a) hereof.

Section 1.21 Environmental Claim .

“Environmental Claim” shall have the meaning set forth in Section 5.15 hereof.

Section 1.22 Environmental Laws .

“Environmental Laws” shall have the meaning set forth in Section 5.15 hereof.

Section 1.23 ERISA .

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules and regulations promulgated from time to time pursuant thereto.

Section 1.24 Exchange Act .

“Exchange Act” shall have the meaning set forth in Section 5.4 hereof.

Section 1.25 Exchange Agent .

“Exchange Agent” shall have the meaning set forth in Section 4.2(a) hereof.

Section 1.26 Financial Advisor .

“Financial Advisor” shall have the meaning set forth in Section 3.8(a)(iii) hereof.

Section 1.27 GAAP .

“GAAP” shall mean generally accepted accounting principles as in effect in the United States of America at the time of the preparation of the subject financial statement.

Section 1.28 Government Authority .

“Government Authority” shall mean the United States of America, any other nation or any state or territory or subdivision thereof and any agency or instrumentality of any of the foregoing.

Section 1.29 Hazardous Substances .

“Hazardous Substances” shall have the meaning set forth in Section 5.15 hereof.

Section 1.30 HSR Act .

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

Section 1.31 HSR Condition .

“HSR Condition” shall have the meaning set forth in Annex A hereto.

Section 1.32 Indemnified Persons .

“Indemnified Persons” shall have the meaning set forth in Section 8.4(b) hereof.

Section 1.33 Independent Directors .

“Independent Directors” shall have the meaning set forth in Section 2.3(a)(iii) hereof.

Section 1.34 Information Statement

“Information Statement” shall have the meaning set forth in Section 2.3(a) hereof.

Section 1.35 Initial Expiration Date .

“Initial Expiration Date” shall have the meaning set forth in Section 2.1 hereof.

Section 1.36 IRS .

“IRS” shall mean the Internal Revenue Service.

Section 1.37 Knowledge of the Company .

“Knowledge of the Company” shall mean the actual knowledge of the persons set forth on Schedule 1.37 .

Section 1.38 Law .

“Law” shall mean any federal, state, provincial, local or other law, statute, act, ordinance or other governmental requirement of any kind, and the rules, regulations and orders promulgated thereunder.

Section 1.39 Leased Real Property .

“Leased Real Property” shall have the meaning set forth in Section 5.7(c) hereof.

Section 1.40 Leases .

“Leases” shall have the meaning set forth in Section 5.7(c) hereof.

Section 1.41 Lien .

“Lien” shall mean any mortgage, lien, pledge, charge, adverse right or claim, security interest, community property interest, equitable interest, option, right of first refusal, restrictions on use and/or transfer (excluding restrictions imposed by applicable securities laws with respect to the transfer of securities) or encumbrance of any kind.

Section 1.42 Material Contracts .

“Material Contracts” shall have the meaning set forth in Section 5.18(a) hereof.

Section 1.43 Merger .

“Merger” shall have the meaning set forth in the recitals to this Agreement.

Section 1.44 Merger Consideration .

“Merger Consideration” shall mean the right to receive the Offer Price in cash, without interest.

Section 1.45 Merger Transactions .

“Merger Transactions” shall have the meaning set forth in Section 2.2(a) hereof.

Section 1.46 Merger Subsidiary .

“Merger Subsidiary” shall have the meaning set forth in the preamble to this Agreement.

Section 1.47 Merger Subsidiary Common Stock .

“Merger Subsidiary Common Stock” shall mean the common stock, $0.01 par value per share, of Merger Subsidiary.

Section 1.48 Minimum Condition .

“Minimum Condition” shall have the meaning set forth in Annex A hereof.

Section 1.49 NOLCO .

“NOLCO” shall mean NOLCO Acquisition Company, a Virginia corporation and wholly owned subsidiary of the Company.

Section 1.50 NPI Chattanooga .

“NPI Chattanooga” shall mean NPI Properties—Chattanooga LLC, a Virginia limited liability company and wholly owned subsidiary of Properties.

Section 1.51 NPI Little Rock .

“NPI Little Rock” shall mean NPI Properties—Little Rock LLC, a Virginia limited liability company and wholly owned subsidiary of Properties.

Section 1.52 NPI Properties .

“NPI Properties” shall mean NPI Properties LLC, a Virginia limited liability company and wholly owned subsidiary of Properties.

Section 1.53 NPI Properties I .

“NPI Properties I” shall mean NPI Properties I LLC, a Virginia limited liability company and wholly owned subsidiary of Properties.

Section 1.54 NPI Roanoke .

“NPI Roanoke” shall mean NPI Properties—Roanoke LLC, a Virginia limited liability company and wholly owned subsidiary of Properties.

Section 1.55 Offer .

“Offer” shall have the meaning set forth in the recitals to this Agreement.

Section 1.56 Offer Documents .

“Offer Documents” shall have the meaning set forth in Section 2.1 hereof.

Section 1.57 Offer Price .

“Offer Price” shall have the meaning set forth in the recitals to this Agreement.

Section 1.58 Owned Real Property .

“Owned Real Property” shall have the meaning set forth in Section 5.7(a) hereof.

Section 1.59 Parent .

“Parent” shall have the meaning set forth in the preamble to this Agreement.

Section 1.60 Permits .

“Permits” shall mean all permits, licenses, variances, exemptions, orders, registrations, consents and approvals and governmental authorizations of all Government Authorities.

Section 1.61 Permitted Liens .

“Permitted Liens” shall have the meaning set forth in Section 5.7(b)(i) hereof.

Section 1.62 Person .

“Person” shall mean any individual, corporation, partnership, limited liability company, association, trust, unincorporated entity or other legal entity.

Section 1.63 Plan of Merger .

“Plan of Merger” shall have the meaning set forth in Section 3.1(a) hereof.

Section 1.64 Potential Superior Proposal .

“Potential Superior Proposal” shall have the meaning set forth in Section 8.6(a) hereof.

Section 1.65 Properties .

“Properties” shall mean Noland Properties, Inc., a Virginia corporation.

Section 1.66 Properties Common Stock .

“Properties Common Stock” shall have the meaning set forth in Section 5.2 hereof.

Section 1.67 Proxy Statement .

“Proxy Statement” shall have the meaning set forth in Section 3.8(a)(ii) hereof.

Section 1.68 Qualified Plans .

“Qualified Plans” shall have the meaning set forth in Section 5.10(b) hereof.

Section 1.69 Real Property .

“Real Property” shall mean, collectively, the Leased Real Property and the Owned Real Property.

Section 1.70 Representatives .

“Representatives” shall have the meaning set forth in Section 2.3(a)(ii) hereof.

Section 1.71 Schedule 14D-9 .

“Schedule 14D-9” shall have the meaning set forth in Section 2.2(b) hereof.

Section 1.72 SEC .

“SEC” shall have the meaning set forth in Section 3.8(a)(ii) hereof.

Section 1.73 SEC Contract .

“SEC Contract” shall have the meaning set forth in Section 5.9 hereof.

Section 1.74 SEC Documents .

“SEC Documents” shall have the meaning set forth in Section 5.5(a) hereof.

Section 1.75 SEC Financial Statements .

“SEC Financial Statements” shall have the meaning set forth in Section 5.5(a) .

Section 1.76 Securities Act .

“Securities Act” shall have the meaning set forth in Section 5.5(a) hereof.

Section 1.77 Shares .

“Shares” shall have the meaning set forth in Annex A hereof.

Section 1.78 Special Committee .

“Special Committee” shall mean the special committee of the Board of Directors of the Company consisting solely of independent directors.

Section 1.79 Special Meeting .

“Special Meeting” shall have the meaning set forth in Section 3.8(a)(i) hereof.

Section 1.80 Subsidiaries .

“Subsidiaries” shall mean, collectively, Properties, NPI Chattanooga, NPI Little Rock, NPI Properties, NPI Properties I, NPI Roanoke, NOLCO, and Air Operations.

Section 1.81 Subsidiary Organizational Documents .

“Subsidiary Organizational Documents” shall have the meaning set forth in Section 5.1 hereof.

Section 1.82 Superior Proposal .

“Superior Proposal” shall have the meaning set forth in Section 8.6(e)(ii) hereof.

Section 1.83 Surviving Corporation .

“Surviving Corporation” shall have the meaning set forth in Section 3.1(a) hereof.

Section 1.84 Takeover Proposal .

“Takeover Proposal” shall have the meaning set forth in Section 8.6(e)(i) hereof.

Section 1.85 Tax; Taxes .

“Tax” or “Taxes” means any federal, state, county, local, or foreign taxes, charges, levies, imposts, duties, other assessments, or similar charges of any kind whatsoever, including any interest, penalties, and additions imposed thereon or with respect thereto.

Section 1.86 Tax Return .

“Tax Return” means any report, return, information return, or other information required to be supplied to a taxing authority in connection with Taxes, including any return of an affiliated or combined or unitary group.

Section 1.87 Tender Offer Conditions .

“Tender Offer Conditions” shall have the meaning set forth in Annex A hereto.

Section 1.88 Termination Fee .

“Termination Fee” shall have the meaning set forth in Section 10.3 hereof.

Section 1.89 VSCA .

“VSCA” shall mean the Virginia Stock Corporation Act, as amended.

ARTICLE II

THE OFFER

Section 2.1 The Offer .

(a) Provided that this Agreement shall not have been terminated in accordance with Article X and so long as each of the Tender Offer Conditions has been satisfied and no fact, occurrence or circumstance shall exist which would result in a failure to satisfy any of the Tender Offer Conditions, subject to the provisions of this Agreement, as promptly as reasonably practicable, but in no event later than five business days after execution of this Agreement, Merger Subsidiary shall commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer at the Offer Price. The initial expiration date of the Offer shall be the 20 ^th business day following the date the Offer is commenced within the meaning of Rule 14d-2 under the Exchange Act (the “ Initial Expiration Date ”). The obligation of Merger Subsidiary to commence the Offer and accept for payment, and pay for, any shares tendered pursuant to the Offer shall be subject to the satisfaction of the Tender Offer Conditions set forth in Annex A , any of which, other than the Minimum Condition and the HSR Condition (each as defined in Annex A ), may be waived by Parent and Merger Subsidiary in their sole discretion. Parent and Merger Subsidiary expressly reserve the right to modify the terms of the Offer; provided, however , that, without the prior written consent of the Company, neither Parent nor Merger Subsidiary shall (i) waive the Minimum Condition or the HSR Condition, (ii) reduce the number of shares subject to the Offer, (iii) reduce the Offer Price, (iv) change the form of consideration payable in the Offer, (v) amend any term or add any condition of the Offer (including the Tender Offer Conditions), in each case, in any manner that would adversely affect the shareholders of the Company in any material respect or (vi) extend the Initial Expiration Date, except as required by law and except that Parent and the Merger Subsidiary shall have the right, in their sole discretion, (A) to extend the expiration date of the Offer for up to ten business days after the Initial Expiration Date if as of that date there shall not have been tendered a number of shares that constitute at least 90% of the outstanding shares of the Company Common Stock on a fully-diluted basis, (B) to elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act or (C) to extend the expiration date of the Offer from time to time for successive periods of up to 20 business days each, but in no event later than the three-month anniversary of the date of this Agreement, if the Tender Offer Conditions have not been met. If on any scheduled expiration date of the Offer, the Offer would have expired without any shares being purchased because the Tender Offer Conditions have not been satisfied, Parent and Merger Subsidiary shall, at the request of the Company (subject always to the terms and conditions of this Agreement, including Article X ), extend the expiration date of the Offer from time to time for successive periods of up to 20 business days each (but in no event later than the three-month anniversary of the date of this Agreement) unless Parent reasonably believes at such time that such conditions are not capable of being satisfied. Subject to the terms of the Offer, including the Tender Offer Conditions, Merger Subsidiary shall pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon after the expiration of the Offer as it is legally permitted to do so under applicable law.

(b) On the date of commencement of the Offer, Parent and Merger Subsidiary shall file with the SEC and cause to be disseminated to holders of the shares of Company Common Stock a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain (included as an Exhibit), or incorporate by reference, an offer to purchase and a related letter of transmittal, and a summary advertisement (collectively, together with any supplements or amendments thereto, the “ Offer Documents ”). The Company and its counsel shall be given an opportunity to review and comment upon the Offer Documents prior to the filing thereof with the SEC. Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Merger Subsidiary further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Subsidiary agree to provide the Company and its counsel with copies of any written comments Parent, Merger Subsidiary or their counsel may receive from the SEC or its staff with respect to the Offer Documents.

Section 2.2 Company Actions .

(a) The Company hereby represents that the Board of Directors of the Company, by unanimous vote, has duly adopted resolutions adopting and approving this Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger (collectively, the “ Merger Transactions ”), determined that the Merger Transactions are fair to, and in the best interests of, the Company’s shareholders and recommended that the Company’s shareholders accept the Offer and, if the Merger is not to be consummated pursuant to Section 3.7 hereof, approve the Plan of Merger. The Company has taken all other action necessary to render Section 13.1-725 through Section 13.1-727.1 and Section 13.1-728.1 through Section 13.1-728.9 of the VSCA inapplicable to the Merger Transactions and the other transactions contemplated hereby. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company’s Board of Directors described above.

(b) On the date the Offer Documents are filed with the SEC and the Offer is commenced, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the “ Schedule 14D-9 ”), and shall disseminate the Schedule 14D-9 to the shareholders of the Company as required by Rule 14d-9 under the Exchange Act. The Schedule 14D-9 shall contain the recommendation described in Section 2.2(a) above. Parent and Merger Subsidiary and their counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it for use in the Proxy Statement (if a Proxy Statement is required pursuant to Section 3.8 ) or the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Proxy Statement, if required, or the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of the Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. The Company agrees to provide Parent and Merger Subsidiary and their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement, if required, or the Schedule 14D-9 promptly after the receipt of such comments.

(c) In connection with the Offer, the Company shall cause its transfer agent to furnish Parent and Merger Subsidiary with mailing labels containing the names and addresses of the record holders of shares of Company Common Stock as of a recent date and of those Persons becoming record holders subsequent to such date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of shares of Company Common Stock, and shall furnish to Parent and Merger Subsidiary such information and assistance (including updated lists of shareholders, security position listings and computer files) as Parent or Merger Subsidiary may reasonably request in communicating the Offer to the record and beneficial owners of the shares of Company Common Stock. Subject to the requirements of Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger Transactions, Parent and Merger Subsidiary and each of their affiliates, agents or representatives shall hold in confidence the information contained in any of such labels, lists and files, will use such information only in connection with the Merger Transactions, and, if this Agreement is terminated, will promptly deliver to the Company all copies of such information then in their possession.

Section 2.3 Composition of the Board of Directors .

(a) Promptly upon the acceptance for payment of, and payment by Merger Subsidiary for, shares of Company Common Stock equal to at least a majority of the outstanding shares of Company Common Stock, Merger Subsidiary shall be entitled to:

(i) receipt by advance notice from the Company of all (x) notice of meetings of the Board of Directors of the Company, and (y) proposed written actions to be taken by the Board of Directors of the Company in writing in lieu of a meeting of the Board of Directors of the Company, in the same form and at the same time as the Company notifies the Board of Directors of the Company of any such meeting or written action, each such notice to be delivered pursuant to the notice provisions of this Agreement; "

(ii) designate two representatives of Merger Subsidiary (the “ Representatives ”) to attend and observe each meeting, or receive copies of any written action taken in lieu thereof; provided, however , if at any such meeting the Company’s legal counsel determines that the Representatives should depart the meeting during part of the meeting in order to protect the Company’s ability to assert attorney-client privilege, the Representatives shall depart the meeting during such period as deemed appropriate by the Company’s legal counsel to protect the Company’s ability to assert attorney-client privilege; and

(iii) designate up to such number of directors on the Board of Directors of the Company, rounded up to the next whole number, as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Company Common Stock directly or indirectly beneficially owned by Merger Subsidiary and Parent and the denominator of which shall be the number of shares of Company Common Stock then outstanding. Subject to applicable Law, the Company shall take all action requested by Merger Subsidiary which is reasonably necessary to effect any such election, including mailing to its shareholders the information statement (the “ Information Statement ”) containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Merger Subsidiary shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Parent’s designees. Parent and Merger Subsidiary and their counsel shall be given an opportunity to review and comment upon the Information Statement prior to the filing thereof with the SEC. Merger Subsidiary shall be solely responsible for any information with respect to Parent, Merger Subsidiary or Merger Subsidiary’s nominees, officer, directors and affiliates required by Section 14(f) and Rule 14f-1. In furtherance thereof, the Company shall increase the size of the Board of Directors of the Company (subject to the limitations set forth in the Company Charter or the Company Bylaws or imposed by applicable Law), or use its commercially reasonable efforts to secure the resignation of directors, or both, as is reasonably necessary to permit Merger Subsidiary’s designees to be elected to the Board of Directors of the Company. The Company agrees to provide Parent and Merger Subsidiary and their counsel with copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Information Statement.

(b) In the event that Merger Subsidiary’s designees are elected to the Board of Directors of the Company, subject to the other terms of this Agreement and until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors on the date hereof and neither of whom is an officer of the Company nor a designee, shareholder, affiliate or associate (within the meaning of the federal securities laws) of Parent or Merger Subsidiary (one or more of such directors, the “ Independent Directors ”); provided , however , that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, to the extent permitted by the VSCA, any remaining Independent Directors shall be entitled to designate persons to fill such vacancies who shall be deemed Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the other directors shall designate one person to fill one of the vacancies who shall not be a shareholder, affiliate or associate of Parent or Merger Subsidiary and such person shall be deemed to be an Independent Director for purposes of this Agreement, and Parent or Merger Subsidiary, as applicable, shall use its commercially reasonable efforts to cause its designees to designate such person. Notwithstanding anything in this Agreement to the contrary, in the event that Merger Subsidiary’s designees are elected to the Board of Directors of the Company, after the acceptance for payment of shares of Company Common Stock pursuant to the Offer and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (a) amend or terminate this Agreement on behalf of the Company, (b) exercise or waive any of the Company’s rights, benefits or remedies hereunder, (c) extend the time for performance of Parent’s or Merger Subsidiary’s obligations hereunder, or (d) take any other action by the Board of Directors of the Company under or in connection with this Agreement; provided, however , that if there shall be no such directors, such actions may be effected by unanimous vote of the entire Board of Directors of the Company.

ARTICLE III

THE MERGER

Section 3.1 The Merger .

(a) Immediately prior to the Effective Time, the Company and Merger Subsidiary shall execute and deliver articles of merger (the “ Articles of Merger ”), together with the related plan of merger meeting the requirements of Section 13.1-716 of the VSCA (the “ Plan of Merger ”), substantially in the form attached hereto as Exhibit 3.1(a) , which shall be filed with the State Corporation Commission of the Commonwealth of Virginia in accordance with the VSCA. Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the provisions of, and with the effects provided in, Article 12 of the VSCA. The Company shall be the surviving corporation (the “ Surviving Corporation ”) resulting from the Merger, shall continue to be governed by the Laws of the Commonwealth of Virginia and shall succeed to and assume all of the rights and obligations of Merger Subsidiary, and the separate corporate existence of Merger Subsidiary shall cease.

(b) If at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or otherwise are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, all rights, title and interests in all real estate and other property and assets and all privileges, rights, powers and franchises of the Company or Merger Subsidiary, then the Surviving Corporation and its proper officers and directors, in the name and on behalf of the Company or Merger Subsidiary, shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary and proper to vest, perfect or confirm title to such assets or rights in the Surviving Corporation and otherwise to carry out the purpose of this Agreement, and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company or Merger Subsidiary or otherwise to take any and all such action.

Section 3.2 Effective Time .

The Merger shall become effective upon (i) the issuance of a Certificate of Merger by the State Corporation Commission of the Commonwealth of Virginia or (ii) at such later time as is set forth in the Articles of Merger (the “ Effective Time ”).

Section 3.3 Time and Place of Closing .

The closing of the transactions contemplated by this Agreement shall take place at a time and on a date mutually agreed upon by the parties hereto; provided, however, that such date shall be no later than the third business day following the date on which all of the conditions to the obligations of the parties set forth in Article IX (other than those to be satisfied at the Closing) have been satisfied or waived as provided therein (the “ Closing ”). The Closing shall take place at the offices of Hunton & Williams LLP, Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond, Virginia, 23219-4074.

Section 3.4 Articles of Incorporation and Bylaws .

(a) The Company Charter, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

(b) The Company Bylaws, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

Section 3.5 Board of Directors .

The Board of Directors of Merger Subsidiary immediately prior to the Effective Time shall be the Board of Directors of the Surviving Corporation at and immediately after the Effective Time until the earlier of their resignation or removal or until their successors are duly elected and qualified, as the case may be.

Section 3.6 Management .

The officers of Merger Subsidiary immediately prior to the Effective Time shall be the officers of the Surviving Corporation at and immediately after the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified, as the case may be.

Section 3.7 Merger Without Meeting of Shareholders .

In the event that Parent, Merger Subsidiary and their Affiliates shall have acquired in the aggregate at least 90% of the issued and outstanding shares of Company Common Stock pursuant to the Offer or otherwise, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for shares of Company Common Stock by Merger Subsidiary pursuant to the Offer, without a meeting of shareholders of the Company, in accordance with Section 13.1-719 of the VSCA.

Section 3.8 Shareholders’ Meeting .

(a) Subject to Article IX hereof, if this Agreement has not earlier been terminated pursuant to Section 10.1 hereof and the Merger has not been or will not be consummated pursuant to Section 3.7 hereof, then upon (x) the acceptance for payment of shares of Company Common Stock by Merger Subsidiary pursuant to the Offer or (y) the expiration of the Offer without Merger Subsidiary purchasing any shares of Company Common Stock thereunder, the Company, acting through its Board of Directors, shall:

(i) in accordance with the Company Charter and Company Bylaws and in accordance with applicable Law, duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of considering and taking action upon the Plan of Merger (the “ Special Meeting ”) as soon as practicable following the date hereof;

(ii) prepare and file with the United States Securities and Exchange Commission (the “ SEC ”), as promptly as practicable, (but giving Parent and Merger Subsidiary and their counsel an opportunity to review and comment thereon prior to the filing thereof with the SEC), a preliminary proxy statement relating to the Merger, this Agreement and the Plan of Merger and use its commercially reasonable efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent (and providing Parent and Merger Subsidiary and their counsel a copy of) any comments made by the SEC with respect to the preliminary proxy statement and, as soon as practicable thereafter (but giving Parent and Merger Subsidiary and their counsel an opportunity to review and comment thereon prior to the mailing thereof), to cause a definitive proxy statement (the “ Proxy Statement ”) to be mailed to its shareholders and (B) to obtain the necessary approval of the Plan of Merger by its shareholders as soon as practicable; and

(iii) include in the Proxy Statement (A) the recommendation of the Board that the shareholders of the Company vote in favor of the approval of the Plan of Merger, unless such recommendation has been withdrawn, or as such recommendation has been modified or amended, in each case in accordance with Section 8.6 , and (B) the opinion of The Blackstone Group (the “ Financial Advisor ”) described in Section 5.19 .

(b) Parent shall, as soon as practicable after the date hereof, provide the Company with the information concerning Parent and Merger Subsidiary required to be included in the Proxy Statement in the event the Proxy Statement will be required pursuant to Section 3.8(a) . At any Special Meeting, Parent shall vote, or cause to be voted, all of the shares of Company Common Stock (if any) then owned by it, Merger Subsidiary or any of its other Affiliates in favor of the approval of the Plan of Merger.

Section 3.9 Earliest Consummation.

Each party hereto shall use its commercially reasonable efforts to consummate the Merger as soon as practicable. If the Tender Offer Conditions are satisfied, or waived, Merger Subsidiary shall consummate the Offer and accept for payment shares of Company Common Stock validly tendered and not withdrawn and thereafter effectuate the Merger as soon as practicable after Merger Subsidiary accepts the shares of Company Common Stock for payment pursuant to the Offer.

ARTICLE IV

EFFECT OF THE MERGER ON CAPITAL STOCK

Section 4.1 Effect on Capital Stock .

As of the Effective Time, by virtue of the Merger and without any action on the part of any holders of Company Common Stock or Merger Subsidiary Common Stock:

(a) Subject to the provisions of Section 4.2 , each issued and outstanding share of Company Common Stock (including each share of Company Common Stock described in Section 4.1(c) hereof, but specifically excluding any shares of Company Common Stock that are owned by Parent, Merger Subsidiary or any Affiliate thereof, which are addressed in Section 4.1(d) ) shall be converted into the right to receive, upon the surrender of the certificate formerly representing such share of Company Common Stock in accordance with Section 4.2 , the Merger Consideration.

(b) All shares of Merger Subsidiary Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, $10.00 par value per share, of the Surviving Corporation, and such common stock of the Surviving Corporation issued on such conversion shall constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time.

(c) (i) Each share of Company Common Stock that was issued by the Company pursuant to the Noland Company Restricted Stock Plan and that is issued and outstanding as of the Effective Time shall vest in full at and as of the Effective Time and shall be treated for all purposes of this Agreement, including Section 4.1(a) hereof, as an issued and outstanding share of Company Common Stock, and (ii) each share of Company Common Stock that was issued by the Company pursuant to the 1999 Outside Directors Stock Plan will be distributed by the Company to the owner thereof prior to the Effective Time and shall be treated for all purposes of this Agreement, including Section 4.1(a) hereof, as an issued and outstanding share of Company Common Stock.

(d) Each issued and outstanding share of Company Common Stock owned by Parent, Merger Subsidiary or any Affiliate thereof shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Section 4.2 Exchange of Certificates .

(a) Prior to the Effective Time, Parent shall (x) have designated a bank or trust company (the “ Exchange Agent ”), reasonably acceptable to the Company, to make the payments of the funds to which holders of shares of Company Common Stock shall become entitled pursuant to this Section 4.2(a) and (y) have delivered, or shall have caused Merger Subsidiary to deliver, to the Exchange Agent, for the benefit of the holders of record of a certificate or certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (the “ Certificates ”), cash in an amount equal to (i) the Merger Consideration multiplied by (ii) the number of shares of Company Common Stock issued and outstanding (other than shares held directly or indirectly by any Subsidiary of the Company or in the treasury of the Company or directly or indirectly by Merger Subsidiary) immediately prior to the Effective Time. The Exchange Agent shall invest amounts deposited by the Exchange Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Exchange Agent as provided in this Section 4.2(a) , and any earnings from such investments shall be payable to the Surviving Corporation or as it directs; provided that no such investment, or any loss resulting from any such investment, shall affect Parent’s obligation to pay the Merger Consideration in accordance with the terms of this Agreement.

(b) As promptly as practicable after the Effective Time, but in no event more than ten days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates whose shares were converted pursuant to Section 4.1(a) into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to Section 4.2(e) below) multiplied by the number of shares of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 4.2(b) , each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 4.2(b) .

(c) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms of this Article IV shall be deemed to have been exchanged and paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. Subject to Section 4.3 , if, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged by the Exchange Agent for cash equal to (i) the Merger Consideration multiplied by (ii) the number of shares of Company Common Stock theretofore represented by such Certificate.

(d) None of Parent, the Company or the Surviving Corporation shall be liable to any former shareholder of the Company for any Merger Consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(e) The Exchange Agent, Surviving Corporation or Parent, as appropriate, shall be entitled to deduct and withhold from consideration otherwise payable pursuant to this Agreement to any former shareholder of the Company such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any other Tax Law. To the extent that amounts are so withheld, (i) such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Certificates in respect of which such deduction and withholding was made, and (ii) the Exchange Agent, Surviving Corporation or Parent shall provide to the holders of such securities written notice of the amounts so deducted or withheld.

(f) If any Certificate shall have been lost, stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, defaced or destroyed and, if required by the Surviving Corporation, the receipt, at the option of such Person, of an indemnity or bond (provided that such indemnity or bond is reasonably satisfactory to the Surviving Corporation) against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay in respect of such lost, stolen, defaced or destroyed Certificate the Merger Consideration multiplied by the number of shares of Company Common Stock theretofore represented by such Certificate.

Section 4.3 Termination of Exchange Fund .

Any portion of the amounts held by the Exchange Agent pursuant to Section 4.2 , including earnings from investments, that remains undistributed to the holders of Certificates as of the first anniversary of the Effective Time shall be delivered by the Exchange Agent to Parent or the Surviving Corporation, and any such holders shall thereafter look only to Parent or the Surviving Corporation for, and Parent and the Surviving Corporation shall remain liable for, payment of their claim in accordance with Section 4.2 herein.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants each of the following to Parent and Merger Subsidiary; provided , however , a Breach of any representation or warranty under this Agreement shall not relieve Parent or Merger Subsidiary from their respective obligations under this Agreement, unless such Breach (i) constitutes a Company Material Adverse Effect or (ii) acts to prevent or materially delay the consummation of the Merger Transactions or other transactions contemplated by this Agreement.

Section 5.1 Organization and Authority of the Company .

(a) Each of the Company and Properties is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of the Subsidiaries, other than Properties, is a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite limited liability company power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of the Company and each Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would only have an insignificant effect on the Company or such Subsidiary. The copies of the Articles of Incorporation and Bylaws of the Company (the “ Company Charter ” and “ Company Bylaws ”, respectively) and the copies of the Articles of Incorporation and Bylaws of Properties and the Articles of Organization and Operating Agreements of each other Subsidiary (collectively, the “ Subsidiary Organizational Documents ”), in the form delivered to Merger Subsidiary and Parent, are true, complete and correct copies of such documents as in effect as of the date of this Agreement.

Section 5.2 Capitalization .

(a) The authorized capital stock of the Company consists of 6,000,000 shares of Company Common Stock. At the date hereof, there are 3,384,718 shares of Company Common Stock issued and outstanding and there are 10,000 shares of Company Common Stock that will be issued pursuant to the Noland Company Restricted Stock Plan prior to the Effective Time. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except as set forth in Schedule 5.2(a) , as of the date hereof, there are not, and as of the Effective Time there will not be, any outstanding securities, options, warrants, calls, rights, commitments, agreements, derivative contracts, forward sale contracts or undertakings of any kind to which the Company or any Subsidiary is a party, or by which the Company or any Subsidiary is bound, obligating the Company or any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of Properties or additional membership interests or other voting securities of any Subsidiary (other than Properties) or obligating the Company or any Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, or obligating the Company or any Subsidiary to make any payment based on or resulting from the value or price of the Company Common Stock, the Properties Common Stock, any membership interests of the Subsidiaries (other than Properties) or of any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking. There are no outstanding contractual obligations of the Company or of any Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or Properties or any membership interests of any Subsidiary (other than Properties). The Company does not, directly or indirectly, own any equity securities or other ownership interests in any Person other than the Subsidiaries.

(b) The authorized capital stock of Properties consists of 5,000 shares of common stock, par value $10.00 per share (the “ Properties Common Stock ”). At the date hereof, there are 500 shares of Properties Common Stock issued and outstanding. The Company directly owns all of the issued and outstanding shares of Properties Common Stock, free and clear of any Liens, and all of such shares are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Properties does not, directly or indirectly, own any equity securities or other ownership interests in any Person other than the other Subsidiaries.

(c) Properties directly owns all of the issued and outstanding membership interests of each Subsidiary (other than Properties), free and clear of any Liens, and all of such membership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No Subsidiary (other than Properties) owns, directly or indirectly, any equity securities or other ownership interests in any other Person.

Section 5.3 Authority Relative to this Agreement .

The execution, delivery and performance (subject, if the Merger is not to be consummated pursuant to Section 3.7 , to the approval of the Plan of Merger by the holders of more than two-thirds of the issued and outstanding shares of Company Common Stock (the “ Company Shareholder Approval ”)) of this Agreement and of all of the other documents and instruments required hereby by the Company and the consummation of the Merger Transactions are within the corporate power and authority of the Company. The execution and delivery of this Agreement and the consummation of the Merger Transactions and of such other transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger Transactions or the other transactions contemplated hereby (other than, with respect to the Merger, receipt of the Company Shareholder Approval if the Merger is not to be consummated pursuant to Section 3.7 ). This Agreement and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Subsidiary) constitute or will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that their enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by equitable principles.

Section 5.4 Consents and Approvals; No Violations .

Except for (a) any applicable requirements of the HSR Act, (b) the filing of the Articles of Merger with, and the issuance of a certificate of merger by, the State Corporation Commission of the Commonwealth of Virginia as required by the VSCA, (c) if the Merger will not be consummated pursuant to Section 3.7 and Company Shareholder Approval is thereby required, the filing with the SEC of the preliminary proxy statement, the Proxy Statement and any of the other documents required to be filed, (d) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”), (e) if the Merger will not be consummated pursuant to Section 3.7 , the Company Shareholder Approval, (f) any filings required by the Nasdaq Stock Market Inc., and (g) those required filings, registrations, consents and approvals listed on Schedule 5.4 attached hereto, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Merger Transactions or the other transactions contemplated by this Agreement will (i) require the filing or registration with, or notice to, or require any Permit of or from, any Government Authority, (ii) conflict with or result in any breach of any provision of the Company Charter or the Company Bylaws, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, the Material Contracts or other instrument or obligation to which the Company is a party or by which the Company or any of the properties or assets of the Company may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, except with respect to the foregoing subsection (iii), for breaches, defaults or violations that would not be reasonably likely to have a Company Material Adverse Effect and that will not prevent or materially delay the consummation of the Merger Transactions or the other transactions contemplated hereby.

Section 5.5 SEC Documents; Undisclosed Liabilities .

(a) The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 2004 (collectively, and in each case including all exhibits, schedules and amendments thereto and documents incorporated by reference therein, the “ SEC Documents ”). No Subsidiary is required to file any report, schedule, form, statement or other document with the SEC. As of their respective dates, the SEC Documents complied in all material respects with any applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”), the Exchange Act, and the Sarbanes-Oxley Act of 2002, and the rules and regulations promulgated thereunder, as the cas