AGREEMENT AND PLAN OF MERGER by and among BMCA Acquisition Inc. BMCA Acquisition Sub Inc. and ElkCorp Dated as of February 9, 2007Merger Agreement • February 12th, 2007 • BMCA Acquisition Sub Inc. • Asphalt paving & roofing materials • Delaware
WHEREAS, immediately prior to entering into this Agreement, the Company terminated the Amended and Restated Agreement and Plan of Merger, dated as of January 15, 2007, as thereafter amended (the “Prior Merger Agreement”), by and among CGEA Holdings, Inc., CGEA Investor, Inc. and the Company;
REVOLVING CREDIT AGREEMENT Dated as of February 22, 2007 Among BUILDING MATERIALS CORPORATION OF AMERICA, BMCA ACQUISITION INC., and BMCA ACQUISITION SUB INC.,Revolving Credit Agreement • February 22nd, 2007 • BMCA Acquisition Sub Inc. • Asphalt paving & roofing materials • New York
CREDIT AGREEMENT (this “Agreement”) dated as of February 22, 2007 among BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware corporation (the “BMCA”), BMCA ACQUISITION INC., a Delaware corporation (“BMCA Acquisition”) and BMCA ACQUISITION SUB INC., a Delaware corporation (“BMCA Acquisition Sub” and together with BMCA and BMCA Acquisition, collectively, the “Borrowers” and each a “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as Initial Lenders (the “Initial Lenders”), the financial institution listed on the signature pages hereof as the Initial Issuing Bank (the “Initial Issuing Bank”) and the financial institution listed on the signature pages hereof as the Initial Swing Line Bank (the “Initial Swing Line Bank” and, together with the Initial Lenders and the Initial Issuing Bank, the “Initial Lender Parties”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as agent for the Secured Parties (as hereinafter defined) (in suc
TERM LOAN AGREEMENT Dated as of February 22, 2007 Among BUILDING MATERIALS CORPORATION OF AMERICA, BMCA ACQUISITION INC., and BMCA ACQUISITION SUB INC.Term Loan Agreement • February 22nd, 2007 • BMCA Acquisition Sub Inc. • Asphalt paving & roofing materials • New York
TERM LOAN AGREEMENT (this “Agreement”) dated as of February 22, 2007 among BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware corporation (“BMCA”), BMCA ACQUISITION INC., a Delaware corporation (“BMCA Acquisition”) and BMCA ACQUISITION SUB INC., a Delaware corporation (“BMCA Acquisition Sub” and together with BMCA and BMCA Acquisition, collectively, the “Borrowers” and each a “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as Initial Lenders (the “Initial Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent”), DEUTSCHE BANK SECURITIES INC., BEAR STEARNS & CO. INC. and J.P. MORGAN SECURITIES INC., as joint lead arrangers (in such capacities, collectively, the “Joint Lead Arrangers”) and joint book managers, BEAR STEARNS & CO. INC., as syndication agent (the “Syndication Agen
BRIDGE LOAN AGREEMENT Dated as of February 22, 2007 Among BUILDING MATERIALS CORPORATION OF AMERICA, BMCA ACQUISITION INC. and BMCA ACQUISITION SUB INC. as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and DEUTSCHE BANK AG CAYMAN...Bridge Loan Agreement • February 22nd, 2007 • BMCA Acquisition Sub Inc. • Asphalt paving & roofing materials • New York
BRIDGE LOAN AGREEMENT (this “Agreement”) dated as of February 22, 2007 among BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware corporation (“BMCA”), BMCA ACQUISITION INC., a Delaware corporation (“BMCA Acquisition”) and BMCA ACQUISITION SUB INC., a Delaware corporation (“BMCA Acquisition Sub” and together with BMCA and BMCA Acquisition, collectively, the “Borrowers” and each a “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as Initial Lenders (the “Initial Lenders”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) and as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH and BEAR STEARNS CORPORATE LENDING INC., as joint lead arrangers (in such
GUARANTEE OF BUILDING MATERIALS CORPORATION OF AMERICAGuarantee • February 12th, 2007 • BMCA Acquisition Sub Inc. • Asphalt paving & roofing materials • Delaware
GUARANTEE, dated as of February 9, 2007 (this “Guarantee”), by Building Materials Corporation of America (the “Guarantor”), in favor of ElkCorp, a Delaware corporation (the “Company”).
ElkCorp 14911 Quorum Drive Suite 600 Dallas, TX 75254Confidentiality Agreement • February 12th, 2007 • BMCA Acquisition Sub Inc. • Asphalt paving & roofing materials
Reference is made to the letter agreement, dated December 29, 2006 (the “Confidentiality Agreement”), between ElkCorp (the “Company”) and you regarding your consideration of a possible negotiated transaction between the Company and you. This letter agreement (the “Amendment”) shall amend certain provisions of the Confidentiality Agreement as described below. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Confidentiality Agreement.
