AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among CGEA Holdings, Inc., CGEA Investor, Inc. and ElkCorp Dated as of January 15, 2007Agreement and Plan of Merger • January 18th, 2007 • CGEA Investor, Inc. • Asphalt paving & roofing materials • Delaware
WHEREAS, the parties to this Agreement wish to amend and restate the Agreement and Plan of Merger, dated as of December 18, 2006 (the “Prior Merger Agreement”), by and among Parent, Merger Sub and the Company, as provided for herein.
Amended and Restated Confidentiality AgreementCGEA Investor, Inc. • January 18th, 2007 • Asphalt paving & roofing materials • New York
Reference is hereby made to (i) the Confidentiality Agreement, dated October 11, 2006 (the “Confidentiality Agreement”), between ElkCorp (the “Company”) and Carlyle Investment Management L.L.C. and (ii) the Agreement and Plan of Merger, dated as of December 18, 2006 (the “Merger Agreement”), by and among CGEA Holdings, Inc. (“Parent”), CGEA Investor, Inc. (“Merger Sub”) and the Company. In consideration of the consent of Parent and Merger Sub to the Company’s request to enter into that Confidentiality Agreement, dated December 29, 2006, by and among the Company, Heyman Investment Associates Limited Partnership and Building Materials Corporation of America having the terms set forth in such agreement, the Company and you hereby agree to amend and restate the Confidentiality Agreement as set forth in this letter agreement. This letter agreement amends and restates the Confidentiality Agreement and as so amended and restated shall be deemed to be the Confidentiality Agreement referred to
AMENDED AND RESTATED GUARANTEE OF CARLYLE PARTNERS IV, L.P.CGEA Investor, Inc. • January 18th, 2007 • Asphalt paving & roofing materials • Delaware
GUARANTEE, dated as of January 15, 2007 (this “Guarantee”), by Carlyle Partners IV, L.P. (the “Guarantor”), in favor of ElkCorp, a Delaware corporation (the “Company”).
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 22nd, 2007 • CGEA Investor, Inc. • Asphalt paving & roofing materials
This First Amendment, dated as of January 21, 2007 (this “Amendment”) to the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 15, 2007, among CGEA Holdings, Inc., a Delaware corporation (“Parent”), CGEA Investor, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”) and ElkCorp, a Delaware corporation (the “Company”), is entered into by the parties to the Merger Agreement. Capitalized terms used but not defined herein shall have the respective meanings specified in the Merger Agreement.
