NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 20th, 2003 • Elkcorp • Asphalt paving & roofing materials • Illinois
BACKGROUNDCredit Agreement • May 15th, 2003 • Elkcorp • Asphalt paving & roofing materials • Texas
1 EXHIBIT 4.9Loan Agreement • November 12th, 1996 • Elcor Corp • Asphalt paving & roofing materials • Texas
1 EXHIBIT 4.12 CREDIT AGREEMENT Dated as of November 30, 2000Credit Agreement • February 13th, 2001 • Elcor Corp • Asphalt paving & roofing materials • Texas
BACKGROUNDCredit Agreement • May 15th, 2003 • Elkcorp • Asphalt paving & roofing materials • Texas
ANDRights Agreement • May 29th, 1998 • Elcor Corp • Asphalt paving & roofing materials • Delaware
BACKGROUNDLoan Agreement • February 14th, 2000 • Elcor Corp • Asphalt paving & roofing materials • Texas
1 EXHIBIT (4.10)Loan Agreement • February 13th, 1998 • Elcor Corp • Asphalt paving & roofing materials • Texas
BACKGROUNDCredit Agreement • May 15th, 2003 • Elkcorp • Asphalt paving & roofing materials • Texas
BACKGROUNDCredit Agreement • May 14th, 2001 • Elcor Corp • Asphalt paving & roofing materials • Texas
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 6th, 2005 • Elkcorp • Asphalt paving & roofing materials • Texas
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Seventh Amendment”), dated as of August 12, 2005, is entered into among ELKCORP (formerly known as Elcor Corporation), a Delaware corporation (the “Borrower”), the lenders listed on the signature pages hereof as Lenders (the “Lenders”), BANK ONE, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Amended and Restated Confidentiality AgreementConfidentiality Agreement • January 19th, 2007 • Elkcorp • 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
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 22nd, 2007 • Elkcorp • 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.
PERFORMANCE STOCK AWARD AGREEMENTPerformance Stock Award Agreement • December 16th, 2004 • Elkcorp • Asphalt paving & roofing materials
This Performance Stock Award Agreement (“Agreement”) entered into as of the 26th day of October, 2004 (the “Date of Grant”) between ElkCorp, a Delaware corporation (hereinafter called the “Company”), and [Name] , an employee of the Company or an Affiliated Entity (as defined in Section 10) of the Company (hereinafter called the “Employee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 6th, 2005 • Elkcorp • Asphalt paving & roofing materials
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 31, 2005, by and among Torgo Ltd., a Texas limited partnership (the “Purchaser”), ELK TECHNOLOGY GROUP, INC., a Delaware corporation (the “Parent”), and OEL, Ltd., d.b.a. “Ortloff Engineers, Ltd.”, a Nevada corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in the attached Exhibit A.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 9th, 2004 • Elkcorp • Asphalt paving & roofing materials • Texas
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of December 5, 2003, is entered into among ELKCORP (formerly known as Elcor Corporation), a Delaware corporation (the “Borrower”), the lenders listed on the signature pages hereof as Lenders (the “Lenders”), BANK ONE, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AGREEMENT AND PLAN OF MERGER by and among CGEA Holdings, Inc., CGEA Investor, Inc. and ElkCorp Dated as of December 18, 2006Merger Agreement • December 19th, 2006 • Elkcorp • Asphalt paving & roofing materials • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 18, 2006 (this “Agreement”), 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”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 6th, 2005 • Elkcorp • Asphalt paving & roofing materials • Texas
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”), dated as of May 27, 2005, is entered into among ELKCORP (formerly known as Elcor Corporation), a Delaware corporation (the “Borrower”), the lenders listed on the signature pages hereof as Lenders (the “Lenders”), BANK ONE, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
EXHIBIT 10.1Executive Agreement • September 28th, 1998 • Elcor Corp • Asphalt paving & roofing materials • Texas
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 17th, 2007 • Elkcorp • 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.
EXHIBIT 10.5 SEPARATION AND CONSULTING AGREEMENT This Separation and Consulting Agreement ("AGREEMENT") is entered into as of September 24, 2001, by and between ELCOR CORPORATION, a Delaware corporation ("ELCOR"), and RICHARD J. ROSEBERY ("RJR")....Separation and Consulting Agreement • November 7th, 2001 • Elcor Corp • Asphalt paving & roofing materials • Texas
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • November 6th, 2006 • Elkcorp • Asphalt paving & roofing materials
Amendment (this “Amendment”) dated as of November 5, 2006 to the Rights Agreement (the “Rights Agreement”), dated as of July 7, 1998, between ElkCorp (formerly known as “Elcor Corporation”), a Delaware corporation (the “Company”), and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Rights Agreement.
THIRD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 12th, 2007 • Elkcorp • Asphalt paving & roofing materials • Delaware
Third Amendment (this “Amendment”), dated as of February 9, 2007, to the Rights Agreement (the “Rights Agreement”), dated as of July 7, 1998, as amended on November 5, 2006 and on December 18, 2006, between ElkCorp (formerly known as “Elcor Corporation”), a Delaware corporation (the “Company”), and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Rights Agreement.
AMENDED AND RESTATED GUARANTEE OF CARLYLE PARTNERS IV, L.P.Guarantee • January 19th, 2007 • Elkcorp • 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”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 10th, 2004 • Elkcorp • Asphalt paving & roofing materials • Illinois
PURCHASE AGREEMENT BY AND BETWEEN ELK PREMIUM BUILDING PRODUCTS, INC. AND JOSEPH PRESSUTTI AND SUSAN PRESSUTTI, BOTH INDIVIDUALLY AND AS TRUSTEES OF THE PRESSUTTI FAMILY TRUST AUGUST 25, 2005Purchase Agreement • September 6th, 2005 • Elkcorp • Asphalt paving & roofing materials • California
This Agreement contemplates a transaction in which the Buyer will purchase from the Sellers, and the Sellers will sell to the Buyer, all of the outstanding capital stock of the Company and certain rights in patents and intellectual property utilized in the Company’s business, and the Buyer (or its designated Affiliate) will purchase from 3441 South Willow Investments, L.P. (herein so called), an Affiliate of Sellers, and the Sellers will cause 3441 South Willow Investments, L.P. to sell to the Buyer (or its designated Affiliate), the Purchased Real Estate.
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 19th, 2006 • Elkcorp • Asphalt paving & roofing materials • Delaware
Second Amendment (this “Amendment”), dated as of December 18, 2006, to the Rights Agreement (the “Rights Agreement”), dated as of July 7, 1998, as amended on November 5, 2006, between ElkCorp (formerly known as “Elcor Corporation”), a Delaware corporation (the “Company”), and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Rights Agreement.
