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”).
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.
