AGREEMENT AND PLAN OF MERGER BY AND AMONG GERDAU AMERISTEEL CORPORATION, GCV INC., CHAPARRAL STEEL COMPANY, and, solely for the purposes of Section 1.15 and Article IIIA, GERDAU, S.A.Merger Agreement • July 12th, 2007 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 10, 2007, by and among GERDAU AMERISTEEL CORPORATION, a Canadian corporation (“Parent”), GCV INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), solely for purposes of Section 1.15 and Article IIIA, GERDAU, S.A., a Brazilian corporation (the “Guarantor”), and CHAPARRAL STEEL COMPANY, a Delaware corporation (the “Company”). Certain terms have the meanings given to such terms in Article VIII.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • July 12th, 2007 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Delaware
THIS AMENDMENT No. 1 to Rights Agreement (this “Amendment No. 1”), dated as of July 10, 2007, by and between Chaparral Steel Company, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”), amends the Rights Agreement, dated as of July 29, 2005 (the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Rights Agreement.
