STOCK PURCHASE AGREEMENT Dated as of June 3, 2011 By and Between SOUTHEASTERN METALS MANUFACTURING COMPANY, INC. as Purchaser and THE STOCKHOLDERS OF PACIFIC AWARD METALS, INC.Stock Purchase Agreement • June 9th, 2011 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 3, 2011, is made by and between each of the stockholders of Pacific Award Metals, Inc., a California corporation (the “Company”) and Southeastern Metals Manufacturing Company, Inc., a Florida corporation (“Purchaser”).
CONSENT LETTERCredit Agreement • June 9th, 2011 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills
Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of July 24, 2009, among Gibraltar Industries, Inc., a Delaware corporation (“Gibraltar”), Gibraltar Steel Corporation of New York, a New York corporation (“GSNY” and, together with Gibraltar, collectively, “Borrowers” and, individually, each a “Borrower”), the lenders from time to time listed on Schedule 1 thereto (together with their respective successors and assigns, collectively, the “Lenders” and, individually, each a “Lender”), KeyBank National Association as the lead arranger, sole book runner and administrative agent for the Lenders (“Agent”), JPMorgan Chase Bank, N.A. and BMO Harris Financing, Inc., formerly known as BMO Capital Markets Financing, Inc., as co-syndication agents, and HSBC Bank USA, National Association and Manufacturers and Traders Trust Company, as co-documentation agents (as amended, the “Credit Agreement”). Capitalized terms used in this consent letter (this “Consent Lette
