AGREEMENT AND PLAN OF MERGER by and among KAT HOLDINGS, INC., KAT ACQUISITION CORP., ATRIUM CORPORATION, and THE SECURITYHOLDERS NAMED HEREIN Dated as of October 27, 2003Merger Agreement • December 18th, 2003 • Atrium Companies Inc • Metal doors, sash, frames, moldings & trim • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 27, 2003, is made by and among KAT Holdings, Inc., a Delaware corporation (“Parent”), KAT Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Sub”), Atrium Corporation, a Delaware corporation (the “Company”), and each of the Persons (as hereinafter defined) listed on the signature pages hereto, who are all of the holders of the issued and outstanding Common Stock (as hereinafter defined), the Cash In-The-Money Options (as hereinafter defined) and the Rollover Options (as hereinafter defined) issued by the Company (the “Securityholder Parties”).
CONSENT AND AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 18th, 2003 • Atrium Companies Inc • Metal doors, sash, frames, moldings & trim • Delaware
THIS CONSENT AND AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”), dated as of November 6, 2003, is made by and among KAT Holdings, Inc., a Delaware corporation (“KAT Holdings”), KAT Acquisition Corp., a Delaware corporation (“Acquisition”), Atrium Corporation, a Delaware corporation (the “Company”), and the Securityholder Parties (as defined in the Merger Agreement (defined below)).
