AGREEMENT AND PLAN OF MERGER by and among BMCA Acquisition Inc. BMCA Acquisition Sub Inc. and ElkCorp Dated as of February 9, 2007Merger Agreement • February 12th, 2007 • BMCA Acquisition Sub Inc. • Asphalt paving & roofing materials • Delaware
WHEREAS, immediately prior to entering into this Agreement, the Company terminated the Amended and Restated Agreement and Plan of Merger, dated as of January 15, 2007, as thereafter amended (the “Prior Merger Agreement”), by and among CGEA Holdings, Inc., CGEA Investor, Inc. and the Company;
GUARANTEE OF BUILDING MATERIALS CORPORATION OF AMERICAGuarantee • February 12th, 2007 • BMCA Acquisition Sub Inc. • Asphalt paving & roofing materials • Delaware
GUARANTEE, dated as of February 9, 2007 (this “Guarantee”), by Building Materials Corporation of America (the “Guarantor”), in favor of ElkCorp, a Delaware corporation (the “Company”).
ElkCorp 14911 Quorum Drive Suite 600 Dallas, TX 75254Confidentiality Agreement • February 12th, 2007 • BMCA Acquisition Sub Inc. • Asphalt paving & roofing materials
Reference is made to the letter agreement, dated December 29, 2006 (the “Confidentiality Agreement”), between ElkCorp (the “Company”) and you regarding your consideration of a possible negotiated transaction between the Company and you. This letter agreement (the “Amendment”) shall amend certain provisions of the Confidentiality Agreement as described below. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Confidentiality Agreement.
