AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 15th, 2005 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • New York
GIBRALTAR INDUSTRIES, INC., a Delaware corporation, and GIBRALTAR STEEL CORPORATION OF NEW YORK, a New York Corporation (each a “Borrower” and collectively, the “Borrowers”);
AGREEMENT AND PLAN OF MERGER BY AND AMONG ALABAMA METAL INDUSTRIES CORPORATION AND GIBRALTAR INDUSTRIES, INC. AND EXPANSION CO., INC. AND THE SECURITYHOLDERS LISTED ON THE SCHEDULES HERETO SEPTEMBER 9, 2005Merger Agreement • September 15th, 2005 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made as of September 9, 2005, by and among GIBRALTAR INDUSTRIES, INC., a Delaware corporation (“Parent”), EXPANSION CO., INC., a Delaware corporation (“Merger Sub”), ALABAMA METAL INDUSTRIES CORPORATION, a Delaware corporation (the “Company”), the Company Stockholders listed on Section 3.2 of the Disclosure Schedule, each of whom has executed or will execute a stockholder consent and joinder in the form attached as Exhibit A to this Agreement and each Company Optionholder or Company Warrantholder who subsequently becomes a party to this Agreement. The Company and Merger Sub sometimes are referred to collectively herein as the “Constituent Corporations.”
