CONSENT AND ASSUMPTION AGREEMENTConsent and Assumption Agreement • December 8th, 2009 • Rock of Ages Corp • Cut stone & stone products • New York
This Consent and Assumption Agreement ("Agreement") is made as of December 7, 2009 by and among ROCK OF AGES CORPORATION, a Delaware corporation ("Existing Company"), ROCK OF AGES CORPORATION (VERMONT) ("New Company"), CAROLINA QUARRIES, INC. ("Carolina") and PENNSYLVANIA GRANITE CORP. ("Pennsylvania"; and together with Existing Company, New Company and Carolina, each individually, a "Company" and collectively the "Companies") the financial institutions party to the Financing Agreement (as defined below) as lenders ("Lenders"), and THE CIT GROUP/BUSINESS CREDIT, INC., as agent for Lenders ("Agent").
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 8th, 2009 • Rock of Ages Corp • Cut stone & stone products
WHEREAS, the Boards of Directors of the Surviving Corporation and the Merged Corporation have determined that it would be in the best interests of both corporations to merge and thereafter carry on the business of both corporations as the business of the Surviving Corporation; and
