AGREEMENT AND PLAN OF MERGER BY AND AMONG GERDAU AMERISTEEL CORPORATION, GCV INC., CHAPARRAL STEEL COMPANY, and, solely for the purposes of Section 1.15 and Article IIIA, GERDAU, S.A. DATED AS OF JULY 10, 2007Agreement and Plan of Merger • July 12th, 2007 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 10, 2007, by and among GERDAU AMERISTEEL CORPORATION, a Canadian corporation (“Parent”), GCV INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), solely for purposes of Section 1.15 and Article IIIA, GERDAU, S.A., a Brazilian corporation (the “Guarantor”), and CHAPARRAL STEEL COMPANY, a Delaware corporation (the “Company”). Certain terms have the meanings given to such terms in Article VIII.
GUARANTYGuaranty • July 12th, 2007 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
GUARANTY (the “Guaranty”), dated as of July 10, 2007, made by GERDAU, S.A., a Brazilian corporation (the “Guarantor”) in favor of CHAPARRAL STEEL COMPANY, a Delaware corporation (the “Company”).
