CERADYNE, INC. (a Delaware corporation) 2.875% Senior Subordinated Convertible Notes due 2035 PURCHASE AGREEMENTPurchase Agreement • December 19th, 2005 • Ceradyne Inc • Miscellaneous manufacturing industries • New York
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Citigroup:
CERADYNE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 1995 • Ceradyne Inc • Abrasive, asbestos & misc nonmetallic mineral prods • California
160,000,000 CREDIT AGREEMENT Dated as of August 18, 2004 among CERADYNE, INC. and CERADYNE ESK, LLC, as US Borrowers and Guarantors and ESK CERAMICS GMBH & CO. KG, as Foreign Borrower and Guarantor and THE SUBSIDIARY GUARANTORS NAMED HEREIN and THE...Credit Agreement • August 26th, 2004 • Ceradyne Inc • Miscellaneous manufacturing industries • New York
CREDIT AGREEMENT dated as of August 18, 2004 among CERADYNE, INC., a Delaware corporation (“Ceradyne”), CERADYNE ESK, LLC, a Delaware limited liability company (“ESK LLC”; and together with Ceradyne, the “US Borrowers”), ESK CERAMICS GMBH & CO. KG (“ESK KG” or the “Foreign Borrower”; and collectively with the US Borrowers, the “Borrowers”), CERADYNE, ESK LLC, ESK KG AND THE SUBSIDIARY GUARANTORS (as hereinafter defined) as Guarantors, the banks, financial institutions and other lenders listed on the signature pages hereof as the Initial Lenders (the “Initial Lenders”), the bank listed on the signature pages hereof as the Initial Issuing Bank (the “Initial Issuing Bank”), the bank listed on the signature pages hereof as the provider of the Swing Line Facility (as hereafter defined) (the “Swing Line Bank” and, together with the Initial Issuing Bank and the Initial Lenders, the “Initial Lender Parties”), WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as collateral agent (together with
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • October 15th, 2012 • Ceradyne Inc • Miscellaneous manufacturing industries • California
This Change in Control and Severance Agreement (“Agreement”) is entered into as of September 28, 2012 (the “Effective Date”), by and between Ceradyne, Inc., a Delaware corporation (the “Company”) and Jeffrey J. Waldal (“Executive”)
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 12th, 2004 • Ceradyne Inc • Miscellaneous manufacturing industries • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of the day of , , by and between CERADYNE, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
1,800,000 Shares* CERADYNE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2003 • Ceradyne Inc • Miscellaneous manufacturing industries • New York
Ceradyne, Inc., a Delaware corporation (the “Company”), proposes to issue and sell 1,500,000 shares (the “Company Firm Shares”) of the Company’s common stock (the “Common Stock”), and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes to sell 300,000 shares (the “Selling Stockholder Firm Shares”), in each case to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as Representatives (the “Representatives”). The Company has also agreed to grant to you and the other Underwriters an option (the “Company Option”) to purchase up to an additional 225,000 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (“Company Option Shares”). The Selling Stockholder has also agreed to grant to you and the other Underwriters an option (the “Selling Stockholder Option”) to purchase up to an additional 45,000 shares of Common Stock, on the terms and for the purposes set
STANDARD LEASE EXTENSION FORMCeradyne Inc • March 16th, 2006 • Miscellaneous manufacturing industries
CERADYNE, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 26th, 2005 • Ceradyne Inc • Miscellaneous manufacturing industries • Delaware
This Stock Option Agreement (the “Agreement”) is entered into as of , 200 , by and between Ceradyne, Inc., a Delaware corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s 2003 Stock Incentive Plan, as amended (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • March 16th, 2005 • Ceradyne Inc • Miscellaneous manufacturing industries • New York
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”) among Ceradyne, Inc., a Delaware corporation (“Ceradyne”), Ceradyne ESK, LLC, a Delaware limited liability company (“ESK LLC”), ESK Ceramics GmbH & Co. KG (“ESK KG”; and collectively with Ceradyne and ESK LLC, the “Borrowers”), the banks, financial institutions and other lenders party hereto (collectively, the “Lenders”) and Wachovia Bank, National Association, as collateral agent and administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
CERADYNE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 26th, 2005 • Ceradyne Inc • Miscellaneous manufacturing industries • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement”) by and between Ceradyne, Inc., a Delaware corporation (the “Company”), and (the “Grantee”) evidences the Restricted Stock Unit Award (the “Award”) granted by the Company to the Grantee on , 200 (the “Effective Date”) as to the number of Restricted Stock Units (the “Units”) set forth below. Each Unit represents the right to receive one share of the Company’s Common Stock when the Unit vests. The conditions for vesting are set forth below.
VOTING AND TENDER AGREEMENTVoting and Tender Agreement • October 2nd, 2012 • Ceradyne Inc • Miscellaneous manufacturing industries • Delaware
This VOTING AND TENDER AGREEMENT (this “Agreement”), dated September 30, 2012, is by and among 3M COMPANY, a Delaware corporation (“Parent”), CYBORG ACQUISITION CORPORATION, a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and the stockholders of CERADYNE, INC., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”).
STANDARD LEASE EXTENSION FORMCeradyne Inc • March 16th, 2006 • Miscellaneous manufacturing industries
STANDARD LEASE EXTENSION FORMCeradyne Inc • March 16th, 2006 • Miscellaneous manufacturing industries
October 15, 2012Merger Agreement • October 15th, 2012 • Ceradyne Inc • Miscellaneous manufacturing industries
We are pleased to inform you that on September 30, 2012, Ceradyne, Inc. ("Ceradyne") entered into an Agreement and Plan of Merger (the "Merger Agreement") with 3M Company ("Parent" or "3M") and Cyborg Acquisition Corporation, a wholly owned subsidiary of 3M ("Purchaser").
AGREEMENT TO EXTEND LEASE AND INCREASE RENTALAgreement to Extend Lease and Increase Rental • March 31st, 2003 • Ceradyne Inc • Miscellaneous manufacturing industries
THIS AGREEMENT entered into this 4th day of April 2001, by and between IDA S. BOROCHOFF and LANCE BOROCHOFF as Co-Trustees of the Charles Z. Borochoff Marital Trust created under the Will of Charles Z. Borochoff, as Landlord and CERADYNE, INC., as Successor to Thermo Materials Corporation (sometimes referred to as “Tenant”).
STANDARD LEASE EXTENSION FORMCeradyne Inc • March 16th, 2006 • Miscellaneous manufacturing industries
STANDARD LEASE EXTENSION FORMCeradyne Inc • March 16th, 2006 • Miscellaneous manufacturing industries
LEASE AGREEMENT by and between CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM as Landlord and CERADYNE, INC. as Tenant Suite 100, Building 696 and Suite 122, Building 780Lease Agreement • March 12th, 2004 • Ceradyne Inc • Miscellaneous manufacturing industries • Georgia
THIS LEASE AGREEMENT dated December 17, 2003 (“for identification purposes only”) is made and entered into on the day and year last below written, by and between CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity of the State of California (hereinafter referred to as “Landlord”), and CERADYNE, INC., a Delaware corporation, d/b/a Ceradyne Thermo Materials (hereinafter referred to as “Tenant”).
SALE AND PURCHASE AGREEMENT dated as of June 26, 2007, by and among CERADYNE EPB, INC., CERADYNE, INC., EAGLEPICHER BORON, LLC, EAGLEPICHER TECHNOLOGY HOLDINGS, LLC AND EAGLEPICHER CORPORATIONSale and Purchase Agreement • July 24th, 2007 • Ceradyne Inc • Miscellaneous manufacturing industries • Delaware
This Sale and Purchase Agreement (the “Agreement”), is entered into as of June 26, 2007, by and among Ceradyne, Inc., a Delaware corporation (“Ceradyne”), Ceradyne EPB, Inc., a Delaware corporation and wholly-owned subsidiary of Ceradyne (“Buyer”), EaglePicher Boron, LLC, a Delaware limited liability company (“EPB”), EaglePicher Technology Holdings, LLC, a Delaware limited liability company and the sole member of EPB (the “Seller”) and EaglePicher Corporation, a Delaware corporation and the parent of Seller (“EP Corporation”). EP Corporation joins in this Agreement solely as to Article V, Section 7.5 and Section 7.9.
AMENDMENT NO. 2 TO THE CREDIT AGREEMENTCredit Agreement • December 19th, 2005 • Ceradyne Inc • Miscellaneous manufacturing industries • New York
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (this “Amendment”) among Ceradyne, Inc., a Delaware corporation (“Ceradyne”), Ceradyne ESK, LLC, a Delaware limited liability company (“ESK LLC”), ESK Ceramics GmbH & Co. KG (“ESK KG”; and collectively with Ceradyne and ESK LLC, the “Borrowers”), the banks, financial institutions and other lenders party hereto (collectively, the “Lenders”) and Wachovia Bank, National Association, as collateral agent and administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
STANDARD LEASE RENEWAL FORMCeradyne Inc • March 16th, 2006 • Miscellaneous manufacturing industries
STANDARD LEASE EXTENSION FORMCeradyne Inc • March 16th, 2006 • Miscellaneous manufacturing industries
AGREEMENT AND PLAN OF MERGER among 3M COMPANY, CYBORG ACQUISITION CORPORATION and CERADYNE, INC. Dated as of September 30, 2012Agreement and Plan of Merger • October 2nd, 2012 • Ceradyne Inc • Miscellaneous manufacturing industries • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 30, 2012, among 3M COMPANY, a Delaware corporation (“Parent”), CYBORG ACQUISITION CORPORATION, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and CERADYNE, INC., a Delaware corporation (the “Company”).
