Specialty Equipment Companies Inc Sample Contracts

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EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 16th, 2000 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 15th, 1998 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
Co-Issuer and
Supplemental Indenture • April 13th, 1998 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
R E C I T A L S:
Credit Agreement • March 27th, 1997 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
BETWEEN
Stock Purchase Agreement • December 15th, 1997 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
Exhibit 99.(a)(5) [LOGO]
Merger Agreement • October 23rd, 2000 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip

On behalf of the Board of Directors of Specialty Equipment Companies, Inc. (the "Company"), I am pleased to inform you that our Company has entered into an Agreement and Plan of Merger, dated as of October 13, 2000 (the "Merger Agreement"), with United Technologies Corporation ("UTC") and Solar Acquisition Corp., a wholly owned subsidiary of UTC ("Purchaser"). Pursuant to the Merger Agreement, Purchaser has commenced a cash tender offer (the "Offer") to purchase all of the outstanding shares of the Company's common stock (the "Shares") at a purchase price of $30.50 per Share, net to the seller in cash, without interest. The Offer, if consummated, is to be followed by a merger of Purchaser into the Company in which each Share not purchased in the Offer will be converted into the right to receive the same cash consideration paid per Share as is paid to stockholders in the Offer.

EXHIBIT 10.27 INDUSTRIAL BUILDING LEASE
Industrial Building Lease • April 24th, 2000 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
WITNESSETH
Stock Purchase Agreement • September 16th, 1997 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
AMENDMENT NO. 1 TO THE AMENDED EMPLOYMENT RETENTION AGREEMENT BETWEEN SPECIALTY EQUIPMENT COMPANIES, INC. AND JEFFREY P. RHODENBAUGH
Employment Retention Agreement • October 20th, 2000 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
AMONG
Credit Agreement • December 16th, 1996 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
AMENDMENT NO. 1 TO THE AMENDED EMPLOYMENT RETENTION AGREEMENT BETWEEN SPECIALTY EQUIPMENT COMPANIES, INC. AND ROBERT R. FRIEDL
Employment Retention Agreement • October 20th, 2000 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
WARRANT
Warrant Agreement • March 27th, 1997 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
INSTRUMENT OF TRANSFER AND ASSUMPTION AGREEMENT
Instrument of Transfer and Assumption Agreement • April 13th, 1998 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
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