SPS Technologies Inc Sample Contracts

RECITALS
Voting Agreement • August 18th, 1997 • SPS Technologies Inc • Bolts, nuts, screws, rivets & washers • Delaware
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AMONG
Agreement and Plan of Merger • August 18th, 1997 • SPS Technologies Inc • Bolts, nuts, screws, rivets & washers • Delaware
AMENDMENT NO. 2
Employment Agreement • March 21st, 2003 • SPS Technologies Inc • Bolts, nuts, screws, rivets & washers
AMONG
Agreement and Plan of Merger • October 3rd, 1997 • SPS Technologies Inc • Bolts, nuts, screws, rivets & washers • Delaware
and
Rights Agreement • November 18th, 1998 • SPS Technologies Inc • Bolts, nuts, screws, rivets & washers • Pennsylvania
AMENDMENT NO. 1
Employment Agreement • March 28th, 2002 • SPS Technologies Inc • Bolts, nuts, screws, rivets & washers
RECITALS --------
Stock Purchase Agreement • October 3rd, 1997 • SPS Technologies Inc • Bolts, nuts, screws, rivets & washers • Delaware
SPS TECHNOLOGIES, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Effective April 6, 2001
Rights Agreement • April 9th, 2001 • SPS Technologies Inc • Bolts, nuts, screws, rivets & washers • Pennsylvania

AMENDED AND RESTATED RIGHTS AGREEMENT, effective as of April 6, 2001 (the "Agreement"), between SPS TECHNOLOGIES, INC., a Pennsylvania corporation (the "Company"), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company (the "Rights Agent").

AGREEMENT AND PLAN OF MERGER AMONG PRECISION CASTPARTS CORP., STAR ACQUISITION, LLC AND SPS TECHNOLOGIES, INC. Dated as of August 16, 2003
Agreement and Plan of Merger • August 19th, 2003 • SPS Technologies Inc • Bolts, nuts, screws, rivets & washers • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 16, 2003, is made by and among Precision Castparts Corp., an Oregon corporation (“Parent”), Star Acquisition, LLC, a Pennsylvania limited liability company of which Parent is the sole member (“Acquisition Sub”), and SPS Technologies, Inc., a Pennsylvania corporation (the “Company”).

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SPS Technologies Inc • November 14th, 2003 • Bolts, nuts, screws, rivets & washers

As you know, SPS Technologies, Inc. (“SPS”), Precision Castparts Corp. (“PCC”) and Star Acquisition, LLC (“Star Acquisition”) have entered into an Agreement and Plan of Merger, dated as of August 16, 2003, which provides for the merger of SPS with and into Star Acquisition, with Star Acquisition continuing as the surviving entity. As outlined in the SPS proxy statement/prospectus dated October 16, 2003, the terms of the merger agreement allow you to elect, subject to the pro-ration provisions, either cash, PCC common stock, or a combination of the two in exchange for your shares of SPS common stock. All the documents necessary to complete your election are included in this package. Please review the following documents carefully:

AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • August 19th, 2003 • SPS Technologies Inc • Bolts, nuts, screws, rivets & washers • Pennsylvania

Amendment No. 2, dated as of August 16, 2003 (the “Amendment”), to the Amended and Restated Rights Agreement, dated as of April 6, 2001, as amended (the “Rights Agreement”), between SPS Technologies, Inc., a Pennsylvania corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).

SPS TECHNOLOGIES ============================================================== ================== William M. Shockley Vice President, Chief Financial Officer and Controller AGREEMENT FOR REGISTRATION RIGHTS Reference is made to that certain Stock...
SPS Technologies Inc • October 3rd, 1997 • Bolts, nuts, screws, rivets & washers

Reference is made to that certain Stock Purchase Agreement dated ______________, 1997 between SPS Technologies, Inc., a Pennsylvania corporation (the "Company") and _________________("Stockholder")(the "Stock purchase Agreement"). Capitalized terms not otherwise defined herein shall have the meanings given them in the Stock Purchase Agreement.

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