0001047469-02-008036 Sample Contracts

AGREEMENT AND PLAN OF MERGER dated as of December 22, 2002 by and among KEYSTONE HOLDINGS LLC, KEYSTONE ACQUISITION CORP. and COORSTEK, INC.
Merger Agreement • December 23rd, 2002 • Coorstek Inc • Electronic components, nec • Delaware

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of this 22 day of December, 2002, by and among Keystone Holdings LLC, a Delaware limited liability company ("Parent"), Keystone Acquisition Corp., a Delaware corporation ("Purchaser"), and CoorsTek, Inc., a Delaware corporation (the "Company").

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • December 23rd, 2002 • Coorstek Inc • Electronic components, nec • Delaware

This Amendment No. 1 to Rights Agreement is made and entered into as of November 21, 2002 (this "Amendment"), between CoorsTek, Inc., a Delaware corporation (the "Company"), and Wells Fargo Bank Minnesota, N.A., formerly known as Norwest Bank Minnesota, N.A. (the "Rights Agent").

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • December 23rd, 2002 • Coorstek Inc • Electronic components, nec • Delaware

This Amendment No. 2 to Rights Agreement is made and entered into as of December 22, 2002 (this "Amendment"), between CoorsTek, Inc., a Delaware corporation (the "Company"), and Wells Fargo Bank Minnesota, N.A. (the "Rights Agent").

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