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.
Agreement and Plan of Merger • 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
Coorstek Inc • December 23rd, 2002 • 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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