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 | 2003 |
364-Day Loan Agreement [Amended and Restated] [No. 3]
364-Day Loan Agreement [Amended and Restated] [No. 3] (290K)
Doc #416550: Click preview link for longer preview.
THIRD AMENDED AND RESTATED 364-DAY LOAN AGREEMENT
Dated as of April 4, 2003
This Third Amended and Restated 364-Day Loan Agreement ("Agreement") is entered into by and among MGM MIRAGE, a Delaware corporation ("Borrower"), MGM Grand Atlantic City, Inc., a New Jersey corporation ("Atlantic City") and MGM Grand Detroit, LLC, a Delaware limited liability company ("Detroit"), as initial Co-Borrowers, each Guarantor which may hereafter be designated as an additional Co-Borrower pursuant to Section 2.7, each lender whose name is set forth on the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8 (collectively, the "Banks" and individually, a "Bank"), Deutsche Bank Trust Company Americas, as Syndication Agent, Citicorp USA, Inc., Socit Gnrale, and Wells Fargo Bank, N.A., as Documentation Agents, Barclays Bank PLC, JPMorgan Chase Bank, and Wachovia Bank National Association as Co-Documentation Agents, CIBC, Inc., Comerica Bank, BNP Paribas and KeyBank National Association, as Co-Agents, and Bank of America, N.A., as Administrative Agent with reference to the following facts:
A. Borrower, Atlantic City and Detroit have heretofore entered into a Second Amended and Restated 364-Day Loan Agreement dated as of April 5, 2002 (as heretofore amended, the "Existing Loan Agreement"), which provided for a $600,000,000 credit facility which matures as of the date hereof.
B. Borrower, Atlantic City and Detroit wish to extend the term of the Existing Loan Agreement for an additional 364 day period providing for credit facilities initially in the principal amount of $525,000,000 (but subject to increase to an amount not in excess of $1,000,000,000 as set forth in Section 2.14), and to amend and restate the Existing Loan Agreement in its entirety as set forth herein.
C. Certain of the Banks party to the Existing Loan Agreement have elected not to renew their lending commitment to Borrower, Atlantic City and Detroit thereunder, and certain new Banks shall become party hereto concurrently herewith. Those Banks executing this Agreement are the Banks party hereto as of the date hereof.
In consideration of the mutual covenants and agreements herein contained, Borrower, Atlantic City, Detroit, each Co-Borrower which hereafter becomes a Party hereto pursuant to Section 2.7, and each of the Creditors, covenant and agree as follows:
Article 1.
DEFINITIONS AND ACCOUNTING TERMS
1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
"Acquisition" means any transaction, or any series of related transactions, by which Borrower or its Restricted Subsidiaries directly or indirectly (i) acquire any going business or all or substantially all of the assets of any Person, or any division thereof, whether through purchase of assets, merger or otherwise, or (ii) acquire (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority in ordinary voting power of the securities of a corporation which have ordinary voting power for the election of directors, or (iii) acquire control of a majority ownership interest in any partnership, joint venture, limited liability company or any other Person.
"Administrative Agent" means Bank of America, when acting in its capacity as the Administrative Agent under any of the Loan Documents, or any successor Administrative Agent.
1
"Administrative Agent's Office" means the Administrative Agent's address as set forth on the signature pages of this Agreement, or such other address as the Administrative Agent hereafter may designate by written notice to Borrower and the Banks.
"Advance" means any advance made or to be made by any Bank to Borrower or any Co-Borrower as provided in Article 2.
"Affiliate" means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (and the correlative terms, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event, any Person that owns, directly or indirectly, 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation that has more than 100 record holders of such securities, or 10% or more of the partnership or other ownership interests of any other Person that has more than 100 record holders of such interests, will be presumed (subject to rebuttal by a preponderance of the evidence) to control such corporation, partnership or other Person.
"Agreement" means this Third Amended and Restated 364-Day Loan Agreement, either as originally executed, or as it may from time to time be supplemented, modified, amended, restated or extended.
"Assignment Agreement" means an Assignment Agreement substantially in the form of Exhibit A.
"Assumption Agreement" means each Assumption Agreement hereafter executed by a Co-Borrower pursuant to Section 2.7, substantially in the form of Exhibit B either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.
"Atlantic City" means MGM Grand Atlantic City, Inc., a New Jersey corporation, its successors and permitted assigns.
"Australia Companies" means, collectively, (a) MGM Grand Diamond, Inc., a Nevada corporation, (b) its wholly owned Subsidiary, MGM Grand Australia Pty., Ltd., a corporation organized under the laws of the Northern Territory of Australia, and (c) each Subsidiary of MGM Grand Australia Pty., Ltd., their successors and permitted assigns.
"Average Quarterly Funded Debt" means, as of the last day of each Fiscal Quarter, the average of the principal amount of Funded Debt outstanding on the last day of each of the three calendar months comprising such Fiscal Quarter.
"Bank" means each lender whose name is set forth in the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8 (and to the extent a party to a Related Swap Agreement, any Affiliate of a Bank).
"Bank of America" means Bank of America, N.A., its successors and assigns.
"Banking Day" means any Monday, Tuesday, Wednesday, Thursday or Friday, other than a day on which banks are authorized or required to be closed in California, Nevada or New York.
"Base Rate" means, as of any date of determination, the rate per annum (rounded upwards to the next 1/100 of 1%) equal to the higher of (a) the Prime Rate in effect on such date and (b) the Federal Funds Rate in effect on such date plus 1/2 of 1% (50 basis points).
416550
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 Sheppard Mullin
As referenced in this 364-Day Loan Agreement [Amended and Restated] [No. 3]:
Sheppard, Mullin – effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(f) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin , Richter & Hampton LLP, special counsel to the Administrative Agent.
(g) The Closing Date shall have occurred by April 4, 2003.
(h) The proceeds of the initial Loans shall
_____________
dt 1345727
;
Citicorp USA
As referenced in this 364-Day Loan Agreement [Amended and Restated] [No. 3]:
Citicorp USA, Inc – lender which may hereafter become a party to this Agreement pursuant to Section 11.8 (collectively, the "Banks" and individually, a "Bank"), Deutsche Bank Trust Company Americas, as Syndication Agent, Citicorp USA, Inc ., Socit Gnrale, and Wells Fargo Bank, N.A., as Documentation Agents, Barclays Bank PLC, JPMorgan Chase Bank, and Wachovia Bank National Association as Co-Documentation Agents, CIBC, Inc., Comerica
_____________
Citicorp USA, Inc – options to purchase an equity security or other security of such Person) by such Person constituting a distribution under applicable Laws with respect to such security.
"Documentation Agents" means, collectively, Citicorp USA, Inc ., Socit Gnrale, and Wells Fargo Bank, N.A. The position of the Documentation Agents is titular in nature, and the Documentation Agents shall have no additional rights or duties
_____________
CITICORP USA, INC – Title:
Vice President
Address for Notices:
DEUTSCHE BANK TRUST COMPANY AMERICAS
31 West 52nd Street
New York, NY 10019
Attention:
George Reynolds
Telecopier:
646-324-7450
Telephone:
646-324-2112
CITICORP USA, INC .
By:
CITICORP USA, INC. /s/ P.F. BOOM
Name:
/s/ P. F. Boom
Title:
Director
Address for Notices:
Citicorp USA, Inc.
399 Park Avenue
New York, NY 10043
Attention:
_____________
CITICORP USA, INC – for Notices:
DEUTSCHE BANK TRUST COMPANY AMERICAS
31 West 52nd Street
New York, NY 10019
Attention:
George Reynolds
Telecopier:
646-324-7450
Telephone:
646-324-2112
CITICORP USA, INC.
By:
CITICORP USA, INC . /s/ P.F. BOOM
Name:
/s/ P. F. Boom
Title:
Director
Address for Notices:
Citicorp USA, Inc.
399 Park Avenue
New York, NY 10043
Attention:
P.F. Boom
Telecopier:
_____________
Citicorp USA, Inc – Reynolds
Telecopier:
646-324-7450
Telephone:
646-324-2112
CITICORP USA, INC.
By:
CITICORP USA, INC. /s/ P.F. BOOM
Name:
/s/ P. F. Boom
Title:
Director
Address for Notices:
Citicorp USA, Inc .
399 Park Avenue
New York, NY 10043
Attention:
P.F. Boom
Telecopier:
212-816-8084
Telephone:
212-816-2188
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
/s/ ANNE L. SAYLES
Name:
_____________
dt 1368164
;
MGM MIRAGE
As referenced in this 364-Day Loan Agreement [Amended and Restated] [No. 3]:
MGM MIRAGE, – 10.1
QuickLinks -- Click here to rapidly navigate through this document
EXHIBIT 10.1
EXECUTION
THIRD AMENDED AND RESTATED 364-DAY LOAN AGREEMENT
Dated as of April 4, 2003
among
MGM MIRAGE,
as Borrower
MGM GRAND ATLANTIC CITY, INC.
and
MGM GRAND DETROIT, LLC
as Co-Borrowers
The Banks, Syndication Agent, Documentation Agents,
Co-Documentation Agents and Co-Agents herein named
_____________
MGM MIRAGE, – THIRD AMENDED AND RESTATED 364-DAY LOAN AGREEMENT
Dated as of April 4, 2003
This Third Amended and Restated 364-Day Loan Agreement ("Agreement") is entered into by and among MGM MIRAGE, a Delaware corporation ("Borrower"), MGM Grand Atlantic City, Inc., a New Jersey corporation ("Atlantic City") and MGM Grand Detroit, LLC, a Delaware limited liability company ("Detroit"), as initial Co-
_____________
MGM MIRAGE, – increased by 25.0 basis points above the interest rate margins otherwise applicable during such Pricing Period (without duplication of the 10 basis point increase described in (a)).
"Borrower" means MGM MIRAGE, a Delaware corporation, its successors and permitted assigns.
"Borrower Group EBITDA" means, for any fiscal period, the EBITDA of Borrower and its Restricted Subsidiaries for that fiscal period.
"Capital
_____________
MGM MIRAGE, – Remainder of this page left blanksignature pages follow]
67
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
MGM MIRAGE, a Delaware corporation
MGM GRAND ATLANTIC CITY, INC., a New Jersey corporation
and
MGM GRAND DETROIT, LLC, a Delaware limited liability company
By:
MGM Grand Detroit, Inc., a Delaware
_____________
MGM MIRAGE
– Vegas, Nevada 89109
Attn: James J. Murren, President, Chief Financial Officer and Treasurer
Telecopier: (702) 693-7628
Telephone: (702) 693-8877
With a copy to:
Gary N. Jacobs, General Counsel
MGM MIRAGE
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Telecopier: (702) 693-7628
Telephone: (702) 693-7129
BANK OF AMERICA, N.A., as Administrative Agent
By:
/s/ JANICE HAMMOND
_____________
dt 1324251
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 BofA Securities
As referenced in this 364-Day Loan Agreement [Amended and Restated] [No. 3]:
BANC OF AMERICA SECURITIES LLC – MGM GRAND DETROIT, LLC
as Co-Borrowers
The Banks, Syndication Agent, Documentation Agents,
Co-Documentation Agents and Co-Agents herein named
and
BANK OF AMERICA, N.A.
as Administrative Agent
BANC OF AMERICA SECURITIES LLC
Lead Arranger and Sole Book Manager
TABLE OF CONTENTS
Page
Article 1. DEFINITIONS AND ACCOUNTING TERMS
1
1.1
Defined Terms
1
1.2
Use of Defined Terms
21
_____________
Banc of America Securities, LLC – Nevada, its successors and permitted assigns.
"Laws" means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents.
"Lead Arranger" means Banc of America Securities, LLC .
"Leverage Ratio" means, as of the last day of each Fiscal Quarter, the ratio of (a) Average Quarterly Funded Debt as of that date to (b) Cash Flow for
_____________
dt 1355233
;
BofA
As referenced in this 364-Day Loan Agreement [Amended and Restated] [No. 3]:
BANK OF AMERICA, N.A. – as Borrower
MGM GRAND ATLANTIC CITY, INC.
and
MGM GRAND DETROIT, LLC
as Co-Borrowers
The Banks, Syndication Agent, Documentation Agents,
Co-Documentation Agents and Co-Agents herein named
and
BANK OF AMERICA, N.A.
as Administrative Agent
BANC OF AMERICA SECURITIES LLC
Lead Arranger and Sole Book Manager
TABLE OF CONTENTS
Page
Article 1. DEFINITIONS AND ACCOUNTING TERMS
1
1.1
Defined Terms
_____________
Bank of America, N.A. – Agents, Barclays Bank PLC, JPMorgan Chase Bank, and Wachovia Bank National Association as Co-Documentation Agents, CIBC, Inc., Comerica Bank, BNP Paribas and KeyBank National Association, as Co-Agents, and Bank of America, N.A. , as Administrative Agent with reference to the following facts:
A. Borrower, Atlantic City and Detroit have heretofore entered into a Second Amended and Restated 364-Day Loan Agreement dated
_____________
Bank of America, N.A. – a party to this Agreement pursuant to Section 11.8 (and to the extent a party to a Related Swap Agreement, any Affiliate of a Bank).
"Bank of America" means Bank of America, N.A. , its successors and assigns.
"Banking Day" means any Monday, Tuesday, Wednesday, Thursday or Friday, other than a day on which banks are authorized or required to be closed in
_____________
BANK OF AMERICA, N.A. – 693-8877
With a copy to:
Gary N. Jacobs, General Counsel
MGM MIRAGE
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Telecopier: (702) 693-7628
Telephone: (702) 693-7129
BANK OF AMERICA, N.A. , as Administrative Agent
By:
/s/ JANICE HAMMOND
Janice Hammond, Vice President
Address for notices:
Bank of America, N.A.
Agency Management Services
CA9-706-17-54
555 South Flower
_____________
Bank of America, N.A. – Vegas, Nevada 89109
Telecopier: (702) 693-7628
Telephone: (702) 693-7129
BANK OF AMERICA, N.A., as Administrative Agent
By:
/s/ JANICE HAMMOND
Janice Hammond, Vice President
Address for notices:
Bank of America, N.A.
Agency Management Services
CA9-706-17-54
555 South Flower Street, 17th Floor
Los Angeles, California 90071
Attn: Janice Hammond, Vice President
Telecopier: (213) 345-1213
Telephone: (213) 345-
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dt 1554248
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| 2001 |
364-Day Revolving Credit Agreement
364-Day Revolving Credit Agreement (253K)
Doc #410367: Click preview link for longer preview.
Form of
$2,500,000,000
364-DAY REVOLVING CREDIT AGREEMENT
dated as of
March 30, 2001
among
NNG, INC.,
NORTHROP GRUMMAN CORPORATION,
LITTON INDUSTRIES, INC.,
The Lenders Party Hereto,
THE CHASE MANHATTAN BANK
. . .
410367
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Sheppard Mullin
As referenced in this 364-Day Revolving Credit Agreement:
Sheppard, Mullin – 3.06 - Government Approvals
Schedule 6.07 - Outstanding Indebtedness After Giving Effect to the
Acquisition
EXHIBITS:
--------
Exhibit A - Form of Assignment and Acceptance
Exhibit B-1 - Form of Opinion of Sheppard, Mullin , Richter &
Hampton LLP, counsel for the Borrowers
Exhibit B-2 - Form of Opinion of John Mullan, Assistant General
Counsel of Northrop Grumman Corporation
Exhibit B-3 - Form of Opinion
_____________
Sheppard, Mullin – to the effect set forth in clauses (a) and
(b) of Section 4.02 hereof (after giving effect to the consummation of the
Acquisition).
(e) Opinions. (i) An opinion of Sheppard, Mullin , Richter & Hampton
---------
LLP, counsel for the Company and Northrop Operating, dated the Effective Date,
substantially in the form of Exhibit B-1 hereto, (ii) an opinion of John Mullan,
_____________
dt 1345721
;
Citibank
As referenced in this 364-Day Revolving Credit Agreement:
CITIBANK, N.A. – Co-Administrative Agent and
Payment Agent,
by
_______________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
individually and as Co-Administrative Agent,
by
_______________________________________
Name:
Title:
by
_______________________________________
Name:
Title:
{PAGE}
70
CITIBANK, N.A. ,
by
____________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA,
by
____________________________________
Name:
Title:
DEUTSCHE BANC ALEX. BROWN
SECURITIES INC.
by
____________________________________
Name:
Title:
[LENDERS],
by
____________________________________
Name:
Title:
In
_____________
dt 1478384
;
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BNY
As referenced in this 364-Day Revolving Credit Agreement:
Bank of New York, – rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%)
_____________
Bank of New York, – the meaning assigned to such term in the
preamble to this Agreement.
"Litton Operating Senior Indentures" means the Indenture dated as of
December 15, 1991, between Litton Operating and The Bank of New York, as trustee
and the Indenture dated as of April 13, 1998, between Litton Operating and The
Bank of New York, as trustee.
"Loan" means a Revolving Loan or a
_____________
Bank of New York, – as of
December 15, 1991, between Litton Operating and The Bank of New York, as trustee
and the Indenture dated as of April 13, 1998, between Litton Operating and The
Bank of New York, as trustee.
"Loan" means a Revolving Loan or a Competitive Loan.
"Loan Documents" means this Agreement and each promissory note, if
any, delivered pursuant to this Agreement, as such
_____________
dt 1583728
;
Nova Scotia
As referenced in this 364-Day Revolving Credit Agreement:
BANK OF NOVA SCOTIA
– THE CHASE MANHATTAN BANK
and
CREDIT SUISSE FIRST BOSTON,
as Co-Administrative Agents
and
THE CHASE MANHATTAN BANK
as Payment Agent
___________________________
SALOMON SMITH BARNEY INC.,
as Syndication Agent
THE BANK OF NOVA SCOTIA
and
DEUTSCHE BANC ALEX. BROWN, INC.,
as Co-Documentation Agents
JP MORGAN, a division of
CHASE SECURITIES INC.
and
CREDIT SUISSE FIRST BOSTON,
as Joint Lead Arrangers and Joint
_____________
BANK OF
NOVA SCOTIA – Northrop Operating,
the "Borrowers"); the LENDERS party hereto, THE CHASE MANHATTAN
BANK and CREDIT SUISSE FIRST BOSTON, as Co-Administrative Agents,
SALOMON SMITH BARNEY INC., as Syndication Agent, and THE BANK OF
NOVA SCOTIA and DEUTSCHE BANC ALEX. BROWN INC. as Co-
Documentation Agents.
The Company intends to acquire (the "Acquisition") Litton Operating
pursuant to the Amended and Restated Agreement and Plan of Merger
_____________
BANK OF NOVA SCOTIA, – Name:
Title:
CREDIT SUISSE FIRST BOSTON,
individually and as Co-Administrative Agent,
by
_______________________________________
Name:
Title:
by
_______________________________________
Name:
Title:
{PAGE}
70
CITIBANK, N.A.,
by
____________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA,
by
____________________________________
Name:
Title:
DEUTSCHE BANC ALEX. BROWN
SECURITIES INC.
by
____________________________________
Name:
Title:
[LENDERS],
by
____________________________________
Name:
Title:
In accordance with Section 10.14 of the foregoing Agreement,
_____________
dt 1340127
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (247K)
Doc #274300: Click preview link for longer preview.
CONFORMED COPY
AGREEMENT AND PLAN OF MERGER
Among
INCYTE GENOMICS, INC.,
MAXIA PHARMACEUTICALS, INC.
and
OTHER PARTIES SIGNATORY HERETO
November 11, 2002
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER
2
1.1 The Merger
2
1.2 Closing
. . .
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Sheppard Mullin
As referenced in this Agreement and Plan of Merger:
Sheppard Mullin – E
Form of Escrow Agreement
Exhibit F
Form of BCC Restructuring Agreement
Exhibit G
Form of Bremer Restructuring Agreement
Exhibit H
Opinion of Sheppard Mullin Richter & Hampton LLP
Exhibit I
Form of Lockup Agreement
Exhibit J
Senior Convertible Secured Note
Exhibit K
LLC Documents
Exhibit L
Earn Out
_____________
Sheppard Mullin – immediately recover from the Escrow Fund the amount of such uncollectible account receivable.
(f) Opinion. Parent shall have received a written opinion from Sheppard Mullin Richter & Hampton LLP, counsel to the Company, as to the matters set forth in Exhibit H.
(g) Material Adverse Effect. Since the date
_____________
Sheppard Mullin – PHARMACEUTICALS, INC.
10835 Altman Row, Suite 250
San Diego, CA 92121
Attention: Dr. Magnus Pfahl
Fax: (858) 824-1967
with a copy to:
Sheppard Mullin Richter & Hampton LLP
12544 High Bluff Drive, Suite 300
San Diego, CA 92130-3051
Attn: Ethna Piazza
Fax: (858) 509-3691
-65-
(c)
_____________
dt 186000
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Pillsbury
As referenced in this Agreement and Plan of Merger:
Pillsbury Winthrop – Surviving Corporation).
1.2 Closing. The closing of the transactions contemplated by this Agreement (the Closing) shall take place at the offices of Pillsbury Winthrop LLP, 2550 Hanover Street, Palo Alto, California, as soon as practicable following satisfaction or waiver of all of the conditions to the
_____________
Pillsbury Winthrop – GENOMICS, INC.
3160 Porter Drive
Palo Alto, CA 94304
Attn: Chief Financial Officer
General Counsel
Fax: (650) 845-4166
with a copy to:
Pillsbury Winthrop LLP
50 Fremont Street
San Francisco, CA 94105
Attn: Stanton D. Wong
Fax: (415) 983-1200
(b) If to the Company to:
_____________
dt 185901
;
Nasdaq Stock Market Inc.
As referenced in this Agreement and Plan of Merger:
Nasdaq Stock Market, Inc – Disclosure. Unless otherwise required by law (including, without limitation, securities laws) or, as to Parent, by the applicable rules and regulations of The Nasdaq Stock Market, Inc . and the Nasdaq National Market (Nasdaq), prior to the Effective Time, no disclosure (whether or not in response to an inquiry) of
_____________
dt 232645
|
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Full Doc
| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (224K)
Doc #924182: Click preview link for longer preview.
CALIFORNIA WESTERN GAS COMPANY
AGREEMENT AND PLAN OF MERGER
DATED AS OF:
July ___, 2001
<PAGE> 2
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
<S> . . .
924182
|
Sheppard Mullin
As referenced in this Agreement and Plan of Merger:
Sheppard, Mullin – waived, or at such other time as may be mutually agreed upon by the Parties. A
closing (the "Closing") shall take place on the Effective Date at the offices of
Sheppard, Mullin , Richter & Hampton, LLP, Four Embarcadero Center, Suite 1700,
San Francisco, California 94111 or at such other time and place as the Parties
hereto may mutually agree upon for the
_____________
Sheppard, Mullin – Chambers,
Jr.
(ii) If to the Company: California Western Gas Company
c/o Gregory Bunting
110 Mountain View
San Rafael, CA 94901
Fax: (415) 460-6352
with a copy to: Sheppard, Mullin , Richter &
Hampton LLP
Four Embarcadero Center, Suite
1700
San Francisco, CA 94111
Fax:(415) 434-3947
Attention: Randal B. Short, Esq.
(iii) If to the Majority Gregory Bunting
Stockholders
_____________
Sheppard, Mullin – and addressed to
the intended recipient as follows:
If to Stockholder Representative: Gregory S. Bunting
110 Mountain View
San Rafael, CA 94901
Fax: (415) 460-6352
With a copy to: Sheppard, Mullin , Richter & Hampton LLP
Four Embarcadero Center, Suite 1700
San Francisco, CA 94111
Fax: (415) 434-3947
Attention: Randal B. Short, Esq.
If to Buyer: Heritage Holdings, Inc.
8801 S.
_____________
dt 1702208
;
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Salomon
As referenced in this Agreement and Plan of Merger:
Salomon Smith Barney Inc – Company nor any of the
Subsidiaries has outstanding commitments for capital expenditures in excess of
$10,000 except as set forth on Schedule 3.26.
3.27 Brokers. Except for Salomon Smith Barney Inc . ("SSB") (whose fees
shall be borne by the Company), the Company has not retained any broker, finder
or agent or incurred any liability or obligation for any brokerage fees,
_____________
Salomon Smith Barney, Inc – Section 12.9.
"RELATED TRANSACTIONS" - As defined in Section 7.6.
"RETAINED ENTITIES" - As defined in Section 5.7.
"SPECIFIED CASH AMOUNT" - As defined in Section 2.2(a).
"SSB" - Salomon Smith Barney, Inc .
"STOCKHOLDER INFORMATION STATEMENT" - As defined in Section 1.10.
"STOCKHOLDER REPRESENTATIVE" - As defined in Section 11.1.
APPENDIX - PAGE 5
66
"STOCKHOLDER REPRESENTATIVE ESCROW"- As defined in Section
_____________
dt 1703185
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| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (216K)
Doc #924183: Click preview link for longer preview.
GROWTH PROPERTIES
AGREEMENT AND PLAN OF MERGER
DATED AS OF:
July __, 2001
<PAGE> 2
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
<S> . . .
924183
|
Sheppard Mullin
As referenced in this Agreement and Plan of Merger:
Sheppard, Mullin – such other time as may be mutually agreed upon by the
-7-
14
Parties. A closing (the "Closing") shall take place on the Effective Date at the
offices of Sheppard, Mullin , Richter & Hampton, LLP, Four Embarcadero Center,
Suite 1700, San Francisco, California 94111 or at such other time and place as
the Parties hereto may mutually agree upon for the
_____________
Sheppard, Mullin – Lawrence T. Chambers, Jr.
(ii) If to the Company: Growth Properties
c/o Gregory Bunting
110 Mountain View
San Rafael, CA 94901
Fax: (415) 460-6352
with a copy to: Sheppard, Mullin , Richter & Hampton LLP
Four Embarcadero Center, Suite 1700
San Francisco, CA 94111
Fax: (415) 434-3947
Attention: Randal B. Short, Esq.
(iii) If to the Majority Gregory Bunting
Shareholders
_____________
Sheppard, Mullin – follows:
B-8
73
If to Shareholder Representative: Gregory S. Bunting
110 Mountain View
San Rafael, CA 94901
Fax: (415) 460-6352
With a copy to: Sheppard, Mullin , Richter & Hampton LLP
Four Embarcadero Center, Suite 1700
San Francisco, CA 94111
Fax: (415) 434-3947
Attention: Randal B. Short, Esq.
If to Buyer: Heritage Holdings, Inc.
8801 S.
_____________
dt 1866639
;
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Salomon
As referenced in this Agreement and Plan of Merger:
Salomon Smith Barney Inc – Company nor any of the
Subsidiaries has outstanding commitments for capital expenditures in excess of
$10,000 except as set forth on Schedule 3.26.
3.27 Brokers. Except for Salomon Smith Barney Inc . ("SSB") (whose fees
shall be borne by the Company), the Company has not retained any broker, finder
or agent or incurred any liability or obligation for any brokerage fees,
_____________
Salomon Smith Barney, Inc – Section 12.9.
"RELATED TRANSACTIONS" - As defined in Section 7.6.
"RETAINED ENTITIES" - As defined in Section 5.7.
"SPECIFIED CASH AMOUNT" - As defined in Section 2.2(a).
"SSB" - Salomon Smith Barney, Inc .
"SHAREHOLDER INFORMATION STATEMENT" - As defined in Section 1.10.
"SHAREHOLDER REPRESENTATIVE" - As defined in Section 11.1.
"SHAREHOLDER REPRESENTATIVE ESCROW"- As defined in Section 11.2.
"SHAREHOLDERS" - As defined
_____________
dt 1703186
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| 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (273K)
Doc #1117155: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
AMONG
GRAY HAWK SYSTEMS, INC.,
CERTAIN SHAREHOLDERS OF GRAY HAWK SYSTEMS, INC.,
PROJECT OWL, INC.,
MANTECH INTERNATIONAL CORPORATION
AND
THE SHAREHOLDER REPRESENTATIVE
DATED AS OF MAY 3, 2005
TABLE OF CONTENTS
Page
AGREEMENT AND PLAN OF MERGER
I
ARTICLE I DEFINITIONS
1
. . .
1117155
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Sheppard Mullin
As referenced in this Agreement and Plan of Merger:
Sheppard, Mullin – Conflict of Interest
If the Shareholders, the Shareholder Parties or the Shareholder Representative so desire, and without the need for any consent or waiver by the Company or the Buyer, Sheppard, Mullin , Richter & Hampton LLP (SMRH) shall be permitted to represent the Shareholders, the Shareholder Parties and/or the Shareholder Representative after the Closing in connection with any matter, including
_____________
dt 1702233
;
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Wachovia Bank
As referenced in this Agreement and Plan of Merger:
Wachovia Bank, Na – of the Code.
Escrow Account shall mean the escrow account in respect of the Escrow Amount maintained by the Escrow Agent pursuant to the terms hereof.
Escrow Agent shall mean Wachovia Bank, Na tional Association, a national banking association.
Escrow Agreement shall have the meaning ascribed to such term in Section 2.7(c).
Escrow Amount shall mean an amount equal to ten
_____________
dt 1718229
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| 2000 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (187K)
Doc #1134552: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
VERTICALNET, INC.
(A PENNSYLVANIA CORPORATION),
NECX.com LLC
(A DELAWARE LIMITED LIABILITY COMPANY),
F&G CAPITAL, INC.
(A CALIFORNIA CORPORATION),
JAMES D. BINFORD AND DANA BINFORD,
TRUSTEES OF THE BINFORD LIVING TRUST DATED MARCH 24, 1999,
. . .
1134552
|
Sheppard Mullin
As referenced in this Agreement and Plan of Reorganization:
Sheppard, Mullin – Parties:
If to Seller Parties:
F&G Capital, Inc.
c/o James D. Binford
27 Journey
Aliso Viejo, CA 92656
FAX: 949-425-5095
with a required copy to:
Sheppard, Mullin , Richter & Hampton LLP
650 Town Center Drive, 4th Floor
Costa Mesa, CA 92626
Attn: John J. Giovannone
FAX: 714-513-5130
If to the Buyer Parties:
VerticalNet, Inc.
_____________
dt 1345795
;
Verticalnet
As referenced in this Agreement and Plan of Reorganization:
VERTICALNET, INC. – txt
<DESCRIPTION>AGREEMENT AND PLAN OF REORGANIZATION JUNE 30 2000
<TEXT>
<PAGE> 1
Exhibit 2.1
--------------------------------------------------------------------------------
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
VERTICALNET, INC.
(A PENNSYLVANIA CORPORATION),
NECX.com LLC
(A DELAWARE LIMITED LIABILITY COMPANY),
F&G CAPITAL, INC.
(A CALIFORNIA CORPORATION),
JAMES D. BINFORD AND DANA BINFORD,
TRUSTEES OF THE BINFORD
_____________
VerticalNet, Inc. – AS OF JUNE 30, 2000
--------------------------------------------------------------------------------
<PAGE> 2
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION is made as of June 30, 2000,
by and among VerticalNet, Inc. , a Pennsylvania corporation ("Parent"), NECX.com
LLC, a Delaware limited liability company and a wholly-owned subsidiary of
Parent (the "Buyer" and together with Parent, the "Buyer Parties"), F&
_____________
VerticalNet, Inc. – to:
Sheppard, Mullin, Richter & Hampton LLP
650 Town Center Drive, 4th Floor
Costa Mesa, CA 92626
Attn: John J. Giovannone
FAX: 714-513-5130
If to the Buyer Parties:
VerticalNet, Inc.
700 Dresher Road
Horsham, PA 19044
Attn: James A. Mirage
Legal@verticalnet.com
FAX: 215-658-1872
with a required copy to:
Morgan, Lewis & Bockius LLP
300 South
_____________
VERTICALNET, INC. – LEFT BLANK]
54
<PAGE> 56
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Plan of
Reorganization as of the day and year first above written.
VERTICALNET, INC.
By:______________________________________
_________________________________________
[Printed Name and Title]
NECX.com LLC
By:______________________________________
_________________________________________
[Printed Name and Title]
F&G CAPITAL, INC.
By:______________________________________
_________________________________________
[Printed Name and Title]
_____________
dt 1451152
;
|
Union Bank of CA
As referenced in this Agreement and Plan of Reorganization:
Union Bank of
California, N – a representation of the Seller Parties for the purposes of
SECTION 9;
(iii) an executed payoff letter (including per diem
rates of interest) for the Trade Finance Credit Line with Union Bank of
California, N .A., an executed payoff letter (including per diem rates of
interest) for the Security Agreement and Promissory Note listed as item 1b on
SCHEDULE 3.3, and an executed
_____________
dt 1360099
|
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| 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (266K)
Doc #1156408: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
OVERLAND STORAGE, INC.,
ZEPPOLE ACQUISITION CORP.,
ZETTA SYSTEMS, INC.,
the STOCKHOLDERS OF ZETTA SYSTEMS, INC.,
GANAPATHY KRISHNAN
(as an Individual, as Stockholder Agent and as a Special Payee), and
CERTAIN OTHER PERSONS AND ENTITIES NAMED HEREIN
August 8, 2005
1156408
|
Sheppard Mullin
As referenced in this Agreement and Plan of Merger:
Sheppard, Mullin – the Secretary of State of the State of Washington (the Effective Time).
Section 1.3. Closing. The closing of the Merger (the Closing) shall take place at the offices of Sheppard, Mullin , Richter & Hampton LLP, 12544 High Bluff Drive, Suite 300, San Diego, California, 92130-3051, commencing at 9:00 a.m. local time on August 8, 2005 or such
_____________
Sheppard, Mullin – copies (which will not constitute notice) to:
OVERLAND STORAGE, INC.
Attn: Chief Financial Officer
4820 Overland Drive
San Diego, CA 92123
Tel: 858-571-5555
Fax: 858-627-3866
and
Sheppard, Mullin , Richter & Hampton LLP
Attn: John J. Hentrich, Esq.
12544 High Bluff Drive, Suite 300
San Diego, CA 92130-3051
Tel: (858) 720-8942
Fax: (858) 509-3691
If
_____________
dt 1702235
;
|
Overland Storage
As referenced in this Agreement and Plan of Merger:
OVERLAND STORAGE, INC. –
EX-2.2 2 a05-16127_1ex2d2.htm EX-2.2
Exhibit 2.2
AGREEMENT AND PLAN OF MERGER
by and among
OVERLAND STORAGE, INC. ,
ZEPPOLE ACQUISITION CORP.,
ZETTA SYSTEMS, INC.,
the STOCKHOLDERS OF ZETTA SYSTEMS, INC.,
GANAPATHY KRISHNAN
(as an Individual, as Stockholder Agent and as a Special Payee), and
CERTAIN OTHER PERSONS
_____________
Overland Storage, Inc. – MERGER
This Agreement and Plan of Merger (together with all Schedules and Exhibits hereto, this ?Agreement?) is made and entered into as of August 8, 2005 by and among (i) Overland Storage, Inc. , a California corporation (together with its successor and permitted assigns, ?Parent?), (ii) Zeppole Acquisition Corp., a Washington corporation and a wholly-owned subsidiary of Parent (?Merger Sub?), (iii) Zetta
_____________
OVERLAND STORAGE, INC. – in each case, addressed to a party at the following address for such Party:
If to Parent or Merger Sub (or, after consummation of the Merger, to the Surviving Corporation):
OVERLAND STORAGE, INC.
Attn: President
4820 Overland Drive
San Diego, CA 92123
Tel: 858-571-5555
Fax: 858-627-3866
56
with copies (which will not constitute notice) to:
OVERLAND STORAGE, INC.
_____________
OVERLAND STORAGE, INC. – Corporation):
OVERLAND STORAGE, INC.
Attn: President
4820 Overland Drive
San Diego, CA 92123
Tel: 858-571-5555
Fax: 858-627-3866
56
with copies (which will not constitute notice) to:
OVERLAND STORAGE, INC.
Attn: Chief Financial Officer
4820 Overland Drive
San Diego, CA 92123
Tel: 858-571-5555
Fax: 858-627-3866
and
Sheppard, Mullin, Richter & Hampton LLP
Attn: John J.
_____________
OVERLAND STORAGE, INC. – S. parties.
[ THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ]
75
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
OVERLAND STORAGE, INC.
By:
/s/ Vernon A. LoForti
Name: Vernon A. LoForti
Title:Vice President and CFO
ZEPPOLE ACQUISITION CORP.
By:
/s/ Vernon A. LoForti
Name: Vernon A. LoForti
Title:Vice President
_____________
dt 1737637
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (154K)
Doc #1158893: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
VSOURCE, INC.,
OTT ACQUISITION CORP.,
ONLINE TRANSACTION TECHNOLOGIES, INC.,
AND
COLIN P. KRUGER AND MICHAEL SHIRMAN
DATED AS OF DECEMBER 14, 2000
<PAGE>
<TABLE>
<CAPTION>
<S> . . .
1158893
|
Sheppard Mullin
As referenced in this Agreement and Plan of Merger:
Sheppard, Mullin – and the separate corporate existence of Merger Sub shall cease.
1.2 Closing of the Merger. The closing of the Merger (the "CLOSING")
------------------------
will take place at the offices of Sheppard, Mullin , Richter & Hampton LLP, 333
South Hope Street, Los Angeles, California 90071, at 10:00 a.m. on the third
business day following the date on which the conditions
_____________
Sheppard, Mullin – New Exercise Price" (a "REPLACEMENT WARRANT").
-2-
<PAGE>
2.2 Escrow of Shares. Notwithstanding anything herein to the contrary,
-----------------
at Closing Parent will deposit into an escrow with Sheppard, Mullin , Richter &
Hampton LLP (the "ESCROW AGREEMENT") twenty-five percent (25%) of the shares of
Parent Common Stock to be issued to each Company Shareholder pursuant to Section
2.
_____________
Sheppard, Mullin – follows:
(a) If to Parent or Merger Sub to:
VSource, Inc.
5740 Ralston, Suite 110
Ventura, California 93003
Facsimile: (805) 676-1193
Attention: Sandford T. Waddell
with a copy to:
Sheppard, Mullin , Richter & Hampton LLP
650 Town Center Drive, 4th Floor
Costa Mesa, California 92626
Attn: John J. Giovannone, Esq.
Facsimile: (714) 513-5130
-25-
<PAGE>
(b) If
_____________
dt 1702236
;
|
Vsource
As referenced in this Agreement and Plan of Merger:
VSOURCE, INC. – gt;
<TYPE>EX-10.11
<SEQUENCE>9
<FILENAME>0009.txt
<TEXT>
EXHIBIT 10.11
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
VSOURCE, INC. ,
OTT ACQUISITION CORP.,
ONLINE TRANSACTION TECHNOLOGIES, INC.,
AND
COLIN P. KRUGER AND MICHAEL SHIRMAN
DATED AS OF DECEMBER 14, 2000
<PAGE>
<TABLE>
<CAPTION>
&
_____________
VSOURCE, INC. – TABLE>
-iii-
<PAGE>
AGREEMENT AND PLAN OF MERGER
----------------------------
THIS AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is entered into as of
December 14, 2000, by and among VSOURCE, INC. , a Delaware corporation
("PARENT"), OTT ACQUISITION CORP., a California corporation and a wholly-owned
subsidiary of Parent ("MERGER SUB"), ONLINE TRANSACTION TECHNOLOGIES, INC., a
California corporation (the "COMPANY"), and
_____________
VSource, Inc. – and (iii) on the third business day following mailing, if mailed
first-class, postage prepaid, registered or certified mail addressed as follows:
(a) If to Parent or Merger Sub to:
VSource, Inc.
5740 Ralston, Suite 110
Ventura, California 93003
Facsimile: (805) 676-1193
Attention: Sandford T. Waddell
with a copy to:
Sheppard, Mullin, Richter & Hampton LLP
650 Town Center Drive,
_____________
VSOURCE, INC. – page intentionally left blank]
-28-
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
and Plan of Merger as of the first date above written.
VSOURCE, INC.
By /s/ Robert C. McShirley, Chairman, President and
Chief Executive Officer
OTT ACQUISITION CORP.
By /s/ Robert C. McShirley, Chairman, President
and Chief Executive Officer
ONLINE TRANSACTION TECHNOLOGIES, INC.
_____________
dt 1737538
|
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| 2005 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (222K)
Doc #1159565: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
DATED AS OF August 16, 2005,
BY AND AMONG
CREATIVE COMPUTER APPLICATIONS, INC.
XYMED.COM, INC.
AND
STORCOMM, INC.
1159565
|
Sheppard Mullin
As referenced in this Agreement and Plan of Reorganization:
Sheppard, Mullin – writing by the parties hereto (the actual time and date of the Closing being referred to herein as the Closing Date). The Closing shall be held at the offices of Sheppard, Mullin , Richter & Hampton LLP, 333 South Hope Street, Los Angeles, California 90071, unless another place is agreed to in writing by the parties hereto.
Section 1.3 Effective Time.
_____________
Sheppard, Mullin – to CCA or CCA Sub to:
Creative Computer Applications, Inc.
26115-A Mureau Road
Calabasas, CA 91302-3128
Fax: (818) 880-4398
Attention: Steven M. Besbeck
with a copy to:
Sheppard, Mullin , Richter & Hampton LLP
800 Anacapa Street
Santa Barbara, CA 93101
Fax: (805) 568-1955
Attention: Joe Nida, Esq.
(b) if to StorCOMM to:
StorCOMM, Inc.
7 Corporate Plaza
_____________
dt 1345801
;
Citibank
As referenced in this Agreement and Plan of Reorganization:
Citibank, N.A. – interest on the amount of the fee from the date such payment is required to be made until the date such payment is actually made at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. The parties agree that any remedy or amount payable pursuant to this Section 7.2 shall not
_____________
dt 1479379
;
|
Creative
As referenced in this Agreement and Plan of Reorganization:
CREATIVE COMPUTER APPLICATIONS, INC. –
EX-2.01 2 a05-15159_1ex2d01.htm EX-2.01
Exhibit 2.01
AGREEMENT AND PLAN OF REORGANIZATION
DATED AS OF August 16, 2005,
BY AND AMONG
CREATIVE COMPUTER APPLICATIONS, INC.
XYMED.COM, INC.
AND
STORCOMM, INC.
TABLE OF CONTENTS
ARTICLE I
THE MERGER
Section 1.1
The Merger
Section 1.2
Closing
Section 1.3
Effective Time
Section 1.
_____________
CREATIVE COMPUTER APPLICATIONS, INC. – EXHIBIT B
-
AFFILIATE AGREEMENT
EXHIBIT C
-
ESCROW AGREEMENT
iv
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 16, 2005, (this Agreement), by and among CREATIVE COMPUTER APPLICATIONS, INC. , a California corporation (CCA), XYMED.COM, INC., a Delaware corporation and a wholly-owned subsidiary of CCA (CCA Sub) and STORCOMM, INC., a Delaware corporation (StorCOMM).
W I T
_____________
Creative Computer Applications, Inc. – set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:
(a) if to CCA or CCA Sub to:
Creative Computer Applications, Inc.
26115-A Mureau Road
Calabasas, CA 91302-3128
Fax: (818) 880-4398
Attention: Steven M. Besbeck
with a copy to:
Sheppard, Mullin, Richter & Hampton LLP
800 Anacapa Street
_____________
CREATIVE COMPUTER APPLICATIONS,
INC. – parties hereto have caused this Agreement and Plan of Reorganization, as amended, to be signed by their respective officers thereunto duly authorized, all as of the date first written above.
CREATIVE COMPUTER APPLICATIONS,
INC.
By:
/s/
Steven M. Besbeck
Name:
Steven M. Besbeck
Title:
President & CEO
CCA SUB, INC.
By:
/s/
Steven M. Besbeck
Name:
Steven M. Besbeck
Title:
President
STORCOMM, INC.
_____________
dt 1476516
;
U.S. Bank, NA
As referenced in this Agreement and Plan of Reorganization:
U.S. Bank National Association – of CCA Common Stock to be received by the shareholders listed on Schedule 9.8 pursuant to Section 1.5 (the Escrow Shares), shall be held by and deposited with U.S. Bank National Association (the Escrow Agent) and not distributed to the shareholders of StorCOMM except as provided below and in the Escrow Agreement. The Escrow Shares shall be used to satisfy any
_____________
dt 1342722
|
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| 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (186K)
Doc #1162429: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
NATEL ENGINEERING COMPANY, INC.,
NATEL MERGER SUB
AND
HYTEK MICROSYSTEMS, INC.
February 11, 2005
-1-
<PAGE>
TABLE OF CONTENTS
Page
. . .
1162429
|
Sheppard Mullin
As referenced in this Agreement and Plan of Merger:
Sheppard, Mullin – Sub, to:
Natel Engineering Company, Inc.
9340 Owensmouth Avenue
Chatsworth, CA 91311-6915
Attention: John W. Lowrey
Facsimile: (818) 734-6530
with a copy (which shall not constitute notice) to:
Sheppard, Mullin , Richter & Hampton LLP
1901 Avenue of the Stars, 16th floor
Los Angeles, CA 90067
Attention: Linda Michaelson, Esq.
Facsimile: (310) 228-3911
(b) if to the Company, to:
_____________
dt 1702237
;
|
Hytek
As referenced in this Agreement and Plan of Merger:
HYTEK MICROSYSTEMS, INC. – txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>
EXHIBIT 1
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
NATEL ENGINEERING COMPANY, INC.,
NATEL MERGER SUB
AND
HYTEK MICROSYSTEMS, INC.
February 11, 2005
-1-
<PAGE>
TABLE OF CONTENTS
Page
----
AGREEMENT AND PLAN OF MERGER .............................................. 4
ARTICLE I THE MERGER ...................................................... 4
1.1 The Merger .................................................. 4
1.2
_____________
Hytek Microsystems, Inc. – MERGER (this "Agreement"), is dated as of
February 11, 2005, by and among NATEL Engineering Company, Inc., a California
corporation ("Parent"), Natel Merger Sub, a California corporation ("Merger
Sub"), and Hytek Microsystems, Inc. , a California corporation (the "Company").
W I T N E S S E T H:
WHEREAS, upon the terms and subject to the conditions of this
Agreement and in
_____________
Hytek Microsystems, Inc. – Mullin, Richter & Hampton LLP
1901 Avenue of the Stars, 16th floor
Los Angeles, CA 90067
Attention: Linda Michaelson, Esq.
Facsimile: (310) 228-3911
(b) if to the Company, to:
Hytek Microsystems, Inc.
400 Hot Springs Road
Carson City, Nevada 89706
Attention: Philip S. Bushnell
Facsimile: (775) 884-6015
-47-
<PAGE>
with a copy (which shall not constitute notice) to:
_____________
HYTEK MICROSYSTEMS, INC. – California corporation
By: /s/ Sudesh K. Arora
Name: Sudesh K. Arora
Its: President
NATEL MERGER SUB,
a California corporation
By: /s/ Sudesh K. Arora
Name: Sudesh K. Arora
Its: President
HYTEK MICROSYSTEMS, INC. , a California
corporation
By: /s/ John F. Cole
Name: John F. Cole
Its: President and Chief Executive
Officer
-55-
</TEXT>
</DOCUMENT>
|