Crane Co /De/ Sample Contracts

CRANE CO. AND
Crane Co /De/ • September 16th, 1998 • Wholesale-lumber, plywood, millwork & wood panels • New York
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among CRANE CO.,
Agreement and Plan of Merger • August 14th, 1998 • Crane Co /De/ • Wholesale-lumber, plywood, millwork & wood panels • Pennsylvania
CRANE CO.
Crane Co /De/ • September 22nd, 2003 • Miscellaneous fabricated metal products • New York
CRANE CO. and
Indenture • September 22nd, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products • New York
CRANE CO. and
Rights Agreement • June 23rd, 1998 • Crane Co /De/ • Wholesale-lumber, plywood, millwork & wood panels • Delaware
CRANE CO. and FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent RIGHTS AGREEMENT Dated as of June 27, 1998
Rights Agreement • March 9th, 2006 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware

Agreement, dated as of June 27, 1998, between Crane Co., a Delaware corporation (the “Company”), and First Chicago Trust Company of New York, as Rights Agent (the “Rights Agent”).

AMONG CRANE CO.,
Agreement and Plan of Merger • April 25th, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware
CRANE CO. Debt Securities Underwriting Agreement
Crane Co /De/ • February 5th, 2018 • Miscellaneous fabricated metal products • New York
JOINT FILING AGREEMENT
Joint Filing Agreement • April 25th, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of Signal Technology Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

OF
Crane Co /De/ • April 25th, 2003 • Miscellaneous fabricated metal products
Commercial Paper Dealer Agreement
Commercial Paper Dealer Agreement • March 3rd, 2015 • Crane Co /De/ • Miscellaneous fabricated metal products • New York

This agreement (this “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

OF
Crane Co /De/ • April 25th, 2003 • Miscellaneous fabricated metal products
5-YEAR REVOLVING CREDIT AGREEMENT dated as of December 20, 2017 among CRANE CO., The Borrowing Subsidiaries Party Hereto, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION, as...
Credit Agreement • December 21st, 2017 • Crane Co /De/ • Miscellaneous fabricated metal products • New York

THIS 5-YEAR REVOLVING CREDIT AGREEMENT dated as of December 20, 2017 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CRANE CO., the Borrowing Subsidiaries party hereto, the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”), BMO HARRIS BANK N.A., HSBC BANK USA, N.A. and TD BANK, N.A., as documentation agents (in such capacities, the “Documentation Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 26, 2007 Among CRANE CO. The Borrowing Subsidiaries Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent BANK OF AMERICA, N.A., as...
Credit Agreement • September 26th, 2007 • Crane Co /De/ • Miscellaneous fabricated metal products • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 26, 2007 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CRANE CO., the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto, the DEPARTING LENDERS (if any) party hereto, BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), CITIBANK, N.A. and THE BANK OF NEW YORK, as documentation agents (in such capacities, the “Documentation Agents”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”).

ARTICLE I
Stockholder Tender and Voting Agreement • April 25th, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware
OF
Crane Co /De/ • April 25th, 2003 • Miscellaneous fabricated metal products
FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 23rd, 2021 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies at a time when it has become increasingly difficult to obtain adequate insurance coverage at reasonable costs;

FORM OF TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • December 24th, 2009 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware

This TENDER AND VOTING AGREEMENT (this “Agreement”), dated December 23, 2009, by and among Crane Co., a Delaware corporation (“Parent”), Crane Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), (“Stockholder”) and Merrimac Industries, Inc., a Delaware corporation (the “Company”).

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TAX MATTERS AGREEMENT by and between CRANE HOLDINGS, CO. and CRANE COMPANY Dated as of April 3, 2023
Tax Matters Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of April 3, 2023 by and between Crane Holdings, Co., a Delaware corporation (“Distributing”), which will be renamed “Crane NXT, Co.” upon completion of the Distribution (as defined below), and Crane Company, a Delaware corporation (“SpinCo,” and together with Distributing, the “Parties”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane NXT”), and Crane Company, a Delaware corporation (“Crane Company”) (each a “Party” and together, the “Parties”). All capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).

INTELLECTUAL PROPERTY MATTERS AGREEMENT
Intellectual Property Matters Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is entered into as of April 3, 2023 (the “Effective Date”), by and between Crane Holdings, Co., a Delaware corporation (“Crane NXT”), and Crane Company, a Delaware corporation (“Crane Company”) (each a “Party” and together, the “Parties”).

THE LENDERS,
Multicurrency Credit Agreement • April 25th, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products • Illinois
SEPARATION AND DISTRIBUTION AGREEMENT by and between CRANE HOLDINGS, CO. and CRANE COMPANY Dated as of April 3, 2023
Separation and Distribution Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane Holdings, Co.,” prior to the Distribution (as defined below), and “Crane NXT, Co.,” following the Distribution), and Crane Company, a Delaware corporation and a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Company”) (each a “Party” and together, the “Parties”).

EMPLOYEE MATTERS AGREEMENT by and between CRANE HOLDINGS, CO. and CRANE COMPANY Dated as of April 3, 2023
Employee Matters Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane Holdings, Co.” prior to the Distribution (as defined below), and “Crane NXT, Co.” following the Distribution), and Crane Company, a Delaware corporation and a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Company”) (each a “Party” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.

CRANE CO. Debt Securities Underwriting Agreement
Underwriting Agreement • September 8th, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products • New York
CRANE CO. EMPLOYMENT/SEVERANCE AGREEMENT (Revised 3/95)
Severance Agreement • March 1st, 2007 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware

The Board of Directors of the Company (the “Board”), on the advice of its Organization and Compensation Committee, has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Employee, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Employee by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the Employee’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Employee with compensation arrangements upon a Change of Control which provide the Employee with individual financial security and which are competitive with those of other corporations and, in order to accomplish these objectives, the Board has c

TIME-SHARING AGREEMENT
Time-Sharing Agreement • February 23rd, 2021 • Crane Co /De/ • Miscellaneous fabricated metal products

This Agreement is made as of April 27, 2020, by and between Crane Co., a corporation incorporated under the laws of the State of Delaware, with principal offices at 100 First Stamford Place, Stamford, Connecticut ("Lessor"), and James L.L. Tullis, an

CRANE CO. EMPLOYMENT/SEVERANCE AGREEMENT (Revised 2/10)
Employment/Severance Agreement • February 28th, 2011 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware

The Board of Directors of the Company (the “Board”), on the advice of its Management Organization and Compensation Committee, has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Employee, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Employee by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the Employee’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Employee with compensation arrangements upon a Change of Control which provide the Employee with individual financial security and which are competitive with those of other corporations and, in order to accomplish these objectives, the

CREDIT AGREEMENT Dated as of January 21, 2005 Among CRANE CO. The Borrowing Subsidiaries Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent FLEET NATIONAL BANK, KEYBANK NATIONAL ASSOCIATION, and BNP PARIBAS, as...
Credit Agreement • January 24th, 2005 • Crane Co /De/ • Miscellaneous fabricated metal products • New York

CREDIT AGREEMENT dated as of January 21, 2005, among CRANE CO., the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto, FLEET NATIONAL BANK, KEYBANK NATIONAL ASSOCIATION and BNP PARIBAS, as syndication agents (in such capacities, the “Syndication Agents”), THE BANK OF NEW YORK, as documentation agent (in such capacity, the “Documentation Agent”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

AGREEMENT
Agreement • February 28th, 2011 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware

THIS AGREEMENT (this “Agreement”) is made as of this 24th day of January, 2011, by and between Crane Co., a Delaware corporation (the “Company”), and Robert S. Evans (“Mr. Evans”).

TIME SHARING AGREEMENT
Time Sharing Agreement • March 1st, 2007 • Crane Co /De/ • Miscellaneous fabricated metal products

This Agreement is made, effective as of January 30, 2007 by and between Crane Co., a corporation incorporated under the laws of the State of Delaware, with principal offices at 100 First Stamford Place, Stamford, Connecticut (“Lessor”), and Eric. C. Fast,, an individual, with his residence at Greenwich, Connecticut (“Lessee”);

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