Senior Unsecured Subordinated Note

EXHIBIT 10.1 ================================================================================


COORSTEK, INC.


$100,000,000


7.5% Senior Subordinated Notes due July 25, 2011


NOTE PURCHASE AGREEMENT


Dated July 25, 2001


================================================================================


TABLE OF CONTENTS


Page
---- 1. AUTHORIZATION OF NOTES.......................................................................... 1


2. SALE AND PURCHASE OF NOTES...................................................................... 1


3. CLOSING......................................................................................... 1


4. CONDITIONS TO CLOSING........................................................................... 2
4.1. Representations and Warranties........................................................... 2
4.2. Performance; No Default.................................................................. 2
4.3. Compliance Certificates.................................................................. 2
4.4. Opinions of Counsel...................................................................... 2
4.5. Purchase Permitted By Applicable Law, etc................................................ 2
4.6. Payment of Special Counsel Fees.......................................................... 3
4.7. Changes in Corporate Structure........................................................... 3
4.8. Proceedings and Documents................................................................ 3
4.9. Purchaser's Certificate.................................................................. 3
4.10. Proceedings and Documents................................................................ 3


5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY................................................... 3
5.1. Organization; Power and Authority........................................................ 4
5.2. Authorization, etc....................................................................... 4
5.3. Disclosure............................................................................... 4
5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates......................... 4
5.5. Financial Statements..................................................................... 5
5.6. Compliance with Laws, Other Instruments, etc............................................. 5
5.7. Authorizations, Consents, etc............................................................ 6
5.8. Litigation; Observance of Material Agreements, Statutes and Orders....................... 6
5.9. Taxes.................................................................................... 6
5.10. Title to Property; Leases................................................................ 6
5.11. Insurance................................................................................ 7
5.12. Licenses, Permits, etc................................................................... 7
5.13. Private Offering by the Company.......................................................... 7
5.14. Use of Proceeds; Margin Regulations...................................................... 7
5.15. Existing Indebtedness; Future Liens...................................................... 7
5.16. Status under Certain Statutes............................................................ 8


6. REPRESENTATIONS OF THE PURCHASER................................................................ 8


7. INFORMATION AS TO COMPANY....................................................................... 8
7.1. Financial and Business Information....................................................... 8
7.2. Officer's Certificate.................................................................... 10
7.3. Inspection............................................................................... 11


8. PREPAYMENT OF THE NOTES......................................................................... 11
8.1 Optional Prepayments..................................................................... 11
8.2. Allocation of Partial Prepayments........................................................ 11
8.3. Maturity; Surrender, etc................................................................. 12


i


9. SUBORDINATION OF SENIOR SUBORDINATED NOTES...................................................... 12
9.1 Notes Subordinate to Senior Debt......................................................... 12
9.2 Payment Over of Proceeds Upon Dissolution, etc........................................... 12
9.3 No Payment When Senior Debt in Default................................................... 14
9.4 Payment Permitted If No Default.......................................................... 15
9.5 Subrogation to Rights of Holders of Senior Debt.......................................... 15
9.6 Provisions Solely to Define Relative Rights.............................................. 16
9.7 No Waiver of Subordination Provisions.................................................... 16
9.8 Reliance on Judicial Order or Certificate of Liquidating Agent........................... 16
9.9 Reliance by Holders of Senior Debt on Subordination Provisions........................... 16
9.10 Reinstatement............................................................................ 17
9.11 Property Claims.......................................................................... 17
9.12 Acknowledgement of Certain Rights........................................................ 17


10. AFFIRMATIVE COVENANTS........................................................................... 17
10.1. Compliance with Law...................................................................... 17
10.2. Insurance................................................................................ 18
10.3. Maintenance of Properties................................................................ 18
10.4. Payment of Taxes and Claims.............................................................. 18
10.5. Corporate Existence, etc................................................................. 18
10.6 Books and Records........................................................................ 19


11. NEGATIVE COVENANTS.............................................................................. 19
11.1. Incurrence of Indebtedness............................................................... 19
11.2. Merger, Consolidation, Sale of Assets.................................................... 21
11.3. Liens.................................................................................... 22
11.4. Restricted Payments...................................................................... 23
11.5. No Public Offering of Notes.............................................................. 23


12. EVENTS OF DEFAULT............................................................................... 23


13. REMEDIES ON DEFAULT, ETC........................................................................ 25
13.1. Acceleration............................................................................. 25
13.2. Other Remedies........................................................................... 26
13.3. Rescission............................................................................... 26
13.4. No Waivers or Election of Remedies, Expenses, etc........................................ 26


14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES................................................... 26
14.1. Registration of Notes.................................................................... 26
14.2. Transfer and Exchange of Notes........................................................... 27
14.3. Replacement of Notes..................................................................... 27


15. PAYMENTS ON NOTES............................................................................... 28
15.1. Place of Payment......................................................................... 28
15.2. Home Office Payment...................................................................... 28


16. EXPENSES, ETC................................................................................... 28
16.1. Transaction Expenses..................................................................... 28
16.2. Survival................................................................................. 29


17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.................................... 29


18. AMENDMENT AND WAIVER............................................................................ 29
18.1. Requirements............................................................................. 29


ii


18.2. Solicitation of Holders of Notes......................................................... 29
18.3. Binding Effect, etc...................................................................... 30
18.4. Notes held by Company, etc............................................................... 30


19. NOTICES......................................................................................... 30


20. CONFIDENTIAL INFORMATION........................................................................ 31


21. MISCELLANEOUS................................................................................... 32
21.1. Successors and Assigns................................................................... 32
21.2. Payments Due on Non-Business Days........................................................ 32
21.3. Severability............................................................................. 32
21.4. Construction............................................................................. 32
21.5. Counterparts............................................................................. 32
21.6. Governing Law............................................................................ 32


SCHEDULE A -- INFORMATION RELATING TO PURCHASER


SCHEDULE B -- DEFINED TERMS


SCHEDULE 4.7 -- Changes in Corporate Structure


SCHEDULE 5.4 -- Subsidiaries of the Company, Ownership of Subsidiary
Stock, Officers and Directors


SCHEDULE 5.8 -- Certain Litigation


SCHEDULE 5.15 -- Existing Indebtedness


EXHIBIT 1 -- Form of 7.5% Senior Subordinated Note due July 25,
2011


EXHIBIT 4.4 -- Form of Opinion of Counsel for the Company


iii


7.5% Senior Subordinated Notes due July 25, 2011


July 25, 2001


TO GOLDEN HERITAGE LLC:


Ladies and Gentlemen:


CoorsTek, Inc., a Delaware corporation (the "Company"), agrees with you as follows:


1. AUTHORIZATION OF NOTES.


The Company will authorize the issuance and sale of $100,000,000 aggregate principal amount of its 7.5% Senior Subordinated Notes due July 25, 2011 (the "Notes," such term to include any such notes issued in substitution therefor pursuant to Section 14 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.


2. SALE AND PURCHASE OF NOTES.


Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, $100,000,000 in aggregate principal amount of the Notes at the purchase price of 100% of the principal amount thereof.


3. CLOSING.


The sale and purchase of the Notes to be purchased by you shall occur at the offices of Hogan & Hartson L.L.P., 1200 Seventeenth Street, Suite 1500, Denver, Colorado 80202 at 10:00 a.m., mountain daylight time, at a closing (the "Closing") on July 25, 2001 or on such other Business Day thereafter on or prior to July 31, 2001 as may be agreed upon by the Company and you. At the Closing the Company will deliver to you the Notes to be purchased by you in the form of a single Note (or such greater number of Notes in denominations of at least $1,000,000 as you may request) dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire or intrabank transfer of immediately available funds to, or to the order of, the Company at an account designated by the Company (including wire transfer and other information provided by the Company to you at least three Business Days prior to the Closing). If at the Closing the Company shall fail to tender such Notes to you as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such non-fulfillment.


4. CONDITIONS TO CLOSING.


Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the conditions set forth in Sections 4.1 through 4.8. The Company's obligation to issue and sell the Notes to be sold to you at the Closing is subject to the fulfillment to the Company's satisfaction, prior to or at the Closing, of the conditions set forth in Sections 4.9 and 4.10.


4.1. Representations and Warranties.


The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.


4.2. Performance; No Default.


The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) no Default or Event of Default shall have occurred and be continuing.


4.3. Compliance Certificates.
-----------------------


(a) Officer's Certificate. The Company shall have delivered to you an
--------------------- Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.7 have been fulfilled.


(b) Secretary's Certificate. The Company shall have delivered to you
----------------------- a certificate certifying as to the certificate of incorporation and bylaws of the Company and the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.


4.4. Opinions of Counsel.


You shall have received an opinion in form and substance satisfactory to you, dated the date of the Closing from Hogan & Hartson L.L.P., counsel for the Company, covering the matters set forth in Exhibit 4.4 and the Company hereby instructs its counsel to deliver such opinion to you.


4.5. Purchase Permitted By Applicable Law, etc.


On the date of the Closing your purchase of Notes shall (i) be
- permitted by the laws and regulations of each jurisdiction to which you and the Company are subject, (ii) not violate any applicable law or regulation
-- (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (iii) not subject you to any tax, penalty or
--- liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by you, you shall have received an Officer's Certificate certifying as to


2


such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.


4.6. Payment of Special Counsel Fees.


Without limiting the provisions of Section 16.1, the Company shall have paid on or before the Closing the estimated fees, charges and disbursements of your special counsel to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing. The Company acknowledges that it shall remain obligated to pay any shortfall between the special counsel's estimated and actual legal fees, charges and disbursements relating to the transactions contemplated hereby to the extent provided in Section 16.1.


4.7. Changes in Corporate Structure.


Except as specified in Schedule 4.7, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.


4.8. Proceedings and Documents.


All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.


4.9. Purchaser's Certificate.


You shall have delivered to the Company a Manager's Certificate, dated the date of the Closing, certifying as to the certificate of formation of the Company and the resolutions attached thereto, all other limited liability company proceedings relating to the authorization, execution and delivery of this Agreement and the purchase of the Notes and the taking of all duly authorized and proper action by the several trusts regarding your formation, capitalization and purchase of the Notes.


4.10. Proceedings and Documents.


All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to the Company and its counsel, and the Company and its counsel shall have received all such counterpart originals or certified or other copies of such documents as the Company or its counsel may reasonably request.


5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


The Company represents and warrants to you that:


3


5.1. Organization; Power and Authority.


The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.


5.2. Authorization, etc.


This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
- other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is -- considered in a proceeding in equity or at law).


5.3. Disclosure.


No representation or warranty of the Company or any Subsidiary contained in this Agreement or any other document, certificate, schedule or written statement furnished to you by or on behalf of the Company or any Subsidiary for use in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. There is no fact known to the Company or any Subsidiary that has had, would have or would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein or in such other documents and statements furnished to you for use in the transaction contemplated hereby.


5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.


(a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company's Subsidiaries, showing, as to each Subsidiary,
- the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, and (ii)
-- of the Company's directors and executive officers.


(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).


4


(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.


(d) No Subsidiary is a party to, or otherwise subject to any legal restriction or any agreement (other than this Agreement, the Senior Credit Facility, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.


5.5. Financial Statements.


The Company has delivered to you copies of the consolidated financial statements of the Company and its Subsidiaries for the year ended December 31, 2000 and for the quarter ended March 31, 2001. Such financial statements (including the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of such dates, and the consolidated results of their operations and cash flows for the periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto and, in the case of such financial statement for the quarter ended March 31, 2001, subject to normal year-end adjustments. Except as otherwise provided to you in writing at least one Business Day prior to the Closing, there have been no changes in the consolidated financial position of the Company and its Subsidiaries from that shown in such financial statements after March 31, 2001 that would reasonably be expected to have a Material Adverse Effect.


5.6. Compliance with Laws, Other Instruments, etc.


The execution, delivery and performance by the Company of this Agreement and the Notes will not (i) contravene, result in any breach of, or
- constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any Material Agreement to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii)
-- conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary, (iii)
--- violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary or (iv) violate any provision of the certificate of incorporation or bylaws of the Company.


5


5.7. Authorizations, Consents, etc.


No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes except fo ...