Blount International Inc Sample Contracts

Blount International Inc – I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: “ASP BLADE MERGER SUB, INC.”, A DELAWARE CORPORATION, WITH AND INTO “BLOUNT INTERNATIONAL, INC.” UNDER THE NAME OF “BLOUNT INTERNATIONAL, INC.”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE ON THE TWELFTH DAY OF APRIL, A.D. 2016, AT 8 O’CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. (April 15th, 2016)
Blount International Inc – COOPERATION AGREEMENT (December 10th, 2015)

COOPERATION AGREEMENT (hereinafter called this “Agreement”), dated as of December 9, 2015, among Blount International, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A hereto (the “Stockholders”). Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

Blount International Inc – Blount Enters into Agreement to be Acquired by American Securities and P2 Capital Partners (December 10th, 2015)

PORTLAND, OR and NEW YORK, NY – December 10, 2015 – Blount International, Inc. (NYSE: BLT) (“Blount” or the “Company”) today announced that it has entered into a definitive agreement to be acquired by affiliates of American Securities LLC (“American Securities”) and P2 Capital Partners, LLC (“P2 Capital Partners”) in an all-cash transaction valued at approximately $855 million, including the assumption of debt. Blount is a global manufacturer and marketer of replacement parts, equipment, and accessories for consumers and professionals operating in three market segments: Forestry, Lawn, and Garden (“FLAG”); Farm, Ranch, and Agriculture (“FRAG”); and Concrete Cutting and Finishing (“CCF”).

Blount International Inc – AGREEMENT AND PLAN OF MERGER among BLOUNT INTERNATIONAL, INC. ASP BLADE INTERMEDIATE HOLDINGS, INC. and ASP BLADE MERGER SUB, INC. Dated as of December 9, 2015 (December 10th, 2015)

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of December 9, 2015, among Blount International, Inc., a Delaware corporation (the “Company”), ASP Blade Intermediate Holdings, Inc., a Delaware corporation (“Parent”), and ASP Blade Merger Sub, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” or “Constituent Corporation”).

Blount International Inc – Blount Announces Preliminary Second Quarter 2015 Results (August 5th, 2015)

PORTLAND, OR - August 5, 2015: Blount International, Inc. [NYSE: BLT] (“Blount” or “Company”) today announced preliminary results for the second quarter ended June 30, 2015.

Blount International Inc – CREDIT AGREEMENT Dated as of May 5, 2015 among (May 12th, 2015)

This CREDIT AGREEMENT is entered into as of May 5, 2015 among BLOUNT, INC., a Delaware corporation (“Blount”), OMARK PROPERTIES, INC., an Oregon corporation (“Omark” and together with Blount, each a “Borrower” and collectively the “Borrowers”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Blount International Inc – Blount Announces Third Quarter 2014 Results (November 5th, 2014)

PORTLAND, OR - November 5, 2014: Blount International, Inc. [NYSE: BLT] (“Blount” or “Company”) today announced results for the third quarter ended September 30, 2014.

Blount International Inc – Blount Announces Second Quarter 2014 Results (August 6th, 2014)

PORTLAND, OR - August 6, 2014: Blount International, Inc. [NYSE: BLT] (“Blount” or “Company”) today announced results for the second quarter ended June 30, 2014.

Blount International Inc – Page ARTICLE 1 - GENERAL PROVISIONS 1 1.1 Establishment and Purposes of Plan 1 1.2 Types of Awards 1 1.3 Effective Date 1 ARTICLE 2 - DEFINITIONS 1 ARTICLE 3 - ADMINISTRATION 5 3.1 General 5 3.2 Authority of the Committee 5 3.3 Delegation of Authority 6 3.4 Award Agreements 6 3.5 Authority To Vary Terms 6 3.6 Indemnification 6 ARTICLE 4 - SHARES SUBJECT TO THE PLAN 7 4.1 Number of Shares 7 4.2 Individual Limits 8 4.3 Adjustment of Shares 8 ARTICLE 5 - STOCK OPTIONS 9 5.1 Grant of Options 9 5.2 Agreement 9 5.3 Option Price 9 5.4 Duration of Options 9 5.5 Exercise of Options 9 5.6 Payment 9 5.7 (June 23rd, 2014)
Blount International Inc – THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (April 2nd, 2014)

THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) effective as of March 28, 2014, by and among BLOUNT, INC., a Delaware corporation (“Blount, Inc.”), OMARK PROPERTIES, INC., an Oregon corporation (“Omark”), WINDSOR FORESTRY TOOLS LLC, a Tennessee limited liability company (“Windsor”) (Omark, Windsor and Blount, Inc. are sometimes collectively referred to herein as “Borrowers” and individually as “Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), in its capacity as Agent for the Lenders (as defined below) (“Agent”); and the other Lenders party hereto.

Blount International Inc – • Estimated 2013 sales and Adjusted EBITDA below guidance on soft sales and higher administrative expenses • Estimated 2013 full year free cash flow of $67 million; 12% above expectation • 2014 sales and earnings outlook provided • Strategic plan and long-term targets updated • New supply agreement with Husqvarna • Forestry plant consolidation nearly completed; blade plant consolidation announced (February 11th, 2014)

PORTLAND, OR - February 10, 2014: Blount International, Inc. [NYSE: BLT] (“Blount” or “Company”) today announced updated guidance for the full year ended December 31, 2013 along with preliminary expectations for 2014 and the long-term financial targets of the Company’s updated strategic plan. Information contained within this news release is based on estimates of financial results and is unaudited. Actual 2013 financial results will be released near the conclusion of the annual audit process.

Blount International Inc – Blount Announces Third Quarter 2013 Results (November 1st, 2013)

PORTLAND, OR - November 1, 2013: Blount International, Inc. [NYSE: BLT] (“Blount” or “Company”) today announced results for the third quarter ended September 30, 2013.

Blount International Inc – Amended EMPLOYMENT AGREEMENT (October 28th, 2013)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of May, 2013, by and between BLOUNT INTERNATIONAL, INC., a Delaware corporation (the “Company”), and GERALD D. JOHNSON (“Executive”).

Blount International Inc – AMENDED EMPLOYMENT AGREEMENT (October 28th, 2013)

THIS AMENDED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 9th day of May, 2013, by and between BLOUNT INTERNATIONAL, INC., a Delaware corporation (the “Company”), and PAUL A. VALAS (“Executive”).

Blount International Inc – BLOUNT INTERNATIONAL, INC. CORPORATE CODE OF ETHICS (October 22nd, 2013)
Blount International Inc – Blount Announces Second Quarter 2013 Results (August 7th, 2013)

PORTLAND, OR - August 7, 2013: Blount International, Inc. [NYSE: BLT] (“Blount” or “Company”) today announced results for the second quarter ended June 30, 2013.

Blount International Inc – SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (May 7th, 2013)

THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) effective as of May 3, 2013, by and among BLOUNT, INC., a Delaware corporation (“Blount, Inc.”), OMARK PROPERTIES, INC., an Oregon corporation (“Omark”), WINDSOR FORESTRY TOOLS LLC, a Tennessee limited liability company (“Windsor”) (Omark, Windsor and Blount, Inc. are sometimes collectively referred to herein as “Borrowers” and individually as “Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), in its capacity as Agent for the Lenders (as defined below) (“Agent”); and the other Lenders party hereto.

Blount International Inc – EMPLOYMENT AGREEMENT (March 8th, 2013)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 10th day of October, 2012, by and between BLOUNT INTERNATIONAL, INC., a Delaware corporation (the “Company”), and Paul A. Valas (“Executive”).

Blount International Inc – Blount International, Inc. 4909 SE International Way (97222 4679) PO Box 22127 Portland, OR 97269 2127 USA (March 7th, 2013)

PORTLAND, OR – March 7, 2013: Blount International, Inc. [NYSE: BLT] (“Blount” or “Company”) today announced results for the fourth quarter ended December 31, 2012, and provided its 2013 full year sales and operating income outlook.

Blount International Inc – Blount International, Inc. 4909 SE International Way (97222 4679) PO Box 22127 Portland, OR 97269 2127 USA (November 1st, 2012)

• Third quarter 2012 sales increased 9% compared to the prior year; declined 6% excluding sales associated with recently acquired businesses

Blount International Inc – Contact: David Dugan Director, Corporate Communications and Investor Relations Release: Immediately (August 7th, 2012)

• Second quarter 2012 sales increased 19% compared to the prior year but declined 8% when excluding sales associated with acquired businesses

Blount International Inc – FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (August 7th, 2012)

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) effective as of August 3, 2012, by and among BLOUNT, INC., a Delaware corporation (“Blount, Inc.”), OMARK PROPERTIES, INC., an Oregon corporation (“Omark”), WINDSOR FORESTRY TOOLS LLC, a Tennessee limited liability company (“Windsor”) (Omark, Windsor and Blount, Inc. are sometimes collectively referred to herein as “Borrowers” and individually as “Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), in its capacity as Agent for the Lenders (as defined below) (“Agent”); and the other Lenders party hereto.

Blount International Inc – Blount Announces First Quarter 2012 Results, Updates Outlook for 2012 (May 8th, 2012)

• First quarter 2012 sales increased 25% compared to the prior year and declined 4% when excluding sales associated with acquired businesses

Blount International Inc – EMPLOYMENT AGREEMENT (March 13th, 2012)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of February, 2012, by and between BLOUNT INTERNATIONAL, INC., a Delaware corporation (the “Company”), and ANDREW W. YORK (“Executive”).

Blount International Inc – Blount International, Inc. 4909 SE International Way (97222 4679) PO Box 22127 Portland, OR 97269 2127 USA (503) 653-8881 FAX: (503) 653-4555 Contact: David Dugan Director, Corporate Communications and Investor Relations 503-653-4692 Release: Immediately (March 6th, 2012)

• Fourth quarter 2011 operating income and operating margin consistent with fourth quarter 2010 results, excluding the impact of businesses acquired in 2011

Blount International Inc – GenWoods HoldCo, LLC Consolidated Financial Statements January 1, 2011 (November 7th, 2011)

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, of changes in members’ equity and of cash flows present fairly, in all material respects, the financial position of GenWoods HoldCo, LLC and Subsidiary at January 1, 2011, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the

Blount International Inc – AGREEMENT AND PLAN OF MERGER dated as of August 15, 2011 by and among SP COMPANIES, INC. (“Buyer”) GRENADE LLC (“Merger Sub”), BLOUNT, INC. (“Parent”) and GENWOODS HOLDCO, LLC (the “Company”) (November 7th, 2011)

This Amendment No. 1 to Agreement and Plan of Merger is made and entered into as of September 6, 2011 by and among SP Companies, Inc., a Delaware corporation (“Buyer”), GenWoods HoldCo, LLC, a Delaware limited liability company (the “Company”), and Genstar Capital Partners III, L.P. as the Representative (the “Representative”).

Blount International Inc – Blount Announces Third Quarter Results, Updates Outlook for 2011 (November 3rd, 2011)

PORTLAND, OR, November 3, 2011: Blount International, Inc. [NYSE: BLT] (“Blount” or the “Company”) today announced results for the third quarter ended September 30, 2011 and updated its full year financial outlook for 2011.

Blount International Inc – FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 13, 2011 by and among BLOUNT, INC., OMARK PROPERTIES, INC. and WINDSOR FORESTRY TOOLS LLC, as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and Lender, and GE CAPITAL MARKETS, INC., as Joint Lead Arranger and Sole Bookrunner and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arranger (August 9th, 2011)

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 13, 2011, by and among BLOUNT, INC., a Delaware corporation (“Blount, Inc.”), OMARK PROPERTIES, INC., an Oregon corporation (“Omark”), WINDSOR FORESTRY TOOLS LLC, a Tennessee limited liability company (“Windsor”) (Omark, Windsor and Blount, Inc. are sometimes referred to herein collectively as “Borrowers” and individually as “Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), in its capacity as Agent for the Lenders; and the other Lenders party hereto.

Blount International Inc – FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (May 6th, 2011)

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) effective as of January 28, 2011, by and among BLOUNT, INC., a Delaware corporation (“Blount, Inc.”), OMARK PROPERTIES, INC., an Oregon corporation (“Omark”), WINDSOR FORESTRY TOOLS LLC, a Tennessee limited liability company (“Windsor”) (Omark, Windsor and Blount, Inc. are sometimes collectively referred to herein as “Borrowers” and individually as “Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), in its capacity as Agent for the Lenders (as defined below) (“Agent”); and the other Lenders party hereto.

Blount International Inc – THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 9, 2010 by and among BLOUNT, INC., GEAR PRODUCTS, INC, OMARK PROPERTIES, INC. and WINDSOR FORESTRY TOOLS LLC, as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and Lender, and GE CAPITAL MARKETS, INC., as Lead Arranger and Bookrunner (March 9th, 2011)

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 9, 2010, by and among BLOUNT, INC., a Delaware corporation (“Blount, Inc.”), GEAR PRODUCTS, INC., an Oklahoma corporation (“Gear”), OMARK PROPERTIES, INC., an Oregon corporation (“Omark”), WINDSOR FORESTRY TOOLS LLC, a Tennessee limited liability company (“Windsor”) (Gear, Omark, Windsor and Blount, Inc. are sometimes referred to herein collectively as “Borrowers” and individually as “Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), in its capacity as Agent for the Lenders; and the other Lenders party hereto.

Blount International Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 9th, 2011)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of the 1st day of January, 2011, by and between BLOUNT INTERNATIONAL, INC., a Delaware corporation (the “Company”), and RICHARD H. IRVING, III (“Executive”).

Blount International Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 9th, 2011)

THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of this 30th day of December, 2010, by and between BLOUNT INTERNATIONAL, INC., a Delaware corporation (the “Company”), and CYRILLE BENOIT MICHEL (“Executive”).

Blount International Inc – CONSULTING AGREEMENT (March 9th, 2011)

This CONSULTING AGREEMENT, dated as of July 2, 2010 (this “Agreement”), is hereby made by and between Blount International, Inc., a Delaware corporation (the “Corporation”) and Russell L. German (the “Executive”).

Blount International Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 9th, 2011)

THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of this 30th day of December, 2010, by and between BLOUNT INTERNATIONAL, INC., a Delaware corporation (the “Company”), and CALVIN E. JENNESS (“Executive”).