PLEDGEPledge Agreement • February 27th, 1998 • Smith Investment Co • Wisconsin
December 9, 2008Smith Investment Co • December 10th, 2008
December 9, 2008Smith Investment Co • December 10th, 2008 • Delaware
AGREEMENT AND PLAN OF MERGER AMONG A. O. SMITH CORPORATION, SICO ACQUISITION, LLC, SMITH INVESTMENT COMPANY AND SMITH INVESTMENT COMPANY LLC DATED AS OF DECEMBER 9, 2008Agreement and Plan of Merger • December 10th, 2008 • Smith Investment Co • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 9, 2008, is made by and among A. O. Smith Corporation, a Delaware corporation (“Parent”), SICO Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“MergerCo”), Smith Investment Company, a Nevada corporation (the “Company”), and (solely for purposes of Sections 5.8, 5.11, 5.12, 5.16 and 5.18 and Article VII) Smith Investment Company LLC, a Delaware limited liability company (“SpinCo”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in Section 9.2.
PLEDGE AGREEMENTPledge Agreement • February 4th, 2008 • Smith Investment Co • Wisconsin
The Pledgor has entered into a letter agreement, dated as of August 30, 2001 (herein, as amended and modified from time to time, called the “Agreement”), with Aid Association for Lutherans, a Wisconsin fraternal benefit society, providing for the purchase by Pledgee of the Pledgor’s 7.46% Notes due July 30, 2013 (herein, together with all securities issued in exchange or replacement therefor, called the “Notes”), in an aggregate principal amount not to exceed $20,000,000. Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 4th, 2008 • Smith Investment Co
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the Common Stock, par value $1.00 per share, of A.O. Smith Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13D shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.
FORM OF ESCROW AGREEMENTEscrow Agreement • December 10th, 2008 • Smith Investment Co • Delaware
This Escrow Agreement (this “Escrow Agreement”), is dated as of , 2009, by and among Smith Investment Company LLC, a Delaware limited liability company, not individually but solely in its capacity as nominee for the Former SICO Shareholders as provided in the Merger Agreement (as defined below) (the “Shareholders’ Representative”), A.O. Smith Corporation, a Delaware corporation (the “Company”), Smith Investment Company LLC, a Delaware limited liability company, in its individual capacity (“SpinCo”), and , as escrow agent (the “Escrow Agent”).
