Exhibit 99.1
PURCHASE AGREEMENT dated as of March 2, 2001, between
BLOUNT INTERNATIONAL, INC., a Delaware corporation (the
"Corporation") and LB Blount Investment SPV LLC (the
"Purchaser").
W I T N E S E T H:
WHEREAS, the Purchaser desires to purchase and acquire from the
Corporation, and the Corporation desires to sell to the Purchaser, (a)
$20,000,000 aggregate principal amount of Convertible Preferred Equivalent
Securities of the Corporation having the terms specified in Annex I (the
"Securities") and (b) warrants to purchase common stock of the Corporation in
the amounts and having the terms specified in Annex II (the "Warrants").
NOW, THEREFORE, in order to implement the foregoing and in consideration
of the mutual representations, warranties, covenants and agreements contained
herein, the parties hereto agree as follows:
ARTICLE I
Purchase and Sale of the Securities and the Warrants
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SECTION 1.01 Purchase and Sale of the Securities and the Warrants. The
Corporation and the Purchaser agree that the Corporation shall sell to the
Purchaser, and the Purchaser will purchase from the Corporation, the
Securities and the Warrants at a purchase price of $20,000,000.
SECTION 1.02 Delivery and Payment. Delivery of and payment for the
Securities and the Warrants shall be made at the offices of Cravath, Swaine &
Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019-7475, at
11:00 a.m., New York City time, on the date of this Agreement, or such other
time and place as the parties shall agree (herein called the "Closing Date").
On the Closing Date, delivery of the Securities and the Warrants shall be made
to the Purchaser against payment by the Purchaser of the purchase price
thereof to or upon the order of the Securities and the Warrants by same day
funds or such other manner of payment as may be agreed upon by the Corporation
and the Purchaser.
SECTION 1.03 Representations and Warranties of the Corporation. The
Corporation represents and warrants to the Purchaser as follows:
(a) The Corporation is duly organized, validly existing and in good
standing under the laws of the State of Delaware. The Corporation has
full corporate power and authority to execute and deliver this Agreement
and perform its obligations hereunder, and this Agreement has been duly
authorized, executed and delivered by the Corporation and is valid,
binding and enforceable against the Corporation in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally and by general principles of equity.
(b) The Securities and the Warrants sold to the Purchaser pursuant
to this Agreement have been duly authorized, and upon issuance, will
constitute legal, valid and
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binding obligations of the Corporation and enforceable against the
Corporation in accordance with their terms.
SECTION 1.04. Representations and Warranties of the Purchaser, The
Purchaser represents and warrants to the Corporation as follows:
(a) It is duly organized, validly existing and in good standing
under the laws of the state of its organization. It has full corporate
power and authority to execute and deliver this Agreement and perform its
obligations hereunder, and this Agreement has been duly authorized,
executed and delivered by it and is valid, binding and enforceable
against it in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights of creditors generally and by
general principles of equity.
(b) It is an "accredited investor" as that term is defined in Rule
501 of Regulation D under the Securities Act.
ARTICLE II
Covenants of the Purchaser
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The Purchaser hereby represents and warrants that it is acquiring the
Securities and the Warrants for investment solely for its own account and not
with a view to, or for resale in connection with, the distribution or other
disposition thereof. The Purchaser agrees and acknowledges that it will not,
directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or
otherwise dispose of any of the Securities or the Warrants, or solicit any
offers to purchase any shares of the Securities or the Warrants.
ARTICLE III
Miscellaneous
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SECTION 3.01. Amendment. No amendment, modification or supplement to this
Agreement shall be enforced against the Purchaser unless such amendment,
modification or supplement is written or signed by both the Purchaser and the
Corporation.
SECTION 3.02. Applicable Law. The laws of the State of Delaware shall
govern the interpretation, validity and performance of the terms of this
Agreement regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof.
SECTION 3.03. Notices. All notices and other communications provided for
herein shall be in writing and shall be deemed to have been duly given if
delivered by hand
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(whether by overnight courier or otherwise) or sent by registered or certified
mail, return receipt requested, postage prepaid or sent by telecopy, to the
party to whom it is directed as follows:
(a) If to the Purchaser, to:
LB Blount Investment SPV LLC
3 World Financial Center
New York, NY 10285
Attention: E. Daniel James
Telecopy: 212-526-3836
Steven Berkenfeld
Telecopy: 212-526-2198
(b) If to the Corporation, to:
Blount International, Inc.
4520 Executive Park Drive
Montgomery, AL 36116-1602
Attn: Richard H. Irving, III
Telecopy: 334-271-8130
or at such other address as either party shall have specified by notice in
writing to the other.
SECTION 3.04. Integration. This Agreement and the documents referred to
herein or delivered pursuant hereto which form a part hereof contain the
entire understanding of the parties with respect to the subject matter hereof.
The Purchaser agrees and acknowledges that no promises, representations or
warranties have been made by the Corporation or any of its affiliates,
directors, officers, employees, representatives or advisors with respect to
the Corporation or other matters relating to the purchase of the Securities
and the Warrants other than those expressly set forth herein.
This Agreement supersedes all prior agreements and understandings between
the parties with respect to this subject matter.
SECTION 3.05. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
BLOUNT INTERNATIONAL, INC.,
By: /s/ Harold E. Layman
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Name: Harold E. Layman
Title: President
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LB BLOUNT INVESTMENT SPV LLC,
By: /s/ Alan Washkowitz
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Name: Alan M. Washkowitz
Title: