EXHIBIT 10 (x) (ii)
AMENDMENT TO
AND ASSUMPTION OF
BLOUNT, INC. EXECUTIVE BENEFIT PLANS TRUST
This Amendment and Assumption Agreement dated as of the 3rd
day of November, 1995, by and among BLOUNT, INC. ("Blount"),
BLOUNT INTERNATIONAL, INC. ("BII") and TRUST COMPANY BANK
("Trustee");
W I T N E S S E T H:
WHEREAS, Blount entered into an agreement ("Trust
Agreement") with the Trustee, dated April 17, 1995, establishing
a trust for the benefit of certain executives ("Covered
Participants") who participate in executive benefit plans or
programs of Blount and providing for additional funding of the
trust upon a Change in Control of Blount; and
WHEREAS, pursuant to a Plan and Agreement of Merger ("Merger
Agreement"), dated August 17, 1995, among Blount, BII and HBC
Transaction Subsidiary, Inc. ("Subsidiary"), a subsidiary of BII,
Subsidiary will be merged ("Merger") with and into Blount, and
Blount will be the survivor of the Merger; and
WHEREAS, as a result of the Merger, Blount will become a
wholly-owned subsidiary of BII and BII will become the publicly-traded
company; and
WHEREAS, the benefit plans and programs will continue after
the Merger and Blount and BII desire to preserve the relative
rights and obligations of the parties thereunder;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein and in the Trust
Agreement, the parties hereby agree as follows:
1.
BII hereby agrees to assume all of the obligations,
responsibilities and liabilities of the "Company" under the Trust
Agreement and each place in the Trust Agreement where a reference
to "Company" appears shall now refer to and mean BII. Further,
in each place where the Trust Agreement now refers to a benefit
plan or program, compensation arrangement or other similar plan
or program maintained by Blount, such reference shall now include
a successor or substitute plan, program or arrangement maintained
or established by BII. The Trustee hereby consents to the
assumption of the Trust Agreement by BII and the substitution of
BII as the "Company" thereunder.
2.
Section 13(d)(1) of the Trust Agreement is hereby amended by
deleting the present section in its entirety and substituting the
following therefor:
"(1) "Change in Control" - Either
(i) the acquisition, directly or indirectly, by any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) of securities of the
Company representing an aggregate of fifty percent (50%) or more
of the combined voting power of the Company's then outstanding
securities (excluding the acquisition by persons who own such
amount of securities on the date hereof, or acquisitions by
persons who acquire such amount through inheritance); or
(ii) Winton M. Blount (A) ceases to own at least 50.1%
of the combined voting power of the then outstanding securities
of the sole general partner of Blount Holding Company, L.P.
("Blount Partnership"), a limited partnership which holds and
owns voting securities of the Company, or counsel to the Blount
Partnership is unable at any time to provide a legal opinion that
ownership of at least 50.1% of the combined voting power of the
then outstanding securities is sufficient to control the sole
general partner, or (B) ceases to direct personally (and not
through a representative) by his ownership of the voting power of
the sole general partner of the Blount Partnership, the voting
and dispositive power of all of the shares of the Company's
voting securities owned by the Blount Partnership; or
(iii) Winton M. Blount personally and the Blount
Partnership in the aggregate cease to own at least 50.1% of the
combined voting power of the Company's then outstanding
securities; or
(iv) During any period of two consecutive years,
individuals who at the beginning of such period constitute the
Board of the Company, cease for any reason to constitute at least
a majority thereof, unless the election of each new director was
approved in advance by a vote of at least a majority of the
directors then still in office who were directors at the
beginning of the period; or
(v) consummation of (A) a merger, consolidation or
other business combination of the Company with any other "person"
(as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) or affiliate
thereof, other than a merger, consolidation or business
combination which would result in the outstanding common stock of
the Company immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
common stock of the surviving entity or a parent or affiliate
thereof) at least fifty percent (50%) of the outstanding common
stock of the Company (or such surviving entity or parent or
affiliate thereof) that is outstanding immediately after such
merger, consolidation or business combination, or (B) a plan of
complete liquidation of the Company or an agreement for the sale
or disposition by the Company of all or substantially all of the
Company's assets; or
(vi) the occurrence of any other event or circumstance
which is not covered by (i) through (v) above which the Board of
the Company determines affects control of the Company and adopts
a resolution that such event or circumstance constitutes a Change
in Control for the purposes of this Agreement."
3.
Section 13(d)(3) of the Trust Agreement is hereby amended by
adding the words "or incapacity (as defined below)" after the
word "death" in the first line of the present section and adding
the following two sentences at the end of the present section:
"For purposes of this Agreement, Mr. Blount shall be
considered incapacitated if he is determined to be permanently
unable to perform his duties as Chairman of the Board of the
Company. The Board of the Company shall have the authority to
make the determination whether Mr. Blount is incapacitated under
this Agreement and shall also have the authority to determine
whether Mr. Blount has ceased to be incapacitated hereunder."
4.
Blount agrees to execute the Guarantee Agreement attached
hereto as Exhibit A, agreeing to pay and perform all of the
obligations and responsibilities of the "Company" under the Trust
Agreement.
5.
Except as hereby modified, the terms and conditions of the
Trust Agreement shall remain in full force and effect. This
Amendment and Assumption Agreement shall be effective as of
November 3, 1995.
IN WITNESS WHEREOF, the parties have executed this Amendment
and Assumption Agreement as of the day and year first above
written.
TRUSTEE:
TRUST COMPANY BANK
By:_______________________________
BLOUNT, INC.
By:/s/John M. Panettiere__________
BLOUNT INTERNATIONAL, INC.
By:/s/John M. Panettiere__________
EXHIBIT A
GUARANTEE AGREEMENT
For and in consideration of the covenants and
agreements contained in the Trust Agreement for the Blount, Inc.
Executive Benefit Plans Trust between Blount, Inc. ("Blount") and
Trust Company Bank ("Trustee"), dated April 17, 1995, as assumed
by Blount International, Inc. (the "Company") and as amended on
November 3, 1995 (the "Agreement"), and in further consideration
of the financial and other benefits accruing to Blount from the
Trust Agreement, Blount does hereby agree to pay and to perform
all of the obligations and responsibilities of the Company under
the Trust Agreement, including, without limitation, the
obligation to make additional contributions to the Trust under
Section 1(f) of the Trust Agreement.
IN WITNESS WHEREOF, Blount acting under authority of
its Board of Directors has caused this Guarantee Agreement to be
executed as of this 3rd day of November, 1995.
BLOUNT, INC.
By:/s/John M. Panettiere____________