This excerpt taken from the OMI 10-Q filed Nov 6, 2008.



8.01. Limitation on Benefits.

Notwithstanding any other provision of the Plan, if the benefit payable to a Participant, surviving Spouse or Child would constitute a “parachute payment” (as defined in section 280G of the Internal Revenue Code of 1986, as amended), the amount payable under the Plan and all such other payments shall be reduced to the largest amount that will result in no portion of any such payments being subject to the excise tax imposed by section 4999 of the Internal Revenue Code of 1986, as amended. The determination of any reduction pursuant to this Section shall be made by the Committee in good faith before any such payments are made to the Participant, surviving Spouse or Child.


8.02. Unfunded Plan.

The Company has only a contractual obligation to make payments of the benefits described in the Plan. All benefits are to be satisfied solely out of the general corporate assets of the Company which shall remain subject to the claims of its creditors. No assets of the Company will be segregated or committed to the satisfaction of its obligations to any Participant, surviving Spouse or Child under this Plan. If the Company, in its sole discretion, elects to purchase life insurance on the life of a Participant in connection with the Plan, the Participant must submit to a physical examination, if required by the insurer, and otherwise cooperate in the issuance of such policy or his or her rights under the Plan will be forfeited.


8.03. Other Benefits and Agreements.

The benefits, if any, provided for a Participant, his or her surviving Spouse and his or her Children under the Plan are in addition to any other benefits available to such Participant under any other plan or program of the Company for its employees (other than an Executive Salary Continuation Agreement), and, except as may otherwise be expressly provided for, the Plan shall supplement and shall not supersede, modify or amend any other plan or program of the Company in which a Participant is participating.


8.04. Withholding Taxes.

The benefit, if any payable to a Participant, his or her surviving Spouse and his or her Children under the Plan shall be reduced by the amounts which the Company, in its discretion, determines shall be withheld under applicable federal, state and local income taxes and for any applicable employment-related taxes.


8.05. Restrictions on Transfer of Benefits.

No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefit. If any Participant, surviving Spouse or Child under


  40   Revised January 1, 2005

the Plan should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to a benefit hereunder, then such right or benefit, in the discretion of the Committee, shall cease and terminate, and, in such event, the Committee may hold or apply the same or any part thereof for the benefit of such Participant, his or her surviving Spouse, Children, or other dependents, or any of them, in such manner and in such portion as the Committee may deem proper.


8.06. No Guarantee of Employment.

The Plan does not in any way limit the right of the Company or an Affiliate at any time and for any reason to terminate the Participant’s employment or such Participant’s status as an officer of the Company or an affiliate. In no event shall the Plan by its terms or implications constitute an employment contract of any nature whatsoever between the Company or an Affiliate and a Participant.


8.07. Successors.

The Plan shall be binding upon the Company and its successors and assigns; subject to the powers set forth in Article VII, and upon a Participant, his or her surviving Spouse and Children and either of their assigns, heirs, executors and administrators.


8.08. Construction.

Headings are given for ease of reference and must be disregarded in interpreting the Plan. Masculine pronouns wherever used shall include feminine pronouns and the use of the singular shall include the plural.


  41   Revised January 1, 2005
This excerpt taken from the OMI 8-K filed Aug 22, 2008.


11.1. Transfer Taxes and Fees.

The Buyer shall pay all HSR Act filing fees incurred in connection with the transactions contemplated hereunder. The Seller and the Buyer each shall bear fifty percent (50%) of all transfer, sales, recording and similar Taxes arising in connection with the transactions contemplated hereunder, whether such Taxes are imposed on the Seller or the Buyer. The parties shall cooperate to comply with all Tax Return requirements for such Taxes and shall provide such documentation and take such other actions as may be necessary to minimize the amount of any such Taxes. To the extent permitted by applicable Law, the Buyer shall file the Tax Returns for and make payment of such Taxes to the appropriate taxing or other authority. Upon demand of the party making payment to the taxing or other authority of any Tax covered by this Section, the other party shall pay to such party fifty percent (50%) of the amount of such payment. The party that makes payment to the taxing or other authority shall provide proof of such payment to the other party promptly after payment.

11.2. Entire Agreement; Amendment.

This Agreement and the documents referred to herein and to be delivered pursuant hereto and the Mutual Confidentiality and Non-Disclosure Agreement between Seller and Buyer dated as of March 20, 2008 (the “Confidentiality Agreement”) constitute the entire agreement between the parties pertaining to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties, whether oral or written, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof, except as specifically set forth herein or therein. No amendment, supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. The representations and warranties of each party hereto shall be deemed to be material and to have been relied upon by the other party, notwithstanding any investigation heretofore or hereafter made by the other party.

11.3. Expenses.

Each of the parties hereto shall pay the fees and expenses of their respective counsel, accountants and other experts and the other expenses incurred by such party incident to the negotiation and preparation of this Agreement and consummation of the transactions contemplated hereby.

11.4. Governing Law.

This Agreement shall be construed and interpreted according to the Laws of the Commonwealth of Virginia, without regard to the conflicts of law rules thereof. The parties hereby agree that service of process delivered pursuant to Section 11.6 hereof shall suffice as adequate service of process.



11.5. Assignment.

This Agreement and each party’s respective rights hereunder may not be assigned without the prior written consent of the other parties provided, that the Buyer may assign its rights and obligations to any Affiliate of Buyer, but no such assignment shall relieve the Buyer of its obligations hereunder if such assignee does not perform such obligations.

11.6. Notices.

All communications, notices and disclosures required or permitted by this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by messenger or by reliable overnight delivery service, or three (3) days after mailing by registered or certified United States mail, postage prepaid, return receipt requested, or when received via telecopy, telex or other electronic transmission, in all cases addressed to the person for whom it is intended at its or his address set forth below or to such other address as a party shall have designated by notice in writing to the other party in the manner provided by this Section:


If to the Buyer:    Owens & Minor Distribution, Inc.
   9120 Lockwood Blvd.
   Mechanicsville, Virginia 23116
   Attention: Richard Bozard, VP & Treasurer
   Telecopy: (804) 723-7118
   Telephone: (804) 723-7000
With a copy to:    Owens & Minor Distribution, Inc.
   9120 Lockwood Blvd.
   Mechanicsville, Virginia 23116
   Attention: Grace R. den Hartog, General Counsel
   Telecopy: (804) 723-7113
   Telephone: (804) 723-7000
If to the Seller:    The Burrows Company
   230 West Palatine Road, Box 747
   Wheeling, Illinois 60090-0747
   Telecopy: (847) 537-7786
   Telephone: (847) 537-7300
If to Stockholder:    George J. Burrows



With a copy to:

   Pedersen & Houpt
   161 N. Clark Street, Suite 3100
   Chicago, Illinois 60601
   Attention: Paul S. Altman
   Telecopy: (312) 261-1105
   Telephone: (312) 261-2105

11.7. Counterparts; Headings.

This Agreement may be executed in several counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same Agreement. This Agreement may be executed by facsimile, each of which shall be deemed an original. The Table of Contents and Article and Section headings in this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

11.8. Interpretation.

Unless the context requires otherwise, all words used in this Agreement in the singular number shall extend to and include the plural, all words in the plural number shall extend to and include the singular and all words in any gender shall extend to and include all genders. The specificity of any representation or warranty contained herein shall not be deemed to limit the generality of any other representation or warranty contained herein.

11.9. Severability.

If any provision, clause or part of this Agreement, or the application thereof under certain circumstances, is held invalid, the remainder of this Agreement, or the application of such provision, clause or part under other circumstances, shall not be affected thereby.

11.10. No Reliance.

No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement; the Buyer, the Seller and the Stockholder assume no liability to any third party because of any reliance on the representations, warranties and agreements of the Buyer, the Seller or the Stockholder contained in this Agreement; provided, however, that all persons who are beneficiaries of Section 9.6 shall be entitled to enforce the provisions of that Section.

11.11. Specific Performance.

The Buyer, the Seller and the Stockholder hereby agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

This excerpt taken from the OMI 8-K filed Apr 7, 2006.


SUBPART 5.1 Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Banks that, after giving effect to this Amendment, (a) no Default or Event of Default exists under the Credit Agreement and (b) the representations and warranties set forth in Section 6 of the Existing Credit Agreement are, subject to the limitations set forth therein, true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date, in which case, they are true and correct in all material respects as of such earlier date).

SUBPART 5.2 Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.



SUBPART 5.3 Instrument Pursuant to Existing Credit Agreement. This Amendment is executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement.

SUBPART 5.4 References in Other Credit Documents. At such time as this Amendment shall become effective pursuant to the terms of Subpart 3.1, all references to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment.

SUBPART 5.5 Counterparts/Telecopy. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of the Amendment by telecopy shall be effective as an original and shall constitute a representation that an original shall be delivered.


SUBPART 5.7 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SUBPART 5.8 General. Except as amended hereby, the Existing Credit Agreement and all other credit documents shall continue in full force and effect.

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