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Subscribers | 2001 |
Letter Agreement Re: Consulting Agreement
Letter Agreement Re: Consulting Agreement (1K)
Doc #289947: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}5
{FILENAME}0005.txt
{DESCRIPTION}LETTER AGREEMENT DATED JANUARY 31, 2001
{TEXT}
January 31, 2001
Mr. Robert Rubin
25 Highland Boulevard
Dix Hills, NY 11746
Re: Consulting Agreement
Dear Mr. Rubin:
Reference is made to the Consulting Agreement (the "Agreement") dated
289947
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Subscribers | 2000 |
Letter
Letter (1K)
Doc #304444: Click preview link for longer preview.
July 12, 2000
Caterpillar Inc.
100 NE Adams St.
Peoria, IL 61629
Ladies and Gentlemen:
I am Securities Counsel for Caterpillar Inc. and am delivering this
opinion in connection with the filing by Caterpillar of a Registration
Statement on Form S-8 registering an additional 10 million shares
of Common Stock authorized by shareholders for issuance under
Caterpillar's 1996 Stock Option Plan and Long-Term Incentive Plan
("Plan"). On the basis of my examination of relevant documents,
304444
|
Caterpillar
As referenced in this Letter:
Caterpillar Inc. – {DOCUMENT}
{TYPE}EX-5
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}OPINION OF SEAN X. MCKESSY, SECURITIES COUNSEL
{TEXT}
July 12, 2000
Caterpillar Inc.
100 NE Adams St.
Peoria, IL 61629
Ladies and Gentlemen:
I am Securities Counsel for Caterpillar Inc. and am delivering this
opinion
_____________
Caterpillar Inc. – SECURITIES COUNSEL
{TEXT}
July 12, 2000
Caterpillar Inc.
100 NE Adams St.
Peoria, IL 61629
Ladies and Gentlemen:
I am Securities Counsel for Caterpillar Inc. and am delivering this
opinion in connection with the filing by Caterpillar of a Registration
Statement on Form S-8 registering an
_____________
dt 283736
;
| Sean X. McKessy
|
| Preview
Subscribers | 2004 |
Monthly Operating Report
Monthly Operating Report (351K)
Doc #378188: Click preview link for longer preview.
DEBTOR: WEIRTON STEEL CORPORATION CASE NUMBER 5:03-bk-01802
PERIOD ENDED 2/29/04
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF WEST VIRGINIA
FORM: MOR-FB
IN RE: WEIRTON STEEL CORPORATION CHAPTER 11
CASE NUMBER 5:03-bk-01802
DEBTOR(S) IN POSSESSION
MONTHLY OPERATING REPORT
CALENDAR . . .
378188
|
Computer
As referenced in this Monthly Operating Report:
COMPUTER SERVICES INC – 04 WESTECH $ 516.00
32014463 2/12/04 PERKIN ELMER INSTRUMENTS $ 2,622.08
32014464 2/12/04 WEST VIRGINIA OHIO MOTOR SALES $ 64.48
32014465 2/12/04 WALLACE COMPUTER SERVICES INC $ 2,256.73
32014466 2/12/04 LARRY E REED $ 360.00
32014467 2/12/04 BEST HYDRAULIC WRENCH $ 1,550.00
32014468 2/12/04 ADVANCED TECHNICAL PRODUCTS $
_____________
dt 1307953
;
FTI Consulting
As referenced in this Monthly Operating Report:
FTI CONSULTING INC – MCCORD & ASSOCIATES INC $ 14,000.00
32014594 2/12/04 KPMG LLP $ 43,793.00
32014595 2/12/04 GLOBAL INSIGHT (USA) INC $ 3,400.00
32014596 2/12/04 FTI CONSULTING INC $ 305,119.62
32014597 2/12/04 ACE AMERICAN INSURANCE CO $ 20,250.00
32014598 2/12/04 GE BUSINESS ASSET FUNDING $ 27,796.65
32014599 2/12/04
_____________
dt 1017390
;
|
Gibraltar Steel
As referenced in this Monthly Operating Report:
Gibraltar Steel – to claims and
pricing (normal course
business) - resolving
with customer
Nittetsu Shoji America, Inc 153,078.44 Customer chargebacks
related to claims and
pricing (normal course
business) - resolving
with customer
Gibraltar Steel Div 148,577.84 Customer chargebacks
related to claims and
pricing (normal course
business) - resolving
with customer
{/TABLE}
{PAGE}
DEBTOR: WEIRTON STEEL CORPORATION CASE NUMBER 5:03-bk-01802
PERIOD
_____________
dt 1002394
;
More... |
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Subscribers | 2004 |
Monthly Operating Report
Monthly Operating Report (224K)
Doc #378189: Click preview link for longer preview.
DEBTOR: WEIRTON STEEL CORPORATION CASE NUMBER 5:03-BK-01802
PERIOD ENDED 1/31/04
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF WEST VIRGINIA
FORM: MOR-FB
IN RE: WEIRTON STEEL CORPORATION CHAPTER 11
CASE NUMBER 5:03-BK-01802
DEBTOR(S) IN POSSESSION
MONTHLY OPERATING REPORT
CALENDAR . . .
378189
|
FTI Consulting
As referenced in this Monthly Operating Report:
FTI CONSULTING INC – A)
COLUMBIA GAS TRANSMISSION COMPANY $0.00 $67,890.00 (A)
CORPORATE EXPRESS INCORPORATED $44,608.48 $0.00 (C)
FELLON-MCCORD & ASSOCIATES INC $14,000.00 $0.00 (D)
FTI CONSULTING INC $0.00 $164,752.40 (E)
GANTREX USA INC $1,041.00 $0.00 (A)
GENERAL ELECTRIC COMPANY $2,382.00 $2,382.00 (C)
GEORGE L WILSON COMPANY $
_____________
FTI CONSULTING INC – JOHN A SINSEL $5,500.00
32011801 1/22/04 BANKRUPTCY CREDITORS SERVICE INC $225.00
32011802 1/22/04 G MICHAEL SERVICES $1,080.00
32011803 1/22/04 FTI CONSULTING INC $136,013.65
{/TABLE}
{PAGE}
DEBTOR: WEIRTON STEEL CORPORATION CASE NUMBER 5:03-BK-01802
PERIOD ENDED 1/31/04
{TABLE}
{S} {C} {C} {C}
32011804 1/22/04
_____________
dt 1017393
;
Gibraltar Steel
As referenced in this Monthly Operating Report:
Gibraltar Steel – 31/04
UNITED STATES BANKRUPTCY COURT FORM: MOR-AR-1
SCHEDULE OF POST-PETITION ACCOUNTS RECEIVABLE OVER 60 DAYS PAST DUE
AS OF JANUARY 31, 2004
{TABLE}
{S} {C} {C}
Gibraltar Steel Div 148,577.84 Customer chargebacks
related to claims and
pricing (normal course
business) - resolving
with customer
B-Way Corp 121,190.85 Customer chargebacks
related to claims and
pricing (
_____________
dt 1002395
;
|
STI
As referenced in this Monthly Operating Report:
Steel Technologies Inc – chargebacks
related to claims and
pricing (normal course
business) - resolving
with customer
US Can 182,042.52 Customer chargebacks
related to claims and
pricing (normal course
business) - resolving
with customer
Steel Technologies Inc 179,889.95 Customer chargebacks
related to claims and
pricing (normal course
business) - resolving
with customer
G&S Metal Products Inc 158,031.67 Customer chargebacks
related to claims
_____________
dt 1007449
;
Thomas & Betts
As referenced in this Monthly Operating Report:
Thomas & Betts Corp – Alloy Corp (936.16)
Allegheny Steel Distributors Inc (1,032.40)
J & L Specialty Steel Inc (1,999.87)
Vanex Tube Corp (4,091.55)
Sundry Account (4,636.15)
Thomas & Betts Corp (4,783.06)
Wheatland Tube Co (5,190.12)
USG Interiors Inc (7,688.46)
Ryerson Tull Procurement Corp (16,232.16)
Van Can Co Inc (199,693.73)
-------------
_____________
dt 1308208
;
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Subscribers | 2004 |
Monthly Operating Report
Monthly Operating Report (297K)
Doc #378190: Click preview link for longer preview.
DEBTOR: WEIRTON STEEL CORPORATION CASE NUMBER 5:03-BK-01802
PERIOD ENDED 12/31/03
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF WEST VIRGINIA
FORM: MOR-FB
IN RE: WEIRTON STEEL CORPORATION CHAPTER 11
CASE NUMBER 5:03-BK-01802
DEBTOR(S) IN POSSESSION
MONTHLY OPERATING REPORT
CALENDAR PERIOD . . .
378190
|
FTI Consulting
As referenced in this Monthly Operating Report:
FTI CONSULTING INC – 343.68 (D)
DEPOSITORY TRUST CO $680.00 $0.00 (D)
FALCON TRANSPORT CO $0.00 $672.30 (D)
FELLON-MCCORD & ASSOCIATES INC $0.00 $1,425,028.20 (A)
FTI CONSULTING INC $164,752.40 $0.00 (E)
GENERAL ELECTRIC COMPANY $2,382.00 $0.00 (E)
HONE & SONS TRUCKING INC $0.00 $400.00 (D)
IMPERIAL CAPITAL LLC $115,965.
_____________
dt 1017397
;
Gibraltar Steel
As referenced in this Monthly Operating Report:
Gibraltar Steel – chargebacks
related to claims and
pricing (normal course
business) - resolving
with customer
Midwest Manufacturing 147,484.67 Customer chargebacks
related to claims and
pricing (normal course
business) - resolving
with customer
Gibraltar Steel Div 146,995.05 Customer chargebacks
related to claims and
pricing (normal course
business) - resolving
with customer
B-Way Corp 121,190.85 Customer chargebacks
related to claims and
pricing (
_____________
dt 1002396
;
|
NS Railway
As referenced in this Monthly Operating Report:
NORFOLK SOUTHERN RAILWAY CO – 0.00 (E)
MASON SUPPLY COMPANY $0.00 $441.38 (D)
MCGUIRE WOODS LLP $101,646.10 $0.00 (D)
METAL MANAGEMENT INCORPORATED $14,758.44 $73,643.24 (A)
NORFOLK SOUTHERN RAILWAY CO $2,339,308.82 $0.00 (A)
SGL ACOTEC INCORPORATED $513.00 $0.00 (D)
SPILMAN THOMAS & BATTLE, PLLC $0.00 $49,030.64 (E)
TRANSPORT JULES SAVARD $0.
_____________
dt 1044817
;
Quaker Chemical
As referenced in this Monthly Operating Report:
QUAKER CHEMICAL – PLIBRICO SALES & SERV INCORPORATED $14,339.70
32010701 12/30/03 HANNON ELECTRIC COMPANY $2,205.00
32010702 12/30/03 PORTERSVILLE VALVE COMPANY $888.10
32010703 12/30/03 QUAKER CHEMICAL CORPORATION $4,893.08
32010704 12/30/03 ROSSBOROUGH-REMACOR LLC $14,488.00
32010705 12/30/03 RUBBER MILLERS INCORPORATED $29,785.46
32010706 12/30/03 JOSEPH T
_____________
dt 1016997
;
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Subscribers | 2004 |
Environmental Indemnity Agreement
Environmental Indemnity Agreement (27K)
Doc #426458: Click preview link for longer preview.
ENVIRONMENTAL INDEMNITY AGREEMENT
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this �Agreement�) is made as this 29th day of June 2004 by SHOPSMITH, INC., an Ohio corporation ( Borrower ). whose address is 6530 Poe Avenue, Dayton, Ohio 45414 (Borrower sometimes hereinafter being referred to as �Indemnitor�), in favor of THE PROVIDENT BANK, an Ohio banking corporation (�Lender�), whose address is 10 West Second Street, 231S, Dayton, Ohio 45402.
Lender has extended to Borrower a loan (the �Loan�) evidenced by a Promissory Note (the �Note�) of even date herewith, executed by Borrower and . . .
426458
|
Shopsmith
As referenced in this Environmental Indemnity Agreement:
SHOPSMITH, INC – 4.18 4 l09193aexv4w18.htm EX-4.18
Exhibit 4.18
ENVIRONMENTAL INDEMNITY AGREEMENT
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this Agreement) is made as this 29th day of June 2004 by SHOPSMITH, INC ., an Ohio corporation ( Borrower ). whose address is 6530 Poe Avenue, Dayton, Ohio 45414 (Borrower sometimes hereinafter being referred to as Indemnitor), in favor of THE PROVIDENT BANK, an Ohio
_____________
SHOPSMITH, INC – as if all parties hereto had signed the same signature page.
Page 43
IN WITNESS WHEREOF, Indemnitor has executed this Agreement as of the day and year first written above.
SHOPSMITH, INC .
By: /s/ Robert L Folkerth
Name: Robert L Folkerth
Title: President, COO
Exhibit A
Legal Description
Page 44
_____________
dt 1410525
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Subscribers | 2004 |
Assignment of Rents and Leases
Assignment of Rents and Leases (12K)
Doc #426459: Click preview link for longer preview.
ASSIGNMENT OF RENTS AND LEASES
THIS ASSIGNMENT OF RENTS AND LEASES (this ?Assignment?) is made this 29th day of June 2004 between SHOPSMITH, INC., an Ohio corporation (?Assignor?), and THE PROVIDENT BANK (?Assignee?).
A.
On even date herewith, Assignor has made and delivered its promontory note in the amount of Two Million and 00/100 Dollars ($2,000,000.00) (the ?Note?), ? payable to the order of Assignee.
B.
This Assignment is executed and delivered as security for the payment of the Note, including all extensions and renewals thereof and for the . . .
426459
|
Shopsmith
As referenced in this Assignment of Rents and Leases:
SHOPSMITH, INC – l09193aexv4w19.htm EX-4.19
Exhibit 4.19
ASSIGNMENT OF RENTS AND LEASES
THIS ASSIGNMENT OF RENTS AND LEASES (this Assignment) is made this 29th day of June 2004 between SHOPSMITH, INC ., an Ohio corporation (Assignor), and THE PROVIDENT BANK (Assignee).
A.
On even date herewith, Assignor has made and delivered its promontory note in the amount of Two Million and
_____________
SHOPSMITH, INC – JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS ASSIGNMENT, THE NOTE IT SECURES, THE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREIN.
EXECUTED as of the date first written above.
SHOPSMITH, INC .
By: /s/ Robert L. Folkerth
Name: Robert L. Folkerth
Title: President & COO
Page 48
STATE OF OHIO
)
) SS:
COUNTY OF MONTGOMERY
)
The foregoing instrument was acknowledged before me
_____________
Shopsmith Inc – Page 48
STATE OF OHIO
)
) SS:
COUNTY OF MONTGOMERY
)
The foregoing instrument was acknowledged before me this 29th day of June 2004, by Robert L Folkerth, Pres. & COO of Shopsmith Inc ., an Ohio corporation, on behalf of the corporation.
/s/ Cheryl A Griffith
Notary Public
This Instrument Prepared by:
Karen R. Adams, Esq.
Chemesky, Heyman & Kress P.L.L.
_____________
dt 1410526
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Subscribers | 2004 | |
Shopsmith
As referenced in this Code of Business Conduct for Executive Officers:
SHOPSMITH, INC – {DOCUMENT}
{TYPE}EX-14.1
{SEQUENCE}6
{FILENAME}l08218aexv14w1.txt
{DESCRIPTION}EX-14.1
{TEXT}
{PAGE}
EXHIBIT 14.1
01-21-04
SHOPSMITH, INC .
CODE OF BUSINESS CONDUCT
FOR EXECUTIVE OFFICERS
INTRODUCTION
In accordance with the provisions of Section 406 of the Sarbanes-Oxley Act of
2002, Shopsmith, Inc. (the "Company") has adopted
_____________
Shopsmith, Inc – 14.1
01-21-04
SHOPSMITH, INC.
CODE OF BUSINESS CONDUCT
FOR EXECUTIVE OFFICERS
INTRODUCTION
In accordance with the provisions of Section 406 of the Sarbanes-Oxley Act of
2002, Shopsmith, Inc . (the "Company") has adopted this Code of Business Conduct
(the "Code") applicable to its executive officers. For purposes of Section 406,
"executive officers" is defined to include the Company'
_____________
dt 1410527
| |
| Subscribers | 2004 |
Amending Agreement
Amending Agreement (9K)
Doc #426526: This document is immediately available for purchase, but does not have a preview available for viewing.
426526
| | |
| Preview
Subscribers | 2003 |
Opinion Letter Re: Registration Statement on Form S-8
Opinion Letter Re: Registration Statement on Form S-8 (2K)
Doc #426573: Click preview link for longer preview.
AMY TROMBLY, ESQ.
80 Dorcar Road
Newton, Massachusetts 02459
(617) 243-0850
October 31, 2003
Organitech USA, Inc.
P.O. Box 700
Yoqneam, 20692
Israel
Re: Registration Statement on Form S-8
Gentlemen:
I have acted as counsel to Organitech USA, Inc., a Delaware corporation (the
426573
|
OrganiTECH
As referenced in this Opinion Letter Re: Registration Statement on Form S-8:
Organitech USA, Inc – 5.1
{SEQUENCE}3
{FILENAME}d57147_ex5-1.txt
{DESCRIPTION}OPINION OF AMY TROMBLY, ESQ.
{TEXT}
AMY TROMBLY, ESQ.
80 Dorcar Road
Newton, Massachusetts 02459
(617) 243-0850
October 31, 2003
Organitech USA, Inc .
P.O. Box 700
Yoqneam, 20692
Israel
Re: Registration Statement on Form S-8
Gentlemen:
I have acted as counsel to Organitech USA, Inc., a Delaware corporation (the
"Company"),
_____________
Organitech USA, Inc – 617) 243-0850
October 31, 2003
Organitech USA, Inc.
P.O. Box 700
Yoqneam, 20692
Israel
Re: Registration Statement on Form S-8
Gentlemen:
I have acted as counsel to Organitech USA, Inc ., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement"),
_____________
dt 1392442
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Subscribers | 2001 |
Opinion Letter Re: Registration Statement on Form S-4
Opinion Letter Re: Registration Statement on Form S-4 (4K)
Doc #426864: Click preview link for longer preview.
SILLS CUMMIS RADIN TISCHMAN EPSTEIN & GROSS, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
August 15, 2001
Richton International Corporation
767 Fifth Avenue
New York, New York 10153
Re: Registration Statement on Form S-4
Gentlemen:
We have acted as special counsel to you, Richton International Corporation
426864
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| Preview
Subscribers | 2001 |
Opinion Letter Re: Registration Statement on Form S-4
Opinion Letter Re: Registration Statement on Form S-4 (4K)
Doc #426865: Click preview link for longer preview.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Four Times Square
New York, New York 10036
August 14, 2001
Deere & Company
One John Deere Place
Moline, Illinois 61265
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to you, Deere & Company ("Deere"), in
426865
| |
 Skadden
As referenced in this Opinion Letter Re: Registration Statement on Form S-4:
SKADDEN ARPS
– {DOCUMENT}
{TYPE}EX-8.2
{SEQUENCE}5
{FILENAME}dex82.txt
{DESCRIPTION}OPINION OF SKADDEN ARPS
{TEXT}
{PAGE}
Exhibit 8.2
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Four Times Square
New York, New York 10036
August 14, 2001
Deere & Company
One John Deere Place
Moline,
_____________
SKADDEN, ARPS – {DOCUMENT}
{TYPE}EX-8.2
{SEQUENCE}5
{FILENAME}dex82.txt
{DESCRIPTION}OPINION OF SKADDEN ARPS
{TEXT}
{PAGE}
Exhibit 8.2
SKADDEN, ARPS , SLATE, MEAGHER & FLOM LLP
Four Times Square
New York, New York 10036
August 14, 2001
Deere & Company
One John Deere Place
Moline, Illinois 61265
Re: Registration Statement on Form
_____________
Skadden, Arps – date hereof, and we disclaim any undertaking to advise you
of subsequent changes relating to matters considered herein or of any
subsequent changes in applicable law.
Very truly yours,
/s/ Skadden, Arps , Slate, Meagher &
Flom LLP
{/TEXT}
{/DOCUMENT}
_____________
dt 1431053
|
| Preview
Subscribers | 2001 |
Terms Agreement
Terms Agreement (103K)
Doc #426888: Click preview link for longer preview.
JOHN DEERE B.V.
(a Netherlands corporation)
$______________ _______% Notes due ______________
UNCONDITIONALLY GUARANTEED BY DEERE & COMPANY
(a Delaware Corporation)
TERMS AGREEMENT
___Date__________
John Deere B.V.
Energiestraat 16, NL-5691
PT Horst
The Netherlands
Deere & Company
One John Deere Place
Moline, Illinois 61265-8098
Dear Sirs:
We, the Underwriters listed below (the "Underwriters"), understand
that John Deere B.V., a corporation duly organized and existing under the laws
of The Netherlands (the "Company"),proposes to issue and sell $____,000,000
aggregate principal amount of its _____% Notes due ____________ (the
"Underwritten Securities"). Payment of principal of, premium, if any, interest,
and additional amounts on the Underwritten Securities will be unconditionally
guaranteed by Deere & Company, a Delaware corporation, as guarantor (the
"Guarantor"), pursuant to the terms and conditions of the guarantee issued in
respect of the Underwritten Securities. Subject to the terms and conditions set
forth or incorporated by reference herein, the Underwriters offer to purchase,
severally and not jointly, the respective amounts of Underwritten Securities set
forth below opposite their respective names at the respective purchase prices
set forth below.
67
{PAGE}
{TABLE}
{CAPTION}
Underwriter Principal Amount of
----------- Underwritten Securities
-----------------------
{S} {C}
---------------------------....................................................... $__________
---------------------------....................................................... $__________
---------------------------. ..................................................... $__________
Total........................................................... $
==========
{/TABLE}
The Underwritten Securities shall have the following terms:
Title of Underwritten Securities:
Principal amount to be issued:
Current ratings:
Interest rate:
Interest Payment Dates:
Regular Record Dates
Maturity Date
Redemption provisions:
Sinking fund requirements:
Delayed Delivery Contracts:
Initial public offering price:
Purchase price:
Form:
Closing Date and Location:
All of the provisions contained in the document attached as Annex A
hereto entitled "John Deere B.V., Issuer, Deere & Company, Guarantor--Guaranteed
Debt Securities--Underwriting Agreement Basic Provisions" (the "Basic
Provisions") are hereby incorporated by reference in their entirety herein and
shall be deemed to be a part of this Terms Agreement to the same extent as if
such provisions had been set forth in full herein. Terms defined in the Basic
Provisions are used herein as therein defined.
68
{PAGE}
Please accept this offer by signing a copy of this Terms Agreement in
the space set forth below and returning the signed copy to us.
Very truly yours,
By:
By: ________________________________
Name:
Title:
On behalf of themselves and the other
Underwriters named above
Accepted:
JOHN DEERE B.V.
By: ______________________________________________
Name:
Title:
DEERE & COMPANY
By: ______________________________________________
Name:
Title:
69
{PAGE}
April 3, 2001
ANNEX A
JOHN DEERE B.V., Issuer
(a Netherlands corporation)
DEERE & COMPANY, Guarantor
(a Delaware corporation)
Guaranteed Debt Securities
UNDERWRITING AGREEMENT BASIC PROVISIONS
John Deere B.V., a corporation duly organized and existing under the
laws of The Netherlands(the "Company"), proposes to issue and sell from time to
time its debt securities in one or more series (the "Guaranteed Securities").
Payment of principal of, and premium, if any, and interest, if any, on the
Guaranteed Securities of each series will be unconditionally guaranteed by Deere
& Company, a Delaware corporation, as guarantor (the "Guarantor"), pursuant to
the terms and conditions of the guarantee issued in respect of such series of
Guaranteed Securities (the "Guarantee"). The Guaranteed Securities will be
issued under an indenture, dated as of March 30, 2001 (the "Indenture") among
the Company, the Guarantor and The Chase Manhattan Bank, as trustee (the
"Trustee"). Each series of Guaranteed Securities may vary, as applicable, as to
aggregate principal amount, maturity date, interest rate or formula and timing
of payments thereof, redemption provisions, conversion provisions and sinking
fund requirements, if any, and any other variable terms which the Indenture
contemplates.
This is to confirm the arrangements with respect to the purchase of
Guaranteed Securities from the Company by the Representative and the several
Underwriters listed in the applicable terms agreement entered into among the
Representatives, the Guarantor and the Company of which this Underwriting
Agreement Basic Provisions is Annex A thereto (the "Terms Agreement"). With
respect to any particular Terms Agreement, the Terms Agreement, together with
the provisions hereof incorporated therein by reference, is herein referred to
as the "Agreement". Terms defined in the Terms Agreement are used herein as
therein defined.
The Company and the Guarantor have filed jointly with the Securities
and Exchange Commission (the "Commission") a registration statement on Form S-3
(No. 333-47264) in respect of the Company's debt securities, including the
Guaranteed Securities, and the Guarantor's senior and/or subordinated debt
securities, warrants to purchase senior debt securities, equity securities and
guarantees of the Company's debt securities, including the Guarantees, and have
filed such amendments thereto as may have been required to the date of the Terms
Agreement. Such registration statement, as so amended, has been declared
effective by the Commission, and the Indenture has been qualified under the
Trust Indenture Act of 1939 (the "1939 Act"). Such registration statement, as so
amended, and the prospectus constituting a part thereof, including all documents
incorporated therein by reference, as from time to time amended or supplemented
to the date of the Terms Agreement pursuant to the Securities Exchange Act of
1934 (the "1934 Act"), the Securities Act of 1933 (the "1933 Act"), or
otherwise, are collectively referred to herein as the "Registration Statement"
and the "Prospectus", respectively; provided, however, that a supplement of the
Prospectus contemplated by Section 3(a) (a "Prospectus
426888
|
 Chase Manhattan
As referenced in this Terms Agreement:
Chase Manhattan Bank, – series of
Guaranteed Securities (the "Guarantee"). The Guaranteed Securities will be
issued under an indenture, dated as of March 30, 2001 (the "Indenture") among
the Company, the Guarantor and The Chase Manhattan Bank, as trustee (the
"Trustee"). Each series of Guaranteed Securities may vary, as applicable, as to
aggregate principal amount, maturity date, interest rate or formula and timing
of payments thereof,
_____________
dt 1425776
;
|
Shearman
As referenced in this Terms Agreement:
Shearman & Sterling, – circumstances existing at such time, not misleading.
(b) At the applicable Closing Time, the Representative shall
have received:
(1) The favorable opinion, dated as of the applicable
Closing Time, of Shearman & Sterling, special United States
counsel for the Company and counsel to the Guarantor, in form and
substance satisfactory to the Representative, to the effect that:
(i) The Guarantor is a
_____________
dt 1331676
|
| Subscribers | 2002 |
Power of Attorney
Power of Attorney (2K)
Doc #427015: This document is immediately available for purchase, but does not have a preview available for viewing.
427015
| | |
| Preview
Subscribers | 2004 |
Code of Ethics
Code of Ethics (4K)
Doc #427073: Click preview link for longer preview.
Art's-Way Manufacturing Co.
Code of . . .
427073
|
Art's-Way
As referenced in this Code of Ethics:
Art's-Way Manufacturing Co. – {DOCUMENT}
{TYPE}EX-14
{SEQUENCE}3
{FILENAME}exhib14a.txt
{TEXT}
Exhibit 14
Art's-Way Manufacturing Co.
Code of Ethics
General
This Code of Ethics ("Code") is a general policy statement, the intention
of which is to promote the highest standards of integrity, professional
responsibility and
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dt 1364704
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| Subscribers | 2002 |
Joinder Agreement
Joinder Agreement (5K)
Doc #546490: This document is immediately available for purchase, but does not have a preview available for viewing.
546490
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Subscribers | 2005 |
Joint Plan of Reorganization
Joint Plan of Reorganization (357K)
Doc #888308: Click preview link for longer preview.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF OHIO
WESTERN DIVISION
In re:
HUFFY CORPORATION,
)
Chapter 11
an Ohio corporation, et al.1
)
Honorable Lawrence S. Walter
Debtor
s.
)
)
Case Nos. 04-39148 through 04-39167
)
Jointly Administered
)
04-39148
DISCLOSURE STATEMENT FOR DEBTORS�
JOINT PLAN OF REORGANIZATION
DINSMORE & SHOHL LLP
Kim Martin Lewis, Esq.
John B. Persiani, Esq
Donald W. Mallory, Esq.
Attorneys for Debtors and
Debtors in Possession
255 East Fifth Street
Suite 1900
Cincinnati, Ohio 45202
513-977-8200
Dated: . . .
888308
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Adams Golf
As referenced in this Joint Plan of Reorganization:
Adams Golf Inc – Lazard selected the following publicly traded companies (the Peer Group) on the basis of general comparability to the Debtors in one or more of the factors described above: Accell Group, Adams Golf Inc ., Amer Group, Callaway Golf Company, Dorel Industries, Inc., Escalade, Inc., Head NV, K2 Inc., Mizuno Corporation and Russell Corporation.
In developing multiples for the Peer Group, Lazard relied primarily
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dt 1375791
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Adams Golf
As referenced in this Joint Plan of Reorganization:
Adams Golf Inc – Lazard selected the following publicly traded companies (the Peer Group) on the basis of general comparability to the Debtors in one or more of the factors described above: Accell Group, Adams Golf Inc ., Amer Group, Callaway Golf Company, Dorel Industries, Inc., Escalade, Inc., Head NV, K2 Inc., Mizuno Corporation and Russell Corporation.
In developing multiples for the Peer Group, Lazard relied primarily
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dt 1375791
;
Caterpillar
As referenced in this Joint Plan of Reorganization:
Caterpillar Inc – use the West Coast Choppers, CFL and Jesse James marks, patents and certain designs in the connection with the manufacture, sale, distribution, advertising and promotion of chopper style bicycles.
(e)
Caterpillar Inc .
The Debtors assumed the Caterpillar Trademark Merchandise License Agreement entered into by and between Huffy as licensee, and Caterpillar as licensor, executed on or about July 3, 2003 as
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dt 1552797
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Escalade
As referenced in this Joint Plan of Reorganization:
Escalade, Inc – the basis of general comparability to the Debtors in one or more of the factors described above: Accell Group, Adams Golf Inc., Amer Group, Callaway Golf Company, Dorel Industries, Inc., Escalade, Inc ., Head NV, K2 Inc., Mizuno Corporation and Russell Corporation.
In developing multiples for the Peer Group, Lazard relied primarily on multiples of EBITDA. Lazard calculated EBITDA multiples for the
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dt 1397094
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Viacom Int'l
As referenced in this Joint Plan of Reorganization:
Viacom International, Inc – and import certain licensed products with the Strawberry Shortcake name, trademark and or logo in the respective territories of the United States and Canada.
(c)
MTV Networks, a Division of Viacom International, Inc .
Under the terms of the this license agreement, Huffy is granted an exclusive right and license to make, use, sell offer to sale and import certain licensed products bearing
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dt 1549186
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Subscribers | 2003 |
Joint Plan of Reorganization
Joint Plan of Reorganization (1,171K)
Doc #927365: Click preview link for longer preview.
DATED JANUARY 17, 2003
SOLICITATION OF VOTES ON THE DEBTORS' FIRST AMENDED AND RESTATED
JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE OF
THERMADYNE HOLDINGS CORPORATION
AND ITS WHOLLY OWNED DIRECT AND INDIRECT SUBSIDIARIES, THERMADYNE MFG. LLC,
THERMADYNE CAPITAL CORP., THERMADYNE INDUSTRIES, INC., VICTOR EQUIPMENT
COMPANY, THERMADYNE INTERNATIONAL CORP., THERMADYNE CYLINDER CO., THERMAL
DYNAMICS CORPORATION, C&G SYSTEMS HOLDING, INC., MECO . . .
927365
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ABN AMRO Bank
As referenced in this Joint Plan of Reorganization:
ABN AMRO Bank
N.V., – Comweld Group Pty. Ltd., Genset, and Thermadyne Welding Products Canada Limited,
as borrowers, the Senior Secured Lenders, Credit Suisse First Boston as
Syndication Agent, Societe Generale as documentation agent, and ABN AMRO Bank
N.V., as administrative agent, as amended from time to time, and guaranteed by
certain subsidiaries of Thermadyne Mfg. LLC pursuant to the Subsidiary Co-
22
Obligation Agreement and Guaranty
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ABN AMRO BANK N.V. – a $60
million debtor in possession secured financing facility, with a sublimit of $15
million for the issuance of letters of credit, funded by a syndicate of
financial institutions with ABN AMRO BANK N.V. serving as Agent (the "DIP
Facility"). The Debtors' obligations and indebtedness under the DIP Facility are
entitled to superpriority administrative expense priority over most other
administrative expenses. Additionally, pursuant to
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ABN AMRO Bank N.V., – Debtors in their capacity as debtors
in possession in the Chapter 11 Cases pursuant to sections 1101, 1107(a) and
1108 of the Bankruptcy Code.
1.29 DIP Agent means ABN AMRO Bank N.V., as administrative and collateral
agent under the DIP Facility.
1.30 DIP Facility means that certain revolving credit facility in the
aggregate principal amount of up to $60 million
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ABN AMRO Bank N.V., – sublimit of $15 million
for standby letters of credit, and evidenced by that certain Revolving Credit
and Guaranty Agreement among Thermadyne Mfg. LLC, as borrower, the other
Debtors, as guarantors, ABN AMRO Bank N.V., as administrative and collateral
agent, and the lenders from time to time party thereto, dated as of November 26,
2001, as amended, supplemented, or modified from time to time,
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ABN AMRO Bank N.V. – Ltd., GenSet S.P.A., and Thermadyne Welding Products Canada Limited, as
borrowers, the Senior Secured Lenders, Credit Suisse First Boston as Syndication
Agent, Societe Generale as documentation agent, and ABN AMRO Bank N.V. as
administrative agent, as amended from time to time, and guaranteed by certain
subsidiaries of Thermadyne Mfg. LLC pursuant to the Subsidiary Co-Obligation
Agreement and Guaranty dated as of
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dt 1470987
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Clifford Chance
As referenced in this Joint Plan of Reorganization:
Clifford Chance US – St. Louis, Missouri 63102
Telephone: (212) 310-8000 Attn: Lloyd A. Palans, Esq.
Facsimile: (212) 310-8007 Telephone: (314) 259-2000
Facsimile: (314) 259-2020
82
Clifford Chance US LLP Armstrong Teasdale L.L.P.
Attorneys for the Senior Secured Lenders Attorneys for the Senior Secured Lenders
200 Park Avenue One Metropolitan Square, Suite 2600
New York, New York
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dt 1866040
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FTI Consulting
As referenced in this Joint Plan of Reorganization:
FTI Consulting, Inc – potential bidders; and the third (and final) stage was the negotiation of bids,
receipt of binding offers and selection of the best one.
Rothschild invited Houlihan Lokey Howard & Zukin and FTI Consulting, Inc .,
financial advisors to the Creditors' Committee and Senior Secured Lenders,
respectively, to review the list
3
of prospects, review and comment on the confidential information memorandum
distributed to
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FTI Consulting Inc – the Bankruptcy Court has entered orders
authorizing the Debtors to retain the following Professionals: (i) Weil, Gotshal
& Manges LLP as restructuring counsel; (ii) Bryan Cave LLP as restructuring
counsel, (iii) FTI Consulting Inc . as financial and
27
restructuring advisor, (iv) Ernst & Young LLP as accountants and tax advisors,
(v) Rothschild, Inc. as investment banker, (vi) Buck Consultants, Inc. as human
resources
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FTI Consulting, Inc – other creditors or, if the debtor was or became insolvent or
undercapitalized as a result of such transfer, a transfer for less than
reasonably equivalent value.
The Debtors' financial analysts, FTI Consulting, Inc ., have analyzed
payments by the Debtors to creditors within ninety (90) days before the
commencement of the Chapter 11 filing, to determine which such payments may be
avoidable as
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FTI Consulting, Inc – before the
commencement of the Chapter 11 filing, to determine which such payments may be
avoidable as preferential transfers (section 547) or fraudulent transfers
(section 548) under the Bankruptcy Code. FTI Consulting, Inc . has reviewed the
Debtors' financial information, and based on such analysis, the Debtors do not
believe that any preferential or fraudulent transfers of a material value
occurred, but the
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dt 1379689
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Joy Global
As referenced in this Joint Plan of Reorganization:
Joy
Global, Inc – of Ernst &
Young LLP for 18 years, the last six of which he was a partner. Mr. Tate
currently serves on the board of directors of Rowe International, Inc. and Joy
Global, Inc .
Mr. Poling has been a Director of the Company since May 1998. Mr. Poling
retired as Chairman of the Board and Chief Executive Officer of Ford Motor
Company on
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