OF
THE DIRECTORS THEN STILL IN OFFICE WHO WERE DIRECTORS AT THE BEGINNING OF THE
PERIOD; (C) CONSUMMATION OF (I) A MERGER,
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CONSOLIDATION OR OTHER BUSINESS COMBINATION OF BLOUNT INTERNATIONAL, INC. WITH
ANY OTHER "PERSON" (AS SUCH TERM IS USED IN SECTIONS 13(D) AND 14(D) OF EXCHANGE
ACT) OR AFFILIATE THEREOF, OTHER THAN A MERGER, CONSOLIDATION OR BUSINESS
COMBINATION WHICH WOULD RESULT IN THE OUTSTANDING COMMON STOCK OF BLOUNT
INTERNATIONAL, INC. IMMEDIATELY PRIOR THERETO CONTINUING TO REPRESENT (EITHER BY
REMAINING OUSTSTANDING OR BY BEING CONVERTED INTO COMMON STOCK OF THE SURVIVING
ENTITY OR A PARENT OR AFFILIATE THEREOF) MORE THAN 50% OF THE OUTSTANDING COMMON
STOCK OF THE BLOUNT INTERNATIONAL, INC. OR SUCH SURVIVING ENTITY OR PARTNERS OR
AFFILIATE THEREOF, OUTSTANDING IMMEDIATELY AFTER SUCH MERGER, CONSOLIDATION OR
BUSINESS COMBINATION, OR (II) A PLAN OF COMPLETE LIQUIDATION OF BLOUNT
INTERNATIONAL, INC. OR AN AGREEMENT FOR THE SALE OR DISPOSITION BY BLOUNT
INTERNATIONAL, INC. OR ALL OR SUBSTANTIALLY ALL OF BLOUNT INTERNATIONAL, INC.'S
ASSETS; OR (D) A SALE OF MORE THAN 50% OF THE ASSETS OF BLOUNT
INTERNATIONAL, INC.; PROVIDED THAT NONE OF THE EVENTS DESCRIBED IN CLAUSES
(B) THROUGH (D) SHALL BE DEEMED A CHANGE IN CONTROL IF, IMMEDIATELY FOLLOWING
SUCH EVENT, THE LEHMAN GROUP OWNS 50% OR MORE OF THE COMBINED VOTING POWER OF
BLOUNT INTERNATIONAL, INC.'S THEN OUTSTANDING SECURITIES.
5.4
"CODE".
THE INTERNAL REVENUE CODE OF 1986,
AS IT MAY BE AMENDED FROM TIME TO TIME.
5.5
"CONFIDENTIAL INFORMATION".
ALL TECHNICAL,
BUSINESS, AND OTHER INFORMATION RELATING TO THE BUSINESS OF THE COMPANY OR ITS
SUBSIDIARIES OR AFFILIATES, INCLUDING, WITHOUT LIMITATION, TECHNICAL OR
NONTECHNICAL DATA, FORMULAE, COMPILATIONS, PROGRAMS, DEVICES, METHODS,
TECHNIQUES, PROCESSES, FINANCIAL DATA, FINANCIAL PLANS, PRODUCT PLANS, AND LISTS
OF ACTUAL OR POTENTIAL CUSTOMERS OR SUPPLIERS, WHICH (I) DERIVES ECONOMIC VALUE,
ACTUAL OR POTENTIAL, FROM NOT BEING GENERALLY KNOWN TO, AND NOT BEING READILY
ASCERTAINABLE BY PROPER MEANS BY, OTHER PERSONS, AND (II) IS THE SUBJECT OF
EFFORTS THAT ARE REASONABLE UNDER THE CIRCUMSTANCES TO MAINTAIN ITS
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SECRECY OR CONFIDENTIALITY. SUCH INFORMATION AND COMPILATIONS OF INFORMATION
SHALL BE CONTRACTUALLY SUBJECT TO PROTECTION UNDER THIS AGREEMENT WHETHER OR NOT
SUCH INFORMATION CONSTITUTES A TRADE SECRET AND IS SEPARATELY PROTECTABLE AT LAW
OR IN EQUITY AS A TRADE SECRET. CONFIDENTIAL INFORMATION DOES NOT INCLUDE
CONFIDENTIAL BUSINESS INFORMATION WHICH DOES NOT CONSTITUTE A TRADE SECRET UNDER
APPLICABLE LAW TWO YEARS AFTER ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.
5.6
"LEHMAN BROTHERS MERCHANT BANKING
PARTNERS".
LEHMAN BROTHERS MERCHANT BANKING PARTNERS II, L.P., A DELAWARE
LIMITED PARTNERSHIP.
5.7
"LEHMAN GROUP".
LEHMAN BROTHERS MERCHANT
BANKING PARTNERS AND (I) ANY AFFILIATE (AS DEFINED IN THE EMPLOYEE STOCKHOLDER
AGREEMENT) OF LEHMAN BROTHERS MERCHANT BANKING PARTNERS, (II) ANY ASSOCIATES (AS
DEFINED IN THE EMPLOYEE STOCKHOLDER AGREEMENT) OF LEHMAN BROTHERS MERCHANT
BANKING PARTNERS, (III) THE HEIRS, EXECUTORS, ADMINISTRATORS, TESTAMENTARY
TRUSTEES, LEGATEES OR BENEFICIARIES OF ANY MEMBER OF THE LEHMAN GROUP, AND
(IV) A TRUST, THE BENEFICIARIES OF WHICH, OR A CORPORATION OR PARTNERSHIP, THE
STOCKHOLDERS OR GENERAL OR LIMITED PARTNERS OF WHICH, INCLUDE ONLY LEHMAN