exv10w16



 





Exhibit 10.16




Dated 30 November 2006




Truck-Lite Co. Limited

(as the Purchaser)




Truck-Lite Co., Inc.

(as the Purchaser Guarantor)




UIS Industries Limited

(as the Vendor)




United Components, Inc.

(as the Vendor Guarantor)




 






Share Purchase Agreement




relating to the shares in




Flexible Lamps Limited



 











99 Bishopsgate

London EC2M 3XF

+44 (0)20 7710 1000 (Tel)

+44 (0)20 7374 4460 (Fax)

www.lw.com




Contact: Martin Saywell / Rory Negus





 









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page
	 
	1. Interpretation
	 	 	1	 
	 
	 	 	 	 
	2. Sale of Shares
	 	 	7	 
	 
	 	 	 	 
	3. Consideration
	 	 	7	 
	 
	 	 	 	 
	4. Completion
	 	 	8	 
	 
	 	 	 	 
	5. Stamping and share rights
	 	 	8	 
	 
	 	 	 	 
	6. Vendor Warranties
	 	 	9	 
	 
	 	 	 	 
	7. Restrictive Covenants
	 	 	12	 
	 
	 	 	 	 
	8. Specific Indemnity
	 	 	13	 
	 
	 	 	 	 
	9. Post Completion Obligations
	 	 	14	 
	 
	 	 	 	 
	10. Parent Guarantors
	 	 	14	 
	 
	 	 	 	 
	11. Confidentiality
	 	 	16	 
	 
	 	 	 	 
	12. Announcements
	 	 	17	 
	 
	 	 	 	 
	13. Further assurance
	 	 	18	 
	 
	 	 	 	 
	14. Entire agreement
	 	 	18	 
	 
	 	 	 	 
	15. Post Completion effect of Agreement
	 	 	18	 
	 
	 	 	 	 
	16. Waiver and variation
	 	 	18	 
	 
	 	 	 	 
	17. Remedies
	 	 	19	 
	 
	 	 	 	 
	18. Invalidity
	 	 	19	 
	 
	 	 	 	 
	19. Time of the essence
	 	 	19	 
	 
	 	 	 	 
	20. Assignment
	 	 	19	 
	 
	 	 	 	 
	21. Counterparts
	 	 	19	 
	 
	 	 	 	 
	22. Interest
	 	 	19	 
	 
	 	 	 	 
	23. Notices
	 	 	20	 
	 
	 	 	 	 
	24. Costs
	 	 	21	 
	 
	 	 	 	 
	25. Governing law and jurisdiction
	 	 	21	 
	 
	 	 	 	 
	26. Contracts (Rights Of Third Parties) Act 1999
	 	 	21	 
	 
	 	 	 	 
	27. Process agents
	 	 	21	 






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	Clause	 	Page
	 
	schedule 1 : Particulars of Group Companies
	 	 	23	 
	part 1 : Details of the Company
	 	 	23	 
	part 2 : Details of the Subsidiaries
	 	 	23	 
	 
	 	 	 	 
	schedule 2 : Completion Arrangements
	 	 	27	 
	 
	 	 	 	 
	schedule 3 : Warranties
	 	 	29	 
	 
	 	 	 	 
	schedule 4 : Limitations on Liability
	 	 	39	 
	 
	 	 	 	 
	schedule 5 : Properties
	 	 	42	 
	part 1 : Freehold Premises with registered titles
	 	 	42	 
	part 2 : Leasehold Premises with registered titles
	 	 	43	 
	 
	 	 	 	 
	schedule 6 : Completion Accounts
	 	 	44	 
	 
	 	 	 	 
	schedule 7 : Pensions
	 	 	48	 
	 
	 	 	 	 
	schedule 8 : Domain Names
	 	 	52	 






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THIS AGREEMENT is made on 30 November 2006




BETWEEN





	(1)	 	TRUCK-LITE CO. LIMITED (the “PURCHASER”) a company registered in England and Wales under
company number 460489 with its registered office at Waterfall Lane, Cradley Heath, West
Midlands B64 6QB;
	 
	(2)	 	TRUCK-LITE CO., INC. (the “PURCHASER GUARANTOR”) a company incorporated in the State of New
York whose address is at 310 East Elmwood Avenue, Falconer, New York, 14733, United States;
	 
	(3)	 	UIS INDUSTRIES LIMITED (the “VENDOR”) a company registered in England and Wales under company
number 02691555 with its registered office at Barlows Road, Harlow, Essex CM19 5FA; and
	 
	(4)	 	UNITED COMPONENTS, INC. (the “VENDOR GUARANTOR”) a company incorporated in Delaware whose
address is at 14601 Hwy. 41 N, Evansville IN 47725-9357, United States.





BACKGROUND:





	(A)	 	The Vendor wishes to sell and the Purchaser wishes to acquire the entire issued share capital
of the Company in each case on and subject to the terms of this Agreement.
	 
	(B)	 	The Purchaser Guarantor is the parent company of the Purchaser and has entered into this
Agreement as guarantor of the obligations and liabilities of the Purchaser pursuant to and
under this Agreement.
	 
	(C)	 	The Vendor Guarantor is the parent company of the Vendor and has entered into this Agreement
as guarantor of the obligations and liabilities of the Vendor pursuant to and under this
Agreement.





IT IS AGREED THAT





	1.	 	Interpretation
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement where the context admits:
	 
	 	 	“Additional Consideration” has the meaning set out in clause 3.2;
	 
	 	 	“Affiliate” means, in relation to a body corporate, any subsidiary or holding company of
such body corporate, and any subsidiary of any such holding company for the time being;
	 
	 	 	“Agreed Form” means a document in the terms signed or initialled by or on behalf of the
parties for identification;
	 
	 	 	“Audited Accounts” means:






	 	(A)	 	the audited balance sheet of the Company (and, where relevant, the audited
consolidated balance sheet of the Company and the Subsidiaries) made up as at the
Balance Sheet Date; and
	 
	 	(B)	 	the audited profit and loss account of the Company (and, where relevant, the
audited, consolidated, profit and loss account of the Company and the Subsidiaries) in
respect of the financial year ended on the Balance Sheet Date including, in each case,
the notes thereto and the directors’ report and auditors’ report;










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“Balance Sheet Date” means 31 December 2005;




“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for
ordinary banking business in London;




“Company” means Flexible Lamps Limited, a private company limited by shares incorporated in
England and Wales under company number 195431 on 31 January 1924 with its registered office
at Barrows Road, Harlow, Essex, CM19 5FA;




“Completion” means completion of the sale and purchase of the Shares in accordance with
clause 4;




“Completion Date” means the date upon which Completion takes place;




“Continuing Directors” means Dennis Cunning and Lynne Baker who will continue as directors
of the Company and in the case of Dennis Cunning the Subsidiaries following Completion;




“Data Room Documents” means the documents made available to the Purchaser in the online data
room hosted by Intralinks under the room index ‘Project Dazzle’, and contained on the CD-ROM
referred to in the Disclosure Letter;




“Disclosed” means fairly disclosed in the Disclosure Letter or this Agreement. For these
purposes, “fairly disclosed” in relation to any fact, matter or circumstance shall be where
the disclosure contains sufficient information to enable a reasonable assessment to be made
regarding that fact, matter or circumstance and its import or likely import;




“Directors” means in relation to the Company or any of the Subsidiaries, its directors;




“Disclosure Letter” means the letter dated the date hereof written and delivered by or on
behalf of the Vendor to the Purchaser immediately before the signing of this Agreement;




“Disposal” means a sale, transfer, gift, assignment or disposal of any interest in the
Relevant Assets or entering into a legally binding agreement to do any of such acts or
things;




“Disposal Costs” means in aggregate the sum of:




	 	(A)	 	any Tax incurred by the Company or any of the Subsidiaries on a Disposal
(ignoring for these purposes the effect of any Buyer’s Relief, as defined in the Tax
Deed);
	 
	 	(B)	 	the actual costs incurred by the Company or any of the Subsidiaries in
relocating the assets of the Company located on the Relevant Assets;
	 
	 	(C)	 	the actual cost incurred by the Company or any of the Subsidiaries in
terminating any full or part time employees or independent contractors of the Company
or any of the Subsidiaries whose place of work was at the Relevant Assets or who were
employed or engaged in a part of the business carried on at the Relevant Assets
regardless of whether such full or part time employees or independent contractors were
situated at the Relevant Assets or not;
	 
	 	(D)	 	any reasonable advisors costs incurred by the Company or any of the
Subsidiaries in the disposal of the Relevant Assets including but not limited to legal
costs, survey costs and real estate brokers fees; and
	 
	 	(E)	 	any actual costs incurred by the Company for asbestos remediation work required
by the buyer of the Relevant Asset to be undertaken by the Company;






“Disposal Costs Retainer” means an amount of £1,000,000;




“Domain Names” means those domain names listed in schedule 8;



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“Employee” means a director or officer (whether or not employed by a Group Company) and
employee of each Group Company;




“Encumbrance” includes any interest or equity of any person (including any right to acquire,
option or right of pre-emption); any mortgage, charge, pledge, lien, assignment,
hypothecation, security interest (including any created by law), title retention or other
security agreement or arrangement; and any rental, hire purchase, credit or conditional sale
or other agreement for payment on deferred terms;




“Environment” means all or any of the following media, namely air (including, without
limitation, the air within buildings or other natural or man made structures above or below
ground), water (including, without limitation, coastal and inland waters, surface or ground
water, water in pipe, drainage or sewerage systems), or land (including, without limitation,
surface land, sub-surface strata, sea bed and river bed under water and natural and man-made
structures);




“Environmental Laws” means all international, European Union, national, state, federal,
regional or local laws (including common law, statute law, civil, criminal and
administrative law), together with all subordinate legislation and regulatory codes of
practice, including without limitation guidance notes, circulars, decisions, regulations and
judgments, together with any judicial or administrative interpretation of each of the
foregoing in force and binding at the Completion Date which has as a purpose or effect the
protection of and prevention of harm to the Environment or relates in any way to: any
Hazardous Substance or packaging, noise, vibration, radiation or interference with use or
enjoyment of land or the erection, occupation or use of man-made or natural structures above
or below ground;




“Environmental Matters” means:




	 	(A)	 	pollution or contamination of the Environment; and/or
	 
	 	(B)	 	the generation, manufacture, processing, handling, storage, distribution, use,
treatment, removal, transport, disposal, emission, release, spillage, deposit or
discharge of Hazardous Substances to the extent that they are regulated by
Environmental Law; and/or
	 
	 	(C)	 	the exposure of any person (including employees) to Hazardous Substances;






“Environmental Consents” means all or any permit, licence, authorisation, approval, consent,
permission, certificate or registration including any condition thereof issued, required by
any Subsidiary under or in relation to Environmental Laws relating to either the carrying on
of its business or the use of, or any activities or operations carried out at, the Premises;




“Final Consideration” means the aggregate consideration payable by the Purchaser to the
Vendor pursuant to this Agreement for the Shares as finally determined, including without
limitation the Initial Consideration, the Additional Consideration (if any), the adjustments
(if any) to be made in accordance with schedule 6 and the payments (if any) to be made in
accordance with schedule 7;




“GAAP” means generally accepted accounting principles in the United Kingdom;




“Group” means the Company and all of the Subsidiaries and “Group Company” means any one of
them;




“Gross Proceeds” means the total consideration received by any member of the Purchaser’s
Group for the Disposal;




“Hazardous Substance” means any natural or artificial substance or combination of substances
(whether in solid or liquid form or in the form of a gas or vapour) capable of causing harm
to the Environment including but not limited to waste of any nature and any hazardous, toxic
or dangerous substance or article;



3









 






“Indemnity Claim” means any claim under the indemnity contained in clause 8.1;




“ICTA” means the Income and Corporation Taxes Act 1988;




“Initial Consideration” means the consideration for the Shares stated in clause 3;




“Intellectual Property” means:




	 	(A)	 	patents, utility models, trade marks, design rights, copyright, database
rights, topography rights, plant variety rights, confidential information and knowledge
(including know how, inventions, secret formulae and processes, market information, and
lists of customers and suppliers), and rights protecting goodwill and reputation;
	 
	 	(B)	 	all other forms of protection having a similar nature or effect anywhere in the
world to any of the rights described in (A) above; and
	 
	 	(C)	 	applications for or registrations of any of the rights described in (A) or (B)
above.






“IT Systems” means any and all computer and telecommunications and network equipment, and
any and all computer programs used in connection with the business of the Group and which
are material to the business of the Group as a whole;




“Law” or “Laws” includes all applicable legislation, statutes, directives, regulations,
judgments, decisions, decrees, orders, instruments, by-laws, and other legislative measures
or decisions having the force of law, treaties, conventions and other agreements between
states, or between states and the European Union or other supranational bodies, rules of
common law, customary law and equity and all civil or other codes and all other laws of, or
having effect in, any jurisdiction from time to time and whether before or after the date of
this Agreement;




“Management Accounts” means the consolidated management accounts of the Company and the
Subsidiaries for the period from the Balance Sheet Date to 30 September 2006 true copies of
which are contained within the Data Room and Documents and referred to in the Disclosure
Letter;




“Material Adverse Effect” means an event which has or is likely to have a material and
adverse effect on the assets, liabilities, regulatory position, business, condition
(financial or otherwise) or operations (including financial results of operations) of the
Group as a whole;




“Material Contract” means an agreement or arrangement to which the Company or any of the
Subsidiaries is a party or is bound by and which is either of material importance to the
business, assets, liabilities, income or expenditure of any of the Group Companies or the
Group taken as a whole or equal to or greater than £50,000 in value per annum of sales or
purchases by any Group Company or the Group;




“Net Proceeds” means the Gross Proceeds less the Disposal Costs;




“Pension Scheme” means The Flexible Lamps Limited Retirement Benefits Scheme;




“Phase 1 Report” means the phase 1 environment site assessment report prepared by MLM
forming part of the Data Room Documents;




“Premises” means the land and premises particulars of which are set out in schedule 5;




“Proceedings” has the meaning given in clause 25;




“Purchaser’s Group” means the Purchaser and each of its Affiliates and, following
Completion, the Company and the Subsidiaries;



4









 






“Relevant Benefits” means any pension (including an annuity), lump sum, gratuity or other
like benefit given or to be given on retirement or on death, or by virtue of a pension
sharing order or provision, or in anticipation of retirement, or, in connection with past
service, after retirement or death, or to be given on or in anticipation of or in connection
with any change in the nature of the service of the employee in question. For the purpose
of this definition “employee” includes (a) any officer of the company, any director of the
company and any other person taking part in the management of the affairs of the company,
and (b) a person who is to be or has been an employee; and the terms “service” and
“retirement” are to be construed accordingly;




“Relevant Assets” means all the freehold land known as 4, Rookwood Way, Haverhill CB9 8PB
and registered at the Land Registry under title number SK163268;




“Representatives” means, in relation to a party, its respective Affiliates and the
directors, officers, employees, agents, external legal advisers, accountants, consultants
and financial advisers of that party and/or any of its respective Affiliates;




“Shares” means the shares comprising the entire issued share capital of the Company, being
2,415,000 ordinary shares of £0.50 each;




“Subsidiary” means at any relevant time any the subsidiary of the Company, basic information
concerning each current subsidiary of the Company being set out in schedule 1;




“Tax” or “Taxation” means all forms of taxation, duties, levies and imposts whether of the
United Kingdom or any other jurisdiction including, (without limitation), corporation tax
(and any instalment payments in respect of corporation tax), advance corporation tax, income
tax, capital gains tax, value added tax, customs and other import duties, stamp duty, stamp
duty reserve tax, capital duties, national insurance contributions, local authority council
taxes and duties, and any payment which the Company or any member of the Group may be or
become bound to make to any person as a result of the operation of any enactment relating to
any such taxes or duties, and all penalties, charges and interest relating to any of the
foregoing or resulting from a failure to comply with the provisions of any enactment
relating to any of the foregoing;




“Tax Deed” means the deed in Agreed Form relating to taxation, to be executed and delivered
at Completion;




“Transaction Documents” means this Agreement, the Tax Deed, the Disclosure Letter and any
other document entered into between the Vendor and the Purchaser in connection with the
transactions contemplated hereby;




“VATA” means the Value Added Tax Act 1994;




“Vendor Group” means the Vendor, the Vendor Guarantor and each of their subsidiaries
immediately after Completion excluding, for the avoidance of doubt, any Group Company and
any holder (whether directly or indirectly) of any shares or securities of the Vendor
Guarantor; and




“Warranties” means the warranties set out in schedule 3.




	1.2	 	Construction of certain references
	 
	 	 	In this Agreement, where the context admits:






	 	(A)	 	words and phrases the definitions of which are contained or referred to in the
Companies Act shall be construed as having the meanings thereby attributed to them;
	 
	 	(B)	 	every reference to a particular statutory provision or other Law shall be
construed also as a reference to all other Laws made under the Law referred to and to
all such Laws as amended, re-enacted, consolidated or replaced or as their application
or interpretation is affected by




5









 






	 	 	 	other Laws from time to time and whether before or after Completion provided that, as
between the parties, no such amendment or modification shall apply for the purposes
of this Agreement to the extent that it would impose any new or extended obligation,
liability or restriction on, or otherwise adversely affect the rights of, any party;






	 	(C)	 	where any statement is to the effect that the Vendor is not aware of any matter
or circumstance, or is a statement qualified by the expression “so far as the Vendor is
aware” or “to the best of the Vendor’s knowledge and belief” or any similar expression,
that statement shall be deemed to include an additional statement that it has been made
after due and careful enquiry of Dennis Cunning, Lynne Baker, Phillip Halliwell, and
Neil Stocks only, and of no other person and the Vendor shall not be required to have
made any additional enquiries;
	 
	 	(D)	 	references to:






	 	(1)	 	clauses and schedules are references to clauses of and schedules
to this Agreement, references to paragraphs are, unless otherwise stated,
references to paragraphs of the schedule in which the reference appears, and
references to this Agreement include the schedules;
	 
	 	(2)	 	the singular shall include the plural and vice versa and
references to one gender include any other gender;
	 
	 	(3)	 	any party includes its successors in title and permitted assigns;
	 
	 	(4)	 	a “person” includes any individual, partnership, body corporate,
corporation sole or aggregate, state or agency of a state, and any
unincorporated association or organisation, in each case whether or not having
separate legal personality;
	 
	 	(5)	 	a “company” includes any company, corporation or other body
corporate wherever and however incorporated or established;
	 
	 	(6)	 	times of the day are to London time unless otherwise stated;
	 
	 	(7)	 	writing shall include any modes of reproducing words in a legible
and non-transitory form; and
	 
	 	(8)	 	any English legal term for any action, remedy, method of judicial
proceeding, legal document, legal status, court official or any other legal
concept or thing shall in respect of any jurisdiction other than England be
deemed to include what most nearly approximates in that jurisdiction to the
English legal term;






	 	(E)	 	words introduced by the word “other” shall not be given a restrictive meaning
because they are preceded by words referring to a particular class of acts, matters or
things; and
	 
	 	(F)	 	general words shall not be given a restrictive meaning because they are
followed by words which are particular examples of the acts, matters or things covered
by the general words and the word “including” shall be construed without limitation.






	1.3	 	Headings
	 
	 	 	The headings and sub-headings are inserted for convenience only and shall not affect the
construction of this Agreement.
	 
	1.4	 	Schedules
	 
	 	 	Each of the schedules shall have effect as set out in this Agreement.




6









 






	2.	 	Sale of Shares
	 
	2.1	 	Sale and Purchase
	 
	 	 	Subject to the terms of this Agreement, the Vendor shall sell with full title guarantee and
the Purchaser shall purchase, free from all Encumbrances and together with all rights now or
hereafter attaching thereto the entire issued share capital of the Company comprising
2,415,000 ordinary shares of £0.50 each.
	 
	2.2	 	No sale of part only
	 
	 	 	Neither the Vendor nor the Purchaser shall be obliged to complete the sale and purchase of
any of the Shares unless the sale and purchase of all the Shares is completed
simultaneously.
	 
	3.	 	Consideration
	 
	3.1	 	Initial Consideration
	 
	 	 	The Initial Consideration for the sale of the Shares shall be the payment by the Purchaser
of the sum of £20,100,000 subject to adjustment as set out in this Agreement (including
without limitation schedule 6 and schedule 7) and in the Tax Deed.
	 
	3.2	 	Anti-embarrassment
	 
	 	 	The Purchaser hereby covenants with the Vendor that the Purchaser shall pay to the Vendor a
sum equal to the whole of the Net Proceeds (the “Additional Consideration”) by way of
additional consideration for the Shares, if a Disposal is made within 18 months of the
Completion Date. The provisions of this clause 3.2 are subject to clauses 3.3 to 3.6
(inclusive).
	 
	3.3	 	The Purchaser hereby covenants with the Vendor that it shall ensure that:






	 	(A)	 	any Disposal falling within clause 3.2 above, shall be made by way of an
agreement in writing, such agreement to provide for completion of such Disposal to take
place at a specified time and place on a specified date;
	 
	 	(B)	 	in respect of any Disposal falling within clause 3.2 above, the Purchaser shall
pay to the Vendor within 5 Business Days of receiving the cash proceeds of such
Disposal (or, if it receives non-cash consideration, within 5 Business Days of such
non-cash consideration being determined in accordance with clause 3.3(D) below) an
amount equal to the Gross Proceeds less the Disposal Costs Retainer;
	 
	 	(C)	 	at the time payment is made to the Vendor pursuant to clause 3.3(B) the
Purchaser shall deposit the Disposal Costs Retainer into an interest bearing account
until the Disposal Costs have been ascertained in accordance with clause 3.4; and
	 
	 	(D)	 	if any part of the consideration for any Disposal falling within clause 3.2
above is in non-cash form, the fair market value of such non-cash consideration shall
be determined by such independent chartered accountant as shall be appointed by
agreement between the parties, and failing such appointment, such person as shall be
appointed by the President for the time being of the Institute of Chartered Accountants
for England and Wales (on application made by either the Purchaser or the Vendor), who
shall act as expert not arbitrator, and the Purchaser shall make cash funds available
to pay such additional consideration to the Vendor within 5 Business Days following
such determination.






	3.4	 	The Disposal Costs shall be ascertained by the Purchaser by the later of the first
anniversary of the date of completion of the Disposal and the date of determination by the
independent chartered accountant of the non-cash consideration pursuant to clause 3.3(D). The
balance (if any) of the




7









 






	 	 	Disposal Costs Retainer less the ascertained Disposal Costs shall be paid by the Purchaser
to the Vendor within 10 Business Days of the ascertainment by the Purchaser of the Disposal
Costs together with a pro-rata share of any interest accrued on the Disposal Costs Retainer.






	3.5	 	The Purchaser shall notify the Vendor within 20 Business Days of entering into an agreement
in respect of any conditional or unconditional Disposal falling within clause 3.2 above, such
notification to include the consideration payable to the Purchaser in respect of such
Disposal.
	 
	3.6	 	Any payments of Additional Consideration to be made to the Vendor pursuant to this clause 3
shall be made in pounds sterling by way of electronic transfer into the account the Vendor
shall have notified in advance to the Purchaser.
	 
	3.7	 	The Purchaser shall procure that the Vendor is permitted access at reasonable times to all
relevant documents reasonably required by the Vendor to verify the compliance with the terms
of this clause 3.
	 
	3.8	 	The Vendor hereby covenants with the Purchaser that the Vendor shall deliver to the Purchaser
on the Completion Date any other relevant documents in the possession of the Vendor relating
to the Relevant Assets including without limitation contractual negotiations, legal advice or
legal opinion, title reports and any other documents.
	 
	4.	 	Completion
	 
	4.1	 	Completion shall take place at the offices of Latham & Watkins immediately following the
signing of this Agreement. At Completion:






	 	(A)	 	the Vendor shall do or procure the carrying out of all those things listed in
paragraph 1 of schedule 2; and
	 
	 	(B)	 	the Purchaser shall do or procure the carrying out of all those things listed
in paragraph 2 of schedule 2.






	4.2	 	Where the obligations of the Vendor or the Purchaser under this clause 4 and schedule 2 are
not complied with or waived on or prior to the Completion Date the Purchaser, in the case of
non-compliance by the Vendor, or the Vendor, in the case of non-compliance by the Purchaser,
may (in addition to and without prejudice to all other rights and remedies) by written notice
served on the other party on such date:






	 	(A)	 	defer Completion to a new date being not more than 20 Business Days following
the Completion Date (so that the provisions of this clause 4 shall apply to Completion
so deferred) provided that such deferral may only occur once;
	 
	 	(B)	 	proceed to Completion as far as practicable (without limiting its rights under
this Agreement); or
	 
	 	(C)	 	terminate this Agreement (other than clause 1 (Interpretation), clause 11
(Confidentiality), clause 12 (Announcements), clause 14 (Entire Agreement), clause 17
(Remedies), clause 20 (Assignment), clause 22 (Interest), clause 23 (Notices), clause
24 (Costs), clause 25 (Governing Law and Jurisdiction) and clause 27 (Process Agent)),
without liability on the part of the terminating party.






	5.	 	Stamping and share rights
	 
	5.1	 	As soon as reasonably practicable, and in any event within 3 months following Completion, the
Purchaser shall procure delivery of the stock transfer forms in respect of the Shares to the
stamp office for stamping and following their return, procure the registration of the
Purchaser as the legal holder of all of the Shares transferred to it under this Agreement.




8









 






	5.2	 	The Vendor declares that for as long as it remains the registered holder of any of the Shares
after Completion (and without prejudice to the Vendor’s right in respect of the Consideration)
it will:






	 	(A)	 	hold such Shares and the dividends and any other moneys paid or distributed in
respect of them after Completion and all rights arising out of or in connection with
them in trust for the Purchaser; and
	 
	 	(B)	 	deal with such Shares and all such dividends, distributions and rights as the
Purchaser may direct for the period between Completion and the day on which the
Purchaser or its nominee is entered in the register of members of the Company as the
holder of such Shares.






	5.3	 	With effect from Completion the Vendor irrevocably appoints the Purchaser as its attorney for
the purpose of exercising any rights, privileges or duties attaching to the Shares including
receiving notices of and attending and voting at all meetings of the members of the Company
from Completion to the day on which the Purchaser or its nominee is entered in the register of
members of the Company as the holder of such Shares.
	 
	5.4	 	For the purpose of clause 5.3, the Vendor authorises:






	 	(A)	 	the Company to send any notices in respect of its Shares to the Purchaser; and
	 
	 	(B)	 	the Purchaser to complete and return proxy cards, consents to short notice and
any other document required to be signed by the Vendors as a member of the Company.






	6.	 	Vendor Warranties
	 
	6.1	 	General






	 	(A)	 	The Vendor hereby warrants to the Purchaser in the terms of the Warranties
subject to the provisions of this Agreement and in particular the exclusions and
limitations in schedule 4.
	 
	 	(B)	 	Any sum payable by the Vendor in respect of any breach of the Warranties shall
be treated as a reduction in the Initial Consideration.
	 
	 	(C)	 	The Vendor acknowledges that the Purchaser is entering into this Agreement in
express reliance on the Warranties given by the Vendor.






	6.2	 	Disclosure
	 
	 	 	The Warranties are given subject to matters fairly disclosed (with sufficient details to
identify the nature and scope of the matter disclosed) in the Disclosure Letter and the
Purchaser shall have no claim in respect of any of the Warranties in relation to any fact or
matter so disclosed.
	 
	6.3	 	Warranties given on the date of this Agreement
	 
	 	 	The Warranties are given on the date of this Agreement and the Vendor is under no obligation
to disclose to the Purchaser anything which is or may constitute a breach of or be
inconsistent with any of the Warranties of which it may become aware after the date of this
Agreement.
	 
	6.4	 	Warranties Independent
	 
	 	 	Each of the Warranties shall be construed as a separate and independent Warranty and shall
not be restricted or limited by reference to any other Warranty or any term of this
Agreement.
	 
	6.5	 	Purchaser’s Remedies






	 	(A)	 	The Purchaser acknowledges that it has not been induced to enter into this
Agreement by, and that it does not in connection with this Agreement or its subject
matter rely on, any




9









 






	 	 	 	representation, warranty, promise or assurance by the Vendor or any other person save
for those contained in this Agreement. The Purchaser agrees that, subject only to
clause 6.5(B), it shall have no right or remedy in respect of, and shall not in
connection with any claim arising in relation to this Agreement or the Tax Deed or
their respective subject matters plead or assert the making or existence of, any
representation, warranty, promise or assurance save for those therein contained in
respect of which, the Purchaser shall have no right to rescind or terminate this
Agreement and the only remedy of the Purchaser shall be damages for breach of this
Agreement and such other remedies as are available under the Tax Deed.
	 
	 	(B)	 	Nothing in the Transaction Documents shall restrict, exclude or affect any
right or remedy available to the Purchaser in respect of fraud.






	6.6	 	Waiver of claims
	 
	 	 	The Vendor and the Purchaser waive and shall procure that all members of their respective
Groups shall waive any rights, remedies they may have against any employee, director, agent
or officer of the Vendor Group, the Company and any Subsidiary with respect to claims
arising out of any information, opinion or advice supplied or given (or omitted to be
supplied or given) in connection with the proposed entering into of this Agreement or the
other Transaction Documents and the sale of the Shares, other than in the case of fraud.
The rights of the said persons are intended to be enforceable under the Contracts (Rights of
Third Parties) Act 1999 and the parties to this Agreement may rescind or vary this Agreement
without the consent of any of such persons.
	 
	6.7	 	Purchaser Warranties
	 
	 	 	The Purchaser and the Purchaser Guarantor jointly and severally warrant to the Vendor as
follows:






	 	(A)	 	the Purchaser and the Purchaser Guarantor have the requisite power and
authority to enter into and perform this Agreement and any other agreement referred to
herein to which they are or have agreed to become a party (the “Purchaser Documents”);
	 
	 	(B)	 	this Agreement constitutes and the Purchaser Documents will, when executed,
constitute binding obligations of the Purchaser and/or the Purchaser Guarantor in
accordance with their respective terms;
	 
	 	(C)	 	no order has been made and no resolution has been passed for the winding up of
the Purchaser or the Purchaser Guarantor or for a provisional liquidator to be
appointed in respect of it and no petition has been presented and no meeting has been
convened for the purposes of winding up the Purchaser or the Purchaser Guarantor;
	 
	 	(D)	 	no administration order has been made and no petition for such an order has
been presented in respect of the Purchaser or the Purchaser Guarantor;
	 
	 	(E)	 	no receiver (which expression shall include an administrative receiver) has
been appointed in respect of the Purchaser or the Purchaser Guarantor;
	 
	 	(F)	 	neither the Purchaser nor the Purchaser Guarantor is insolvent or unable to pay
its debts within the meaning of s.123 Insolvency Act 1986 or has stopped paying its
debts as they fall due;
	 
	 	(G)	 	no voluntary arrangement has been proposed under s.1 of the Insolvency Act 1986
or any equivalent provision in a foreign jurisdiction in respect of the Purchaser or
the Purchaser Guarantor;
	 
	 	(H)	 	no event analogous to any of the foregoing has occurred in or outside England
with respect to the Purchaser or the Purchaser Guarantor;




10









 






	 	(I)	 	the Purchaser and the Purchaser Guarantor have obtained all necessary
shareholder and board approvals in respect of the entry into of this Agreement and the
Purchaser Documents; and
	 
	 	(J)	 	the execution and delivery of, and the performance by the Purchaser and the
Purchaser Guarantor of their obligations under, this Agreement and the Purchaser
Documents will not:






	 	(1)	 	be or result in a breach of any provision of the memorandum or
articles of association of the Purchaser or the Purchaser Guarantor;
	 
	 	(2)	 	be or result in a breach of, or constitute a default under, any
instrument to which the Purchaser or the Purchaser Guarantor is a party or by
which the Purchaser or the Purchaser Guarantor is bound and which is material in
the context of the transactions contemplated by this Agreement;
	 
	 	(3)	 	be or result in a breach of any order, judgment or decree of any
court or governmental agency to which the Purchaser or the Purchaser Guarantor
is a party or by which the Purchaser or the Purchaser Guarantor is bound and
which is material in the context of the transactions contemplated by this
Agreement; or
	 
	 	(4)	 	require the Purchaser or the Purchaser Guarantor to obtain any
consent or approval of, or give any notice to or make any registration with, any
governmental or other authority which has not been obtained or made at the date
hereof both on an unconditional basis and on a basis which cannot be revoked
(save pursuant to any legal or regulatory entitlement to revoke the same other
than by reason of any misrepresentation or misstatement); and






	 	(K)	 	the Purchaser and the Purchaser Guarantor have immediately available on an
unconditional basis (subject only to Completion) the necessary cash resources to meet
their obligations under this Agreement and the Purchaser Documents.






	6.8	 	Vendor Warranties
	 
	 	 	The Vendor and the Vendor Guarantor jointly and severally warrant to the Purchaser as
follows:






	 	(A)	 	the Vendor and the Vendor Guarantor have the requisite power and authority to
enter into and perform this Agreement and any other document referred to herein to
which they are or have agreed to become a party;
	 
	 	(B)	 	this Agreement constitutes and the other documents referred to herein will,
when executed, constitute binding obligations of the Vendor and/or the Vendor Guarantor
in accordance with their respective terms;
	 
	 	(C)	 	no order has been made and no resolution has been passed for the winding up of
the Vendor or the Vendor Guarantor or for a provisional liquidator to be appointed in
respect of it and no petition has been presented and no meeting has been convened for
the purposes of winding up the Vendor or the Vendor Guarantor;
	 
	 	(D)	 	no administration order has been made and no petition for such an order has
been presented in respect of the Vendor or the Vendor Guarantor;
	 
	 	(E)	 	no receiver (which expression shall include an administrative receiver) has
been appointed in respect of the Vendor or the Vendor Guarantor;
	 
	 	(F)	 	neither the Vendor nor the Vendor Guarantor is insolvent or unable to pay its
debts within the meaning of s.123 Insolvency Act 1986 or has stopped paying its debts
as they fall due;




11









 






	 	(G)	 	no voluntary arrangement has been proposed under s.1 of the Insolvency Act 1986
or any equivalent provision in a foreign jurisdiction in respect of the Vendor or the
Vendor Guarantor;
	 
	 	(H)	 	no event analogous to any of the foregoing has occurred in or outside England
with respect to the Vendor or the Vendor Guarantor;
	 
	 	(I)	 	the Vendor and the Vendor Guarantor have obtained all necessary shareholder and
board approvals in respect of the entry into of this Agreement and the Vendor
Documents; and
	 
	 	(J)	 	the execution and delivery of, and the performance by the Vendor and the Vendor
Guarantor of their obligations under, this Agreement and any other document referred to
herein will not:






	 	(1)	 	be or result in a breach of any provision of the memorandum or
articles of association of the Vendor or the Vendor Guarantor;
	 
	 	(2)	 	be or result in a breach of, or constitute a default under, any
instrument to which the Vendor or the Vendor Guarantor is a party or by which
the Vendor or the Vendor Guarantor is bound and which is material in the context
of the transactions contemplated by this Agreement;
	 
	 	(3)	 	be or result in a breach of any order, judgment or decree of any
court or governmental agency to which the Vendor or the Vendor Guarantor is a
party or by which the Vendor or the Vendor Guarantor is bound and which is
material in the context of the transactions contemplated by this Agreement; or
	 
	 	(4)	 	require the Vendor or the Vendor Guarantor to obtain any consent
or approval of, or give any notice to or make any registration with, any
governmental or other authority which has not been obtained or made at the date
hereof both on an unconditional basis and on a basis which cannot be revoked
(save pursuant to any legal or regulatory entitlement to revoke the same other
than by reason of any misrepresentation or misstatement).






	7.	 	Restrictive Covenants
	 
	7.1	 	Restricted Business
	 
	 	 	In this clause 7, “Restricted Business” means the business of the manufacture of commercial
vehicle exterior lighting systems carried on within the European Union and which directly or
indirectly competes with the business of the Company or any of the Subsidiaries carried on
at the Completion Date.
	 
	7.2	 	Undertakings
	 
	 	 	The Vendor undertakes (for the benefit of the Purchaser, the Company and the Subsidiaries)
that the Vendor will not and that it will procure that none of the members of the Vendor’s
Group will:






	 	(A)	 	for the period of 60 months after the Completion Date, either on its own
account or in conjunction with or on behalf of any person, firm or company, carry on or
be engaged, concerned or interested (directly or indirectly and whether as principal,
shareholder, director, employee, agent, consultant, partner or otherwise) in carrying
on any Restricted Business, other than as a holder for investment purposes only (which
shall exclude a management function or any material influence) of any shares,
debentures or other participation and a holding of not more than 5 per cent of any
class of shares or debentures shall be deemed to be for such purposes unless the
contrary is shown;




12









 






	 	(B)	 	for the period of 18 months after the Completion Date, either on its own
account or in conjunction with or on behalf of any person, firm or company, solicit or
endeavour to entice away from the Company or any of the Subsidiaries any person who at
the Completion Date is (or who within a period of one year prior to the Completion Date
has been) an officer or employee of, or an independent contractor supplying his/her
labour or services to, the Company or any of the Subsidiaries whether or not such
person would commit a breach of contract by reason of leaving service or office; and
	 
	 	(C)	 	for the period of 18 months after the Completion Date, in connection with any
Restricted Business, either on its own account or in conjunction with or on behalf of
any person, firm or company, solicit the custom of or endeavour to entice away from the
Company or any of the Subsidiaries any person who at the Completion Date is (or who
within a period of one year prior to the Completion Date has been) a client or customer
of the Company or any of the Subsidiaries whether or not such person would commit a
breach of contract by reason of transferring business.






	7.3	 	Separate undertakings
	 
	 	 	Each of the undertakings in clause 7.2 shall be construed as a separate and independent
undertaking and if one or more of the undertakings is held to be void or unenforceable, the
validity of the remaining undertakings shall not be affected.
	 
	7.4	 	Reasonableness
	 
	 	 	The Vendor agrees that each of the restrictions and undertakings contained in clauses 7.2
are reasonable and necessary for the protection of the Purchaser’s legitimate interests in
the goodwill of the Company and the Subsidiaries, but if any such restriction or undertaking
shall be found to be void or voidable but would be valid and enforceable if some part or
parts of the restriction or undertaking were deleted, such restriction or undertaking shall
apply with such modification as may be necessary to make it valid and enforceable.
	 
	7.5	 	Void or unenforceable restrictions
	 
	 	 	Without prejudice to clause 7.4, if any restriction or undertaking is found by any court or
other competent authority to be void or unenforceable the parties shall negotiate in good
faith to replace such void or unenforceable restriction or undertaking with a valid
provision which, as far as possible, has the same commercial effect as that which it
replaces.
	 
	8.	 	Specific Indemnity
	 
	8.1	 	Indemnity by Vendor
	 
	 	 	Subject to the limitations in clause 8.3, the Vendor indemnifies and holds harmless the
Purchaser in respect of any liability of a Group Company to pay any VAT (or equivalent tax)
in Germany which arose prior to Completion in connection with any supplies made to or by any
company within the Daimler Chrysler group including, for the avoidance of doubt, any related
fines, interest or penalties arising in connection with such supplies (unless such amount is
already recovered by the Purchaser under the Tax Deed or has been provided for in the
Completion Accounts).
	 
	8.2	 	Set-off Right
	 
	 	 	The Purchaser is entitled to set-off any amounts that are due and payable pursuant to clause
8.1 against any amounts that are due and payable by the Purchaser to the Vendor under this
Agreement, in particular, any payment to be made by the Purchaser to the Vendor under
schedule 6, schedule 7 or clause 3.2 of this Agreement.




13









 






	8.3	 	Limitations on Liability
	 
	 	 	The following limitations contained in schedule 4 apply to an Indemnity Claim:






	 	(A)	 	paragraph 4 (Matters reflected in accounts);
	 
	 	(B)	 	paragraph 8 (Recovery from third parties)
	 
	 	(C)	 	paragraph 9 (Non quantifiable liabilities)
	 
	 	(D)	 	paragraph 10 (Mitigation)
	 
	 	(E)	 	paragraph 11 (No duplication of recovery)






For the avoidance of doubt, all other provisions contained in schedule 4 do not apply to an
Indemnity Claim.




	8.4	 	No disclosures
	 
	 	 	For the avoidance of doubt, an Indemnity Claim is not subject to any disclosures contained
in the Disclosure Letter, and Indemnity Claims exist irrespective of any facts or matters
being known to the Purchaser.
	 
	8.5	 	Reduction in Consideration
	 
	 	 	Any sum payable by the Vendor in respect of an Indemnity Claim (including by way of set-off)
shall be treated as a reduction in the Initial Consideration.
	 
	9.	 	Post Completion Obligations
	 
	9.1	 	Books and Records
	 
	 	 	The Purchaser shall procure that:






	 	(A)	 	the Company and the Subsidiaries shall preserve until the seventh anniversary
of Completion all books, records and documents of the Company and the Subsidiaries
relating to taxation or claims under the Warranties or the Tax Deed which are at
Completion in the possession under the control of each of them or insofar as the same
record matters occurring on or before Completion; and
	 
	 	(B)	 	until the seventh anniversary of Completion (or in the event of any claim being
made by the Purchaser under the Warranties or the Tax Deed until such later time as the
same is determined) the Vendor and its agents, accountants, solicitors and other
professional advisers shall be allowed the right to inspect and, at the Vendor’s
expense, take copies of the books, records and documents referred to in clause 9.1(A))
(but only in relation to matters recorded therein which occurred on or before
Completion) at all reasonable times upon the Vendor giving reasonable notice of such
requirement to the Company or the relevant Subsidiary.






	10.	 	Parent Guarantors
	 
	10.1	 	Vendor Guarantor






	 	(A)	 	The Vendor Guarantor irrevocably and unconditionally guarantees to the
Purchaser the due and punctual performance of all the obligations of the Vendor
contained in this Agreement and the Transaction Documents and shall pay to the
Purchaser from time to time on demand any sum of money which the Vendor shall at any
time be liable to pay to the Purchaser under or pursuant to this Agreement and the
Transaction Documents and which has not been paid at the time the demand is made. The
obligations of the Vendor Guarantor in this clause




14









 






	 	 	 	10.1(A) are primary obligations and not a mere surety and shall not be affected by
any of the obligations of Vendor being void, voidable or unenforceable for any reason
and in such event the Vendor Guarantor shall perform the obligations of the Vendor as
if it were primarily liable for the performance.
	 
	 	(B)	 	The obligations of the Vendor Guarantor pursuant to clause 10.1(A) shall be
continuing obligations and shall not be satisfied, discharged or affected by any
intermediate payment or settlement of account or any change in the constitution or
control of, or the insolvency of, or any bankruptcy, winding up or analogous
proceedings relating to, the Vendor.
	 
	 	(C)	 	The liability of the Vendor Guarantor pursuant to clause 10.1(A) shall not be
affected by any arrangement which the Purchaser may make with the Vendor or with any
other person which (but for this clause 10.1(C)) might operate to diminish or discharge
the liability of or otherwise provide a defence to a surety. Without prejudice to the
generality of the foregoing, the Purchaser is to be at liberty at any time and without
reference to the Vendor Guarantor to grant any time for payment or grant any other
indulgence or agree to any amendment, variation, waiver or release in respect of any of
the obligations of the Vendor under this Agreement or the Transaction Documents and to
give up, deal with, vary, exchange or abstain from perfecting or enforcing any other
securities or guarantees held by the Purchaser at any time and to discharge any party
to such securities or guarantees and to realise such securities or guarantees or any of
them, as the Purchaser thinks fit, and to compound with, accept compositions from and
make any other arrangements with the Vendor or any person or persons liable on other
securities or guarantees held or to be held by the Purchaser without affecting the
liability of the Vendor Guarantor under clause 10.1(A).
	 
	 	(D)	 	So long as the Vendor remains under any actual or contingent obligation under
this Agreement or the Transaction Documents the Vendor Guarantor shall not exercise any
rights which it may at any time have by reason of the performance of its obligations
under clause 10.1(A) to be indemnified by the Vendor, to claim any contribution from
any other surety of the obligations of the Vendor or to take the benefit (in whole or
in part and whether by way of subrogation or otherwise) of any of the rights of the
Purchaser under this Agreement or the Transaction Documents or of any other security
taken by the Purchaser pursuant to or in connection with this Agreement or the
Transaction Documents.
	 
	 	(E)	 	The liability of the Vendor Guarantor pursuant to clause 10.1(A) shall not be
affected by the avoidance of any assurance, security or payment or any release,
settlement or discharge which may have been given or made on the faith of any
assurance, security or payment, in either case, under any enactment relating to
bankruptcy or insolvency.






	10.2	 	Purchaser Guarantor






	 	(A)	 	The Purchaser Guarantor irrevocably and unconditionally guarantees to the
Vendor the due and punctual performance of all the obligations of the Purchaser
contained in this Agreement and the Purchaser Documents and shall pay to the Vendor
from time to time on demand any sum of money which the Purchaser shall at any time be
liable to pay to the Vendor under or pursuant to this Agreement and the Purchaser
Documents and which has not been paid at the time the demand is made. The obligations
of the Purchaser Guarantor in this clause 10.2(A) are primary obligations and not a
mere surety and shall not be affected by any of the obligations of Purchaser being
void, voidable or unenforceable for any reason and in such event the Purchaser
Guarantor shall perform the obligations of the Purchaser as if it were primarily liable
for the performance.
	 
	 	(B)	 	The obligations of the Purchaser Guarantor pursuant to clause 10.2(A) shall be
continuing obligations and shall not be satisfied, discharged or affected by any
intermediate payment or settlement of account or any change in the constitution or
control of, or the insolvency of, or any bankruptcy, winding up or analogous
proceedings relating to, the Purchaser.




15









 






	 	(C)	 	The liability of the Purchaser Guarantor pursuant to clause 10.2(A) shall not
be affected by any arrangement which the Purchaser may make with the Vendor or with any
other person which (but for this clause 10.2(C)) might operate to diminish or discharge
the liability of or otherwise provide a defence to a surety. Without prejudice to the
generality of the foregoing, the Vendor is to be at liberty at any time and without
reference to the Purchaser Guarantor to grant any time for payment or grant any other
indulgence or agree to any amendment, variation, waiver or release in respect of any of
the obligations of the Purchaser under this Agreement or the Purchaser Documents and to
give up, deal with, vary, exchange or abstain from perfecting or enforcing any other
securities or guarantees held by the Vendor at any time and to discharge any party to
such securities or guarantees and to realise such securities or guarantees or any of
them, as the Vendor thinks fit, and to compound with, accept compositions from and make
any other arrangements with the Purchaser or any person or persons liable on other
securities or guarantees held or to be held by the Vendor without affecting the
liability of the Purchaser Guarantor under clause 10.2(A).
	 
	 	(D)	 	So long as the Purchaser remains under any actual or contingent obligation
under this Agreement or the Purchaser Documents the Purchaser Guarantor shall not
exercise any rights which it may at any time have by reason of the performance of its
obligations under clause 10.2(A) to be indemnified by the Purchaser, to claim any
contribution from any other surety of the obligations of the Purchaser or to take the
benefit (in whole or in part and whether by way of subrogation or otherwise) of any of
the rights of the Vendor under this Agreement or the Purchaser Documents or of any
other security taken by the Vendor pursuant to or in connection with this Agreement or
the Purchaser Documents.
	 
	 	(E)	 	The liability of the Purchaser Guarantor pursuant to clause 10.2(A) shall not
be affected by the avoidance of any assurance, security or payment or any release,
settlement or discharge which may have been given or made on the faith of any
assurance, security or payment, in either case, under any enactment relating to
bankruptcy or insolvency.






	11.	 	Confidentiality
	 
	11.1	 	Confidentiality
	 
	 	 	Subject to clause 11.2 and to clause 12, each party shall treat as strictly confidential:






	 	(A)	 	the provisions of this Agreement and the process of their negotiation;
	 
	 	(B)	 	in relation to the obligations of the Vendor under this clause 11, any
information received or held by the Vendor or any of its Representatives where such
information relates to the Purchaser Group or, following Completion, any Group Company;
	 
	 	(C)	 	in relation to the obligations of the Purchaser under this clause 11 any
information received or held by the Purchaser or any of its Representatives where such
information relates to the Vendor Group or, prior to Completion, any Group Company,






together (“Confidential Information”).




Each party shall not, except with the prior written consent of the other party (which shall
not be unreasonably withheld or delayed), make use of (save for the purposes of performing
its obligations under this Agreement) or disclose to any person any Confidential
Information.




	11.2	 	Permitted disclosure or use
	 
	 	 	Clause 11.1 shall not apply if and to the extent that the party using or disclosing
Confidential Information can demonstrate that:





16









 






	 	(A)	 	such disclosure is required by Law or regulation or by any stock exchange or
any supervisory, regulatory, governmental or anti-trust body (including, for the
avoidance of doubt, any tax authority) having applicable jurisdiction; or
	 
	 	(B)	 	such disclosure is required in order to facilitate any assignment or proposed
assignment of the whole or any part of the rights or benefits under this Agreement
which is permitted by clause 20; or
	 
	 	(C)	 	the Confidential Information concerned was lawfully in its possession or the
possession of any of its Representatives (as evidenced by written records) and not
subject to any obligation of secrecy on its part prior to its being received or held as
set out in clause 11.1 (other than information held by the Vendor or its
Representatives regarding the Group Companies which is expressly excluded from the
scope of this sub-paragraph); or
	 
	 	(D)	 	the Confidential Information concerned has come into the public domain other
than through its fault (or that of its Representatives) or the fault of any person to
whom such Confidential Information has been disclosed in accordance with this clause
11.2.






	11.3	 	Disclosure to Representatives
	 
	 	 	Each of the Vendor and the Purchaser undertakes that it shall (and shall procure that its
Affiliates shall) only disclose Confidential Information to Representatives where it is
reasonably required for the purposes of exercising its rights or performing its obligations
under this Agreement or the other Transaction Documents and only where the Representatives
are informed of the confidential nature of the Confidential Information and the provisions
of this clause 11.
	 
	11.4	 	Continuance of restrictions
	 
	 	 	The restrictions contained in this clause 11 shall survive termination and/or Completion and
shall continue for a period of five years from the Completion Date.
	 
	12.	 	Announcements
	 
	12.1	 	Restrictions
	 
	 	 	Subject to clauses 12.2 and 12.4, and whether or not any restriction contained in clause 11
applies, no party to this Agreement shall make any announcement, (including any
communication to the public, to any customers or suppliers of any Group Company, or to all
or any of the employees of any Group Company) concerning the provisions or subject matter of
this Agreement or containing any information about any other party without the prior written
approval of the other (which shall not be unreasonably withheld or delayed).
	 
	12.2	 	Permitted announcements
	 
	 	 	Clause 12.1 shall not apply if, and to the extent that, an announcement is required by Law
or regulation or by any stock exchange or any supervisory, regulatory, governmental or
anti-trust body (including, for the avoidance of doubt, any tax authority) having applicable
jurisdiction and whether or not the requirement and provided that any such announcement
shall wherever possible be made only after consultation with the other parties.
	 
	12.3	 	Continuance of restrictions
	 
	 	 	The restrictions contained in this clause 12 shall survive Completion and shall continue for
a period of 30 days from the Completion Date.




17









 






	12.4	 	Announcements to customers and suppliers
	 
	 	 	As soon as practicable after Completion the Vendor and the Purchaser shall procure that a
joint announcement of the sale and purchase of the Shares is made to the customers and
suppliers of the Company and each Subsidiary in such form as they may agree.
	 
	13.	 	Further assurance
	 
	 	 	The parties hereto shall (and shall procure that their respective Affiliates shall), at
their own cost, do, execute and perform all such further deeds, documents, assurances, acts
and things as may be reasonably required to give effect to the terms of this Agreement and
to secure for the Purchaser or the Vendor (as the case may be) the full benefit of the
rights, powers and remedies conferred upon them in this Agreement.
	 
	14.	 	Entire agreement
	 
	14.1	 	This Agreement and the other Transaction Documents together set out the entire agreement
between the parties relating to the sale and purchase of the Shares and, save to the extent
expressly set out in this Agreement or any of the Transaction Documents, supersedes and
extinguishes any prior drafts, agreements, undertakings, representations, warranties,
promises, assurances and arrangements of any nature whatsoever, whether or not in writing,
relating thereto.
	 
	14.2	 	It is agreed that save to the extent expressly set out in this Agreement:






	 	(A)	 	neither party has entered into this Agreement or any other Transaction Document
in reliance upon, nor shall either party have any claim or remedy in respect of, any
statement, representation, warranty, undertaking, assurance, collateral contract or
other provision made by or on behalf of the other party which is not, expressly set out
in this Agreement or any other Transaction Document;
	 
	 	(B)	 	the only right or remedy of a party in relation to any statement,
representation, warranty, undertaking, assurance, collateral contract or other
provision set out in this Agreement or any other Transaction Document shall be for
breach of this Agreement or the relevant Transaction Document to the exclusion of all
other rights and remedies;
	 
	 	(C)	 	except for any liability which a party has under or in respect of any breach of
this Agreement or any of the other Transaction Documents neither party shall owe any
duty of care or have any liability in tort or otherwise to the other party in respect
of, arising out of, or in any way relating to the sale and purchase of the Shares.






	14.3	 	Nothing in this clause 14 shall exclude any liability for (or remedy in respect of)
fraudulent misrepresentation.
	 
	15.	 	Post Completion effect of Agreement
	 
	 	 	This Agreement shall, as regards the Warranties and any other of its provisions remaining to
be performed or capable of having or taking effect following the Completion Date, remain in
full force and effect following the Completion Date.
	 
	16.	 	Waiver and variation
	 
	16.1	 	No delay or omission by any party hereto at any time to require performance of any provision
of this Agreement shall not affect its right to enforce such provision at a later time. No
waiver by any party hereto of any condition or the breach of any term, covenant,
representation or warranty contained in this Agreement whether by conduct or otherwise in any
one or more instances shall be deemed to be, or construed as, a further or continuing waiver
of any such condition or breach or a waiver of any
other condition or be deemed to be or construed as the breach or a waiver, of any other
term, covenant, representation or warranty contained in this Agreement.




18









 






	16.2	 	No amendment, variation or waiver of this Agreement shall be valid unless it is in writing
and duly executed by or on behalf of all of the parties to this Agreement for the time being.
	 
	16.3	 	Unless expressly agreed, no variation shall constitute a general waiver of any provision of
this Agreement, nor shall it affect any rights or obligations under or pursuant to this
Agreement which have already accrued up to the date of variation and the rights and
obligations under or pursuant to this Agreement shall remain in full force and effect except
and only to the extent that they are varied.
	 
	17.	 	Remedies
	 
	 	 	So far as permitted by Law and except in the case of fraud, each party agrees and
acknowledges that its only right and remedy in relation to any representation, warranty or
undertaking made or given in connection with this agreement shall be for breach of the terms
of this agreement to the exclusion of all other rights and remedies (including those in tort
or arising under statute).
	 
	18.	 	Invalidity
	 
	 	 	Where any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
respect under the laws of any jurisdiction then such provision shall be deemed to be severed
from this Agreement and, if possible, replaced with a lawful provision which, as closely as
possible, gives effect to the intention of the parties under this Agreement and, where
permissible, that shall not affect or impair the legality, validity or enforceability in
that, or any other, jurisdiction of any other provision of this Agreement.
	 
	19.	 	Time of the essence
	 
	 	 	Except as otherwise stated in this Agreement, time is of the essence of each provision of
this Agreement.
	 
	20.	 	Assignment
	 
	 	 	This Agreement is personal to the parties to it. Accordingly, no party shall be entitled to
assign, hold on trust or otherwise transfer the benefit of any provisions of this Agreement
or any benefit arising under or out of this Agreement without the prior written consent of
the other party.
	 
	21.	 	Counterparts
	 
	 	 	This Agreement may be executed in any number of counterparts but shall not be effective
until each party has executed at least the counterpart. Each counterpart shall constitute
an original of this Agreement but all the counterparts together shall constitute but one and
the same instrument.
	 
	22.	 	Interest
	 
	 	 	Where the Vendor or the Purchaser default in the payment when due of any damages or other
sum payable by virtue of this Agreement any other Transaction Documents the liability of the
Vendor or the Purchaser (as the case may be) shall be increased to include interest on such
sum from the date when payment is due to the date of actual payment (both before and after
judgment) at that annual rate which is 3% above the base rate of Royal Bank of Scotland PLC
from time to time in effect during such period. Such interest shall accrue from day to day
and shall be payable without prejudice to any other remedy available to the Vendor or the
Purchaser (as the case may be) in respect of such default.




19









 






	23.	 	Notices
	 
	23.1	 	Any notice (which term shall include any other communication) required to be given under this
Agreement or in connection with the matters contemplated herein shall, except where otherwise
specifically provided, be in writing, in the English language.
	 
	23.2	 	Any such notice or other communication shall be addressed as provided in clause 23.3 and may
be:






	 	(A)	 	personally delivered in which case it shall be deemed to have been given upon
delivery of the relevant address; or
	 
	 	(B)	 	if within the United Kingdom, sent by first class pre-paid post, in which case
it shall be deemed to have been given two Business Days after the date of posting;
	 
	 	(C)	 	if from or to any place outside the United Kingdom, sent by air courier, in
which case it shall be deemed to have been given two Business Days after its delivery
to a representative of the courier;
	 
	 	(D)	 	if from or to any place outside the United Kingdom, sent by pre-paid airmail,
in which case it shall be deemed to have been given five Business Days after the date
of posting; or
	 
	 	(E)	 	sent by facsimile (with a copy by post), in which case it shall be deemed to
have been given when despatched subject to confirmation of uninterrupted transmission
by a transmission report






Provided that in the case of clause 23.2(E) any notice despatched after 17:00 hours (at the
place where such notice is to be received) on any day shall be deemed to have been received
at 09:00 hours on the next Business Day.




	23.3	 	Notices under this Agreement shall be sent to a party at its address subject to clause 23.4 below:





	 	 	 	 	 
	 

	 	For the Vendor:	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	UIS Industries Limited
	 

	 	For the attention of:
	 	Keith Zar
	 

	 	Address:
	 	14601 Highway 41 North, Evansville, IN 47725, USA
	 

	 	Fax Number:
	 	+1 812 867 4157
	 
	 	 	 	 
	 

	 	For the Vendor Guarantor:	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	United Components, Inc.
	 

	 	For the attention of:
	 	Keith Zar
	 

	 	Address:
	 	14601 Highway 41 North, Evansville, IN 47725, USA
	 

	 	Fax Number:
	 	+1 812 867 4157
	 
	 	 	 	 
	 

	 	For the Purchaser:	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Truck-Lite Co. Limited
	 

	 	For the attention of:
	 	Brian Kupchella
	 

	 	Address:
	 	Waterfall Lane, Cradley Heath, West Midlands B64 6QB
	 

	 	Fax Number:
	 	+44 (0)121 561 7001






20









 






	 	 	 	 	 
	 

	 	with a copy to:	 	 
	 
	 

	 	Name:
	 	Penske Corporation
	 

	 	For the attention of:
	 	Pat Conroy
	 

	 	Address:
	 	2555 Telegraph Road, Bloomfield Hills, MI 48302, USA
	 

	 	Fax Number:
	 	+1 248 648 2005
	 
	 	 	 	 
	 

	 	and with a further copy to:	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Pinsent Masons
	 

	 	For the attention of:
	 	Jay Birch
	 

	 	Address:
	 	City Point, 1 Ropemaker Street, London EC2Y 9AH
	 

	 	Fax Number:
	 	+44 (0) 20 7418 7050
	 
	 	 	 	 
	 

	 	For the Purchaser Guarantor:	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Truck-Lite Co., Inc.
	 

	 	For the attention of:
	 	Brian Kupchella
	 

	 	Address:
	 	c/o Truck-Lite Co. Limited, Waterfall Lane, Cradley Heath, West Midlands B64 6QB
	 

	 	Fax Number:
	 	+1 248 648 2005
	 
	 	 	 	 
	 

	 	with a copy to:	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Pinsent Masons
	 

	 	For the attention of:
	 	Jay Birch
	 

	 	Address:
	 	City Point, 1 Ropemaker Street, London EC2Y 9AH
	 

	 	Fax Number:
	 	+44 (0) 20 7418 7050







	23.4	 	Any party to this Agreement may notify the other parties of any change to its address or
other details specified in clause 23.3 provided that such notification shall only be effective
on the date specified in such notice or five Business Days after the notice is given,
whichever is later.
	 
	24.	 	Costs
	 
	 	 	Except as otherwise stated in this Agreement, each party shall bear their own costs arising
out of or in connection with the preparation, negotiation and implementation of this
Agreement and all other Transaction Documents.
	 
	25.	 	Governing law and jurisdiction
	 
	25.1	 	This Agreement shall be governed by, and construed in accordance with, English Law.
	 
	25.2	 	In relation to any legal action or proceedings to enforce this Agreement or arising out of or
in connection with this Agreement (“Proceedings”) each of the parties irrevocably submits to
the exclusive jurisdiction of the English courts and waives any objection to Proceedings in
such courts on the grounds of venue or on the grounds that the Proceedings have been brought
in an inappropriate forum.
	 
	26.	 	Contracts (Rights Of Third Parties) Act 1999 
	 
	 	 	Save as otherwise provided, no person who is not a party to this Agreement shall have any
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Agreement.
	 
	27.	 	Process agents
	 
	26.1	 	Process agent of Vendor Guarantor




21









 






	 	 	The Vendor Guarantor irrevocably appoints the Vendor as its process agent to receive on its
behalf service of process in any Proceedings in England, service upon whom shall be good
service upon the Vendor Guarantor whether or not forwarded to or received by the Vendor
Guarantor. Where, for any reason the process agent ceases to be able to act as process
agent, or no longer has an address in England, the Vendor Guarantor irrevocably agrees to
appoint a substitute process agent with an address in England acceptable to the Purchaser
and to deliver to the Purchaser a copy of the substitute process agent’s acceptance of that
appointment within 20 Business Days. In the event that the Vendor Guarantor fails to
appoint a substitute process agent, it shall be effective service for the Purchaser to serve
the process upon the last known address in England of the last known process agent for the
Vendor Guarantor notified to the Purchaser, notwithstanding that such process agent is no
longer found at such address or has ceased to act.
	 
	26.1	 	Process agent of Purchaser Guarantor
	 
	 	 	The Purchaser Guarantor irrevocably appoints the Purchaser as its process agent to receive
on its behalf service of process in any Proceedings in England, service upon whom shall be
good service upon the Purchaser Guarantor whether or not forwarded to or received by the
Purchaser Guarantor. Where, for any reason the process agent ceases to be able to act as
process agent, or no longer has an address in England, the Purchaser Guarantor irrevocably
agrees to appoint a substitute process agent with an address in England acceptable to the
Vendor and to deliver to the Vendor a copy of the substitute process agent’s acceptance of
that appointment within 20 Business Days. In the event that the Purchaser Guarantor fails
to appoint a substitute process agent, it shall be effective service for the Vendor to serve
the process upon the last known address in England of the last known process agent for the
Purchaser Guarantor notified to the Vendor, notwithstanding that such process agent is no
longer found at such address or has ceased to act.
	 
	 	 	IN WITNESS whereof this Agreement has been duly executed as a deed on the date written
above.






22










 





SCHEDULE 1: PARTICULARS OF GROUP COMPANIES




PART 1: DETAILS OF THE COMPANY




	 	 	 
	Company Name
	 	Flexible Lamps Limited
	 
	 	 
	Registered Number
	 	195431
	 
	 	 
	Registered Office
	 	Barrows Road, Harlow, Essex CM19 5FA
	 
	 	 
	Date and Place of Incorporation
	 	England and Wales, 31 January 1924
	 
	 	 
	Directors
	 	Bruce Zorich, Charles Dickson, Dennis Cunning and Lynne Baker
	 
	 	 
	Secretary
	 	Philip Halliwell
	 
	 	 
	Authorised Share Capital
	 	2,415,000 ordinary shares of £0.50 each
	 
	 	 
	Issued Share Capital
	 	2,415,000 ordinary shares of £0.50 each
	 
	 	 
	Shareholders and Shares Held
	 	UIS Industries Limited, 2,415,000 shares
	 
	 	 
	Accounting Reference Date
	 	31 December
	 
	 	 
	Auditors
	 	Grant Thornton UK LLP
	 
	 	 
	Tax Residence
	 	United Kingdom
	 
	 	 
	Subsidiaries
	 	Rubbolite Industries Limited, T.H Quinton Limited, G.Weil Limited, Flexible Lamps EURL and Flexible Lamps (WUXI) CV Parts Co Ltd






PART 2: DETAILS OF THE SUBSIDIARIES




	 	 	 
	Company Name
	 	Rubbolite Industries Limited
	 
	 	 
	Registered Number
	 	249823
	 
	 	 
	Registered Office
	 	Barrows Road, Harlow, Essex CM19 5FA
	 
	 	 
	Date and Place of
Incorporation
	 	England and Wales, 30 July 1930
	 
	 	 
	Directors
	 	Bruce Zorich, Charles Dickson, Dennis Cunning
	 
	 	 
	Secretary
	 	Philip Halliwell
	 
	 	 
	Authorised Share Capital
	 	20,000 ordinary shares of £1 each
	 
	 	 
	Issued Share Capital
	 	20,000 ordinary shares of £1 each
	 
	 	 
	Shareholders and Shares Held
	 	Flexible Lamps Limited, 20,0000 ordinary shares
	 
	 	 
	Accounting Reference Date
	 	31 December






23









 






	 	 	 
	Auditors
	 	Grant Thornton LLP
	 
	 	 
	Tax Residence
	 	United Kingdom
	 
	 	 
	Subsidiaries
	 	None
	 
	 	 
	Company Name
	 	T.H.Quinton Limited
	 
	 	 
	Registered Number
	 	546440
	 
	 	 
	Registered Office
	 	Barrows Road, Harlow, Essex CM19 5FA
	 
	 	 
	Date and Place of
Incorporation
	 	England and Wales, 24 March 1955
	 
	 	 
	Directors
	 	Bruce Zorich, Charles Dickson, Dennis Cunning
	 
	 	 
	Secretary
	 	Philip Halliwell
	 
	 	 
	Authorised Share Capital
	 	5,000 ordinary shares of £1 each
	 
	 	 
	 
	 	5,000 3% non-cumulative preference shares
	 
	 	 
	Issued Share Capital
	 	5,000 ordinary shares of £1 each
	 
	 	 
	 
	 	5,000 3% non-cumulative preference shares
	 
	 	 
	Shareholders and Shares Held
	 	Flexible Lamps Limited, 5,000 ordinary shares of £1 each, 5,000 £1 3% non-cumulative preference shares
	 
	 	 
	Accounting Reference Date
	 	31 December
	 
	 	 
	Auditors
	 	Grant Thornton LLP
	 
	 	 
	Tax Residence
	 	United Kingdom
	 
	 	 
	Subsidiaries
	 	None
	 
	 	 
	Company Name
	 	G. Weil Limited
	 
	 	 
	Registered Number
	 	1462132
	 
	 	 
	Registered Office
	 	Barrows Road, Harlow, Essex CM19 5FA
	 
	 	 
	Date and Place of
Incorporation
	 	England and Wales, 20 November 1979
	 
	 	 
	Directors
	 	Bruce Zorich, Charles Dickson, Dennis Cunning
	 
	 	 
	Secretary
	 	Philip Halliwell
	 
	 	 
	Authorised Share Capital
	 	100 ordinary shares of £1 each
	 
	 	 
	Issued Share Capital
	 	100 ordinary shares of £1 each






24









 






	 	 	 
	Shareholders and Shares Held
	 	Flexible Lamps Limited, 100 ordinary shares of £1 each
	 
	 	 
	Accounting Reference Date
	 	31 December
	 
	 	 
	Auditors
	 	Grant Thornton LLP
	 
	 	 
	Tax Residence
	 	United Kingdom
	 
	 	 
	Subsidiaries
	 	None
	 
	 	 
	Company Name
	 	Flexible Lamps France EURL
	 
	 	 
	Registered Number
	 	382 920 031 RCS Evry
	 
	 	 
	Registered Office
	 	3 Rue Eugenie Cordeau, 91140 Villebon Sur Yvette, France
	 
	 	 
	Date and Place of
Incorporation
	 	30 August 1991, France
	 
	 	 
	Directors
	 	Dennis Cunning
	 
	 	 
	Secretary
	 	NA
	 
	 	 
	Authorised Share Capital
	 	€70,000
	 
	 	 
	Issued Share Capital
	 	700 ordinary shares of €100 each
	 
	 	 
	Shareholders and Shares Held
	 	Flexible Lamps limited, 700 shares of €100 each
	 
	 	 
	Accounting Reference Date
	 	31 December
	 
	 	 
	Auditors
	 	NA
	 
	 	 
	Tax Residence
	 	France
	 
	 	 
	Subsidiaries
	 	None
	 
	 	 
	Company Name
	 	Flexible Lamps (WUXI) CV Parts Co Ltd
	 
	 	 
	Registered Number
	 	Qi Du SuXi Zong Fu Zi, No. 008038
	 
	 	 
	Registered Office
	 	Unit 11, Xiangnan Road, Shuofang Town, New District, Wuxi, PRC
	 
	 	 
	Date and Place of
Incorporation
	 	17 July 2006, PRC
	 
	 	 
	Directors
	 	Dennis Cunning, Lynne Baker, Philip Halliwell
	 
	 	 
	Secretary
	 	N.A.
	 
	 	 
	Registered Capital
	 	USD500,000
	 
	 	 
	Paid-in Capital
	 	USD 329,000






25









 






	 	 	 
	Shareholders and Shares Held
	 	Flexible Lamps Limited
	 
	 	 
	Accounting Reference Date
	 	31 December
	 
	 	 
	Auditors
	 	WUXI Dazhong Certified Public Accountants Co. Ltd
	 
	 	 
	Tax Residence
	 	China
	 
	 	 
	Subsidiaries
	 	None






26









 






SCHEDULE 2: COMPLETION ARRANGEMENTS





	1.	 	Vendor’s obligations
	 
	1.1	 	At Completion the Vendor shall deliver to the Purchaser:






	 	(A)	 	transfers of the Shares duly executed by the registered holders thereof in
favour of the Purchaser or its nominees together with the relevant share certificates
(or an express indemnity in a form satisfactory to the Purchaser in the case of any
missing certificate);
	 
	 	(B)	 	such waivers or consents as the Purchaser may require to enable the Purchaser
or its nominees to be registered as holders of the Shares;
	 
	 	(C)	 	letters of resignation in Agreed Form duly executed by each Director, other
than the Continuing Directors, in respect of their directorships of each Group Company
as set out in schedule 1;
	 
	 	(D)	 	a certified copy of a board resolution of the Vendor approving the execution
and entering into by the Vendor of the Transaction Documents.






	1.2	 	At Completion, and to the extent they are not already held by or to the order of the Company,
the Vendor shall deliver to the Purchaser as agent for the Company and the Subsidiaries:






	 	(A)	 	all the statutory and other books (duly written up to date) of the Company and
each of the Subsidiaries;
	 
	 	(B)	 	certificates in respect of all issued shares in the capital of each of the
Subsidiaries and transfers of all shares in any Subsidiary not registered in the name
of the Company or another Subsidiary in favour of such persons as the Purchaser shall
direct; and
	 
	 	(C)	 	the title deeds to the Premises other than in respect to those Premises which
are disclosed in the Disclosure Letter as being charged and the title deeds as being
held by the chargee.






	1.3	 	At Completion the Vendor shall procure that the Tax Deed and the Disclosure Letter is
executed and delivered to the Purchaser by the Vendor.






	1.4	 	At Completion the Vendor shall deliver to the Purchaser minutes of board meetings of the
Company and of each of the Subsidiaries, to:






	 	(A)	 	pass a resolution to approve, in the case of the Company, the transfers of the
Shares and, and (subject only to due stamping) to register, in the register of members,
each transferee as the holder of the shares concerned;
	 
	 	(B)	 	appoint as directors and/or secretary such persons as the Purchaser may
nominate, such appointments to take effect at the close of the meeting;
	 
	 	(C)	 	tender and accept the resignations and acknowledgements of the directors,
company secretary and auditors referred to in paragraph 1.1 each such acceptance to
take effect at the close of the meeting; and
	 
	 	(D)	 	give authority in favour of persons nominated by the Purchaser to operate bank
accounts of each Group Company.






	1.5	 	At Completion the Vendor shall procure the discharge of all guarantees and similar
obligations or undertakings given by the Company or any of the Subsidiaries in respect of the
obligations of any other person (and including the guarantees and obligations stipulated to be
discharged at Completion in the Disclosure Letter), such discharge to be given in Agreed Form.




27









 












	2.	 	Purchaser’s obligations
	 
	2.1	 	At Completion the Purchaser shall pay the Initial Consideration for the Shares as provided in
clause 3 of this Agreement by electronic transfer of funds to credit, for same day value, the
following account:





	 	 	 	 	 	 	 	 	 
	 
	 	Bank	 	Royal Bank of Scotland	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Account Name	 	Latham & Watkins - Client account	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Account number	 	20933502	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Sort Code	 	15-10-00	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Swift/BIC Code	 	RBOS GB 2L	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	IBAN No	 	GB55 RBOS 1510 0020 9335 02	 	 	 	 







	2.2	 	At Completion the Purchaser shall deliver to the Vendor:






	 	(A)	 	a counterpart of the Tax Deed and Disclosure Letter duly executed by the
Purchaser; and
	 
	 	(B)	 	a certified copy of a board resolution of the Purchaser approving the execution
and entering into by the Purchaser of this Agreement, the Tax Deed and the transactions
contemplated therein.






28










 





SCHEDULE 3: WARRANTIES









	1.	 	Shares in the Company and the Subsidiaries
	 
	1.1	 	The Company does not have any subsidiary undertakings other than the Subsidiaries. Listed in
part 2 of schedule 1 are all the Subsidiaries of the Company at the date of this Agreement and
the details therein contain the particulars of their allotted and issued share capital.
	 
	1.2	 	The Company is the sole legal and beneficial owner of the whole allotted and issued share
capital of each of the Subsidiaries and all such shares are fully paid up.
	 
	1.3	 	The Shares and the issued shares of the Subsidiaries are free from all Encumbrances.
	 
	1.4	 	No right has been granted to any person to require the Group to issue any share capital.
	 
	2.	 	Constitutional and corporate documents 
	 
	 	 	The copies of the memorandum and articles of association or other constitutional and
corporate documents of the all Group Companies which have been Disclosed to the Purchaser
are accurate true and complete in all material respects.
	 
	3.	 	Accounts
	 
	3.1	 	The Audited Accounts:






	 	(A)	 	have been prepared in accordance with GAAP and comply with the Companies Act
1985, as amended and with accounting standards, policies, principles and practices
generally accepted in the UK;
	 
	 	(B)	 	show a true and fair view of the assets, liabilities, financial position and
state of affairs of each member of the Group as at the Balance Sheet Date and of the
profits or losses of each member of the Group for the financial year ended on the
Balance Sheet Date;
	 
	 	(C)	 	have been audited in accordance with the provisions of the Companies Act 1985,
as amended;
	 
	 	(D)	 	include full provision or reserve as required by GAAP for all Tax (and for any
contingent or deferred liability to Tax) which has been or may be assessed or for which
any Group Company may become accountable in respect of any act, omission, or event
(whether of any Group Company or any other person) up to and including the Balance
Sheet Date;
	 
	 	(E)	 	include specific identification as required by GAAP of all material
non-recurring items of expenditure or income, transactions of an unusual nature or
entered into otherwise than on normal commercial terms and any other factors rendering
any Group Company profit or loss for all or any part of such periods unusually high or
low; and
	 
	 	(F)	 	have been prepared on a consistent basis and using consistent accounting
practice for the previous three financial years ended on the Balance Sheet Date.






	3.2	 	The Management Accounts have been prepared on a consistent basis with the Audited Accounts
and reasonably reflect:






	 	(A)	 	the state of affairs of the Group and its assets and liabilities as at the date
to which they were prepared;
	 
	 	(B)	 	the Group’s results for the period to which they relate taking into account the
purpose for which they were prepared;




29









 






	 	(C)	 	any material non-recurring items of expenditure or income, transactions of an
unusual nature or entered into otherwise than on normal commercial terms and any other
factors rendering any Group Company profit or loss for all or any part of such periods
unusually high or low.






	3.3	 	The Disclosure Letter contains full details of:






	 	(A)	 	all bank accounts, borrowing facilities, letter of credit issuance facilities,
safe custody and deposit facilities of each Group Company including the credit or debit
balances of each Group Company’s bank accounts on such date as is within the period of
5 Business Days prior to Completion (other than in respect of Flexible Lamps France
EURL which shall be in the period of 15 Business Days prior to Completion);
	 
	 	(B)	 	any notice of repayment of borrowings which are outstanding as at Completion;
	 
	 	(C)	 	all guarantees or support or indemnity of, or any security provided by, a third
party to a Group Company; and
	 
	 	(D)	 	all mortgages, charges or pledges granted by any Group Company.






	3.4	 	No Group Company has created, or agreed to create, any Encumbrance or given, or agreed to
give, any guarantee, suretyship, indemnity or similar obligation or any agreement for the
postponement of its debt.
	 
	4.	 	Events since the Balance Sheet Date
	 
	4.1	 	Since the Balance Sheet Date:






	 	(A)	 	the business of the Group has been carried on in the ordinary and usual course
and substantially in the same manner (including nature and scope) as in the financial
year ended on the Balance Sheet Date and so as to maintain the business as a going
concern and there has been no material deterioration in the financial position or
turnover of the Group;
	 
	 	(B)	 	no share or loan capital or limited partnership interests of any Group Company
have been issued, redeemed, purchased or repaid;
	 
	 	(C)	 	no material asset has been acquired or disposed of by the Group, and the Group
has not agreed to acquire or dispose of a material asset, in each case, otherwise than
in the ordinary course of carrying on its business and on entirely arm’s length terms
and the Group has not assumed or incurred or agreed to assume or incur any actual or
contingent liability which is material otherwise than in the ordinary course of
carrying on its business;
	 
	 	(D)	 	there has been no declaration or payment of any dividends or other
distributions by any Group Company;
	 
	 	(E)	 	no Group Company has borrowed or raised any money or taken any form of
financial security or entered into, or agreed to enter into, any capital commitment
which is wholly or partially outstanding in excess of £20,000 and no Group Company has
acquired, invested, disposed of or realised (or agreed to acquire, invest, dispose of
or realise) any capital assets in excess of £20,000;
	 
	 	(F)	 	no management, consultancy or like charges have been incurred or agreed to by
any Group Company in favour of any member of the Vendor Group; and
	 
	 	(G)	 	no Group Company’s business has been adversely affected by the loss (whether
before or after the Balance Sheet Date) of any contract or customer or supplier or by
any other factor not affecting similar businesses to a like extent and there are no
circumstances currently in effect which are likely to give rise to any such effect on a
Group Company’s business.




30









 












	5.	 	Tax
	 
	5.1	 	All returns, notifications, computations and payments which should have been made or given by
a Group Company in respect of Tax were made or given within the requisite periods and were
made up to date, correct and on a proper basis and none of them is, nor to the best of the
Vendors’ knowledge is likely to be, the subject of a dispute with HM Revenue & Customs or any
equivalent Tax authority, in either case for a material amount.
	 
	5.2	 	Each Group Company has within the relevant time periods deducted and accounted for all
amounts which it has been obliged to deduct or pay in respect of Tax and, in particular, has
properly operated the PAYE system in all material respects by duly deducting Tax from all
payments made, or treated as made, to its employees or former employees, and accounting to HM
Revenue & Customs for all Tax deducted by it and for all Tax chargeable on benefits provided
for its employees or former employees.
	 
	5.3	 	Each Group Company has sufficient records to enable it to calculate any present or, so far as
possible, future liability for Tax of a Group Company or its entitlement to any deduction,
relief or repayment of Tax and any claims and elections it has made relating to Tax.
	 
	5.4	 	No Tax may be assessed on or required to be paid by any Group Company where the amount in
question is the primary liability of another person, and where such assessment or requirement
arises by reason of the failure by any other person to satisfy a Tax liability.
	 
	5.5	 	No circumstances exist under which a Group Company will be liable after Completion to pay
national insurance contributions or account for income tax or national insurance under the
PAYE system in respect of, or in consequence of, any event occurring in relation to, shares,
securities, options or interests in shares granted prior to Completion.
	 
	5.6	 	No Group Company is or has ever been a member of a VAT group for the purposes of Section 43
VATA.
	 
	5.7	 	No Group Company owns any assets to which Part XV of the Value Added Tax Regulations 1995
applies.
	 
	5.8	 	No Group Company has any outstanding arrangements with any other company which relate to
group relief or the payment of corporation tax.
	 
	5.9	 	No liability to tax (disregarding any statutory right to make any election, or the claim of
any allowance or relief) exists or is likely to arise to a Group Company or be increased as a
result of or in consequence of the entry into this Agreement and/or the sale of the Company
pursuant to this Agreement and/or a Group Company ceasing at any time to be a member of the
same group of companies as any other Group Company.
	 
	6.	 	Material Contracts
	 
	6.1	 	Copies of the Material Contracts have been Disclosed and no Group Company nor, so far as the
Vendor is aware, any other party to any Material Contract is in material default under any
such Material Contract and there are no circumstances in existence or contemplated by the
Target Group (including consummation of the transactions under this Agreement) which will give
rise to a default by any Group Company under any such Material Contracts.
	 
	6.2	 	No written notice avoiding, rescinding or terminating, or purporting to avoid, rescind or
terminate any Material Contract has been received or given by any Group Company nor has any
party to a Material Contract threatened to give such notice.




31









 






	6.3	 	The execution or the performance of this Agreement or any document to be executed at or
before Completion in accordance with this Agreement will not relieve any party (other than a
Group Company) to a Material Contract of its obligations or enable it to terminate such
Material Contract.
	 
	7.	 	Assets
	 
	7.1	 	The rights, properties and assets owned by each Group Company, the facilities and services to
which each Group Company has a contractual right, together with any assets held under or by
virtue of any licence, hire purchase and leasing agreements comprise all the material rights,
properties, assets, facilities and services necessary for the continuation of the Group’s
business after Completion in the places and in the manner in which it was carried on in the 12
months prior to the date of this Agreement.
	 
	7.2	 	Each Group Company is the legal and beneficial owner of, or is entitled to use and enjoy, all
material assets either (a) reflected on the balance sheet contained in the Audited Accounts or
(b) used by it in the conduct of its business other than assets which have been disposed of in
the ordinary course of business since the Balance Sheet Date.
	 
	7.3	 	No Group Company has received any sum, property or benefit, the payment or transfer of which
is liable to be avoided, or which is liable to be recovered from it under any rule of law and
does not hold any sum, property or right as trustee or constructive trustee.
	 
	7.4	 	The material items of plant and machinery, including fixed plant and machinery, and other
material equipment used in connection with the business of the Group are in reasonable repair
and condition, fair wear and tear excepted.
	 
	7.5	 	No Group Company is a party to or liable under a lease or hire, hire purchase, credit sale or
conditional sale, agreement and pursuant to which a Group Company is under an obligation of
more than £5,000 per annum.
	 
	7.6	 	Other than as part of any standard conditions of sale, or pursuant to any of the Data Room
Documents, no Group Company has given any guarantee or warranty or made any representation in
respect of goods or services supplied or contracted to be supplied by it save for any warranty
or guarantee implied by law and (save as aforesaid) has not accepted any obligation which
could give rise to any liability after any such goods or services have been supplied by it.
	 
	7.7	 	No Group Company has reason to believe that any line of products currently in stock or in the
course of production or any material proportion thereof is not or will not prove to be of
satisfactory quality and reasonable fitness for intended purpose.
	 
	7.8	 	No Group Company has received notice of any claim which remains outstanding alleging any
defect in, or lack of fitness for purpose of, any goods supplied by the Group Company, nor, so
far as the Vendor is aware, are there any circumstances which could give rise to any such
claim.
	 
	8.	 	Premises
	 
	8.1	 	The Properties comprise all of the material premises and land owned, occupied or otherwise
used in connection with the business of the Group and no Group Company has received written
notice of, and the Vendor is not aware of, any matters that adversely affect the Target
Group’s title to the Properties other than as Disclosed.
	 
	8.2	 	There is not outstanding any monetary claim or liability (contingent or otherwise) whatsoever
affecting the Relevant Assets nor is there any material expense likely in respect of the
repair of the Relevant Assets.
	 
	8.3	 	The Relevant Assets are not subject to any Encumbrance or any agreement to create the same.




32









 












	9.	 	Environmental
	 
	9.1	 	No Group Company has received notice of any civil, criminal or administrative action, claim,
complaint, notice, caution, correspondence, investigation or other proceedings or suit being
taken or made, pending or threatened in connection with the activities of any Group Company in
relation to
Environmental Matters including without limitation any liability (whether actual or
contingent) to remediate any land or to suspend cease alter or modify any activity carried
on (at any time) by any Group Company or any actual or alleged nuisance with owners or
occupiers adjoining the Premises or any property previously owned or occupied by any Group
Company . So far as the Vendor is aware, are there no facts or circumstances likely to give
rise to any of the foregoing.
	 
	9.2	 	All Environmental Consents required for carrying on the business of the Group have been
obtained and complied with and are in full force and effect and so far as the Vendor is aware
there are no existing facts or circumstances which will or are reasonably likely to result in
any Environmental Consent being terminated, revoked, suspended or modified in any material
respect, or which may prejudice its renewal.
	 
	9.3	 	Other than as set out in the Phase 1 Report, none of the activities of any Group Company at
any time have, nor has any asset or property owned or occupied by any Group Company, involved
the use of, or the release or discharge into the Environment of, or contained, any Hazardous
Substance prescribed or specified under any Environmental Laws as being prohibited or
restricted, and no release or discharge of any such substance or article by any Group Company
exceeds or has exceeded any allowable or permissible quotas or limits prescribed or specified
under any Environmental Laws or in any condition to any Environmental Permits.
	 
	9.4	 	Other than as set out in the Phase 1 Report, no land or other asset now or previously owned
or occupied by any Group Company at any time contains or has contained any storage tanks or
any Hazardous Substance whether above or below ground or (for the avoidance of doubt) has in
the past been used for the deposit, storage, treatment or disposal of Hazardous Substances.
	 
	9.5	 	Other than as set out in the Phase 1 Report or in the asbestos reports contained in the Data
Room Documents, there is no pollution or contamination of the Environment present at the
Premises in circumstances which would result in the Vendor or the Purchaser being held by the
relevant authority to be liable under Environmental Laws or in relation to which remedial
works would be required by the relevant authority to be carried out under Environmental Laws,
and there is no asbestos or asbestos containing material or underground storage tanks at the
Premises.
	 
	10.	 	Insurance
	 
	 	 	The details of the current insurance policies maintained by the Group as Disclosed are
accurate in all material respects. No claim is outstanding under any such policies where
the amount claimed is in excess of £25,000.
	 
	11.	 	Intellectual property and IT
	 
	11.1	 	The Disclosure Letter contains details of all the Intellectual Property rights, (the “IP”) in
respect of which each Group Company is the registered owner or applicant for registration.
	 
	11.2	 	The Group Companies own or are licensed (the terms of which are disclosed in the Disclosure
Letter) to use all IT Systems used by them in the operation of the business of the Group and
no Group Company has breached the terms of any licence and no notices of breach or termination
have been served on or by any Group Company in respect of any licence.
	 
	11.3	 	During the last three years, the IT Systems have not failed to function in a way that has had
a Material Adverse Effect on the business of the Group.




33









 






	11.4	 	Other than with respect to software and network equipment, the Group Companies own the IT
Systems free and clear of any Encumbrances.
	 
	11.5	 	The Company is the ‘WHOIS’ registrant of the Domain Names, and owns the copyright and other
Intellectual Property shown on the website which is accessed at those domain names.
	 
	11.6	 	No member of the Vendor’s Group currently uses any IP nor any of the names or words “Flexible
Lamps”, “FL” or “Rubbolite” or any names or words similar to or likely to be confused with
them (the “Restricted Names”) or any mark, style or logo similar to or likely to be confused
with them in any manner which is likely to or may result in confusion between or other
association with the business, goods, services or other activities of any Group Company
including by using any or all of the Restricted Names as part of a corporate name, trade name
or otherwise.
	 
	12.	 	Employees
	 
	12.1	 	The documents which have been Disclosed contain accurate particulars of the identities, dates
of commencement of employment or appointment to office, and terms of employment or appointment
of all employees and officers of each Group Company including details of all remuneration and
other benefits, such as profit sharing and bonus arrangements (whether or not contractual).
	 
	12.2	 	No Employees or directors of any Group Company are entitled, or will become entitled to
receive a bonus from any Group Company in respect of the proposed sale of the Group.
	 
	12.3	 	There have been no material disputes between any Group Company and any trade union, works
council or other employee representatives in the period of three years prior to the date of
this Deed.
	 
	13.	 	Pensions
	 
	13.1	 	No Group Company is or has ever been a party to any agreement or arrangement other than the
Pension Scheme for the provision of any Relevant Benefits for any person, and the Company is
the only participating employer in the Pension Scheme.
	 
	13.2	 	The Group Companies have no obligation to:






	 	(A)	 	contribute to any personal pension scheme (as defined in section 1 of the
Pension Schemes Act 1993); or
	 
	 	(B)	 	make available to any person a stakeholder pension scheme (as defined in
section 1 of the Welfare Reform and Pensions Act 1999).






	13.3	 	Materially complete copies of the following documents have been disclosed in the Disclosure
Letter:






	 	(A)	 	the trust deeds, rules and other documents containing the provisions currently
governing the Pension Scheme;
	 
	 	(B)	 	full particulars of the benefits and entitlements under the Pension Scheme and
the contributions payable to the Pension Scheme;
	 
	 	(C)	 	copies of all explanatory booklets and announcements that have been issued to
members of the Pension Scheme (other than individual benefit statements).






	 	 	There is no obligation to provide benefits under the Pension Scheme other than as revealed
in those documents and particulars.
	 
	13.4	 	In relation to the Pension Scheme copies of:




34









 












	 	(A)	 	all documents issued to members governing the current procedure for appointing
member-nominated trustees or trustee directors or opting out of such a procedure;
	 
	 	(B)	 	the current statement of investment principles;
	 
	 	(C)	 	all documents under which any actuary, auditor or other professional adviser is
appointed;
	 
	 	(D)	 	the current internal dispute resolution procedure;
	 
	 	(E)	 	all actuarial certificates for the purposes of section 67 of the Pensions Act
1995 or section 37 of the Pension Schemes Act 1993;
	 
	 	(F)	 	the latest three trustees’ reports and accounts (including the relevant
actuarial certificates);
	 
	 	(G)	 	the current schedule of contributions as required by the Pensions Act 1995; and
	 
	 	(H)	 	a list of all Employees who are members of the Pension Scheme together with all
particulars of them necessary to establish the benefits payable or contingently payable
to or in respect of them under the Pension Scheme, and a list of all Employees who will
become eligible to join the Pension Scheme upon the satisfaction of any conditions of
eligibility,






	 	 	are in the possession or control of the Vendor and have been delivered to the Purchaser on
or before the Completion Date.
	 
	13.5	 	In relation to the Pension Scheme, there are disclosed in the Disclosure Letter true and
complete details of:






	 	(A)	 	discretionary practices (for example, in relation to early retirement terms and
pension increases); and
	 
	 	(B)	 	any discretion exercised under the Pension Scheme to:






	 	(1)	 	augment benefits;
	 
	 	(2)	 	admit to membership any individual who would not otherwise have
been eligible for admission to membership;
	 
	 	(3)	 	transfer any member’s benefits, if the transfer payment has not
yet been made (wholly or partly);
	 
	 	(4)	 	provide a benefit which would not otherwise be provided; or
	 
	 	(5)	 	pay a contribution which would not otherwise have been paid.






	 	 	Otherwise, no power to augment benefits or provide additional or different benefits has been
exercised under the Pension Scheme and no undertaking or assurance has been given to any
person as to the continuance introduction increase or improvement of any Relevant Benefits
(whether or not there is any legal obligation to do so).
	 
	13.6	 	Details of all employers participating in the Pension Scheme and their terms of participation
have been disclosed in the Disclosure Letter. There are no arrangements outstanding in
relation to the making of any bulk transfer payment from or to the Pension Scheme.
	 
	13.7	 	The Company has been properly admitted to participation in the Pension Scheme and has duly
complied with its obligations under the Pension Scheme. All amounts due to be paid to the
Pension Scheme by or on behalf of the Company and all Employees and former Employees have been
paid. The Company may terminate its liability to contribute to the Pension Scheme without the
consent of any person and without further payment.




35









 












	13.8	 	All death in service benefits which may be payable under the Pension Scheme are insured and
all insurance premiums have been duly paid. So far as the Vendor is aware, there is no ground
on which the relevant insurance company could avoid liability under any policy of insurance
applicable to such benefits.
	 
	13.9	 	No Group Company has received notice of any civil, criminal, arbitration, administrative or
other proceedings, claims or disputes (including, without limitation, any complaints by
members, former members or prospective members under the internal disputes resolution
procedure, any complaint to
the Pensions Ombudsman or any investigation or enquiry, routine or otherwise by the
Occupational Pensions Regulatory Authority or the Pensions Regulator) by or against the
trustees, managers or administrators of the Pension Scheme or any Group Company and none are
in progress, pending or threatened and, so far as the Vendor is aware, there are no
circumstances which might give rise to any such proceedings, claims or disputes.
	 
	13.10	 	The Pension Scheme is a registered pension scheme within the meaning of section 150(2) of
the Finance Act 2004 and so far as the Vendor is aware, there is no reason why this
registration may be withdrawn.
	 
	13.11	 	The Pension Scheme is a contracted-out scheme within the meaning of Chapter I of Part III of
the Pension Schemes Act 1993. There is in force one or more contracting-out certificates and
as at the date of this Agreement, there are no circumstances which might cause the
certificate(s) to be withdrawn.
	 
	13.12	 	So far as the Vendor is aware, the Pension Scheme has at all times complied with, and been
administered in accordance with, the trusts, powers and provisions of the Pension Scheme, the
general requirements of law and the provisions of all relevant statutes, regulations and
requirements (including without limitation the requirements of the Pension Schemes Act 1993,
the Pensions Act 1995, the Pensions Act 2004 and the Finance Act 2004 and regulations made
under those Acts, and all applicable European and UK legislation relating to discrimination by
reason of sex, race, sexual orientation, part-time or temporary work, disability or religious
belief).
	 
	13.13	 	The Company has at all times complied with the provisions of all relevant statutes,
regulations and requirements in relation to the Pension Scheme. No part-time or temporary
Employees or former Employees have ever been excluded from membership of, or equal treatment
under, the Pension Scheme, and no Employees or former Employees have ever been excluded or
treated less favourably by reason of their sex, race, sexual orientation, disability or
religious belief.
	 
	13.14	 	There is no amount currently outstanding which is or might in the future be treated under
section 144 of the Pension Schemes Act 1993 or section 75 or 75A of the Pensions Act 1995,
section 43 of the Pensions Act 2004 (Financial support directions) or section 47 of the
Pensions Act 2004 (Contribution notices where non-compliance with financial support direction)
as a debt due from the Company to the trustees of any occupational pension scheme. The
Company has not entered into or proposed entering into a withdrawal arrangement (as defined in
section 2 of the Occupational Pension Schemes (Employer Debt) Regulations 2005).
	 
	13.15	 	No Group Company has been party to any act or failure to act which falls within subsection
(5) of section 38 of the Pensions Act 2004 (Contribution notices where avoidance of employer
debt) in relation to the Pension Scheme and no event which might fall within subsection (2) of
section 69 of the Pensions Act 2004 (Duty to notify the Regulator of certain events) in
relation to the Company or the Pension Scheme other than the purchase and sale of the shares
of the Company contemplated by this Agreement.
	 
	13.16	 	All of the assets of the Pension Scheme are under the possession or control of the trustees
of the Pension Scheme.




36









 






	13.17	 	There are attached to the Disclosure Letter true and complete copies of the documents
setting out the terms of the Norwich Union group life assurance policy (the “Life Assurance
Policy”). There are no claims in progress, pending or expected under the Life Assurance
Policy and there is no ground on which the relevant insurance company could avoid liability
under the Life Assurance Policy.
	 
	13.18	 	The Life Assurance Policy is still in force and all premiums payable by each Group Company
have been duly paid in accordance with the Life Assurance Policy.
	 
	13.19	 	No Group Company has made any report, and no Group Company has been notified of any report
having been made, under section 48 of the Pensions Act 1995 to the Occupational Pensions
Regulatory Authority or under section 70 of the Pensions Act 2004 to the Pensions Regulator
in respect of the Pension Scheme.
	 
	13.20	 	There are attached to the Disclosure Letter true and complete copies of the documents
setting out the terms of the permanent health insurance policy (the “PHI Policy”). There are
no claims in progress, pending or expected under the PHI Policy and there is no ground on
which the relevant insurance company could avoid liability under the PHI Policy.
	 
	13.21	 	The PHI Policy is still in force and all premiums payable by each Group Company have been
duly paid in accordance with the PHI Policy.
	 
	14.	 	Litigation and compliance with laws
	 
	14.1	 	No Group Company is engaged in any material litigation, arbitration, administrative or
criminal proceedings; there are no proceedings pending or threatened in writing, either by or
against a Group Company; and so far as the Vendor is aware there are no circumstances likely
to give rise to any such proceedings.
	 
	14.2	 	No Group Company has committed any criminal, illegal or other unlawful act or any breach of
statutory duty or any act or default which could reasonably be expected to lead to a claim or
proceedings against any Group Company or increase a liability of any Group Company in either
case which would be material to the business of the Group as a whole.
	 
	14.3	 	Each Group Company has conducted its business in all material respects in accordance with all
applicable legal and administrative requirements in its jurisdiction of operation.
	 
	15.	 	Licences
	 
	15.1	 	All necessary licences, consents, permits and authorisations have been obtained by the Group
to enable it to carry on its business as currently conducted.
	 
	15.2	 	A of the licences, consents, permits and authorisations are valid and subsisting and no Group
Company has received notice that any of them might be suspended, cancelled or revoked,
including as a result of the transactions contemplated by this Agreement.
	 
	16.	 	Insolvency
	 
	16.1	 	No order has been made, petition presented or resolution passed for the winding up of any
Group Company or for a provisional liquidator to be appointed in respect of it and no meeting
has been convened for the purposes of winding up any Group Company. No administrative
receiver, receiver or manager has been appointed of the whole or any part of the property,
assets or undertaking of any Group Company.
	 
	16.2	 	No administration order has been made and no petition for such an order has been presented in
respect of any Group Company.




37









 






	16.3	 	No Group Company is insolvent or unable to pay its debts within the meaning of s.123
Insolvency Act 1986 and no Group Company has stopped paying its debts as they fall due.
	 
	16.4	 	No voluntary arrangement has been proposed under s.1 of the Insolvency Act 1986 in respect of
any Group Company.
	 
	16.5	 	No administrator has been appointed in respect of any Group Company and no steps or actions
have been taken in connection with the appointment of an administrator in respect of any
Target Group Company.
	 
	16.6	 	No event analogous to any of the foregoing in paragraphs 17.1 to 17.5 inclusive has occurred
in or outside of England with respect to any Group Company.
	 
	16.7	 	No Group Company has at any time given any financial assistance in connection with any
acquisition of its share capital or the share capital of its holding company (as that
expression is defined in section 736 of the Companies Act 1985) as it would fall within
sections 151 to 158 (inclusive) of the Companies Act 1985.




38









 











SCHEDULE 4: LIMITATIONS ON LIABILITY





	1.	 	Interpretation
	 
	1.1	 	In this schedule where the context admits:
	 
	 	 	“Relevant Claim” means any claim in connection with any of the Warranties but shall not
include a claim in respect of the Tax Deed;
	 
	 	 	“Secondary Claim” means any claim made pursuant to clauses 2.1(c), 2.1(d) or 8.2(a) of the
Tax Deed; and
	 
	 	 	“Taxation Warranties” means the Warranties in paragraph 5 of schedule 3.
	 
	2.	 	Financial limits
	 
	2.1	 	Aggregate limit
	 
	 	 	The aggregate liability of the Vendor in respect of all Relevant Claims and claims under the
Tax Deed (excluding Secondary Claims) shall be 15% of the Final Consideration payable under
this Agreement, as finally determined. For the purposes of calculating the Vendor’s cap on
liability pursuant to this paragraph 2.1, the amount of the Final Consideration shall be
deemed to be the aggregate of the Initial Consideration (as adjusted pursuant to schedule 6
and schedule 7), the Additional Consideration (if any) and shall not be treated as reduced
by the provisions of clause 6.1(B) or clause 8.5.
	 
	2.2	 	Thresholds
	 
	 	 	The Vendor shall not be liable in respect of a Relevant Claim or claims under the Tax Deed
(excluding Secondary Claims) unless the aggregate liability of the Vendor in respect of all
Relevant Claims and claims under the Tax Deed exceeds £500,000 in which case the Vendor’s
liability shall be for the whole amount and not just the excess over £500,000.
	 
	2.3	 	Liability
	 
	 	 	For the purpose of paragraph 2.2 the liability of the Vendor in respect of a Relevant Claim
or claim under the Tax Deed shall mean the amount in respect of the Relevant Claim or claim
under the Tax Deed for which the Vendor admits liability in writing or is found to be liable
in a court of competent jurisdiction.
	 
	3.	 	Time limits
	 
	3.1	 	Notice to Vendor
	 
	 	 	The Vendor shall have no liability in respect of any Relevant Claim or claim under the Tax
Deed unless the Purchaser shall have given notice in writing to the Vendor of such claim
specifying (in reasonable detail) the matter which gives rise to the claim, the nature of
the claim and the amount claimed in respect thereof (detailing the Purchaser’s calculation
of the loss thereby alleged to have been suffered by it), such notice to be given as soon as
reasonably practicable and in any event not later than:






	 	(A)	 	the date dictated by the Tax Deed in the case of a claim in respect of the Tax
Deed; or
	 
	 	(B)	 	the date 15 months after the date of this Agreement, in any other case.




39









 












	3.2	 	Commencement of proceedings
	 
	 	 	All and any liability of the Vendor in respect of any Relevant Claim or any claim under the
Tax Deed notified to it in accordance with paragraph 3.1 shall (if such Relevant Claim has
not previously been satisfied, settled or withdrawn) be extinguished on the expiry of:






	 	(A)	 	6 months from the date of such notification of the Relevant Claim; or
	 
	 	(B)	 	24 months from the date of such notification of any claim under the Tax Deed,






	 	 	unless the Purchaser shall within such period have issued and validly served on the Vendor
proceedings in respect of such Relevant Claim.
	 
	4.	 	Matters reflected in accounts
	 
	 	 	The Vendor shall not be liable in respect of a Relevant Claim or an Indemnity Claim to the
extent that allowance, provision or reserve in respect of the matter giving rise to the
Relevant Claim was made in the Audited Accounts or is made in the Completion Accounts and
has thereby has adjusted the Initial Consideration.
	 
	5.	 	Change in law etc
	 
	 	 	The Vendor shall not be liable in respect of any Relevant Claim to the extent that it arises
or is increased as a result of any change in law (or change in the interpretation of law) or
in administrative practice of any government, governmental department, agency or regulatory
body occurring after the date of this Agreement (whether or not the change purports to be
effective retrospectively in whole or in part).
	 
	6.	 	Accounting bases etc.
	 
	 	 	The Vendor shall not be liable in respect of any Relevant Claim or any claim under the Tax
Deed to the extent that it arises or is increased as a result of any voluntary change after
Completion made by the Purchaser or the Company in the accounting bases, policies, practices
or methods applied in preparing any accounts or valuing any assets or liabilities of the
Company or any member of the Group from those used in preparing the Audited Accounts or the
Completion Accounts unless required by relevant Laws or applicable accounting standards.
	 
	7.	 	Acts of Purchaser etc.
	 
	7.1	 	The Vendor shall not be liable in respect of a Relevant Claim to the extent that the Relevant
Claim is attributable (in whole or in part) to:






	 	(A)	 	any voluntary act, omission or transaction carried out by or at the request of
or with the consent of the Purchaser or any member of the Purchaser’s Group or any of
their successors in title or assigns on or after Completion other than any such act,
omission or transaction carried out in the ordinary and proper course of business; or
	 
	 	(B)	 	anything expressly provided to be done or omitted to be done pursuant to this
Agreement or the Tax Deed.






	8.	 	Recovery from third parties
	 
	 	 	If the Vendor pays to or for the benefit of any member of the Purchaser’s Group any amount
in respect of any Relevant Claim, any claim under the Tax Deed or an Indemnity Claim and any
member of the Purchaser’s Group subsequently receives from any
other person any payment or
benefit in respect of the matter giving rise to the Relevant Claim, any claim under the Tax
Deed or an Indemnity Claim, the Purchaser shall thereupon pay to the Vendor an amount equal
to the




40









 






	 	 	 payment or benefit received (except to any extent that the liability of the Vendor in
respect of the
Relevant Claim, any claim under the Tax Deed or an Indemnity Claim was reduced to take
account of such payment or benefit).
	 
	9.	 	Non-quantifiable liabilities
	 
	 	 	The Vendor shall not be liable in respect of any Relevant Claim, claim under the Tax Deed or
an Indemnity Claim to the extent that it relates to a liability which is not capable of
being quantified unless and until the liability becomes capable of being quantified either
precisely or by determining a lower an upper range.
	 
	10.	 	Mitigation
	 
	 	 	Nothing in this Agreement shall limit or restrict the Purchaser’s obligation under English
law to mitigate any loss.
	 
	11.	 	No duplication of recovery
	 
	11.1	 	Loss otherwise compensated
	 
	 	 	The Vendor shall not be liable in respect of any Relevant Claim, any claim under the Tax
Deed or an Indemnity Claim to the extent that the subject of the claim has been or is made
good or is otherwise compensated for without cost to the Purchaser or the relevant member of
the Purchaser’s Group.
	 
	11.2	 	No double recovery
	 
	 	 	The Purchaser shall not be entitled to recover damages or otherwise obtain reimbursement or
restitution more than once in respect of the same loss.
	 
	11.3	 	Claims under Warranties or Tax Deed
	 
	 	 	In the event that the Purchaser is entitled to an Indemnity Claim or a claim under the Tax
Deed or under the Warranties in respect of the same subject matter, the Purchaser may claim
under either or all but payments under the Tax Deed shall pro tanto satisfy and discharge
any Indemnity Claim or claim which is capable of being under the Warranties in respect of
the same subject matter and vice versa.
	 
	12.	 	Paramount provisions
	 
	 	 	Subject to clause 8.3 and 8.4, the provisions of this schedule shall apply notwithstanding
anything else in this Agreement, the Tax Deed or any other Transaction Document to the
contrary.
	 
	13.	 	Exceptions to limitations
	 
	 	 	The limitations on liability set out in this schedule 4 shall not apply in the case of any
breach or alleged breach of any of the warranties contained in clause 6.8 and those of the
Warranties set out in paragraph 1 of schedule 3.




41









 











SCHEDULE 5: PROPERTIES




PART 1 : FREEHOLD PREMISES WITH REGISTERED TITLES




	 	 	 	 	 	 	 	 	 
	Premises	 	 	 	 	 	 	 	Details of any tenancy to which the Premises is subject (or any
	Description	 	Registered Proprietor	 	Title Number	 	Current use	 	agreement for such tenancy)
	 
	International 

House, Horsecroft 

Road, The 

Pinnacles, Harlow

	 	Flexible Lamps

Limited
	 	EX389314
	 	Warehousing,
operations and car
parking
	 	1. Lease of Electricity Sub Station dated 7 April 1961 for 99
years (less 10 days) from 1 September 1960 registered under
title number EX776565 made between (1) The Educational Supply
Association Ltd and (2) The Eastern Electricity Board, current
tenant being EDF Energy Networks (EPN) Plc.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	2. Personal licence for use of car park as a Market on Sundays
granted to Keith Boulton t/a Countryside Promotions (minimum
licence fee of £300 per week) to continue until one party
gives 1 month’s notice of intention to terminate.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	3. Lease (undated) to PPE Limited of the warehouse offices and
yard being Unit 3 International House, Horsecroft Rd, for 5
year term commencing 1 July 2002 (rent of £82,000 pa), with a
mutual option to determine upon giving 3 months’ written
notice.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	4. Occupancy Agreement (undated) of part of International
House, Horsecroft Rd, known as Ivory Graphics, for the storage
and maintenance of sporting cars in favour of Niall Campbell,
termination upon 3 months’ notice by either party, rent of
£1.50 per sq. ft. pa.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	5. Licence (undated) in favour of Bareway Industrial (Harlow)
Limited to erect and maintain an estate sign upon the property
being Industrial House, Horsecroft Rd for a period of 2 years
and to continue thereafter until determined by the Licensor
(Flexible Lamps Limited) by 3 months’ written notice.
	 
	 	 	 	 	 	 	 	 
	4, Rookwood Way, 

Haverhill CB9 8PB

	 	Flexible Lamps

Limited
	 	SK163268
	 	Manufacturing,
offices and storage	 	 






42









 






	 	 	 	 	 	 	 	 	 
	Premises	 	 	 	 	 	 	 	Details of any tenancy to which the Premises is subject (or any
	Description	 	Registered Proprietor	 	Title Number	 	Current use	 	agreement for such tenancy)
	 
	Land and buildings
to the south of
Roydon Road, Harlow
(known as “Barrows
Road”)

	 	Flexible Lamps

Limited
	 	EX529395
	 	Manufacturing,
office, storage and
car parking
	 	1. Lease dated 10 March 2004 of the car parking area (200
spaces) at Barrows Rd, Harlow for a term of 5 years, made
between (1) Flexible Lamps Ltd and (2) Raytheon Systems
Limited, with initial rent of £75,000 pa, (with effect from 1
January 2007 a rent of £46,875 pa for 100 spaces only) for the
parking of private motor vehicles of the directors, employees
and visitors of Raytheon Systems Ltd.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	2. Personal licence for use of car park as a Market on Sundays
granted to Keith Boulton t/a Countryside Promotions (minimum
licence fee of £300 per week) to continue until one party
gives 1 month’s notice of intention to terminate.






PART 2 : LEASEHOLD PREMISES WITH REGISTERED TITLES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Details of any
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	tenancy to which
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	the Premises is
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	subject (or any
	Demised	 	Registered	 	 	 	Date of and	 	 	 	Current principal	 	 	 	agreement for
	Premises	 	Proprietor	 	Title Number	 	parties to lease	 	Term	 	yearly rent	 	Current use	 	such tenancy)
	 
	Unit 20, The Mead 

Industrial Park, 

Riverway

	 	Flexible Lamps

Limited
	 	EX418915
	 	6 November 1989

made between 

(1) Shell 

Pensions
Trust 

Limited and


(2) Flexible 

Lamps
Limited
	 	25 years from 25
June 1989
terminating on 24
June 2014
	 	 	 	 	 	Lease dated 24
November 2004
terminating on 24
June 2014 (less 3
days) made between
(1) Flexible Lamps
Limited and (2)
ESAB Group (UK)
Limited at a rent
of £339,000 per
year






43









 





SCHEDULE 6: COMPLETION ACCOUNTS





	1.	 	Interpretation
	 
	 	 	In this Schedule, where the context admits:
	 
	 	 	“Completion Accounts” means the consolidated accounts of the Group prepared and audited in
accordance with paragraph 2 and agreed or determined in accordance with paragraph 4;
	 
	 	 	“FRS” means a Financial Reporting Standard published by the Accounting Standards Board and
in force at the date of this Agreement;
	 
	 	 	“Net Current Assets” means the aggregate value of all current assets minus the aggregate
value of all current liabilities and provisions (in accordance with paragraph 89 of schedule
4 of the Companies Act 1985) all as shown in or derived from the Completion Accounts;
	 
	 	 	“Purchaser’s Accountants” means such firm of accountants as the Purchaser may nominate from
time to time; and
	 
	 	 	“SORP” means a Statement of Recommended Practice published by bodies recognised by the
Accounting Standards Board and in force at the date of this Agreement;
	 
	 	 	“SSAP” means a Statement of Standard Accounting Practice originally published by the
Accounting Standards Committee and not since superseded and in force at the date of this
Agreement;
	 
	 	 	“Vendor’s Accountants” means such firm of accountants as the Vendor may nominate from time
to time.
	 
	2.	 	Completion Accounts
	 
	2.1	 	Preparation
	 
	 	 	The Purchaser shall as soon as practicable, and in any event within 120 Business Days after
Completion, procure that accounts for the Company and the Subsidiaries shall be prepared and
audited in accordance with this schedule and the parties shall use their best endeavours to
secure compliance with this schedule by their respective accountants. The Purchaser shall
promptly supply all such information and provide access to all such records and personnel as
the Vendor, its accountants and any independent firm of accountants appointed under
paragraph 4.3 shall reasonably require in order to comply with their rights and obligations
under this schedule. The Vendor, if so required by the Purchaser or such independent firm,
shall use all reasonable endeavours with the reasonable assistance of the Purchaser
(including the provision by the Purchaser of an indemnity to the auditors) to obtain for the
Purchaser or such independent firm access to the working papers of the Company’s auditors
prepared in relation to the audit of the Audited Accounts.
	 
	2.2	 	Description
	 
	 	 	The Completion Accounts shall consist of a consolidated balance sheet of the Company and the
Subsidiaries as at the close of business on the date of Completion and shall be
substantially in the form of the Audited Accounts.
	 
	2.3	 	General requirements
	 
	 	 	The Completion Accounts shall:






	 	(A)	 	be prepared under the historic cost convention and in accordance with the
requirements of all relevant Laws and generally accepted accounting policies, bases,
methods, practices and procedures and with all applicable SSAPs, FRSs, and SORPS;




44









 






	 	(B)	 	subject to paragraph 2.3(A), apply and adopt the same policies, bases, methods,
practices and procedures of accounting as applied or adopted by the Company for the
purposes of the Audited Accounts; and
	 
	 	(C)	 	be audited by the Purchaser’s Accountants.






	2.4	 	Specific requirements
	 
	 	 	In preparing the Completion Accounts:






	 	(A)	 	no provision shall be made for any liability arising as a result of the entry
into this Agreement or any change of control of the Company occurring on or after the
date of this Agreement;
	 
	 	(B)	 	no provision shall be made against any receivable to the extent that the same
has been realised at the time the Completion Accounts are finally agreed;
	 
	 	(C)	 	no provision shall be made in the Completion Accounts to the extent that the
matter to which the provision relates has been shown to have been overprovided for or
has otherwise been cancelled or reduced before the Completion Accounts are finally
agreed and provided that cancellation or reduction of the respective liability has been
achieved at no cost to the relevant Group Company or the Purchaser;
	 
	 	(D)	 	no provision shall be made under FRS17 in respect of pension liabilities;
	 
	 	(E)	 	no provision shall be made in respect of audit fees for the preparation and
audit of the Completion Accounts;
	 
	 	(F)	 	no provision shall be made in respect of employee holiday pay; and
	 
	 	(G)	 	no provision for obsolete stock of the Company following the notice to
terminate the customer contract with General Motors may be made to the extent the same
is taken into account in the valuation of any stock carried out under paragraph 3.






	3.	 	Stock Valuation
	 
	 	 	For the purposes of the preparation of the Completion Accounts, the value of stock shall be
ascertained in accordance with the provisions of this paragraph 3.






	 	(A)	 	the Vendor and the Purchaser shall cause a stocktaking to be made on or after
the Completion Date (but in any event within 10 Business Days of the Completion Date)
of all the stock insofar as it then belongs to the Company and the Subsidiaries;
	 
	 	(B)	 	unless otherwise agreed by the parties such stocktaking shall consist of a
physical check of the amount, quality and condition of all such stock situated on the
Premises at the Completion Date and an inspection of the books and records and
contractual documentation (of the Company and the Subsidiaries) for all such stock not
so situated together with confirmation from the person or persons having physical
possession of such stock of the extent of any interest in or Encumbrance claimed over
such stock (if any); and
	 
	 	(C)	 	when such stocktaking has been completed the stock shall be valued by the
Purchaser in accordance with paragraph 2.3(B); and
	 
	 	(D)	 	the value of the stock as determined above shall be manually adjusted to
represent the value of the stock (calculated in accordance with this paragraph 3) as at
the date of the Completion Accounts, and that adjusted figure shall be used as the
value of stock in the Completion Accounts.






45










 






	4.	 	Procedure
	 
	4.1	 	Submission of draft






	 	(A)	 	As soon as the draft Completion Accounts shall have been prepared, the
Purchaser shall send a copy to the Vendor together with such working papers used in
connection with the preparation of the same as it considers necessary or appropriate to
understand and agree the Completion Accounts and shall in addition, at the same time,
send to the Vendor its calculation of the Net Current Assets.
	 
	 	(B)	 	Unless the Vendor shall within 90 Business Days after receipt of the draft
Completion Accounts (and associated papers and calculation as provided in paragraph
4.1(A)) serve a notice in writing on the Purchaser that it objects to the draft
Completion Accounts (identifying the reason for any objection and the amount(s) or
item(s) in the draft Completion Accounts and/or calculation which is/are in dispute)
(such notification being, for the purposes of this paragraph 4.1(B), an “Objection
Notice”) the Vendor shall be deemed to have irrevocably agreed to the draft Completion
Accounts and the Purchaser’s calculation of the Net Current Assets for all purposes of
this Agreement.






	4.2	 	Agreement of draft
	 
	 	 	If, within the period referred to in paragraph 4.1(B) the Vendor shall serve upon the
Purchaser an Objection Notice then the Purchaser and the Vendor shall use their reasonable
endeavours to reach agreement upon adjustments to the draft Completion Accounts and the
value of Net Current Assets. Neither the Vendor nor the Purchaser shall be entitled to
propose any adjustments to the draft Completion Accounts except: (i) in the case of the
Vendor, an adjustment relating to any asset or liability referred to in its Objection Notice
and (ii) in the case of either of them, an adjustment by way of counter-proposal to an
adjustment proposed by the other of them, being in each case, a revision of an adjustment
referred to in the Objection Notice.
	 
	4.3	 	Independent accountant
	 
	 	 	If the Vendor and the Purchaser are unable to reach agreement within 20 Business Days
following service of the Objection Notice, either the Vendor or the Purchaser shall be
entitled to refer the matter or matters in dispute to an independent firm of chartered
accountants (the “Firm”) agreed upon between them or (failing agreement) to be selected (at
the instance of either party) by the President for the time being of the Institute of
Chartered Accountants in England and Wales. The Firm shall act as experts not as
arbitrators and shall determine the matter or matters in dispute (which may include any
dispute concerning the interpretation of any provision of this Agreement affecting the
Completion Accounts or their jurisdiction to determine the dispute or the content or
interpretation of their terms of reference) and their decision shall be final and binding.
The Firm may so far as is reasonable instruct valuers, solicitors and other professional
advisers to the extent they consider necessary to reach their determination. The fees and
expenses of the Firm (including the fees of any professional advisers appointed by them as
aforesaid) shall be borne by the Vendor and the Purchaser equally or in such other
proportions as the Firm shall direct.
	 
	4.4	 	Accounts final and binding
	 
	 	 	If within the period referred to in paragraph 4.1(B) the Vendor shall not have served an
Objection Notice on the Purchaser, or if such notice is served and the Purchaser and the
Vendor shall subsequently agree the draft Completion Accounts or the matters in dispute are
referred to the Firm under paragraph 4.3, the draft Completion Accounts, as adjusted (where
applicable) so as to be in accordance with the agreement of the Purchaser and the Vendor or
the determination of the Firm shall be the Completion Accounts for the purposes of this
Agreement and shall be final and binding on the parties.




46









 












	4.5	 	Information and explanations
	 
	 	 	The Purchaser and the Purchaser’s Accountants shall provide such information and
explanations relating to the draft Completion Accounts and their preparation as the Vendor’s
Accountants, or the Firm shall reasonably require.
	 
	5.	 	Adjustment of Consideration
	 
	5.1	 	Increase or reduction
	 
	 	 	When the Completion Accounts have become final and binding, the Initial Consideration shall
forthwith:






	 	(A)	 	be increased by the amount (if any) by which the Net Current Assets of the
Company and the Subsidiaries as at the date of Completion as shown by the Completion
Accounts are greater than £6,784,000; or
	 
	 	(B)	 	be reduced by the amount (if any) by which the Net Current Assets of the
Company and the Subsidiaries as at the date of Completion as shown by the Completion
Accounts are less than £6,784,000.






	5.2	 	Payment
	 
	 	 	Any increase or reduction in the Initial Consideration shall be paid by the Purchaser or the
Vendor (as appropriate) within 10 Business Days after the Completion Accounts have become
final and binding as aforesaid and any amount not paid when due/the amount to be so paid
shall carry interest as set out in clause 22.






	6.	 	Assignment of receivables
	 
	6.1	 	If any provision is included in the agreed Completion Accounts in respect of bad or doubtful
debt, the Purchaser shall, following notice from the Vendor, at the Purchaser’s election
either:






	 	(A)	 	procure that the Company assigns such debts as are the subject of such
provision in the Completion Accounts together with all rights of recovery thereunder to
the Vendor for the sum of £1;
	 
	 	(B)	 	pay the Vendor the amount of such provision as contained in the Completion
Accounts as an adjustment to the Initial Consideration; or
	 
	 	(C)	 	a combination of 6.1(A) and 6.1(B) totalling the amount of the provisions made
in the Completion Accounts.




47









 











SCHEDULE 7: PENSIONS





	1.	 	Definitions
	 
	 	 	In this schedule, the following words shall have the following meanings:
	 
	 	 	“Actuarial Assumptions” means the actuarial assumptions agreed between the Purchaser’s
Actuary and the Vendor’s Actuary as set out in paragraph 7;
	 
	 	 	“Completion Pension Scheme Liabilities” means the Pension Scheme Liabilities as at the
Completion Date;
	 
	 	 	“Liability Movement Value” means the Completion Pension Scheme Liabilities minus the
Longstop Pension Scheme Liabilities, provided that such number shall not be less than zero
and to the extent that such reduction is caused by Structural Changes;
	 
	 	 	“Longstop Date” means the date 15 months after the Completion Date;
	 
	 	 	“Longstop Pension Scheme Liabilities” means the Pension Scheme Liabilities as at the
Longstop Date;
	 
	 	 	“Pension Scheme Liabilities” means the value of the past service liabilities on the
projected accrued benefit method of the Pension Scheme as calculated in accordance with
FRS17 and the Actuarial Assumptions and agreed between the Purchaser’s Actuary and the
Vendor’s Actuary;
	 
	 	 	“Pension Scheme” means The Flexible Lamps Limited Retirement Benefits Scheme;
	 
	 	 	“Purchaser’s Actuary” means Chris Hurry, Samer Hafiz or any other actuary employed by Hymans
Robertson LLP of One London Wall, London EC2Y 5EA (or any other office of that firm) or such
other person who is a member of the Institute of Actuaries or the Faculty of Actuaries in
Scotland as the Purchaser may retain for the purposes of this Schedule and notify to the
Vendor;
	 
	 	 	“Structural Changes” means any changes to the Pension Scheme, implemented prior to the
Longstop Date, made by or at the direction of the Purchaser, the Company or by the trustees
of the Pension Scheme (provided they are with the approval, or at the request, of the
Purchaser) by means of a deed of amendment or as otherwise permitted under the rules of the
Pension Scheme, or the exercise of a power under the provisions of the Pension Scheme
affecting members’ entitlement to benefits relating to pensionable service before or after
the Completion Date which has the effect of reducing Pension Scheme Liabilities including
without limitation the closing of the Pension Scheme, the closing of the Pension Scheme to
new members, the termination of employment of employees of any Group Company by way of
redundancy or induced voluntary resignation or voluntary redundancy in connection with the
sale of the Relevant Asset, a change of benefits under the Pension Scheme away from final
salary to career average earnings, or a change in commutation factors, but excluding any
changes made as required by Law or as required by Law following any change in the
requirements of Law, any termination of employment or resignation of employees of any Group
Company in the ordinary course of business of such Group Company, or the withdrawal from
service of any member between the Completion Date and the Longstop Date, whether voluntary
or compulsory, other than in connection with the sale of the Relevant Asset; and
	 
	 	 	“Vendor’s Actuary” means Andy Staddon or any other actuary employed by Mercer Human Resource
Consulting Limited of One Tower Place West, Tower Place, London EC3R 5BU or such other
person who is a member of the Institute of Actuaries or the Faculty of Actuaries in Scotland
as the Vendor may retain for the purposes of this schedule and notify to the Purchaser.




48









 












	2.	 	Structural Changes
	 
	2.1	 	The Vendor may within 40 Business Days after the Longstop Date notify the Purchaser that it
wishes to review whether any Structural Changes have caused a Liability Movement Value, and
requires the Purchaser to comply with the provisions of paragraphs 2.2 and 3 of this schedule.
	 
	2.2	 	The Purchaser is under no obligation to make any Structural Changes to the Pension Scheme,
but if required by the Vendor under paragraph 2.1 it will make available to the Vendor such
information as is necessary for the Vendor and the Vendor’s Actuary to ascertain the nature of
any Structural Changes and whether such Structural Changes have caused a Liability Movement
Value.
	 
	3.	 	Actuarial Calculation
	 
	3.1	 	Having been notified by the Vendor under paragraph 2.1, the Purchaser will procure that the
Purchaser’s Actuary calculates the Completion Pension Scheme Liabilities and the Longstop
Pension Scheme Liabilities and sends its calculation, in draft of such Pension Scheme
Liabilities and its calculation of the Liability Movement Value (if any) and all calculation
methodology and supporting documentation (the “Pension Pack”) to the Vendor within 60 Business
Days of having been so notified (or such other date as may be agreed between the Vendor and
the Purchaser).
	 
	3.2	 	The Vendor and the Vendor’s Actuary shall have 60 Business Days following receipt of the
Pension Pack pursuant to paragraph 3.1 to review such materials. The Purchaser shall procure
that the Purchaser’s Actuary, the Company and the Pension Scheme provide all information
reasonably requested by the Vendor or the Vendor’s Actuary to enable the Vendor’s Actuary to
check and confirm its agreement (or not) to the contents of the Pension Pack. If the
Purchaser fails to provide such information within such period (and any extension agreed by
the Vendor and the Purchaser) the matter shall be treated as a dispute and shall be resolved
under paragraph 6 below.
	 
	3.3	 	Unless the Vendor shall within 60 Business Days of receipt of the Pension Pack (as provided
in paragraph 3.1) serve a notice in writing on the Purchaser that it objects to the
calculation of the draft Pension Scheme Liabilities and/or of the draft Liability Movement
Value (identifying the reason for any objection and the amount(s) or item(s) and/or
calculation which is/are in dispute) (such notification being, for the purposes of this
paragraph 3.3, an “Objection Notice”) the Vendor shall be deemed to have irrevocably agreed to
the draft Pension Scheme Liabilities and the Purchaser’s calculation of the Liability Movement
Value.
	 
	3.4	 	If, within the period referred to in paragraph 3.3 the Vendor shall serve upon the Purchaser
an Objection Notice then the Vendor and the Purchaser shall use their reasonable endeavours to
reach agreement upon adjustments to the Pension Pack. Neither the Vendor nor the Purchaser
shall be entitled to propose any adjustments to the Pension Scheme Liabilities and the
Liability Movement Value as provided in paragraph 3.1, except: (i) in the case of the Vendor,
an adjustment relating to any item referred to in its Objection Notice and (ii) in the case of
either of them, an adjustment by way of counter-proposal to an adjustment proposed by the
other of them, being in each case, a revision of an adjustment referred to in the Objection
Notice.
	 
	3.5	 	If the Vendor and the Purchaser are unable to reach agreement within 20 Business Days
following service of the Objection Notice, the provisions of paragraph 6 shall apply.
	 
	4.	 	Payment
	 
	 	 	Within 10 Business Days of the agreement or finalisation of the Liability Movement Value in
accordance with this schedule, the Purchaser shall pay to the Vendor (by way of an increase
in the Initial Consideration) an amount equal to the Liability Movement Value, up to a
maximum of £1,200,000, such payment to be in full and final satisfaction of all liability of
the Purchaser to the Vendor under this schedule in respect of the Pension Scheme.




49









 












	5.	 	Undertakings
	 
	 	 	The Vendor and the Purchaser undertake to each other that they will use all reasonable
endeavours to expedite calculation of the Completion Pension Scheme Liabilities, Longstop
Pension Scheme Liabilities and the Liability Movement Value.
	 
	6.	 	Independent Actuary
	 
	 	 	Any dispute between the Vendor’s Actuary and the Purchaser’s Actuary concerning the amount
of the Completion Pension Scheme Liabilities, Longstop Pension Scheme Liabilities, the
Liability Movement Value or any other matter to be certified or agreed between them in
accordance with this schedule may, upon expiry of the appropriate time-limit (if any) by
which such matter is to be certified or agreed in accordance with this schedule and at the
option of either the Vendor or the Purchaser, be referred to an independent actuary to be
appointed by agreement between the Vendor and the Purchaser or, in default of agreement
within 14 days from the first nomination of an actuary by one party to the other, by the
President for the time being of the Institute of Actuaries on the application of either the
Vendor or the Purchaser. The independent actuary shall reach his decision on the basis of
the provisions of this schedule and shall act as an expert and not as an arbitrator. His
decision shall, in the absence of manifest error, be final and binding on the Vendor and
Purchaser and his costs shall be borne by the Vendor and the Purchaser in such proportions
as directed by the independent actuary.
	 
	7.	 	Actuarial Assumptions
	 
	 	 	The Actuarial Assumptions agreed between the Purchaser’s Actuary and the Vendor’s Actuary
for the purposes of calculating the Completion Pension Scheme Liabilities, the Longstop
Pension Scheme Liabilities and the Liability Movement Value are as set out below:
	 
	7.1	 	General assumptions
	 
	 	 	For members in service:






	 	(1)	 	No account shall be taken of lump sum death in service benefits other than
refund of contributions.
	 
	 	(2)	 	No account shall be taken of service beyond the Completion Date in valuing
ill-health pensions and widow(er)s’ pensions on death before retirement. Such
liabilities will be valued using the method in FRS17.






	7.2	 	Financial assumptions





	 	 	 
	Discount rate:
	 	5.00% p.a.
	Salary increases:
	 	3.50% p.a.
	Price inflation:
	 	3.00% p.a.
	Pension increases on LPI pensions:
	 	3.00% p.a.
	Increases to pensions in deferment (non- GMP):
	 	3.00% p.a.








50









 






	7.3	 	Demographic assumptions





	 	 	 
	Mortality before retirement:

	 	AM92/AF92 tables.






	 	 	 
	Mortality after retirement:

	 	PMA92/PFA92 tables based on
the calendar year 2025
	 
	 	 
	Ill health retirement:

	 	No allowance has been made.
	 
	 	 
	Early retirement:

	 	No allowance has been made for retirement
before normal retirement age.
	 
	 	 
	Withdrawals:

	 	Allowance has been made for withdrawals from
service as set out in Lane Clark and
Peacock’s FRS17 report dated 13 January 2006.
	 
	 	 
	Family Details:

	 	90% of men and women are assumed to be
married on retirement or earlier death.
Husbands are assumed to be 3 years older than
their wives.
	 
	 	 
	Commutation:

	 	Allowance has been made for members to
exchange part of their pensions for cash, on
the terms available at the Completion Date
when assessing the Completion Pension Scheme
Liabilities and on the terms available at the
Longstop Date when assessing the Longstop
Pension Scheme Liabilities. It will be
assumed that members commute 3/80ths of their
final pensionable salary for each year of
pensionable service (and proportionately for
additional completed months of pensionable
service).
	 
	 	 
	Membership:

	 	When assessing the Completion Pension Scheme
Liabilities, membership status (i.e. active,
deferred or pensioner) will be the actual
status at Completion Date. When assessing
the Longstop Pension Scheme Liabilities,
membership status will change only for those
members whose status changes as a result of
Structural Changes.







51









 








SCHEDULE 8: DOMAIN NAMES




http://www.flexible-lamps.co.uk/




http://www.flexible-lamps.com/




http://www.flexiblelamps.co.uk/




http://www.phasa.co.uk/




http://www.rubbolite.co.uk/




http://www.rubbolite.com/




52









 





	 	 	 	 	 	 	 	 	 
	Executed as a deed by

	 	 	)	 	 	 	 	 
	UIS INDUSTRIES LIMITED

	 	 	)	 	 	 	 	 
	Acting through its duly authorised

	 	 	)	 	 	 	 	 
	Attorney

	 	 	)	 	 	 /s/ Keith Zar	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Executed as a deed by

	 	 	)	 	 	 	 	 
	TRUCK-LITE CO. LIMITED

	 	 	)	 	 	 	 	 
	Acting through its duly authorised

	 	 	)	 	 	 	 	 
	Attorney

	 	 	)	 	 	 /s/ Jay Birch            /s/ Thi Hanh Jelf	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Executed as a deed by

	 	 	)	 	 	 	 	 
	UNITED COMPONENTS, INC.

	 	 	)	 	 	 	 	 
	By its duly authorised signatory

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 /s/ Keith Zar	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Executed as a deed by

	 	 	)	 	 	 	 	 
	TRUCK-LITE CO., INC.

	 	 	)	 	 	 	 	 
	By its duly authorised attorney

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 /s/ Jay Birch	 	 
	 

	 	 	 	 	 	 	 	 






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