pfaffaquisitionspa.htm


     

    
      

      

    

     

    

      Exhibit
10.1


      


      


      


      


      


      


      


      


      


      ________________________________________________

      


      Share
Purchase Agreement

      


      regarding
the sale and transfer of

      the
shares in

      Pfaff
Beteiligungs GmbH

      


      ________________________________________________

      


      


      


      


      30
September 2008

      


       

      



      
        
          
             

            


             

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      SALE
AND PURCHASE AGREEMENT

      


      


      


      By and
between

      


      
        	
                1.

              	
                Dr. Karl-Heinz Pfaff,
      born 15 March 1933, Schulstr. 56, 86438
Kissing

              


      

      


      
        	
                2.

              	
                Stefan Pfaff, born 27
      March 1962, Bachernstr. 43, 86438
Kissing

              


      

      


      
        	
                3.

              	
                Christoph Pfaff, born 13
      June 1968, Kreuzäckerstr. 11a, 86356 Neusäß OT
  Steppach

              


      

      


      
        	
                4.

              	
                Constanze Glötzinger,
      née Pfaff, born 30 April 1964, Frankenstr.
11,

              


      

      
        	
                 
      

              	
                86368
      Gersthofen

              


      

      
        	
                 
      

              	
                -
      nos. 1 through 4 herein collectively "Family Shareholders"
      -

              


      

      


      
        	
                5.

              	
                EQT Opportunity (No. 1) Limited
      Partnership, Isabelle Chambers, Route Isabelle, St. Peter Port,
      Guernsey GY1 3RA, Guernsey, Channel
Islands,

              


      

      
        	
                 
      

              	
                -
      herein "EQT 1"
      -

              


      

      


      
        	
                6.

              	
                EQT Opportunity (No. 2) Limited
      Partnership, Isabelle Chambers, Route Isabelle, St. Peter Port,
      Guernsey GY1 3RA, Guernsey, Channel
Islands,

              


      

      
        	
                 
      

              	
                -
      herein "EQT 2"
      -

              


      

      


      
        	
                7.

              	
                Investor Investment Northern
      Europe Limited, Canada Court, Upland Road, St. Peter Port,
      Guernsey GY1 3BQ, Channel Islands,

              


      

      
        	
                 
      

              	
                -
      herein "EQT 3"
      -

              


      

      


      
        	
                8.

              	
                EQT Opportunity Limited,
      Isabelle Chambers, Route Isabelle, St. Peter Port, Guernsey GY1 3RA,
      Guernsey, Channel Islands,

              


      

      
        	
                 
      

              	
                -
      herein "EQT 4"
      -

              


      

      


      
        	
                 
      

              	
                -
      nos. 5 through 8 herein collectively "EQT"
  -

              


      

      


      
        	
                9.

              	
                Bernd Wagner, born 22
      May 1961, Burgstaller Str. 7a, 83703
Gmund

              


      

      


      
        	
                10.

              	
                Dr. Volker Norbert
      Bartelt, born 6 May 1961, Dehnerhofstr. 7, 42477
      Radevormwald

              


      


      
        
          
             

            


          

           


        

        
          2

          
            

          

        

        
           


        

      


      


      
        	
                11.

              	
                Dr. Sven Stork, born 6
      June 1940, Postfach 133, Billwil, CH-9245 Oberbüren,
      Switzerland

              


      

      


      
        	
                12.

              	
                Adolf Kretzer, born 14
      May 1942, Eichenallee 36, 57078
Siegen

              


      

      


      
        	
                 
      

              	
                -
      nos. 9 through 12 herein individually "Participant" and
      collectively "Participants"-

              


      

      


      
        	
                 
      

              	
                -
      nos. 1 through 12 herein individually "Seller" and collectively
      "Sellers"-

              


      

      


      and

      


      
        	
                13.

              	
                Yale Industrials Products
      GmbH, with its business address at Am Lindenkamp 31, 42549 Velbert,
      Germany

              


      

      
        	
                 
      

              	
                -
      herein "Purchaser"
      -

              


      

      


      and

      


      
        	
                14.

              	
                Columbus McKinnon Corporation,
      with its business address at 140 John James Audubon Parkway,
      Amherst, New York 14228-1197, USA

              


      

      


      
        	
                 
      

              	
                -
      herein "Guarantor"
      -

              


      

      


      
        	
                 
      

              	
                -
      each of Sellers, Purchaser and Guarantor herein also referred to
      individually as a "Party" and collectively
      as "Parties"-

              


      

      



      
        
          
             

            


          

           


        

        
          3

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      


       page

       

      
        	
                 List of
      Definitions

              	
                5

              


      

       

      
        	
                 List of
      Exhibits

              	
                7

              


      

       

      
        	
                 Preamble

              	
                8

              


      

       

      
        	
                1.

              	
                Current
      Status and Transaction Dates 

              	
                8

              


      

       

      
        	
                2.

              	
                Sale and
      Transfer of Shares 

              	
                14

              


      

       

      
        	
                3.

              	
                Purchase
      Price and Rules for Payment 

              	
                16

              


      

       

      
        	
                4.

              	
                Scheduled
      Closing Date, Closing Date and Closing 

              	
                18

              


      

       

      
        	
                5.

              	
                Sellers’
      Guarantees 

              	
                19

              


      

       

      
        	
                5a.1 

              	Tax
      Indemnity	
                30

              


      

       

      
        	
                6.

              	
                Remedies
      for Breach of Sellers’ Guarantees 

              	
                34

              


      

       

      
        	
                7.

              	
                Limitation
      of Claims 

              	
                39

              


      

       

      
        	
                8.

              	
                Guarantees
      of the Purchaser and the Guarantor 

              	
                41

              


      

       

      
        	
                9.

              	
                [Intentionally
      Left Blank] 

              	
                43

              


      

       

      
        	
                10.

              	
                Stefan
      Pfaff 

              	
                45

              


      

       

      
        	
                11.

              	
                Phoenix’
      Loan Balance 

              	
                46

              


      

       

      
        	
                12.

              	
                Continuation
      of the business after Signing and other Obligations 

              	
                47

              


      

       

      
        	
                13.

              	
                Merger
      Control Indemnity 

              	
                47

              


      

       

      
        	
                14.

              	
                Guarantor 

              	
                47

              


      

       

      
        	
                15.

              	
                Confidentiality,
      Announcements 

              	
                47

              


      

       

      
        	
                16.

              	
                Costs,
      Fees and Taxes 

              	
                48

              


      

       

      
        	
                17.

              	
                Governing
      Law, Arbitration 

              	
                49

              


      

       

      
        	
                18.

              	
                Entire
      Agreement and Amendments 

              	
                49

              


      

       

      
        	
                19.

              	
                Notices
      and Exercise of Rights 

              	
                50

              


      

       

      
        	
                20.

              	
                Miscellaneous 

              	
                51

              


      


      
        
          
             

            


          

           


        

        
          4

          
            

          

        

        
           


        

      


       

      List
of Definitions

       

      
        	
                Term

              	
                defined
      in

              	 
      	
                Term

              	
                defined
      in 

              


      

      


      
        	
                —A—

              	 
      	 
      	
                Escrow
      Balance

              	
                43

              
	
                Agreement

              	
                8

              	 
      	
                Exempted
      Claims

              	
                39

              
	
                AktG

              	
                21

              	 
      	
                —F—

              	 
      
	
                Alltec
      GmbH

              	
                11

              	
                 
      

              	
                Family
      Shareholders

              	
                Caption

              
	
                Appointee

              	
                49

              	 
      	
                Financial
      Statements 2007

              	
                23

              
	
                —B—

              	 
      	 
      	
                Foreign
      Subsidiaries

              	
                13

              
	
                Best
      Knowledge of the Sellers

              	
                29

              	 
      	
                —G—

              	 
      
	
                BGB

              	
                15

              	 
      	
                German
      Subsidiaries

              	
                13

              
	
                Brunnhuber
      Case

              	
                25

              	 
      	
                Group
      Companies

              	
                14

              
	
                Business
      Day

              	
                17

              	 
      	
                Group
      Company

              	
                14

              
	
                —C—

              	 
      	 
      	
                Guarantor

              	
                Caption

              
	
                Claim
      Notice

              	
                44

              	 
      	
                —H—

              	 
      
	
                Closing

              	
                18

              	 
      	
                HGB

              	
                23

              
	
                Closing
      Date

              	
                14

              	 
      	
                —I—

              	 
      
	
                Closing
      Events

              	
                18

              	 
      	
                Inactive
      Companies

              	
                13

              
	
                Co-Investment
      Agreement

              	
                8

              	 
      	
                Interest
      Amount

              	
                16

              
	
                Corresponding
      Tax Benefits

              	
                32

              	 
      	
                Investment
      Agreement

              	
                8

              
	
                —D—

              	 
      	 
      	
                —J—

              	 
      
	
                Deductible

              	
                39

              	 
      	
                Joint
      Instruction

              	
                43

              
	
                De-Minimis
      Claims

              	
                39

              	 
      	
                —K—

              	 
      
	
                Dreier
      GmbH

              	
                11

              	 
      	
                Key
      Employees

              	
                25

              
	
                —E—

              	 
      	 
      	
                —L—

              	 
      
	
                Effective
      Date

              	
                14

              	 
      	
                Liability
      Cap

              	
                40

              
	
                EQT

              	
                Caption

              	 
      	
                Loan
      Agreement

              	
                8

              
	
                EQT
      1

              	
                Caption

              	 
      	
                Loan
      Payment

              	
                42

              
	
                EQT
      2

              	
                Caption

              	 
      	
                Locked-Box
      Claims

              	
                40

              
	
                EQT
      3

              	
                Caption

              	 
      	
                Losses

              	
                34

              
	
                EQT
      4

              	
                Caption

              	 
      	
                —M—

              	 
      
	
                Equity
      Value

              	
                16

              	 
      	
                Material
      Agreements

              	
                27

              
	
                Escrow
      Account

              	
                17

              	 
      	
                Material
      Assets

              	
                24

              
	
                Escrow
      Agents

              	
                43

              	 
      	
                Material
      Intellectual Property Rights

              	
                23

              
	
                Escrow
      Agreement

              	
                17

              	 
      	
                Monthly
      Reportings

              	
                24

              
	
                Escrow
      Amount

              	
                16

              	 
      	 
      	 
      


      

      



      
        
          
             

            


          

           


        

        
          5

          
            

          

        

        
           


        

      


      


      
        	
                —N—

              	 
      	 
      	
                —R—

              	 
      
	
                No-Direct
      Recourse

              	
                40

              	 
      	
                Relevant Tax Matter

              	
                33

              
	
                —O—

              	 
      	 
      	
                Residual
      Purchase Price

              	
                16

              
	
                Ordinary
      Course of Business

              	
                21

              	 
      	
                —S—

              	 
      
	
                —P—

              	 
      	 
      	
                Scheduled
      Closing Date

              	
                18

              
	
                Participant

              	
                Caption

              	 
      	
                Seller

              	
                Caption

              
	
                Participants

              	
                Caption

              	 
      	
                Sellers

              	
                Caption

              
	
                Parties

              	
                Caption

              	 
      	
                Sellers
      Affiliates

              	
                22

              
	
                Party

              	
                Caption

              	 
      	
                Sellers
      Bank Account

              	
                17

              
	
                Pension
      Schemes

              	
                26

              	 
      	
                Sellers’
      Guarantee

              	
                19

              
	
                Permits

              	
                25

              	 
      	
                Sellers’
      Guarantees

              	
                19

              
	
                Pfaff
      Benelux

              	
                12

              	 
      	
                Share

              	
                10

              
	
                Pfaff
      England

              	
                11

              	 
      	
                Shareholder
      Agreements

              	
                24

              
	
                Pfaff
      GmbH

              	
                8

              	 
      	
                Shares

              	
                10

              
	
                Pfaff
      Hebezeugfabrik

              	
                10

              	 
      	
                Signing
      Date

              	
                14

              
	
                Pfaff
      Österreich

              	
                12

              	 
      	
                Stefan Pfaff Loan

              	
                8

              
	
                Pfaff
      Polen

              	
                12

              	 
      	
                —T—

              	 
      
	
                Pfaff
      Rumänien

              	
                13

              	 
      	
                Tax

              	
                30

              
	
                Pfaff
      Schweiz

              	
                11

              	 
      	
                Tax
      Authority

              	
                30

              
	
                Pfaff Tax Indemnity

              	
                33

              	 
      	
                Tax
      Claims

              	
                34

              
	
                Pfaff
      Ungarn

              	
                13

              	 
      	
                Tax
      De-Minimis

              	
                40

              
	
                Pfaff
      Verkehrstechnik Beteiligungs GmbH

              	
                10

              	 
      	
                Tax
      Refund

              	
                30

              
	
                Pfaff
      Verkehrstechnik KG

              	
                10

              	 
      	
                Tax
      Return

              	
                31

              
	
                Phoenix

              	
                43

              	 
      	
                Taxes

              	
                30

              
	
                Phoenix’ Loan
      Balance

              	
                43

              	 
      	
                Third
      Party Claim

              	
                37

              
	
                Pre-Effective
      Date Period

              	
                30

              	 
      	
                Time
      Limitations

              	
                39

              
	
                Pre-Effective
      Date Tax

              	
                30

              	 
      	
                Title
      Claims

              	
                39

              
	
                Purchase
      Price

              	
                16

              	 
      	
                —V—

              	 
      
	
                Purchaser

              	
                Caption

              	 
      	
                Verkehrstechnik
      Verwaltungs GmbH i.L.

              	
                13

              
	
                Purchaser
      Claim

              	
                35

              	 
      	 
      	 
      


      

      


      


      



      
        
          
             

            


          

           


        

        
          6

          
            

          

        

        
           


        

      


       

      List
of Exhibits 

       

      


      
        	
                Exhibit 1.5

              	
                Legal
      structure of the Group Companies

              
	
                Exhibit 2.4

              	
                Shareholders’
      resolution

              
	
                Exhibit 2.6

              	
                Consents
      of spouses

              
	
                Exhibit 3.3.1

              	
                Escrow
      Agreement

              
	
                Exhibit 5.1.2

              	
                Third
      party rights to the Shares

              
	
                Exhibit 5.1.4

              	
                Rights
      to shares in the German Subsidiaries

              
	
                Exhibit 5.1.5

              	
                Rights
      to shares in the Foreign Subsidiaries

              
	
                Exhibit
      5.1.6a

              	
                List
      of pending resolutions of Group Companies

              
	
                Exhibit 5.1.9a

              	
                Disclosures
      to the Ordinary Course of Business

              
	
                Exhibit 5.1.10

              	
                Material
      Intellectual Property Rights

              
	
                Exhibit 5.1.11 (i)

              	
                Exempted
      items of the Financial Statements 2007

              
	
                Exhibit
      5.1.11 (ii)

              	
                Inactive
      Companies (employees, assets, liabilities)

              
	
                Exhibit
      5.1.12

              	
                Shareholder
      Agreements

              
	
                Exhibit 5.1.13

              	
                Monthly
      Reporting January to August 2008

              
	
                Exhibit 5.1.14

              	
                Fixed
      assets (Anlagevermögen)
      and inventories (Vorräte)
      not owned or lawfully possessed

              
	
                Exhibit 5.1.15

              	
                Permits

              
	
                Exhibit 5.1.16

              	
                Court
      proceedings including arbitration proceedings

              
	
                Exhibit 5.1.17

              	
                Product
      Liability/Warranty Liability Claims

              
	
                Exhibit 5.1.18 (i)

              	
                Key
      Employees

              
	
                Exhibit
      5.1.18 (ii)

              	
                Key
      Employees who have given a written termination notice

              
	
                Exhibit 5.1.19

              	
                List
      of collective bargaining agreements

              
	
                Exhibit 5.1.20

              	
                Pensions
      (schemes, plans and arrangements, obligations)

              
	
                Exhibit 5.1.21

              	
                Real
      property sublease

              
	
                Exhibit 5.1.24

              	
                Material
      Agreements

              
	
                Exhibit 5.1.26

              	
                Compliance
      with applicable laws

              
	
                Exhibit 5.1.27

              	
                Public
      subsidies

              
	
                Exhibit 5.1.28

              	
                List
      of material insurance policies

              
	
                Exhibit
      5.4

              	
                Protocol
      related to the inquiry process

              
	
                Exhibit
      5a.7

              	
                Tax
      Indemnity to EQT

              
	
                Exhibit 11.1

              	
                Phoenix
      Loan Balance

              
	
                Exhibit 17.2

              	
                Arbitration
      Agreement

              


      


      
        
          
             

            


          

           


        

        
          7

          
            

          

        

        
           


        

      


       

      Preamble

       

      
        	
                (A)  

              	
                The
      Sellers are the sole shareholders of Pfaff Beteiligungs GmbH, a limited
      liability company (Gesellschaft mit beschränkter
      Haftung) organised under the laws of Germany, registered with the
      Commercial Register of the Local Court of Augsburg under HRB 15109 and
      having its registered offices in Kissing, Germany (herein "Pfaff
      GmbH").

              


      

       

      
        	
                (B)  

              	
                EQT
      has acquired the majority shareholding in Pfaff GmbH pursuant to an
      investment agreement (notarial deed no. 6256/2006 of the notary public Dr.
      Bernhard Schaub with office at Tal 12, 80331 Munich) entered into between
      EQT and the Family Shareholders on 13 October 2006 (herein "Investment Agreement")
      by way of a capital increase in Pfaff
GmbH.

              


      

       

      
        	
                (C)  

              	
                The
      Participants acquired their shares in Pfaff GmbH from EQT pursuant to a
      co-investment agreement (notarial deed no. 1499/2007 of the notary public
      Dr. Thomas Engel with office at Theatinerstraße 8/III, 80333 Munich)
      entered into between EQT, the Family Shareholders and the Participants on
      24 May 2007 (herein "Co-Investment
      Agreement").

              


      

       

      
        	
                (D)  

              	
                Pfaff
      GmbH has a claim on Mr. Stefan Pfaff for repayment of a loan (herein the
      "Stefan Pfaff
      Loan") shown in
      the Financial Statements 2007 (as defined in Section 5.1.11 below) in the amount of
      EUR 1,129,587.22 (in words: one million one hundred and twenty-nine
      thousand five hundred eighty-seven Euros and twenty-two Eurocents)
      pursuant to several loan agreements (herein collectively "Loan
      Agreement").

              


      

       

      
        	
                (E)  

              	
                The
      Sellers have concluded that they wish to sell and transfer the Shares to
      the Purchaser upon the terms and conditions of this share purchase
      agreement (herein "Agreement") and the
      Purchaser wishes to purchase and acquire all Shares from the Sellers upon
      the terms and conditions of this
Agreement.

              


      

       

      Now,
therefore, the Parties agree as follows:

       

       

      
        	
                1.  

              	
                Current
      Status and Transaction Dates

              


      

       

       

      
        	
                1.1  

              	
                The
      Sellers hold the shares (Geschäftsanteile) in
      Pfaff GmbH in the nominal amounts shown below and which represent the
      entire stated share capital (Stammkapital)
      ofPfaff
      GmbH in the nominal amount of EUR 3,640,000.00 (in words: three
      million six hundred and forty thousand
Euros):

              


      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                Shareholder
      (Gesellschafter)

              	
                shares (Geschäftsanteile) "A"

              	
                shares (Geschäftsanteile) "B"

              	
                Sum

              
	
                a)       Dr.
      Karl-Heinz Pfaff

              	
                132,120

              	
                22,020

              	
                154,140

              
	
                b)       Stefan
      Pfaff

              	
                36,000

                61,740

              	
                16,290

              	
                114,030

              
	
                c)       Christoph
      Pfaff

              	
                59,400

                61,740

              	
                20,190

              	
                141,330

              
	
                d)       Constanze
      Glötzinger

              	
                59,400

                57,600

              	
                19,500

              	
                136,500

              
	
                e)EQT
      Opportunity (No. 1) Limited Partnership

              	
                1,267,000

              	
                238,010

              	
                1,505,010

              
	
                f)EQT
      Opportunity (No. 2) Limited Partnership

              	
                396,000

              	
                74,400

              	
                470,400

              
	
                g)Investor
      Investment Northern Europe Limited

              	
                554,400

              	
                104,150

              	
                658,550

              
	
                h)EQT
      Opportunity Limited

              	
                92,600

              	
                17,340

              	
                109,940

              
	
                k)Bernd
      Wagner

              	
                62,000

              	
                700

              	
                62,700

              
	
                l)Dr.
      Volker Norbert Bartelt

              	
                135,000

              	
                1,550

              	
                136,550

              


      

      


       


      
        
          
             

            


          

           


        

        
          9

          
            

          

        

        
           


        

      


      


       

      
        	
                m) Dr.
      Sven Stork

              	
                91,000

              	
                3,650

              	
                94,650

              
	
                n)Adolf
      Kretzer

              	
                54,000

              	
                2,200

              	
                56,200

              
	
                Sum

              	
                3,120,000

              	
                520,000

              	
                3,640,000

              


      

      


       

      The
shares described above are herein referred to individually "Share" and collectively "Shares".

       

       

      
        	
                1.2  

              	
                Pfaff
      GmbH is the direct or indirect parent company in the following entities:
      

              


      

       

      
        	
                1.

              	
                Pfaff-silberblau
      Hebezeugfabrik GmbH, a limited liability company incorporated under the
      laws of Germany, registered with the commercial register of the lower
      court of Augsburg under registration number HRB 22844 and having its
      registered office in Kissing. The stated
      capital of Pfaff Hebezeugfabrik amounts to
      EUR 1,000,000.00.

              	
                (herein
      "Pfaff
      Hebezeugfabrik")

              
	
                2.

              	
                Pfaff
      GmbH is the sole limited partner of Pfaff-silberblau Verkehrstechnik GmbH
      & Co. KG, a limited partnership incorporated under the laws of
      Germany, registered with the commercial register of the lower court of
      Augsburg under registration number HRA 14760 and having its registered
      office in Kissing. The sole
      general partner (persönlich haftender
      Gesellschafter) without any capital interest (ohne Kapitalanteil) of
      Pfaff Verkehrstechnik KG is Verkehrstechnik Beteiligungs
    GmbH.

              	
                (herein
      "Pfaff Verkehrstechnik
      KG")

              
	
                3.

              	
                Pfaff
      GmbH holds the sole share in Pfaff-silberblau Verkehrstechnik Beteiligungs
      GmbH, a limited liability company incorporated under the laws of Germany,
      registered with the commercial register of the lower court of Augsburg
      under registration number HRB 21445 and having its registered office
      in Kissing. The stated
      capital of Verkehrstechnik Beteiligungs GmbH amounts to EUR 25,000.00
      and consist of one single share in this amount.

              	
                (herein
      "Pfaff Verkehrstechnik Beteiligungs
      GmbH")

              


      

      



      
        
          
             

            


          

           


        

        
          10

          
            

          

        

        
           


        

      


      


      
        	
                4.

              	
                Pfaff
      Hebezeugfabrik holds all shares in ALLTEC Antriebstechnik GmbH, a limited
      liability company incorporated under the laws of Germany, registered with
      the commercial register of the lower court of Stuttgart under registration
      number HRB 104085 and having its registered office in Heilbronn. The stated
      capital of Alltec GmbH amounts to EUR 500,000.00.

              	
                (herein
      "Alltec
      GmbH")

              
	
                5.

              	
                Pfaff
      Hebezeugfabrik holds all shares in Dreier Transportgeräte, Lager- und
      Betriebseinrichtungen GmbH, a limited liability company incorporated under
      the laws of Germany, registered with the commercial register of the lower
      court of Augsburg under registration number HRB 15048 and having its
      registered office in Kissing. The stated
      capital of Dreier GmbH amounts to DEM 100,000.

              	
                (herein
      "Dreier
      GmbH")

              
	
                6.

              	
                Pfaff
      Hebezeugfabrik holds all shares in Pfaff-silberblau Hebezeuge und
      Antriebstechnik AG, a company incorporated under the laws of Switzerland,
      registered with the commercial register of the canton Zurich under
      registration number CH-020.3.920.021-1 and having its registered office in
      Buchs/Switzerland. The stated capital of Pfaff Schweiz amounts to
      CHF 150,000.

              	
                (herein
      "Pfaff
      Schweiz")

              


      

      



      
        
          
             

            


          

           


        

        
          11

          
            

          

        

        
           


        

      


      


      
        	
                7.

              	
                Pfaff
      Hebezeugfabrik holds all shares in Pfaff-silberblau Ltd., a company
      incorporated under the laws of England, registered with the commercial
      register of Cardiff under registration number 1754473 and having its
      registered office in Prenton/England. The stated capital of Pfaff England
      amounts to GBP 50,000.

              	
                (herein
      "Pfaff
      England")

              
	
                8.

              	
                Pfaff
      Hebezeugfabrik holds 40 shares in the nominal amount of NLG 1,000
      each, in total NLG 40,000, respectively, of Pfaff-silberblau Benelux B.V.,
      a company incorporated under the laws of the Netherlands, registered with
      the commercial register of Zuid-Limburg under registration number 14059942
      and having its registered office in Voerendaal/Netherlands. The total
      stated capital of Pfaff Benelux amounts to NLG 40,000.

              	
                (herein
      "Pfaff
      Benelux")

              
	
                9.

              	
                Pfaff
      Hebezeugfabrik holds the sole share in Pfaff-silberblau Winden und
      Hebezeuge GesmbH, a company incorporated under the laws of Austria,
      registered with the commercial register of the district court of Wiener
      Neustadt under registration number FN 109585 f and having its registered
      office in Leobersdorf/Austria. The stated capital of Pfaff Österreich
      amounts to EUR 36,336.40 and consists of one single share in this
      amount.

              	
                (herein
      "Pfaff
      Österreich")

              
	
                10.

              	
                Pfaff
      Hebezeugfabrik holds all shares in Pfaff-silberblau Polska Sp.z.o.o., a
      company incorporated under the laws of Poland, registered with the
      commercial register of Posen, Abt. 21 (Wirtschaftsangelegenheiten)
      under registration number 0000213299 and having its registered office in
      Poznan/Poland. The stated capital of Pfaff Polen amounts to
      PLN 150,000.00.

              	
                (herein
      "Pfaff
      Polen")

              


      

      



      
        
          
             

            


          

           


        

        
          12

          
            

          

        

        
           


        

      


      


      
        	
                11.

              	
                Pfaff
      Hebezeugfabrik holds all shares in Pfaff-silberblau Hungària Csörlök es
      Emelöszközök Kereskedelmi KFT, a company incorporated under the laws of
      Hungary, registered with the commercial register of Budapest under
      registration number 13-09- and having its registered office in
      Vece’s/Hungary. The stated capital of Pfaff Ungarn amounts to
      HUF 6,000,000.

              	
                (herein
      "Pfaff
      Ungarn")

              


      

      


       

      
        	
                 
      

              	
                -
      nos. 1. through 5. hereinafter collectively referred to as the "German Subsidiaries"
      -

              


      

      
        	
                 
      

              	
                -
      nos. 6. through 11. hereinafter collectively referred to as the "Foreign Subsidiaries"
      -

              


      

      


       

      
        	
                1.3  

              	
                The
      following companies are former active subsidiaries of Pfaff
      GmbH:

              


      

       

      
        	
                1.

              	
                Pfaff-silberblau
      Verkehrstechnik Verwaltungs GmbH i.L., Friedberg (ehemals
      Tennis-Center-Ost Derching GmbH, Friedberg)

              	
                (herein
      "Verkehrstechnik
      Verwaltungs GmbH i.L")

              
	
                2.

              	
                Pfaff-silberblau
      Utilaje de Ridicat si Transportat S.R.L.,
    Bucuresti/Rumänien

              	
                (herein
      "Pfaff
      Rumänien")

              


      

      


       

      Verkehrstechnik
Verwaltungs GmbH i.L. is currently in the process of liquidation.

       

      Pfaff
Rumänien has been closed and is currently in the process of
liquidation.

       

      (Verkehrstechnik
Verwaltungs GmbH i.L. and Pfaff Rumänien herein collectively "Inactive
Companies").

       

       

      
        	
                1.4  

              	
                Pfaff
      GmbH is party to (i) a domination and profit and loss pooling agreement
      (Beherrschungs- und
      Gewinnabführungsvertrag) with Pfaff-Hebezeug­fabrik and (ii)
      aprofit and loss pooling agreement with Alltec GmbH and (iii) a domination
      and profit and loss pooling agreement with Dreier
  GmbH.

              


      

       


      
        
          
             

            


          

           


        

        
          13

          
            

          

        

        
           


        

      


       

      


       

       

      
        	
                1.5  

              	
                Pfaff
      GmbH, the German Subsidiaries and the Foreign Subsidiaries are herein
      individually and collectively "Group Company" or the
      "Group Companies".
      The legal structure of the Group Companies as of the Signing Date is set
      out in Exhibit 1.5.

              


      

       

       

      
        	
                1.6  

              	
                Effective
      Date, Signing Date and Closing Date shall each have the following meaning
      in this Agreement:

              


      

       

      
        	
                1.6.1  

              	
                "Effective Date" shall be
      31 December 2007, 24:00 Hours.

              


      

       

      
        	
                1.6.2  

              	
                "Signing Date" shall be
      the day on which this Agreement has been duly executed before a notary
      public.

              


      

       

      
        	
                1.6.3  

              	
                "Closing Date" shall be
      the day on which all, and not some only, of the Closing Events (as defined
      in Section 4.4 below) shall have taken
      place and/or have been duly waived, as the case may
  be.

              


      

       

       

      
        	
                2.  

              	
                Sale
      and Transfer of Shares 

              


      

       

       

      
        	
                2.1  

              	
                Sale
      of Shares

              


      

       

      The
Sellers hereby sell with commercial effect (mit wirtschaftlicher Wirkung)
as of the Effective Date and subject to the terms and conditions of this
Agreement the Shares in Pfaff GmbH to the Purchaser and the Purchaser hereby
purchases the Shares from the Sellers.

       

       

      
        	
                2.2  

              	
                Ancillary
      Rights

              


      

       

      The sale
of the Shares shall include all rights and obligations pertaining thereto,
including the dividend rights (Gewinnbezugsrecht) to all
profits not yet distributed to the Sellers on the Closing Date except as
provided otherwise in this Agreement.

       

       

      
        	
                2.3  

              	
                Transfer
      of the Shares

              


      

       

      Each
Seller hereby transfers the Shares set out next to his name in Section 1.1 to the Purchaser and Purchaser accepts such
transfer of the Shares. The transfer of the Shares

       

      pursuant
to the foregoing sentence shall be subject (aufschiebend bedingt) to the
payment of the Purchase Price pursuant to Section 3.2 into the Sellers’ Account and the Escrow Account,
respectively, and shall occur with in rem effect (dinglicher Wirkung) as of the
Closing Date, it being understood that for purposes of this clause the Closing
Event set forth in Section 4.4.1 shall not be part of the definition of
Closing Date.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      
        	
                2.4  

              	
                Approval
      of Shareholders’ Meeting

              


      

       

      The
shareholders’ meeting of Pfaff GmbH has unanimously approved the sale and
transfer of the Shares set out in this Agreement by resolution as of todate as
set out in the shareholders’ resolution protocol, a copy of which is attached to
this Agreement as Exhibit 2.4.

       

       

      
        	
                2.5  

              	
                Waiver
      of Certain Rights

              


      

       

      The
Sellers hereby waive any and all rights, claims and entitlements they may have
with respect to the Shares, i.e. any pre-emption rights, rights of first
refusal, approval rights, usufruct, encumbrances and the like relating to the
transactions contemplated under this Agreement, in particular the sale and
transfer of the Shares. Dr. Karl-Heinz Pfaff expressly waives any usufruct
rights regarding the Shares held by Constanze Glötzinger, Stefan Pfaff and
Christoph Pfaff and EQT expressly waive any pledges regarding the Shares held by
the Family Shareholders. Any other rights of the Sellers against each others
pursuant to the Investment Agreement and the Co-Investment Agreement remain
unaffected.

       

       

      
        	
                2.6  

              	
                Approval
      of Spouses

              


      

       

      The
Family Shareholders do not require the consent of their spouses since they
either live with their spouses under the marital property regime of separation
of goods (Gütertrennung) or the sale
and transfer of the Shares is exempted from any such consent by virtue of a
modified statutory marital property regime (modifizierte
Zugewinngemeinschaft). The spouses of the Participants have consented to
the execution and consummation of this Agreement, including the sale and
transfer of the Shares, in all respects, including under Section 1365 of
the German Civil Code (Bürgerliches Gesetzbuch - BGB, herein "BGB"), in particular the
spouse of Mr. Wagner as trustor of the Shares held by her; copies of the
respective declarations of consent are attached to this Agreement as Exhibit 2.6.

       


      
        
          
             

            


          

           


        

        
          15

          
            

          

        

        
           


        

      


      


       

       

      
        	
                3.  

              	
                Purchase
      Price and Rules for Payment

              


      

       

       

      
        	
                3.1  

              	
                Purchase
      Price

              


      

       

      The
purchase price for the Shares sold pursuant to Section 2.1 shall be the aggregate of

       

      
        	
                3.1.1  

              	
                a
      fixed amount of

              


      

       

      EUR
36,000,000.00

       

      (in
words: thirty six million Euros)

       

      (herein
"Equity
Value")

       

      plus

       

      
        	
                3.1.2  

              	
                an
      amount equivalent to interest on the Equity Value at a rate of 1 (one)
      percent per month for the period after 15 October 2008 (if any) until, and
      including, the date of payment (herein "Interest
      Amount");

              


      

       

      (herein
"Purchase
Price").

       

       

      
        	
                3.2  

              	
                Payment

              


      

       

      
        	
                3.2.1  

              	
                On
      the Scheduled Closing Date the Purchaser shall pay the Purchase Price to
      the Sellers as follows:

              


      

       

      
        	
                a)  

              	
                EUR
      3,600,000.00 (in words: three million six hundred thousand Euros) (herein
      "Escrow Amount")
      into the Escrow Account as defined in Section 3.3.1 below;
and

              


      

       

      
        	
                b)  

              	
                the
      balance of the Equity Value minus the Escrow Amount in the amount of EUR
      32,400,000.00 (in words: thirty two million four hundred thousand Euros)
      plus the Interest Amount (herein "Residual Purchase
      Price") into the Sellers Bank Account as defined in Section 3.3.2
below.

              


      

       

      
        	
                3.2.2  

              	
                Any
      payments to be made under this Agreement shall be made by irrevocable wire
      transfer in immediately available funds, value as of the relevant due date
      set out in this Agreement or otherwise provided by law, free of bank
      and/or any other charges.

              


      

       

      
        	
                3.2.3  

              	
                Sellers
      and Purchaser agree that payment of the Escrow Amount into the Escrow
      Account and payment of the Residual Purchase Price into Sellers’ Bank
      Account shall constitute fulfilment (Erfüllung) of
      Purchaser’s obligation to pay and Sellers’ claim for payment of the
      Purchase Price.

              


      

       


      
        
          
             

            


          

           


        

        
          16

          
            

          

        

        
           


        

      


      


       

       

      
        	
                3.3  

              	
                Escrow
      Account and Sellers’ Bank Account

              


      

       

      
        	
                3.3.1  

              	
                The
      Escrow Amount shall be paid by Purchaser into the following bank
      account:

              


      

       

      Account
holder:                                                                           Fellmann
Christ Partner

                          
Elisabethenanlage 11, 4051 Basel

      Account
number:                                                                         0233-721811.60F

      Bank:                                                                              UBS
AG,

               Aeschenvorstadt 1,
4051 Basel

      IBAN:                                                                                  CH15
0023 3233 7218 1160 F

      SWIFT-BIC:                                                                        UBSWCHZH80A

      


      (herein
"Escrow Account") solely
as security for, and only recourse against the Sellers with respect to, any
Purchaser Claims (as defined in Section 6.2
below). The Escrow Account shall be governed by the terms of the escrow
agreement attached hereto as Exhibit 3.3.1
(herein "Escrow
Agreement") and the Escrow Amount together with all interest accrued
thereon shall only be released in accordance with the terms of the Escrow
Agreement.

       

      
        	
                3.3.2  

              	
                Any
      payments, except for the Escrow Amount, owed by the Purchaser to the
      Sellers under this Agreement shall be paid into the following bank account
      or to such other bank account of which the Sellers have notified the
      Purchaser at least three (3) Business Days prior to the respective payment
      being due:

              


      

       

      Account
holder:                                                                          
 Phoenix Holdings Guernsey Limited

      Account
number:                                                                          2029
– 56298891

      Bank:                                                                               Royal
Bank of Scotland

      IBAN:                                                                                GB15 RBOS 1620 2956 2988
91

      SWIFT-BIC:                                                                         RBOSGGSP

      


      (herein
"Sellers Bank Account").
Sellers shall instruct the bank maintaining the Sellers’ Bank Account to confirm
receipt of the Residual Purchase Price at the Closing via fax to Sellers and to
Purchaser immediately after such payment has been received by the
bank.

       

      A "Business Day" shall mean a day
on which banks in Frankfurt are open for business excluding
Saturdays.

       


      
        
          
             

            


          

           


        

        
          17

          
            

          

        

        
           


        

      


      


       

       

      
        	
                4.  

              	
                Scheduled
      Closing Date, Closing Date and
Closing

              


      

       

       

      
        	
                4.1  

              	
                Closing

              


      

       

      The
consummation of the transaction contemplated hereunder (herein "Closing") shall take place on
1 October 2008 or at any other time or place as the Parties may mutually agree
(herein "Scheduled Closing
Date").

       

       

      
        	
                4.2  

              	
                [Intentionally
      left blank.]

              


      

       

       

      
        	
                4.3  

              	
                [Intentionally
      left blank.]

              


      

       

       

      
        	
                4.4  

              	
                Closing
      Events

              


      

       

      On the
Scheduled Closing Date, the Parties shall carry out the following actions (the
"Closing Events") in the
order shown below:

       

      
        	
                4.4.1  

              	
                Delivery
      by the Sellers of resignation letters signed by the members of the board
      (Beirat) of Pfaff
      GmbH such resignations becoming effective as of the Closing
    

              


      

       

      
        	
                4.4.2  

              	
                Payment
      by the Purchaser of the Escrow Amount into the Escrow
    Account

              


      

       

      
        	
                4.4.3  

              	
                Payment
      by the Purchaser of the Residual Purchase Price into the Sellers Bank
      Account.

              


      

       

       

      
        	
                4.5  

              	
                Closing
      Confirmation

              


      

       

      On the
Closing Date, the Parties shall confirm that the Closing has
occurred.

       

       

      
        	
                4.6  

              	
                Withdrawal

              


      

       

      
        	
                4.6.1  

              	
                [Intentionally
      left blank.]

              


      

       

      
        	
                4.6.2  

              	
                In
      the event the Purchaser has failed to pay either the Escrow Amount or the
      Residual Purchase Price within ten (10) Business Days after the Scheduled
      Closing Date, the Sellers may withdraw from this Agreement. If the Sellers
      withdraw from this Agreement, then the Purchaser shall be obliged to pay a
      contractual penalty in the amount of EUR 3,000,000.00 (in words:
      three million Euros). The contractual penalty constitutes the Sellers
      minimum damage (Mindestschaden) and
      shall not prejudice the Sellers in
whatsoever

              


      

       


      
        
          
             

            


          

           


        

        
          18

          
            

          

        

        
           


        

      


      form to
claim further damages against the Purchaser incurred in connection with this
Agreement or the transactions contemplated under this Agreement.

       

      
        	
                4.6.3  

              	
                Any
      withdrawal by the Sellers shall be declared by EQT 1 representing all
      of the Sellers by giving written notice to the Purchaser. The Sellers
      (except EQT 1) hereby (i) irrevocably grant power of attorney to
      EQT 1 to declare the withdrawal on behalf of the Sellers and (ii)
      release EQT 1 from the restrictions of Section 181 BGB or any
      applicable similar provision of foreign jurisdictions, if
    any.

              


      

       

      
        	
                4.6.4  

              	
                In
      case of a withdrawal, this Agreement shall be rescinded except that this
      Section 4.6 and Sections 15 to 20 shall in
      each case survive and remain in full force and
  effect.

              


      

       

       

      
        	
                5.  

              	
                Sellers’
      Guarantees

              


      

       

       

      
        	
                5.1  

              	
                General

              


      

       

      The
Sellers hereby guarantee to the Purchaser by way of an independent guarantee
(selbständiges
Garantieversprechen) pursuant to Section 311 (1) BGB and subject to the
limitations contained in this Agreement, in particular but not limited to the
remedies set out in Section 6, that the following statements are true and
correct in each case as of the Signing Date, and, unless expressly specified
otherwise herein, also as of the Closing Date (herein "Sellers’ Guarantees" or "Sellers’
Guarantee"):

       

      
        	
                5.1.1  

              	
                This
      Agreement constitutes legally valid and binding obligations of the Sellers
      enforceable under German law against the respective Seller in accordance
      with its terms, except that the enforceability thereof may be limited by
      insolvency, or other similar laws relating to, or affecting, the rights of
      creditors generally. The Sellers have the absolute and unrestricted right,
      power, authority and capacity to execute this Agreement and to perform
      their obligations under this
Agreement.

              


      

       

      
        	
                5.1.2  

              	
                Each
      of the Sellers declares with respect to the Shares held by him as listed
      in Section 1.1 that he is the sole and
      unrestricted owner of these Shares. Furthermore, each of the Sellers
      declares with respect to the Shares held by him as listed in
      Section 1.1 that these Shares (i) have
      been validly issued, (ii) are fully paid up, non-assessable and the
      relevant share capital has not been repaid and that except as disclosed in
      Exhibit
      5.1.2
      or waived pursuant to Section 2.5 of
      this Agreement the Shares are (i) free and clear of any third party rights
      and (ii) have not been pledged,

              


      

       


      
        
          
             

            


          

           


        

        
          19

          
            

          

        

        
           


        

      


      assigned,
charged or used as security, in each case as of the Closing Date. The total
nominal share capital of Pfaff GmbH amounts to EUR 3,640,000.00 and Pfaff GmbH
does not have any shareholders other than those set forth in Section
1.1.

       

      
        	
                5.1.3  

              	
                The
      Sellers are not required to obtain any consent or governmental
      authorisation in connection with the execution and consummation of this
      Agreement. This section, however, does not apply to any merger control
      requirements in relation to the transactions contemplated by this
      Agreement.

              


      

       

      
        	
                5.1.4  

              	
                Except
      as disclosed in Exhibit 5.1.4
      the Sellers declare with respect to the shares in the German
      Subsidiaries that these shares (i) are directly or indirectly owned by
      Pfaff GmbH, (ii) are free and clear of any third party rights and (iii)
      have not been pledged, assigned, charged or used as a security for any
      third party (other than Group Companies) liability, (iv) have been validly
      issued, (v) are fully paid-up, non-assessable and (vi) the relevant share
      capital has not been repaid, it being understood that for purposes of
      evaluating whether or not a breach of this clause has triggered any Losses
      a mere intra-group obligation shall not constitute any Losses if the
      relevant amounts to be paid remain within the Group Companies. The total
      nominal share capital of the German Subsidiaries corresponds to the
      amounts set forth in Section 1.2 and the German Subsidiaries do not have
      any shareholders other than those set forth in Section
  1.2.

              


      

       

      
        	
                5.1.5  

              	
                Except
      as disclosed in Exhibit 5.1.5,
      the Sellers declare with respect to the shares in the Foreign
      Subsidiaries, that these shares (i) are directly or indirectly owned by
      Pfaff GmbH, (ii) are free and clear of any third party rights and (iii)
      have not been pledged, assigned, charged or used as a security for any
      third party (other than Group Companies) liability, (iv) have been validly
      issued, (v) are fully paid-up, non-assessable and (vi) the relevant share
      capital has not been repaid. Except as disclosed in Exhibit 5.1.5,
      no party holds any pre-emptive or option rights regarding the shares in
      any of the Group Companies, it being understood that for purposes of
      evaluating whether or not a breach of this clause has triggered any Losses
      a mere intra-group obligation shall not constitute any Losses if the
      relevant amounts to be paid remain within the Group Companies. The total
      nominal share capital of the Foreign Subsidiaries corresponds to the
      amounts set forth in Section 1.2 and the Foreign Subsidiaries do not have
      any shareholders other than those set forth in
      Section 1.2.

              


      

       

      
        	
                5.1.6  

              	
                Each
      of the Group Companies is duly incorporated and validly existing under the
      laws of its registered place, in particular, Pfaff GmbH is a duly
      incorporated and validly existing limited liability company (Gesellschaft mit beschränkter
      Haftung) under the laws of the Federal Republic of Germany with its
      registered offices in Kissing and

              


      

       


      
        
          
             

            


          

           


        

        
          20

          
            

          

        

        
           


        

      


      registered
with the Commercial Register of the Local Court of Augsburg under
HRB 15109.

       

      
        	
                5.1.6a

              	
                Except
      as disclosed in Exhibit
      5.1.6a, there is no resolution of any Group Companies pending
      which, or the implementation of which, would require registration in the
      commercial register or similar offices under non-German jurisdictions. To
      the Best Knowledge of the Sellers, all corporate restructurings with
      respect to any of the Group Companies have been duly and validly carried
      out in all material respects.

              


      

       

      
        	
                5.1.7  

              	
                Except
      as described in Sections 1.2 to 1.4 of this Agreement, as of the Signing Date
      none of the Group Companies or Inactive Companies (i) have any interests
      in any other legal entities, partnerships or similar organisations, (ii)
      have entered into any agreement to acquire any direct or indirect
      participation in any other company, (iii) maintain any direct company
      (gesellschaftsrechtliche)
      relationship with any third party, in particular no participation or sub
      participation in any other company, and (iii) there exist no enterprise
      agreements within the meaning of Sections 291 and 292 German Stock
      Corporation Act (Aktiengesetz – AktG)
      (herein "AktG"),
      no agreements on any profit-sharing (Genussrechte), no
      agreements on any silent partnership (stille Gesellschaft),
      to which any of the Group Companies or Inactive Companies is a party or
      owes an obligation to become a
party.

              


      

       

      
        	
                5.1.8  

              	
                As
      of the Signing Date, no bankruptcy or judicial composition proceedings
      have been applied for in respect of any Group Company during the last two
      years and no circumstances exist which would require the application for
      any such proceedings concerning any of the Group
  Companies.

              


      

       

      
        	
                5.1.9  

              	
                Between
      the Effective Date and the Signing Date, in light of the restructuring of
      the Group Companies, the management has implemented various measures which
      deviated from past practice and which had the intention of improving the
      business operations, and, taking this into account, the business
      operations of the Group Companies have been conducted in the ordinary
      course of business with the standard of care of a prudent merchant (Sorgfalt eines ordentlichen
      Kaufmanns) and in all material respects as described and disclosed
      in the Management Presentation dated 12 August 2008, the Monthly
      Reportings (as defined in Section 5.1.13) of the Group Companies (herein "Ordinary Course of
      Business"). In particular, to the Best Knowledge of the Sellers, no
      Group Company has, and no Seller has caused any Group Company, to enter
      into any transactions between the Effective Date and the Signing Date
      other than in the Ordinary Course of
Business.

              


      

       


      
        
          
             

            


          

           


        

        
          21

          
            

          

        

        
           


        

      


      


       

      
        	
                5.1.9a

              	
                In
      particular, and except as disclosed in Exhibit 5.1.9a,
      no Group Company has done, and no Seller has caused any Group Company to
      do, any of the following:

              


      

       

      
        	
                (i)  

              	
                to
      issue, sell, repurchase, redeem or repay any shares or interest in its
      capital (including any options, bonds, warrants, conversion rights or
      other similar rights) between the Effective Date and the Signing
      Date;

              


      

       

      
        	
                (ii)  

              	
                to
      declare or pay any dividend or to make any other distribution (whether in
      cash or kind) to its respective shareholders or Seller's Affiliates
      between the Effective Date and the Signing Date and will not declare, pay
      any such dividend or make any such other distribution after the Signing
      Date, in each case expect for dividends or other distributions to any
      other Group Company;

              


      

       

      
        	
                (iii)  

              	
                to
      enter into any transaction with, pay any amounts (including by way of
      group charges, cash pooling arrangements, advisory fees or other expenses)
      to, or to assume any costs or expenses of, Sellers or any Sellers’
      Affiliates which have, in each case, not been fully settled or paid before
      the Effective Date without any remaining liability for any of the Group
      Companies; "Sellers’
      Affiliates" shall mean, in each case excluding the Group Companies,
      the affiliates (verbundene Unternehmen)
      within the meaning of Section 15 AktG of Sellers, the relatives in
      the meaning of Section 15 of the German Tax Code (Abgabenordnung) of
      Sellers, the related persons (nahestehende Personen)
      within the meaning of Section 1 (2) of the German International
      Tax Relations Law (Außensteuergesetz) and,
      in each case, their respective directors, officers, or employees (Mitarbeiter);

              


      

       

      
        	
                (iv)  

              	
                to
      pay or to incur, assume or otherwise become directly or indirectly liable
      for the payment of any costs or fees, including any advisors’ or
      consultants’ fees, in connection with the preparation, execution or
      consummation of this Agreement which have, in each case, not been fully
      settled or paid before the Effective Date without any remaining liability
      for any of the Group Companies;

              


      

       

      
        	
                (v)  

              	
                to
      make any change or amend any collective bargaining agreement, however with
      the proviso, that the Group Companies are currently considering the
      introduction of a performance based bonus system (Prämienlohnsystem)
      between the Effective Date and the Signing
Date;

              


      

       


      
        
          
             

            


          

           


        

        
          22

          
            

          

        

        
           


        

      


      


       

      
        	
                (vi)  

              	
                to
      make or agree to make, any capital expenditure (including leasing) with
      respect to fixed as­sets in excess of an aggregate amount of
      EUR 500,000.00 outside the Ordinary Course of Business between the
      Effective Date and the Signing
Date;

              


      

       

      
        	
                (vii)  

              	
                to
      the Best Knowledge of the Sellers, to incur any actual or contingent
      liability for any material off-balance sheet financial indebtedness except
      as (i) entered into in the Ordinary Course of Business or (ii) shown or
      described in the Monthly Reporting, in each case between the Effective
      Date and the Signing Date, except for usual product warranties given to
      customers;

              


      

       

      provided,
however, that a 10% interest of Mr. Wilbert Lennartz held in Pfaff Benelux has
been sold and transferred to Pfaff Hebezeugfabrik today. The purchase price of
EUR 70,000.00 shall be paid at the latest on 2 October 2008.

       

      
        	
                5.1.10  

              	
                Exhibit 5.1.10
      contains a list of material intellectual property rights ("Material Intellectual Property
      Rights") indicating the nature and owner of the Material
      Intellectual Property Rights as of the Signing Date. To the Best Knowledge
      of the Sellers, the Material Intellectual Property Rights are not subject
      to any pending or threatened proceedings for cancellation or revocation.
      To the Best Knowledge of the Sellers (i) the use of the Material
      Intellectual Property Rights by the Group Companies does not infringe any
      third party rights and (ii) no third party infringes any Material
      Intellectual Property Rights. For the avoidance of doubt, standard
      software shall not be a Material Intellectual Property Right. The Material
      Intellectual Property Rights represent all intellectual property rights
      which are necessary and / or used by the Group Companies to carry out
      their respective businesses in all material respects in the same manner as
      conducted on the Signing Date and are owned or lawfully used by the
      respective Group Companies.

              


      

       

      
        	
                5.1.11  

              	
                The
      Sellers have furnished the Purchaser prior to the Signing Date with a copy
      of the (partly) audited financial statements of the German Subsidiaries
      and a copy of the audited consolidated financial statements of Pfaff GmbH,
      each as of the Effective Date, for the period starting 1 January 2007
      until the Effective Date (herein collectively "Financial Statements
      2007"). The Financial Statements 2007 have been prepared by the
      management of the respective company and audited by "Ebner, Stolz und
      Partner Wirtschaftsprüfungsgesellschaft, Hannover" in compliance with the
      German Commercial Code (Handelsgesetzbuch - HGB, herein "HGB"), HGB and the
      German standards on auditing adopted by the Institute of Chartered
      Accountants (Institut
      der Wirtschaftsprüfer). Except as disclosed in Exhibit 5.1.11
      (i), the
      Financial

              


      

       


      
        
          
             

            


          

           


        

        
          23

          
            

          

        

        
           


        

      


      Statements
2007 give a true and fair view of the assets, liabilities and results for the
period from 1 January 2007 to the Effective Date of the respective Group
Companies. To the Best Knowledge of the Sellers, none of the Group Companies has
as per the Effective Date any actual or contingent liability for any material
off-balance sheet financial indebtedness except as (i) entered into in the
ordinary course of business or (ii) shown or described in the Financial
Statements 2007.

       

      Except as
disclosed in Exhibit 5.1.11
(ii), none of the Inactive Companies employs any employees, has any
assets or liabilities (actual or contingent) or is subject to any contracts or
contractual offers.

       

      
        	
                5.1.12  

              	
                Exhibit
      5.1.12 lists all agreements between any of the Group Companies on
      the one side and any of the Sellers, any person related to any Seller or
      any affiliate of any Seller on the other side with any kind of obligations
      for any of the Group Companies that have not yet been fully settled prior
      to the Closing Date ("Shareholder
      Agreements").

              


      

       

      
        	
                5.1.13  

              	
                The
      Sellers have furnished the Purchaser prior to the Signing Date with the
      management accounts of the Group Companies for the period starting 1
      January 2008 until 31 August 2008 ("Monthly Reportings")
      copies of which are attached as Exhibit 5.1.13.
      The Monthly Reporting as per 31 August 2008 has been prepared by the
      management of Pfaff GmbH with the care and duty of a prudent business man
      and gives, to the Best Knowledge of the Sellers, a true and fair view of
      the assets, liabilities and results of the Group Companies for the period
      starting 1 January 2008 until 31 August 2008. The Monthly Reportings
      have not been audited or reviewed by any
  auditors.

              


      

       

      
        	
                5.1.14  

              	
                Except
      as disclosed in Exhibit 5.1.14,
      and to the Best Knowledge of the Sellers, each Group Company owns or holds
      lawful possession of all fixed assets (Anlagevermögen) and
      inventories (Vorräte) (i) necessary
      for carrying out its business in substantially the same fashion and manner
      as of the Signing Date (ii) which are reflected in the Financial
      Statements 2007 or which have been acquired after 31 December 2007,
      provided, however, that such material assets have not been sold, abandoned
      or otherwise disposed of outside the Ordinary Course of Business since
      31 December 2007 (herein collectively "Material Assets"). To
      the Best Knowledge of the Sellers, the Material Assets are not charged
      with any rights of third parties including transfer for security purposes
      (Sicherungsübereignungen)
      except for (i) customary rights of retention of title (handelsübliche
      Eigentumsvorbehalte) imposed by suppliers, liens, pledges or other
      security rights in favour of suppliers, mechanics, workers, carrier and
      the like, (ii) security rights granted to banks and other financial
      institutions to secure

              


      

       


      
        
          
             

            


          

           


        

        
          24

          
            

          

        

        
           


        

      


      any
indebtedness of any of the Group Companies, (iii) statutory security rights in
favour of landlords, tax authorities or other governmental authorities to secure
any indebtedness of any of the Group Companies. To the Best Knowledge of the
Sellers, the Material Assets are in a useable condition in order to continue the
business of the Group Companies in substantially the same fashion as of the
Signing Date.

       

      
        	
                5.1.15  

              	
                To
      the Best Knowledge of the Sellers, Pfaff GmbH and the German Subsidiaries
      are in possession of all material governmental approvals and permits
      necessary to operate their business as it is conducted as of the Signing
      Date hereof and which are material for their business taken as a whole
      (collectively "Permits") except as
      disclosed in Exhibit 5.1.15.

              


      

       

      
        	
                5.1.16  

              	
                The
      Group Companies are, as of the Signing Date, not involved in court
      proceedings including arbitration proceedings either as plaintiff or
      defendant having a litigation value (Streitwert) exceeding
      EUR 20,000.00 (in words: twenty thousand Euros) in the individual
      case and, to the Best Knowledge of the Sellers, no such claims have been
      threatened in writing against any of the Group Companies in each case
      except as disclosed in Exhibit 5.1.16.

              


      

       

       

      Pfaff
GmbH shows in its Financial Statements 2007 an accrual related to a damage event
in France (the "Brunnhuber
Case") in the amount of EUR 297,780.00. The currently known total
damage resulting from the Brunnhuber Case amounts to EUR 727,192.37 plus
interest thereon as per June 2008 in the amount of EUR 182,384.14. The
insurance company Allianz will bear 70.31% and Pfaff GmbH will bear 29.69%. The
payments made in this respect by Pfaff GmbH and Allianz are set forth in Exhibit 5.1.16.

       

      
        	
                5.1.17  

              	
                Except
      as disclosed in Exhibit 5.1.17,
      to the Best Knowledge of the Sellers, none of the Group Companies has
      delivered any products which have triggered any material product or
      warranty liability claims that are not yet fully settled or fully covered
      by insurances.

              


      

       

      
        	
                5.1.18  

              	
                Exhibit 5.1.18
      (i) contains a true and complete list of all employees employed on
      a permanent basis by the Group Companies with a fixed annual base salary
      (Grundgehalt)
      exceeding EUR 75,000.00 (in words: seventy-five thousand Euros) and of all
      managing directors of any Group Company, in each case as of 1 September
      2008 ("Key
      Employees"). Except as set forth in Exhibit 5.1.18
      (ii), as of the Signing Date, none of the Key Employees has given
      to any Group Company a written notice of termination of his or her
      employment. The execution or consummation of this Agreement or the
      transactions contemplated herein do not trigger any rights or
      claims

              


      

       


      
        
          
             

            


          

           


        

        
          25

          
            

          

        

        
           


        

      


      of any
Key Employee. No Group Company is bound by any option or similar plan relating
to shares or other participations in any Group Company.

       

      
        	
                5.1.19  

              	
                Exhibit 5.1.19 contains
      a complete list of collective bargaining agreements and material
      agreements with unions, workers' councils and similar organisations by
      which any of the Group Companies is
bound.

              


      

       

      
        	
                5.1.20  

              	
                All
      obligations for payments and contributions due with respect to pension
      benefits to employees and former employees of the Group Companies in
      amounts as disclosed in Exhibit 5.1.20
      have been paid or have been accrued for pursuant and in compliance with
      HGB or the accounting principles applicable in the respective
      jurisdiction. Exhibit 5.1.20
      also includes a list of all pension schemes, plans and arrangements
      applicable to employees, and former employees, directors of the Group
      Companies, and any dependants of any of the afore mentioned (herein "Pension Schemes"). The
      Pension Schemes comply in all material aspects with and have been in all
      material aspects administrated in accordance with all applicable laws,
      regulations and requirements. The pension plan of Pfaff Hebezeugfabrik has
      been fully closed with effect as of 31 December 2004 and no other
      employees of Pfaff Hebezeugfabrik than those who participated in the
      pension plan of Pfaff Hebezeugfabrik prior to its closure have gained any
      pension entitlements after this
date.

              


      

       

      
        	
                5.1.21  

              	
                Except
      as disclosed in Exhibit 5.1.21,
      as of the Signing Date, no Group Company sub-leases any real property. The
      Group Companies do not own real estate or have an inheritage building
      right (Erbbaurecht)
      or equivalent right under any non-German jurisdiction or other real
      property right (grundstücksgleiches Recht) or equivalent
      right under any non-German
jurisdiction.

              


      

       

      
        	
                5.1.22  

              	
                To
      the Best Knowledge of the Sellers, there are no contaminations of (i) the
      soil on which the business of Pfaff GmbH or the German Subsidiaries is
      conducted (ii) or the buildings currently used by Pfaff GmbH or the German
      Subsidiaries and which would obligate Pfaff GmbH or the German
      Subsidiaries under the environmental laws in effect on the date hereof to
      any clean-up or to any other remedial measures or
    liabilities.

              


      

       

      
        	
                5.1.23  

              	
                All
      returns and declarations required to be filed by the Group Companies and
      the Inactive Companies with regard to Taxes (as defined in Section 5a.1)
      have been filed in a timely manner and the Group Companies and the
      Inactive Companies have paid all Taxes shown as due on the assessment for
      Taxes or as otherwise due. No back-to-back financing arrangements within
      the meaning of Section 8a of the German Corporate Income Tax Act (in force
      at each relevant point in time) with respect to
  any

              


      

       


      
        
          
             

            


          

           


        

        
          26

          
            

          

        

        
           


        

      


      third
party loan agreements granted to any of the Group Companies have been or will be
in place until the Closing Date which could jeopardize the tax deductibility of
interest payments related thereto. All documents, applications and filings
regarding the transformation of Pfaff Hebezeugfabrik from a GmbH & Co. KG
into a GmbH with tax effect as of 31 December 2006 which need to be filed with
the competent tax authorities to ensure a tax neutral transformation (i.e. a
transformation at book value) have been duly and timely filed with the competent
tax authorities, in particular the application to further use the book values
after the transformation.

       

      
        	
                5.1.24  

              	
                As
      of the Signing Date, except as listed in Exhibit 5.1.24
      and except agreements between Group Companies, no Group Company is a party
      to, or is bound by any pending offer to enter into, any of the agreements
      listed in this Section 5.1.24 ("Material
      Agreements"):

              


      

       

      
        	
                (i)  

              	
                in-licence
      and out-licence agreements involving expected royalty payments and other
      monetary consideration in the aggregate (without VAT) of more than
      EUR 50,000.00 (in words: fifty thousand Euros) to be paid by or to a
      Group Company per year and per license agreement
    individually;

              


      

       

      
        	
                (ii)  

              	
                loan
      or credit agreements where a Group Company extends a loan other than trade
      payables as well as loan or credit agreements where a Group Company is
      granted a loan;

              


      

       

      
        	
                (iii)  

              	
                agreements
      relating to guarantees (Garantien), sureties
      (Bürgschaften),
      bonds (Avale),
      letters of comfort (Patronatserklärungen)
      or similar instruments granted by any Group Company or any kind of
      derivative contracts, in each case outside the ordinary course of
      business;

              


      

       

      
        	
                (iv)  

              	
                agreements
      by which any Group Company is obliged to acquire any real property,
      hereditary building right (Erbbaurecht or
      equivalent right under any non-German jurisdiction) or other real property
      right (grundstücksgleiches Recht) or equivalent
      right under any non-German
jurisdiction;

              


      

       

      
        	
                (v)  

              	
                lease
      or leasehold agreements, purchase or sale and lease-back agreements
      relating to real properties involving expected rent payments and other
      monetary consideration in the aggregate (excluding VAT) of more than
      EUR 150,000.00 (in words: one hundred fifty
  thousand

              


      

       


      
        
          
             

            


          

           


        

        
          27

          
            

          

        

        
           


        

      


       Euros)
to be paid by a Group Company per year and per agreement
individually;

       

      
        	
                (vi)  

              	
                lease
      agreements for movables involving an expected monetary consideration in
      the aggregate (excluding VAT) of more than EUR 50,000.00 (in words:
      fifty thousand Euros) to be paid by a Group Company per year and per
      agreement individually, except for company car
  leases;

              


      

       

      
        	
                (vii)  

              	
                the
      top ten agreements with customers of the Group Companies involving an
      expected monetary consideration (excluding VAT) to be paid to a Group
      Company in the year 2008;

              


      

       

      
        	
                (viii)  

              	
                the
      top ten distribution agreements of the Group Companies with third party
      distributors based on the expected monetary consideration (excluding VAT)
      to be paid by a Group Company to the distributor in the year
      2008;

              


      

       

      
        	
                (ix)  

              	
                the
      top ten supply and top ten toll manufacturing agreements of the Group
      Companies involving based on the expected monetary consideration
      (excluding VAT) to be paid by a Group Company in the year
      2008;

              


      

       

      
        	
                (x)  

              	
                agreements
      regarding the acquisition or disposal of any shares, business or parts of
      businesses (Betrieb oder
      Betriebsteile);

              


      

       

      
        	
                (xi)  

              	
                agreements
      regarding joint ventures, consortia, co-operations, purchasing
      associations or similar agreements;

              


      

       

      it being
understood that the agreements listed pursuant to Section 5.1.24 (i) – (xi) have been disclosed to the Purchaser and his
advisors during the due diligence made by the Purchaser, excluding (vii), (viii)
and (ix), which were disclosed as “black box” contracts solely to the legal
advisors of the Purchaser.

       

      
        	
                5.1.25  

              	
                To
      the Best Knowledge of the Sellers, each of the Material Agreements is in
      force and effect, and no Group Company has received or been threatened to
      receive any notice of termination. To the Best Knowledge of the Sellers,
      none of the parties to the Material Agreements has violated any material
      obligations thereunder in any material respect or has threatened to do so
      in writing. This Section 5.1.25 shall
      not apply to Section (vii), (viii) and (ix).

              


      

       


      
        
          
             

            


          

           


        

        
          28

          
            

          

        

        
           


        

      


      


       

      
        	
                5.1.26  

              	
                Except
      as disclosed in Exhibit 5.1.26,
      to the Best Knowledge of the Sellers, each Group Company is conducting its
      business in compliance, in all material respects, with all material
      applicable laws and regulations except where the failure to do so would
      not reasonably be expected to have a material adverse effect on any of the
      Group Companies.

              


      

       

      
        	
                5.1.27  

              	
                Except
      as disclosed in Exhibit 5.1.27,
      as of the Signing Date none of the Group Companies has received or has
      applied for, any state aids or subsidies and there are no pending
      obligations under any orders granting state aids or subsidies. For the
      time before 1 January 2006, the foregoing statement is subject to the Best
      Knowledge of the Sellers.

              


      

       

      
        	
                5.1.28  

              	
                Exhibit 5.1.28
      contains a complete list of all material insurance policies to which any
      of the Group Companies is a policy holder as of the Signing Date. To the
      Best Knowledge of the Sellers, (i) the insurance policies listed in Exhibit 5.1.28
      are valid and in full force, (ii) all premiums due on the above policies
      have been duly paid and (iii) there are no circumstances due to which any
      such policy might be voidable.

              


      

       

      
        	
                5.1.29  

              	
                To
      the Best Knowledge of the Sellers, rail and road projects conducted by
      Pfaff Verkehrstechnik KG before the Signing Date did not trigger any
      contractual penalty payments for late delivery on Pfaff Verkehrstechnik
      KG.

              


      

       

      
        	
                5.1.30  

              	
                The
      former minority shareholder in Pfaff Benelux, Mr. Lennartz, has no
      employment related rights or other rights vis-à-vis any of the Group
      Companies which are based on, triggered or increased by the sale of his
      shares in Pfaff Benelux to Pfaff Hebezeugfabrik, except for the payment of
      the Purchase Price in the amount of EUR
  70,000.00.

              


      

       

      


       

      
        	
                5.2  

              	
                No
      further Guarantees

              


      

       

      No
further Guarantees are given by the Sellers except those set forth in Section 5.1 of this Agreement. For the avoidance of doubt it
is understood between the Parties that all provisions of this Agreement relating
to the consequences of a breach of the Sellers’ Guarantees including but not
limited to the limitation in remedy set forth in Section 6 and Section 7 form
an integral part and define the scope of guarantees, representations and
warranties which shall under no circumstances be considered or deemed as
guarantee for the quality of the purchase object (Kaufgegenstand) within the
meaning of Sections 276 (1), 443 BGB. The Sellers’ Guarantees shall not
be

       


      
        
          
             

            


          

           


        

        
          29

          
            

          

        

        
           


        

      


      construed
or interpreted so as to provide the Purchaser with any other claims than those
set forth in this Agreement.

       

       

      
        	
                5.3  

              	
                No
      joint liability

              


      

       

      The
Sellers shall not be jointly and severally liable (nicht gesamtschuldnerisch)
but shall only be liable regarding a Purchaser claim proportionally (teilschuldnerisch) pro rata
of their Shares and with regard to Section 5.1.1 and 5.1.2 solely
regarding their respective shareholding.

       

       

      
        	
                5.4  

              	
                Best
      Knowledge 

              


      

       

      For the
purpose of this Agreement "Best
Knowledge of the Sellers" shall mean (i) the actual knowledge (positive Kenntnis) of the
members of the board of Pfaff GmbH appointed by EQT, i.e. Dr. Sven Stork, Mr.
Adolf Kretzer and Dr. Ernst Ludes, which they had as of the Signing Date in
relation to the Sellers’ Guarantees after due inquiry of (x) Bernd Wagner and
Dr. Volker Norbert Bartelt with respect to all Sellers' Guarantees, and (y)
Harald Kröger, Eva Peter, Peter Zeller with respect to those Sellers' Guarantees
covering matters for which the relevant individuals are responsible, as well as
(ii) the actual knowledge (positive Kenntnis) of Mr.
Marc Eckerhall. The documents related to and used for the inquiry process are
attached as Exhibit 5.4.

       

       

      5a.1                      Tax
Indemnity

       

       

      5a.1           Definitions

       

      For the
purposes of the Agreement,

       

      "Pre-Effective Date Period"
shall mean any time or time period beginning before and ending on or before, or
events occurring on or before, the Effective Date;

       

      "Pre-Effective Date Tax" shall
mean any Tax imposed for, or taxable events occurring in the Pre-Effective Date
Period;

       

      "Tax" or "Taxes" shall mean taxes within
the meaning of Section 3 German Tax Code (AO) or comparable laws of foreign
jurisdictions, customs duties, dues or payments to a public social security
system under mandatory laws of any applicable jurisdiction, in each case
together with any interest, penalties or additions and all ancillary
charges

       


      
        
          
             

            


          

           


        

        
          30

          
            

          

        

        
           


        

      


      and any
of the aforementioned items payable as a secondary liability (Haftungsschuld), regardless
of whether such item is imposed directly or by virtue of joint and several
liability, imposed by any governmental authority;

       

      "Tax Refund" shall mean any
cash effective (in form of a payment by the Tax Authority, a reduction of a due
Tax liability or a comparable manner) received repayment of any Tax, claim for a
Tax credit, and claim for repayment of any Tax assessed;

       

      "Tax Authority" shall mean any
competent governmental authority or public body in charge of imposing any
Tax;

       

      "Tax Return" shall mean any
return, declaration or similar document relating to any Tax and to be submitted
to any Tax Authority, including any schedule or attachment thereto.

       

       

      5a.2           Indemnification

       

      The
Sellers shall pay to the Purchaser or, at the Purchaser’s election, to any of
the Group Companies or Inactive Companies, an amount equal to any liability for
Taxes which are imposed on, or payable by, any of the Group Companies and
Inactive Companies relating (i) to the Pre-Effective Date Period or (ii) to any
management, employee or similar participation programme related to the
investment of EQT in Pfaff GmbH or the transactions contemplated by this
Agreement.

       

       

      5a.3           Exclusion
of Sellers’ Liability

       

      The
Sellers shall not be obliged to indemnify the Purchaser, any of the Group
Companies or Inactive Companies if and to the extent that:

       

      
        	
                5a.3.1

              	
                the
      Pre-Effective Date Tax for which an indemnity is sought has been reflected
      in the Financial Statements 2007 as liability (Verbindlichkeit) or
      provision (Rückstellung);

              


      

       

      
        	
                5a.3.2

              	
                the
      Pre-Effective Date Tax results from (i) any act by the Purchaser or caused
      by the Purchaser after the Closing Date having retroactive effect on the
      Pre-Effective Date Period which is not consistent with the established
      accounting practice of the Group Companies or the Inactive Companies prior
      to the Closing Date or (ii) any of the following measures having
      retroactive effect on the Pre-Effective Date Period which the Purchaser
      implements or causes to be implemented after the Closing Date, except to
      the extent required by law:

              


      

       


      
        
          
             

            


          

           


        

        
          31

          
            

          

        

        
           


        

      


      restructurings,
any alteration of a balance sheet, changes to the method of Tax accounting, any
Tax election or optional accounting method charge, or (iii) any amendments of
Tax Returns relating to the Pre-Effective Date Period (in whole or in part)
unless such amendments are required under applicable law or done with the prior
written consent of the Sellers. For the avoidance of doubt, it is understood
that the performance of or changes to a transfer pricing study and the
adjustment, if any, of transfer prices as a result of such study for periods
beginning after the Effective Date does not constitute an act, change or
amendment within the meaning of this section;

       

      
        	
                5a.3.3

              	
                the
      Pre-Effective Date Tax for which an indemnity is sought can be offset
      against Tax loss carry backs or Tax loss carry forwards that are or were
      available in the relevant period to which such Tax is allocable and the
      offsetting actually becomes cash effective (in form of a payment by the
      Tax Authority, a reduction of a due Tax liability or in a comparable
      manner) until the fifth anniversary of the Effective Date, whereby Tax
      losses incurred by any Group Company or any Inactive Company after the
      Effective Date and carried back into a Pre-Effective Date Period shall not
      be taken into account;

              


      

       

      
        	
                5a.3.4

              	
                the
      Pre-Effective Date Tax corresponds to or can be offset against Tax
      reductions (Steuerminderungen), Tax
      Refunds or any other kind of Tax savings arising out of or relating to the
      circumstance triggering the Tax indemnification claim (other than any Tax
      reductions, Tax Refunds or Tax savings considered as an asset or otherwise
      reflected in the Financial Statements 2007, including, but not limited to,
      reciprocal effects (Wechselwirkungen)
      resulting, inter
      alia, from the lengthening of amortisation or depreciation periods
      or higher depreciation allowances (Phasenverschiebungen),
      a step-up in the Tax base of assets, the non-recognition of liabilities or
      provisions or from transfer of items relevant for Taxes (e.g. turnover,
      income, expenses, VAT payable corresponding with a VAT refund etc.) into
      another calendar year or transfer of Tax items from one entity to another
      entity ("Corresponding
      Tax Benefits"), whereby the Corresponding Tax Benefits shall
      exclude a claim for indemnification (i) in the full amount if and to the
      extent the Corresponding Tax Benefits relate to a Pre-Effective Date
      Period and (ii) in the amount of the net present value of the
      Corresponding Tax Benefits if and to the extent the Corresponding Tax
      Benefits have become cash effective (in the form of a payment by the Tax
      Authority, a reduction of a due Tax liability or a comparable manner)
      until the fifth anniversary of the Effective Date whereby the net present
      value shall be discounted at 5.5%
p.a.

              


      

       


      
        
          
             

            


          

           


        

        
          32

          
            

          

        

        
           


        

      


      


       

       

      5a.4           Indemnification
Payments

       

      The
Sellers’ indemnification payments pursuant to Section 5a.2 shall be due no later
than three (3) Business Days prior to the day on which the respective Tax is due
for payment by the respective Group Company or Inactive Company to the relevant
Tax Authority, even if the assessment does not yet have binding effect (formelle Bestandskraft), but
no earlier than five (5) Business Days following written notice by the Purchaser
that the relevant Tax payment is due. As soon as the relevant assessment has
become finally binding, the Sellers’ indemnification payments pursuant to
Section 5a.2 shall be adjusted if and to the extent the final assessment differs
from the assessment which was decisive for the Sellers’ indemnification payments
pursuant to Section 5a.2.

       

       

      5a.5           Cooperation
on Tax Matters

       

      
        	
                5a.5.1

              	
                The
      Purchaser and the Sellers shall, and shall, to the extent legally
      possible, ensure that the Group Companies and Inactive Companies and the
      Group Companies’, and the Sellers’ respective employees, if any, and
      advisors shall cooperate with each other and their respective advisors in
      connection with any matter that could give rise to (or increase) any Tax
      indemnity under Section 5a.2 and the preparation and filing of any Tax
      Return or transfer pricing documentation for a any fiscal year of the
      Pre-Effective Date Period (each such matter or Tax Return a "Relevant Tax Matter"), including but
      not limited to the conduct of any inquiry, examination, audit,
      investigation, negotiation, dispute, appeal or litigation with respect to
      any such Relevant Tax Matter.

              


      

       

      
        	
                5a.5.2

              	
                The
      Purchaser and the Seller shall, to the extent legally possible, grant each
      other full access to all documents and information which are necessary to
      fulfil any requirements regarding Taxes that relate to any fiscal years of
      the Pre-Effective Date Period, including but not limited to requirements
      resulting from Tax Returns, Tax audits and Tax
  trials.

              


      

       

       

      5a.6           Tax
Audit

       

      The
Purchaser has the right to cause the competent tax authorities to carry out a
tax audit as soon as possible after the Closing Date regarding any and/or all
Group Companies and Inactive Companies with respect to all fiscal years which
have not yet been subject to a tax audit.

       


      
        
          
             

            


          

           


        

        
          33

          
            

          

        

        
           


        

      


      


       

      5a.7           Assignment
of Pfaff Tax Indemnity

       

      The
Family Shareholders have granted a tax indemnity to EQT in Section 6 in
conjunction with Sections 5.2, 5.7, 5.8 and 5.9 of
the Investment Agreement which is set forth in Exhibit
5a.7 ("Pfaff Tax Indemnity"). Subject to the payment of
the Purchase Price in accordance with Section 3.2, EQT herewith assigns all
their rights except the rights according to Section 6.1 Sentence 3 (of the Investment Agreement) under the
Pfaff Tax Indemnity to the Purchaser and the Family Shareholders herewith
approve this assignment. Such tax indemnity shall in any event survive the
termination of the Shareholders' Agreements referred to in Section 11.2. For the
avoidance of doubt, (i) Sections 6 and 7 of this Agreement as well as any other
provisions of this Agreement that may limit the Pfaff Tax Indemnity shall not
apply to this Section 5a.7 and (ii) all limitations of the liability of the
Family Shareholders pursuant to the Investment Agreement shall
survive.

       

      
        	
                5a.8

              	
                Any
      Taxes imposed on any of the Group Companies under or in connection with
      the management participation programme set up in connection with the
      Co-Investment Agreement or any profit or capital distribution related
      thereto (be it as primary liability, secondary liability (Haftungsschuld)) shall
      be borne by the Participants and the Participants shall pay to the
      Purchaser any amount equal to any such liability of any of the relevant
      Group Companies.

              


      

       

       

      
        	
                6.  

              	
                Remedies
      

              


      

       

       

      
        	
                6.1  

              	
                Remedies

              


      

       

      In the
event of any breach by a Seller of any of the Sellers’ Guarantees or any other
obligation of the Sellers under or in connection with this Agreement (except for
any claims pursuant to Section 5a), the Sellers shall be liable for putting
the Purchaser within sixty (60) days from receipt of a written request by the
Purchaser into the same position that it would have been if the Sellers’
Guarantee had been correct and had not been breached (Naturalrestitution). In case
the Sellers fail to remedy as set out in the foregoing sentence, then the
Sellers shall pay damages for non-performance (kleiner Schadensersatz). For purposes
of determining the liability of the Sellers, only the actual losses incurred by
the respective company or the Purchaser, as well as consequential damages (Folgeschäden) excluding (i)
lost profits (entgangener
Gewinn), (ii) any potential or actual reduction (Minderung) in the value of
the Group Companies beyond the actual damage, (iii) any frustrated expenses
(frustrierte
Aufwendungen), (iv) any damages incidental to any breach or
non-fulfilment of the Sellers’ Guarantees (Schäden anlässlich einer
Zusicherungs- oder Garantieverletzung)

       


      
        
          
            


          

           


        

        
          34

          
            

          

        

        
           


        

      


      or (v)
any internal costs and expenses incurred by the Group Companies or the Purchaser
shall be taken into account, it being understood that all relevant losses shall
be calculated on a Euro-for-Euro basis (herein "Losses"). As to the
reimbursement of Losses, the following shall apply:

       

      
        	
                6.1.1  

              	
                If
      and to the extent damages are paid to any of the Group Companies, such
      payments shall, if and to the extent legally permissible, be construed and
      deemed as contributions (Einlagen) or loans
      (Darlehen) made
      by Purchaser into the respective Group Company and shall be treated as a
      reduction of the Purchase Price as between the Parties. In no event
      Sellers shall owe to Purchaser any gross-up for Taxes falling due in
      connection with a compensation payment for Losses received by the Group
      Companies from Sellers.

              


      

       


      
        
          
             

            


          

           


        

        
          35

          
            

          

        

        
           


        

      


      


       

       

      
        	
                6.2  

              	
                Purchaser
      Claim

              


      

       

      In the
event of any breach by a Seller of any Sellers’ Guarantee or any other claim of
the Purchaser under or in connection with this Agreement (the "Purchaser Claim") the
Purchaser shall give notice to the Sellers of such breach within twenty (20)
Business Days after positively knowing of such breach with such notice stating
the nature thereof and the amount involved and reasonable details as to the
facts of such breach to the extent that such amount has been determined. Without
prejudice to the validity of the Purchaser Claim or alleged claim in question
the Purchaser shall reasonably allow and shall cause the Group Companies to
reasonably allow the Sellers and its accountants and its other professional
advisors to investigate the matter or circumstances alleged to give rise to such
Purchaser Claim and whether and to what extent any amount is payable in respect
of such Purchaser Claim and, for such purpose the Purchaser shall give and shall
cause the Group Companies to give, subject to being paid their reasonable
out-of-pocket-costs and -expenses, such reasonable information and reasonable
assistance including access to Purchasers’ and the Group Companies’ premises and
personnel including the right to examine and copy or photograph any asset,
accounts, documents and records as Sellers or its accountants or its other
professional advisors may reasonably request.

       

       

      
        	
                6.3  

              	
                Exemption

              


      

       

      The
Sellers shall not be liable for and the Purchaser shall not be entitled to bring
any Purchaser Claim or any other claim under or in connection with this
Agreement if and to the extent that:

       

      
        	
                6.3.1  

              	
                the
      matter to which the Purchaser Claim has been taken into account in the
      Financial Statements 2007 or the Monthly Reportings, by way of a provision
      (Rückstellung) or
      depreciation (Abschreibung) or
      exceptional depreciation (außerplanmäßige
      Abschreibung) or depreciation to reflect lower market values (Abschreibungen auf den
      niedrigeren beizulegenden Wert) - this Section 6.3.1 shall not
      apply to Section 5a and Section 5.1.23 (“Tax
      Claims”);

              


      

       

      
        	
                6.3.2  

              	
                the
      amount of the Purchaser Claim is recovered or will be recoverable (legally
      and commercially) from a third party or under an insurance
      policy;

              


      

       

      
        	
                6.3.3  

              	
                the
      payment or settlement of any item giving rise to a Purchaser Claim results
      in a tax benefit to a Group Company or the Purchaser - this Section 6.3.3.
      shall not apply to any of the Tax
Claims;

              


      

       


      
        
          
             

            


          

           


        

        
          36

          
            

          

        

        
           


        

      


      


       

      
        	
                6.3.4  

              	
                the
      Purchaser Claim results from a failure of the Purchaser or a Group Company
      to mitigate damages pursuant to Section 254 BGB (it being understood that
      the Purchaser or a Group Company is not obliged to carry back or set off
      Tax losses incurred after the Effective Date into any Effective Date
      Period in order to reduce a Tax
burden);

              


      

       

      
        	
                6.3.5  

              	
                the
      matter to which the Purchaser Claim relates was known by the Purchaser as
      of the Signing Date taking into account that the Purchaser prior to
      entering into this Agreement had the opportunity to thoroughly review the
      conditions and documents of the Group Companies under commercial,
      technical, organisational, financial, environmental and legal aspects and,
      in this connection to participate in management presentations to hold
      discussions with the management of the Group Companies and to visit sites
      of the Group Companies and to inspect the real
  estate.

              


      

       

      Without
limiting the generality of the foregoing the Purchaser shall be deemed to have
knowledge of all matters disclosed or contained in

       

      
        	
                (i)  

              	
                the
      Information Memorandum prepared by Leonardo & Co. dated July 2008 as
      disclosed to the Purchaser;

              


      

       

      
        	
                (ii)  

              	
                any
      answers in writing or textform (within the meaning of Section 126b BGB)
      given by the Sellers or its representatives in connection with the
      question and answer process in particular to information requests of the
      Purchaser;

              


      

       

      
        	
                (iii)  

              	
                any
      of the Exhibits (without limiting the disclosure and the deemed knowledge
      to the respective guarantee) or elsewhere in this
    Agreement;

              


      

       

      and the
actual knowledge, as of the Signing Date, of all employees, representatives and
professional advisors of the Purchaser and its parent company and/or managing
entity who have been directly or indirectly involved in the due diligence and/or
the acquisition of the Group Companies regarding the information described in
(i) through (iii) above. A complete set of the answers, given by the Sellers or
its representatives in connection with the question and answer process in
particular to information requests of the Purchaser, shall be set aside and
preserved by the acting notary public, for purposes of providing evidence for a
period of two (2) years after the Signing Date.

       

      The
application of Section 442 BGB is excluded, which exclusion, however, shall
not limit the application of this Section 6.3.5. This Section 6.3.5 shall not
apply to any of the Tax Claims.

       


      
        
          
             

            


          

           


        

        
          37

          
            

          

        

        
           


        

      


      


       

      
        	
                6.3.6  

              	
                the
      Purchaser Claim results from or is increased by the passing of, or any
      change in, after the date hereof, any law, statute, rule, regulation,
      legal or administrative practice of any governmental department agency,
      court or regulatory body including (without prejudice to the generality of
      the foregoing) any increase in the rates of Taxes or any imposition of
      Taxes or any withdrawal or relief from Taxes not actually (or
      prospectively) in effect at the date
hereof;

              


      

       

      
        	
                6.3.7  

              	
                the
      procedures set forth in Section 6.2 and 6.5 were not observed by the Purchaser or the
      Group Companies and the Sellers were prejudiced
  thereby.

              


      

       

       

      
        	
                6.4  

              	
                Amount
      of Losses

              


      

       

      When
calculating the amount of Losses to be reimbursed by the Sellers under this
Agreement all advantages in connection with the relevant matter shall be taken
into account (Vorteilsausgleich) and the
Sellers shall not be liable under this Agreement in any respect of any Purchaser
Claim for any losses suffered by the Purchaser or the Group Companies to the
extent of any corresponding savings by or net benefit to the Purchaser, the
Guarantor or any of the Group Companies. This Section 6.4 shall not apply to any
of the Tax Claims.

       

       

      
        	
                6.5  

              	
                Third
      Party Claim

              


      

       

      If the
Group Companies or the Purchaser are sued or threatened to be sued by a third
party including without limitation any government agencies or if the Group
Companies or the Purchaser are subject to any audit or examination by any tax
authority (hereinafter "Third
Party Claim") which may give rise to a Purchaser Claim the Purchaser
shall give the Sellers prompt notice (in no event later than twenty (20)
Business Days after becoming aware of such Third Party Claim) of such Third
Party Claim. Subject to statutory and contractual confidentiality obligations,
the Purchaser shall ensure that the Sellers shall be provided with all
materials, information and assistance relevant in relation to the Third Party
Claim in each case reasonably necessary to evaluate the Third Party Claim, be
given reasonable opportunity to comment or discuss with Purchaser any measures
which Sellers propose to take or to omit in connection with the Third Party
Claim, and in particular Sellers shall be given reasonable opportunity to
comment on, participate in, and review any reports and all relevant audits or
other measures and receive without undue delays copies of all relevant orders
(Bescheide) of any
authority, provided, however, that in cases where the above rights are limited
by contractual confidentiality obligations, the Sellers shall have the right to
appoint a professional advisor unrelated to any of the Sellers or
their

       


      
        
          
             

            


          

           


        

        
          38

          
            

          

        

        
           


        

      


      affiliates
who shall be granted access to the confidential information on the basis that
the advisor shall only be entitled to inform the Sellers on an abstract basis
about the relevant findings in a way that the confidentiality obligation will
not be breached. No admission of liability shall be made for or on behalf of
Purchaser or the Group Companies and the Third Party Claim shall not be
compromised, disposed of or settled without the prior written consent of the
Sellers which shall not be unreasonably withheld. Further, the Sellers shall be
entitled at their own discretion and costs to take such action (or cause the
Purchaser or the Group Companies to take such action) as shall be necessary to
defend against such Third Party Claim (including making counter claims or other
claims against Third Parties) in the name of and on behalf of the Purchaser or
the Group Companies concerned and the Purchaser will give and cause the Group
Companies to give, subject to them being paid all reasonable out-of-pocket costs
and expenses, all such information and assistance as described above including
access to premises and personnel and including the right to examine and copy or
photograph any asset, accounts, documents and records for the purpose of
defending against any such claim or liability as the Sellers or its professional
advisors may reasonably request in each case if and to the extent that actions
set forth in this sentence will not adversely affect the Purchaser’s or the
Group Companies legitimate interests.

       

       

      
        	
                7.  

              	
                Limitation
      of Claims

              


      

       

       

      
        	
                7.1  

              	
                Time
      limitations

              


      

       

      All
claims of the Purchaser arising under or in connection with this Agreement shall
be time-barred on 31 December 2009. Exempted herefrom are:

       

      
        	
                7.1.1  

              	
                all
      claims of the Purchaser arising (i) from a breach of the Sellers’
      Guarantee contained in Sections 5.1.2,
      5.1.4 and 5.1.6 in relation to Pfaff GmbH and the German Subsidiaries or
      (ii) in relation to specific performance claims (Erfüllungsansprüche) to
      transfer title to the Shares (herein collectively "Title Claims") which
      shall be time-barred on 1 March 2013;


              


      

       

      
        	
                7.1.2  

              	
                all
      claims of the Purchaser arising from a breach of the Sellers’ Guarantee
      contained in Sections 5.1.5 and 5.1.6 in
      relation to the Foreign Subsidiaries, which shall be time barred on 1
      March 2011;

              


      

       

      
        	
                7.1.3  

              	
                all
      Tax Claims which shall be time barred on 1 March 2013;
  and

              


      

       


      
        
          
             

            


          

           


        

        
          39

          
            

          

        

        
           


        

      


      


       

      
        	
                7.1.4  

              	
                all
      claims of the Purchaser arising as a result of wilful or intentional
      breaches of Sellers’ obligations under this Agreement which shall be
      time-barred in accordance with the statutory rules in Sections 195, 199
      BGB;

              


      

       

      (herein
collectively "Time
Limitations"). All claims of the Purchaser referred to under
Sections 7.1.1, 7.1.2 and 7.1.4 above are
herein collectively referred to as "Exempted
Claims").

       

       

      
        	
                7.2  

              	
                Suspension

              


      

       

      The
expiry period for any claims of the Purchaser under or in connection with this
Agreement shall be suspended (gehemmt) pursuant to Section
209 BGB by any timely demand for fulfilment pursuant to Section 6.2 above, provided that the Purchaser commences
judicial proceedings within three (3) months after the expiry of the relevant
Time Limitation, including any Third Party Claims. Section 203 BGB shall not
apply, unless the Parties agree in writing that the expiry period shall be
suspended on the basis of pending settlement negotiations.

       

       

      
        	
                7.3  

              	
                De-Minimis
      and Deductible

              


      

       

      No
liability shall attach to the Sellers under this Agreement if an individual
claim is less than EUR 10,000.00 (in words: ten thousand Euros) ("De-Minimis Claims") and until
the aggregate amount of claims (excluding De-Minimis Claims, Exempted Claims and
Tax Claims) exceeds EUR 400,000.00 (Freibetrag) (in words: four
hundred thousand Euros) (herein "Deductible"). If the aggregate
amount of claims under or in connection with this Agreement (excluding
De-Minimis Claims, Exempted Claims and Tax Claims) exceeds the Deductible,
Purchaser may claim only the excess of such claims above the Deductible subject
to the other provisions of this Section 7. The
limitations of this Section 7.3 shall not
apply to any claims of the Purchaser based on a breach of Section 5.1.9a (i),
(ii), (iii) and (iv) ("Locked-Box Claims") as well as
to any Exempted Claims and Tax Claims. No liability for any Tax Claims shall
arise for the Sellers under this Agreement if such Tax Claim is less than EUR
35,000.00 (in words: thirty five thousand euro) ("Tax De-Minimis
").

       

       

      
        	
                7.4  

              	
                Liability
      Cap

              


      

       

      The
aggregate liability of the Sellers under or in connection with this Agreement
shall not exceed the Escrow Amount (herein "Liability Cap") and
Purchaser’s only recourse for damages ("No-Direct Recourse") against
Sellers shall be the amount of funds in the Escrow Account from time to time,
provided, however, that the aggregate

       


      
        
          
             

            


          

           


        

        
          40

          
            

          

        

        
           


        

      


      amount of
any Tax Claims (excluding Tax Claims which do not exceed the Tax De-Minimis)
shall not exceed EUR 1,000,000.00 (in words: one million Euros) and, for the
avoidance of doubt, Tax Claims will also exclusively be satisfied from the
Escrow Account. The Liability Cap and No-Direct Recourse principle shall not
apply to any Exempted Claims or Locked Box Claims, provided, however, that
Sellers’ overall liability under and/or in connection with this Agreement,
except for claims of the Purchaser arising as a result of wilful or intentional
breaches of Sellers’ obligations under this Agreement, shall in no event exceed
the Purchase Price.

       

       

      
        	
                7.5  

              	
                Exclusion
      of further rights

              


      

       

      The
Parties are in agreement that the remedies which the Purchaser or any of the
Group Companies may have against the Sellers for breach of obligations set forth
in this Agreement are solely governed by this Agreement and the remedies
provided for by this Agreement shall be the exclusive remedies available to the
Purchaser or the Group Companies. Apart from the Purchaser’s rights under this
Section 7.5 (i) any claims for breach of pre-contractual obligations (culpa in contrahendo),
including but not limited to claims arising under Sections 241 (2), 311 (2) and
(3) BGB or ancillary obligations (positive
Forderungsverletzung), including but not limited to claims arising under
Sections 280, 282 BGB, (ii) frustration of contract pursuant to Section 313
BGB (Störung der
Geschäftsgrundlage), (iii) all remedies of the Purchaser for defects of
the Shares under Sections 437 through 441 BGB and (iv) any and all other
statutory rights and remedies, if any, are hereby expressly excluded and waived
by the Purchaser except in case of wilful deceit (arglistige Täuschung) or
wilful misconduct (Vorsatz). For the avoidance
of doubt, any claims for specific performance (Erfüllungsanspruch) remain
unaffected.

       

      In case
of wilful deceit (arglistige
Täuschung) or wilful misconduct (Vorsatz) the Purchaser shall
only assert claims against the respective Seller. Furthermore any liability of
the Sellers under this Agreement shall not give the Purchaser the right to
rescind, cancel or otherwise withdraw from this Agreement as a whole also in
case of wilful deceit (arglistige Täuschung) or
wilful misconduct (Vorsatz) except where the
damage incurred by the Purchaser as a consequence of such wilful deceit or
wilful misconduct exceeds EUR 3,000,000.00, but the Purchaser's right shall be
limited exclusively to damages either by way of restitution in kind (Naturalrestitution) or
payment of damages in money (Schadenersatz in
Geld).

       


      
        
          
             

            


          

           


        

        
          41

          
            

          

        

        
           


        

      


      


       

       

      
        	
                8.  

              	
                Guarantees
      of the Purchaser and the Guarantor

              


      

       

      The
Purchaser and the Guarantor each guarantee as of the Signing Date and the
Closing Date:

       

       

      
        	
                8.1  

              	
                Enforceability,
      No Conflict

              


      

       

      This
Agreement constitutes a legal, valid and binding obligation of the Purchaser and
the Guarantor enforceable against the Purchaser and the Guarantor in accordance
with its terms except as the enforceability thereof may be limited by insolvency
or other similar laws relating to or affecting the rights of creditors
generally. The Purchaser and the Guarantor have the absolute and unrestricted
right, power, authority and capacity to execute and deliver this Agreement and
to perform its obligations under this Agreement which actions have been duly
authorised and approved by all necessary corporate action of the Purchaser and
the Guarantor. The Purchaser and the Guarantor are not required to give any
notice to any person or obtain any consent or governmental authorisation in
connection with the execution and delivery of this Agreement by the Purchaser
and the Guarantor.

       

       

      
        	
                8.2  

              	
                Litigation

              


      

       

      There is
no action suit, investigation or proceeding pending against or threatened
against or affecting the Purchaser and the Guarantor before any court or
arbitrator or governmental body agency or official which in any manner
challenges or seeks to prevent, alter or materially delay the transactions
contemplated hereunder.

       

       

      
        	
                8.3  

              	
                Financial
      Capability

              


      

       

      The
Purchaser has or will have as of the Scheduled Closing Date sufficient
immediately available funds or binding and unconditional and irrevocable
financing commitments to pay the Purchase Price.

       

       

      
        	
                8.4  

              	
                No
      Knowledge of Breach

              


      

       

      To the
Purchaser's best knowledge there exists no breach of any Sellers’ Guarantee in
this Agreement nor any misstatement in or omission made by the Sellers from this
Agreement. The Purchaser’s and the Guarantor’s best knowledge shall mean the
actual knowledge, after due inquiry, of all persons who have assisted the
Purchaser or the Guarantor in connection with its due diligence investigation,
negotiation and the

       


      
        
          
            


          

           


        

        
          42

          
            

          

        

        
           


        

      


       execution
of this Agreement and any agreements in relation to the financing of the
Purchase Price.

       

       

      
        	
                8.5  

              	
                Finder’s
      Fees

              


      

       

      Purchaser
and Guarantor do not have any obligation or liability to pay any fees or
commissions to any broker, finder or agent with respect to the transactions
contemplated under this Agreement for which Sellers could become wholly or
partly liable.

       

       

      
        	
                8.6  

              	
                Merger
      Control

              


      

       

      The
transactions contemplated by this Agreement do not need to be cleared by any
merger control authority within the European Union.

       

       

      
        	
                9.  

              	
                Releases
      from Escrow Account

              


      

       

       

      
        	
                9.1  

              	
                Procedures
      for Release of Amounts

              


      

       

      Pursuant
to the Escrow Agreement the escrow agents appointed under the Escrow Agreement
("Escrow Agents") shall
release all or parts of the amount available from time to time on the Escrow
Account ("Escrow
Balance") to the Purchaser or the Sellers, as the case may be, if the
Escrow Agents receive:

       

      
        	
                a)  

              	
                a
      jointly executed written notice (which may be contained in one or several
      copies) by the Purchaser and the Sellers setting forth the amount to be
      disbursed to the Purchaser or the Sellers as well as the account on which
      the relevant release amount shall be paid (a "Joint Instruction");
      or

              


      

       

      
        	
                b)  

              	
                a
      written notice from the Purchaser attaching a certified copy of an
      arbitral award admitting a Purchaser Claim with declaration of
      enforceability (Schiedsgerichtsurteil mit
      Vollstreckbarkeitserklärung) or settlement agreement with
      declaration of enforceability (Vergleich mit
      Vollstreckbarkeitserklärung) obtained in relation to the Purchaser
      Claim and setting forth the amount to be disbursed to the Purchaser, which
      shall conform to the amount of the arbitral award or settlement
      agreement.

              


      

       


      
        
          
             

            


          

           


        

        
          43

          
            

          

        

        
           


        

      


      


       

       

      
        	
                9.2  

              	
                Releases
      to the Sellers

              


      

       

      The
Sellers and the Purchaser shall submit Joint Instructions to the Escrow Agent to
make payments from the Escrow Account to the Sellers as follows:

       

      
        	
                a)  

              	
                If
      prior to or on 31 December 2009 (i) no Claim Notice has been submitted by
      the Purchaser to the Sellers, or (ii) all Purchaser Claims under any Claim
      Notices submitted prior to 31 December 2009 have been finally dismissed by
      a competent court or arbitration tribunal, the Parties shall instruct the
      Escrow Agents by a Joint Instruction to be received by the Escrow Agents
      not later than on 7 January 2010 to release the full Escrow Balance,
      except for EUR 1,000,000 which shall be retained on the Escrow
      Account for Tax Claims notified under Claim Notices submitted not later
      than on 1 March 2013, to the
Sellers.

              


      

       

      
        	
                b)  

              	
                If
      and to the extent that, prior to or on 31 December 2009, one or several
      Claim Notices have been submitted by the Purchaser to the Sellers and any
      Purchaser Claims under such Claim Notices which are not malicious (nicht mutwillig) have
      not been finally dismissed by a competent court or arbitration tribunal,
      the amount of the Joint Instruction pursuant to Section 9.2 (a) above
      shall be further reduced by the total amount of such Purchaser Claims
      which are not malicious (nicht mutwillig) and
      have not been finally dismissed.

              


      

       

      
        	
                c)  

              	
                If
      and to the extent that prior to or on 1 March 2013, (i) no Claim Notice
      relating to a Tax Claim has been submitted by the Purchaser to the Sellers
      or all Tax Claims under any Claim Notices submitted prior to 1 March 2013
      have been finally dismissed by a competent court or arbitration tribunal,
      and (ii) all other Purchaser Claims, if any, under Claim Notices submitted
      prior to or on 31 December 2009 have been finally dismissed by a competent
      court or arbitration tribunal, the Parties shall instruct the Escrow
      Agents by a Joint Instruction to be received by the Escrow Agents not
      later than on 4 March 2013 to release the remaining Escrow
      Balance.

              


      

       

      
        	
                d)  

              	
                If
      and to the extent that, prior to or on 1 March 2013, Tax Claims under
      Claim Notices submitted on or prior to 1 March 2013 or any other Purchaser
      Claims under Claim Notices submitted on or prior to 31 December 2009 which
      are not malicious (nicht
      mutwillig) have not been finally dismissed by a competent court or
      arbitration tribunal, the amount of the Joint Instruction pursuant to
      Section 9.2 (c) above shall be reduced by the total amount of such
      Purchaser

              


      

       


      
        
          
             

            


          

           


        

        
          44

          
            

          

        

        
           


        

      


       Claims
which are not malicious (nicht
mutwillig) and have not been finally dismissed.

       

      
        	
                e)  

              	
                If,
      after 1 March 2013, any Purchaser Claim (including, but not limited to,
      Tax Claims) is finally dismissed by a competent court or arbitration
      tribunal, the Parties shall instruct the Escrow Agents by Joint
      Instruction to be received by the Escrow Agents within 10 Business Days
      after the court ruling or arbitration has become final and binding to pay
      to the Sellers the amount of the Purchaser Claim which has been finally
      dismissed.

              


      

       

      "Claim Notice" means a written
notice in accordance with Section 6.2 of the SPA delivered by Purchaser to the
Sellers with respect to any Purchaser Claims, provided that any Claim Notice
relating to Purchaser Claims other than Tax Claims must not be submitted after
31 December 2009 and any Claim Notices relating to Tax Claims must not be
submitted after 1 March 2013.

       

       

      
        	
                9.3  

              	
                Releases
      to the Purchaser

              


      

       

      If and to
the extent Purchaser has submitted one or several Claim Notices in accordance
with Section 9.2 above and any Purchaser Claim under such Claim Notices is
finally admitted by a competent court or arbitration tribunal, the Parties shall
instruct the Escrow Agent by Joint Instruction to be received by the Escrow
Agent within 10 Business Days after the court ruling or arbitration has become
final and binding to pay to Purchaser the amount of the Purchaser Claim which
has been finally admitted. The Parties confirm that any Purchaser Claims related
to Exempted Claims and Locked-Box Claims which are not yet time-barred and not
malicious (nicht
mutwillig) can always be satisfied from the Escrow Account and
corresponding Claim Notices are also permissible after 31 December
2009.

       

       

      
        	
                9.4  

              	
                Other
      Releases

              


      

       

      In
addition to the procedures set forth in Sections  9.2 and 9.3, the Escrow
Agent shall make such releases of the Escrow Balance (or parts thereof) to
Sellers or Purchaser as specified in any Joint Instruction. 

       


      
        
          
             

            


          

           


        

        
          45

          
            

          

        

        
           


        

      


      


       

       

      
        	
                10.  

              	
                Stefan
      Pfaff 

              


      

       

       

      
        	
                10.1  

              	
                Stefan
      Pfaff shall repay a part of the Stefan Pfaff Loan in the amount of
      EUR 665,000.00 (in words: six hundred sixty-five thousand Euro)
      immediately after the Purchase Price has been paid in accordance with
      Section 3.2 (the "Loan
      Payment"). The Purchaser shall procure (i) that the remaining
      principal of the Stefan Pfaff Loan will be waived by Pfaff GmbH, (ii) that
      Pfaff GmbH confirms that no Group Company has any claims against Mr.
      Stefan Pfaff with respect to the Stefan Pfaff Loan and (iii) that Pfaff
      GmbH releases all securities it has been granted by Stefan Pfaff with
      respect to the Stefan Pfaff Loan.

              


      

       

       

      
        	
                10.2  

              	
                The
      Loan Payment shall be made by EQT on behalf of Mr. Stefan Pfaff to Pfaff
      GmbH immediately after the Purchase Price has been paid in accordance with
      Section 3.2.

              


      

       

       

      
        	
                11.  

              	
                Phoenix’
      Loan Balance

              


      

       

       

      
        	
                11.1  

              	
                The
      Parties agree that Pfaff GmbH repays before or on the Closing Date the
      loans provided by Phoenix Holdings Guernsey Limited (herein "Phoenix") as set out in
      Exhibit 11.1
      (herein the "Phoenix’ Loan Balance") plus
      interest accrued thereon.

              


      

       

       

      
        	
                11.2  

              	
                Subject
      to Section 5a.8 second sentence, the Sellers shall procure that all
      further Shareholder Agreements in addition to the loans referred to in
      Section 11.1 will be terminated as of the Closing Date without any
      residual liability for any of the Group Companies or Inactive Companies
      and the Purchaser shall procure that Pfaff GmbH for itself and on behalf
      of the Group Companies and the Inactive Companies shall confirm (i) the
      termination and (ii) that the Group Companies and the Inactive Companies
      have no rights whatsoever vis-à-vis the Sellers resulting from or based on
      the Investment Agreement or the Co-Investment Agreement, except as
      provided for in this Agreement – in particular the relevant provisions of
      the Investment Agreement and Co-Investment Agreement referred to in
      Section 5a.7 and 5a.8 of this Agreement shall remain in full force and
      effect.

              


      

       

      The
Sellers herewith waive any rights against any of the Group Companies under or in
connection with the Investment Agreement and the Co-Investment Agreement, in
particular pursuant to Section 16.4.3 of the Co-Investment Agreement and
confirm that no payments or other distributions based on any of these rights
pursuant to the Co-

       


      
        
          
             

            


          

           


        

        
          46

          
            

          

        

        
           


        

      


      Investment
Agreement or the Investment Agreement have been made by the Group Companies
after the Effective Date, nor have any of these rights been assigned to any
third parties.

       

       

      
        	
                12.  

              	
                Continuation
      of the business after Signing 

              


      

       

       

      For the
period between the Signing Date and the Closing Date the Sellers shall ensure
that the Group Companies and Inactive Companies shall conduct their business in
the ordinary course and exclusively with the care of a prudent business
man.

       

       

      
        	
                13.  

              	
                Merger
      Control Indemnity

              


      

       

       

      The
Purchaser shall indemnify the Sellers and hold the Sellers harmless from and
against any liability resulting from a breach of the Purchaser's Guarantee in
Section 8.6.

       

       

      
        	
                14.  

              	
                Guarantor

              


      

       

       

      
        	
                14.1  

              	
                Guarantee

              


      

       

      The
Guarantor hereby unconditionally and irrevocably guarantees to the Sellers the
due and functional fulfilment of any payments and other obligations of the
Purchaser under and in connection with this Agreement.

       

       

      
        	
                14.2  

              	
                Waiver

              


      

       

      The
Guarantor hereby waives any right which it may have to require the Sellers to
proceed first against or claim payment or performance from the Purchaser to the
intent that as between the Seller and the Guarantor the latter shall be liable
as principal debtor.

       


      
        
          
             

            


          

           


        

        
          47

          
            

          

        

        
           


        

      


      


       

       

      
        	
                15.  

              	
                Confidentiality,
      Announcements

              


      

       

       

      
        	
                15.1  

              	
                Confidentiality

              


      

       

      The
Parties shall keep the contents of this Agreement and all ancillary agreements,
if any, and the due diligence conducted by the Purchaser in connection therewith
confidential subject to any mandatory disclosure requirement.

       

       

      
        	
                15.2  

              	
                Announcements

              


      

       

      Each of
the Parties undertake that prior to the Closing Date it will not make, and will
cause its Affiliates not to make, any public announcement regarding this
Agreement unless (i) required by applicable law or stock exchange regulations
applicable to the respective Party or (ii) the other Party has given its consent
to such announcement, including the form of such announcement, which consent may
not be unreasonable withheld and may be subject to conditions. At least five (5)
Business Days prior to any permitted announcements the Party wishing to make the
announcement shall notify the other Parties thereof in writing, provide to the
other Parties the proposed wording and take any requests of the other Parties
into due consideration.

       

       

      
        	
                16.  

              	
                Costs,
      Fees and Taxes

              


      

       

       

      
        	
                16.1  

              	
                Costs

              


      

       

      Each
Party shall bear its own costs including fees, expenses and charges in
connection with the preparation, negotiation, execution and consummation of this
Agreement and the transactions contemplated herein, including all fees and
expenses of professional advisors. The costs for the notarization of this
Agreement and the fees for the clearance of the transaction contemplated under
this Agreement by any competent merger control authorities, if any, shall be
borne by the Purchaser.

       

       

      
        	
                16.2  

              	
                Taxes

              


      

       

      All
transfer taxes, registration duties, or similar costs under or in connection
with the transfer of the Shares under this Agreement shall be borne by the
Purchaser, and Purchaser shall indemnify and hold harmless the Sellers from any
of the foregoing. Apart therefrom, each Party to this Agreement shall bear its
own taxes connected with or resulting from the transaction contemplated under
this Agreement.

       


      
        
          
             

            


          

           


        

        
          48

          
            

          

        

        
           


        

      


      


       

       

      
        	
                17.  

              	
                Governing
      Law, Arbitration

              


      

       

       

      
        	
                17.1  

              	
                Governing
      Law

              


      

       

      This
Agreement shall be governed by and construed in accordance with the laws of the
Federal Republic of Germany without regard to principles of conflicts of laws
and without regard to the UN Convention on Contracts for the International Sale
of Goods.

       

       

      
        	
                17.2  

              	
                Arbitration

              


      

       

      All
disputes arising under or in connection with this Agreement or its validity
shall be finally settled in accordance with the arbitration agreement set forth
in Exhibit 17.2.

       

       

      
        	
                18.  

              	
                Entire
      Agreement and Amendments

              


      

       

       

      
        	
                18.1  

              	
                Entire
      Agreement

              


      

       

      This
Agreement and the Exhibits shall comprise the entire agreement between the
Parties concerning the subject matter hereof and shall supersede and replace all
prior oral and written declarations of intention made by the Parties in
connection with the contractual negotiations. Changes or amendments to this
Agreement (including amendments to this Section 18.1) shall be valid only if made in writing, unless
another form is required by mandatory law.

       

       

      
        	
                18.2  

              	
                German
      Terms and Headings

              


      

       

      The
headings in this Agreement are inserted for convenience only and shall not
affect the interpretation of this Agreement. If provisions in this Agreement
include English terms after which either in the same provision or elsewhere in
this Agreement German terms have been inserted in brackets and/or italics, the
respective German terms alone and not the English terms shall be authoritative
for the interpretation of the respective provisions.

       

       

      
        	
                18.3  

              	
                Exhibits

              


      

       


      
        
          
             

            


          

           


        

        
          49

          
            

          

        

        
           


        

      


       

      


       

      All
Exhibits to this Agreement constitute an integral part of this
Agreement.

       

       

      
        	
                19.  

              	
                Notices
      and Exercise of Rights

              


      

       

       

      
        	
                19.1  

              	
                Notices

              


      

       

      
        	
                 
      

              	
                All
      notices and other communications hereunder shall be made in writing and
      shall be sent by telefax, mail or courier to the following
      addresses:

              


      

       

      If to the
Sellers:

       

      EQT
Opportunity Limited

      Attn.:
Michael Newton

      Isabelle
Chambers, Route Isabelle

      St. Peter
Port

      Guernsey
GY1 3RA, Guernsey

      Channel
Islands

      Fax: +44
(0) 1481-722442

      


      


      with a
copy to:

       

      honert +
partner

      Attn.:
Dr. Jochen Neumayer

      Theatinerstraße
8 (Fünf Höfe)

      80333
München

      Germany

      Fax: +49
(89) 388 38160

       

      If to the
Purchaser or the Guarantor:

       

      Columbus McKinnon
Corporation

      Attn.: General Counsel

      140 John
James Audubon Parkway

      Amherst,
New York 14228-1197

      USA

      Fax: +1
(716) 689 5598

      


       

      Yale Industrial Products
GmbH

      Attn.: Wolfgang Wegener

      Am
Lindenkamp 31

      42549
Velbert

      Germany

      Fax: +49
(2051) 600184

       


      
        
          
             

            


          

           


        

        
          50

          
            

          

        

        
           


        

      


      


       

      with a
copy to:

       

      Lovells
LLP

      Attn.:
Dr. Patrick Kaffiné

      Untermainanlage
1

      60329
Frankfurt am Main

      Germany

      Fax: +49
(69) 96236-100

      


       

      


       

      or to
such other recipients or addresses which may be notified by any Party to the
other Parties in the future in writing. The receipt of copies of notices
hereunder by the Parties' advisers shall not constitute or substitute the
receipt of such notices by the Parties themselves.

       

       

      
        	
                19.2  

              	
                Exercise
      of Rights

              


      

       

      Sellers
hereby appoint Dr. Jochen Neumayer with the address set forth in Section 19.1 ("Appointee") to act in their
name and on their behalf to negotiate, accept, compromise, admit to settle any
Purchaser Claims arising out of or in connection with this Agreement. Any
termination of such appointment is valid only if (a) made in writing and (b) if
at the same time a new appointee is notified to the Purchaser by the Sellers who
hereby authorise EQT to exercise this appointment also on their
behalf.

       

       

      
        	
                20.  

              	
                Miscellaneous

              


      

       

       

      
        	
                20.1  

              	
                General
      Cooperation

              


      

       

      The
rights of the Parties under this Agreement notwithstanding, after the Closing
the Sellers and the Purchaser shall cooperate and use best efforts to provide
for a smooth transition of the Group Companies to the Purchaser as soon as
possible.

       

       

      
        	
                20.2  

              	
                No
      Assignment and No Set-Off Rights

              


      

       

      
        	
                20.2.1  

              	
                Without
      the written consent of the other Parties no Party shall be entitled to
      assign any rights or claims under this Agreement, except for any
      assignments by the Purchaser to any of its
  Affiliates.

              


      

       


      
        
          
             

            


          

           


        

        
          51

          
            

          

        

        
           


        

      


      


       

      
        	
                20.2.2  

              	
                Neither
      the Purchaser nor the Guarantor shall have the right to set off or
      withhold any amounts due to the Sellers hereunder, except that set-off or
      withholding shall be permitted with claims of the Purchaser or the
      Guarantor that are

              


      

       

      (i)           acknowledged
in writing by the Seller or

       

      (ii)           granted
by a final and binding decision of a competent court or arbitral
award.

       

       

      
        	
                20.3  

              	
                Severability

              


      

       

      In case
that one or more provisions of this Agreement shall be found to be invalid or
unenforceable, this shall not affect the validity and enforceability of the
other provisions of this Agreement. In such case the Parties agree to recognise
and give effect to such valid and enforceable provision or provision which
correspond as closely as possible with the commercial intention of the Parties
associated with the invalid or unenforceable provision. The same shall apply in
the event that this Agreement contains any unintentional gaps (unbeabsichtigte
Vertragslücken).

       

       

      


       


      
        
          
             

            

               


            

          

        

        
          52