EQUITY
INTEREST PURCHASE AGREEMENT

      


      by
and between

      


      HOUSTON
WIRE & CABLE COMPANY,

      


      the
Buyer,

      


      and

      


      TELEFLEX
INCORPORATED,

      


      the
Seller,

      


      Dated:  May
26, 2010

      


      RELATING
TO THE SALE OF ALL OF THE OUTSTANDING

      


      LIMITED
PARTNERSHIP INTERESTS

      


      in

      


      SOUTHWEST
WIRE ROPE LP

      


      and

      


      MEMBERSHIP
INTERESTS

      


      in

      


      SOUTHWEST
WIRE ROPE GP LLC


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

      
        
          
            
              
                
                  
                    	 
      	 
      	
                            Page

                          
	 	 	  
       
	
                            ARTICLE
      I DEFINITIONS

                          	
                            1

                          
	
                            1.1

                          	
                            Specific
      Definitions

                          	
                            1

                          
	
                            1.2

                          	
                            Other
      Terms

                          	
                            1

                          
	
                            1.3

                          	
                            Other
      Definitional Provisions

                          	
                            1

                          
	 
      	 
      
	
                            ARTICLE
      II PURCHASE AND SALE

                          	
                            2

                          
	
                            2.1

                          	
                            The
      Equity Interests

                          	
                            2

                          
	
                            2.2

                          	
                            Purchase
      Price; Manner of Payment

                          	
                            2

                          
	
                            2.3

                          	
                            Closing

                          	
                            2

                          
	
                            2.4

                          	
                            Deliveries
      of the Seller at Closing

                          	
                            2

                          
	
                            2.5

                          	
                            Deliveries
      of Buyer at Closing

                          	
                            3

                          
	
                            2.6

                          	
                            Closing
      Date Balance Sheet

                          	
                            3

                          
	
                            2.7

                          	
                            Excluded
      Assets

                          	
                            5

                          
	
                            2.8

                          	
                            Allocation
      of Purchase Price

                          	
                            6

                          
	 
      	 
      
	
                            ARTICLE
      III REPRESENTATIONS AND WARRANTIES OF THE SELLER

                          	
                            6

                          
	
                            3.1

                          	
                            Organization
      and Qualification

                          	
                            6

                          
	
                            3.2

                          	
                            Authorization

                          	
                            7

                          
	
                            3.3

                          	
                            Capitalization
      of the Acquired Companies

                          	
                            7

                          
	
                            3.4

                          	
                            Subsidiaries

                          	
                            8

                          
	
                            3.5

                          	
                            No
      Conflict

                          	
                            8

                          
	
                            3.6

                          	
                            Consents
      and Approvals

                          	
                            8

                          
	
                            3.7

                          	
                            Financial
      Information

                          	
                            9

                          
	
                            3.8

                          	
                            Absence
      of Certain Changes or Events

                          	
                            9

                          
	
                            3.9

                          	
                            Litigation

                          	
                            10

                          
	
                            3.10

                          	
                            Compliance
      with Law

                          	
                            10

                          
	
                            3.11

                          	
                            Material
      Contracts

                          	
                            11

                          
	
                            3.12

                          	
                            Title
      and Condition of Assets

                          	
                            11

                          
	
                            3.13

                          	
                            Real
      Property

                          	
                            12

                          
	
                            3.14

                          	
                            Intellectual
      Property

                          	
                            12

                          
	
                            3.15

                          	
                            Taxes

                          	
                            13

                          
	
                            3.16

                          	
                            Accounts
      Receivable

                          	
                            15

                          
	
                            3.17

                          	
                            Inventory

                          	
                            15

                          
	
                            3.18

                          	
                            Environmental
      Matters

                          	
                            15

                          
	
                            3.19

                          	
                            Labor
      Matters

                          	
                            16

                          
	
                            3.20

                          	
                            Employee
      Benefit Matters

                          	
                            16

                          
	
                            3.21

                          	
                            Brokers
      and Finders

                          	
                            18

                          
	
                            3.22

                          	
                            Bank
      Accounts

                          	
                            18

                          
	
                            3.23

                          	
                            Indebtedness

                          	
                            18

                          
	
                            3.24

                          	
                            Transactions
      with Certain Persons

                          	
                            18

                          
	
                            3.25

                          	
                            Books
      and Records

                          	
                            18

                          
	
                            3.26

                          	
                            Insurance

                          	
                            19

                          
	
                            3.27

                          	
                            Absence
      of Undisclosed Liabilities

                          	
                            19

                          


                  

                

              

            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      ARTICLE
      IV REPRESENTATIONS AND WARRANTIES OF THE BUYER

                    	
                      19

                    
	
                      4.1

                    	
                      Incorporation
      and Authority

                    	
                      19

                    
	
                      4.2

                    	
                      Investment
      Representation

                    	
                      20

                    
	
                      4.3

                    	
                      Consents
      and Governmental Approvals

                    	
                      20

                    
	
                      4.4

                    	
                      No
      Conflict

                    	
                      20

                    
	
                      4.5

                    	
                      Brokers
      and Finders

                    	
                      21

                    
	
                      4.6

                    	
                      Financial
      Capability

                    	
                      21

                    
	
                      4.7

                    	
                      Regulatory
      Matters

                    	
                      21

                    
	
                      4.8

                    	
                      Litigation

                    	
                      21

                    
	
                      4.9

                    	
                      Knowledge

                    	
                      21

                    
	 
      	 
      
	
                      ARTICLE
      V CONDITIONS TO THE BUYER’S OBLIGATIONS

                    	
                      21

                    
	
                      5.1

                    	
                      Governmental
      Consents; Other Consents

                    	
                      21

                    
	
                      5.2

                    	
                      No
      Law or Action

                    	
                      22

                    
	
                      5.3

                    	
                      Representations
      and Warranties; Covenants; No Material Adverse Effect

                    	
                      22

                    
	
                      5.4

                    	
                      Resignation
      of Officers and Directors

                    	
                      22

                    
	
                      5.5

                    	
                      FIRPTA
      Certificate

                    	
                      22

                    
	
                      5.6

                    	
                      Lease
      Agreement

                    	
                      22

                    
	
                      5.7

                    	
                      Transition
      Services Agreement

                    	
                      22

                    
	
                      5.8

                    	
                      Supply
      Agreement

                    	
                      22

                    
	 
      	 
      
	
                      ARTICLE
      VI CONDITIONS TO THE SELLER’S OBLIGATIONS

                    	
                      22

                    
	
                      6.1

                    	
                      Governmental
      Consents

                    	
                      22

                    
	
                      6.2

                    	
                      No
      Law or Action

                    	
                      23

                    
	
                      6.3

                    	
                      Representations
      and Warranties, Covenants

                    	
                      23

                    
	
                      6.4

                    	
                      Purchase
      Price

                    	
                      23

                    
	
                      6.5

                    	
                      Lease
      Agreement

                    	
                      23

                    
	
                      6.6

                    	
                      Transition
      Services Agreement

                    	
                      23

                    
	
                      6.7

                    	
                      Supply
      Agreement

                    	
                      23

                    
	 
      	 
      
	
                      ARTICLE
      VII ADDITIONAL COVENANTS OF THE PARTIES

                    	
                      23

                    
	
                      7.1

                    	
                      Conduct
      of the Business Prior to the Closing

                    	
                      23

                    
	
                      7.2

                    	
                      Access
      to Information

                    	
                      25

                    
	
                      7.3

                    	
                      Registrations,
      Filings and Consents

                    	
                      26

                    
	
                      7.4

                    	
                      Further
      Assurances; Cooperation

                    	
                      27

                    
	
                      7.5

                    	
                      Tax
      Matters

                    	
                      27

                    
	
                      7.6

                    	
                      Financial
      Statements

                    	
                      31

                    
	
                      7.7

                    	
                      Transfer
      of Excluded Assets

                    	
                      31

                    
	
                      7.8

                    	
                      No
      Negotiation

                    	
                      31

                    
	
                      7.9

                    	
                      Books
      and Records

                    	
                      31

                    
	
                      7.10

                    	
                      Termination
      of Intercompany Accounts

                    	
                      32

                    
	
                      7.11

                    	
                      Intellectual
      Property

                    	
                      32

                    
	
                      7.12

                    	
                      Covenant
      Not to Compete

                    	
                      33

                    
	
                      7.13

                    	
                      Transactions
      with Affiliates

                    	
                      34

                    
	
                      7.14

                    	
                      No
      Reliance

                    	
                      34

                    
	
                      7.15

                    	
                      Employee
      Matters

                    	
                      34

                    
	
                      7.16

                    	
                      Cash
      Sweep; Post-Closing Cash Payment

                    	
                      38

                    


            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      7.17

                    	
                      Misdirected
      Payments

                    	
                      38

                    
	
                      7.18

                    	
                      Closing
      Date Financial Information

                    	
                      38

                    
	 
      	 
      
	
                      ARTICLE
      VIII SURVIVAL AND INDEMNIFICATION

                    	
                      38

                    
	
                      8.1

                    	
                      Survival;
      Knowledge of Breach

                    	
                      38

                    
	
                      8.2

                    	
                      Indemnification

                    	
                      39

                    
	
                      8.3

                    	
                      Method
      of Asserting Claims, etc

                    	
                      40

                    
	
                      8.4

                    	
                      Indemnification
      Amounts

                    	
                      41

                    
	
                      8.5

                    	
                      Losses
      Net of Insurance, Etc.

                    	
                      41

                    
	
                      8.6

                    	
                      Sole
      Remedy/Waiver

                    	
                      42

                    
	
                      8.7

                    	
                      No
      Consequential Damages

                    	
                      42

                    
	
                      8.8

                    	
                      Response
      Actions for Releases of Hazardous Substances

                    	
                      43

                    
	
                      8.9

                    	
                      No
      Set-Off

                    	
                      44

                    
	 
      	 
      
	
                      ARTICLE
      IX MISCELLANEOUS PROVISIONS

                    	
                      44

                    
	
                      9.1

                    	
                      Termination

                    	
                      44

                    
	
                      9.2

                    	
                      Effect
      of Termination

                    	
                      45

                    
	
                      9.3

                    	
                      Notice

                    	
                      45

                    
	
                      9.4

                    	
                      Entire
      Agreement

                    	
                      46

                    
	
                      9.5

                    	
                      Assignment;
      Binding Agreement

                    	
                      46

                    
	
                      9.6

                    	
                      Counterparts

                    	
                      46

                    
	
                      9.7

                    	
                      Headings;
      Interpretation

                    	
                      46

                    
	
                      9.8

                    	
                      Expenses;
      Certain Taxes

                    	
                      46

                    
	
                      9.9

                    	
                      Governing
      Law

                    	
                      47

                    
	
                      9.10

                    	
                      No
      Third Party Beneficiaries

                    	
                      47

                    
	
                      9.11

                    	
                      Amendments
      and Waivers

                    	
                      47

                    
	
                      9.12

                    	
                      Severability

                    	
                      47

                    
	
                      9.13

                    	
                      Schedules

                    	
                      47

                    
	
                      9.14

                    	
                      Public
      Announcements

                    	
                      48

                    
	
                      9.15

                    	
                      Notices
      of Breaches, etc.

                    	
                      48

                    
	
                      9.16

                    	
                      Return
      of Information

                    	
                      48

                    
	
                      9.17     

                    	
                      Time
      of Essence

                    	
                      48

                    


            

          

        

      

      


      Exhibits

       

      
        	
                A

              	
                Definitions

              


      

      
        	
                B

              	
                Form
      of Supply Agreement

              


      

      
        	
                C

              	
                Form
      of Lease Agreement

              


      

      
        	
                D

              	
                Form
      of Transition Services Agreement

              


      

      
        	
                E

              	
                Form
      of FIRPTA Certificate

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      EQUITY
INTEREST PURCHASE AGREEMENT

      


      THIS
EQUITY INTEREST PURCHASE AGREEMENT is made and entered into
as of the 26th day of
May, 2010, by and between TELEFLEX INCORPORATED, a Delaware corporation (the
“Seller”), and
HOUSTON WIRE & CABLE COMPANY, a Delaware corporation (the “Buyer”).

       

      RECITALS

       

      WHEREAS,
the Seller owns beneficially and of record all of the issued and outstanding
limited partnership interests (the “LP Interests”) in
Southwest Wire Rope LP, a Texas limited partnership (“SWWR
LP”);

       

      WHEREAS,
the Seller owns beneficially and of record all of the issued and outstanding
membership interests (the “Membership
Interests”) in Southwest Wire Rope GP LLC, a Delaware limited liability
company (“SWWR GP
LLC”);

       

      WHEREAS,
SWWR GP LLC owns beneficially and of record all of the issued and outstanding
general partnership interests (the “GP Interests”) in
SWWR LP;

       

      WHEREAS,
the Seller owns and operates the Business through SWWR LP, SWWR GP LLC and
Southern Wire, LLC, a Delaware limited liability company (“Southern Wire”),
which is a wholly owned subsidiary of SWWR LP; and

       

      WHEREAS,
the Buyer desires to purchase from the Seller, and the Seller desires to sell to
the Buyer, the Equity Interests on the terms and subject to the conditions set
forth herein.

       

      NOW,
THEREFORE, in consideration of the premises, the representations and warranties
and the mutual covenants and agreements hereinafter set forth and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:

       

      ARTICLE
I

      DEFINITIONS

       

      1.1         Specific
Definitions.  As
used in this Agreement, the terms identified on Exhibit A
attached hereto shall have the meanings set forth or referred to in such Exhibit A.

       

      1.2         Other
Terms.  Other
terms may be defined elsewhere in the text of this Agreement and, unless
otherwise indicated, shall have such meaning throughout this
Agreement.

       

      1.3         Other Definitional
Provisions.

       

      (a)           The
words “hereof,” “herein,” and “hereunder” and words of similar import, when used
in this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      (b)           Whenever
the words “include,” “includes” or “including” (or any variation thereof) are
used in this Agreement, they shall be deemed to be followed by the words
“without limitation.”

       

      (c)           References
herein to “days,” unless otherwise indicated, are to consecutive calendar
days.

       

      (d)           References
to specific Articles and Sections are to the Articles and Sections of this
Agreement, unless specifically stated otherwise.

       

      (e)           All
accounting terms not specifically defined herein shall, to the extent not
inconsistent with the express terms of this Agreement, be construed in
conformity with GAAP.

       

      (f)           The
terms defined in the singular herein shall have a comparable meaning when used
in the plural, and vice versa.

       

      (g)           All
references to “dollars” or “$” shall mean “U.S. dollars.”

       

      (h)           All
references herein to a particular “Schedule” shall mean such schedule as it is
included in the Disclosure Schedules attached hereto.

       

      ARTICLE
II

      PURCHASE
AND SALE

       

      2.1         The Equity
Interests.  On
the terms and subject to the conditions set forth in this Agreement, at the
Closing, the Seller shall sell and deliver the Equity Interests to the Buyer,
and the Buyer shall purchase and accept the Equity Interests from the
Seller.

       

      2.2         Purchase Price; Manner of
Payment.  The
aggregate purchase price for the Equity Interests shall be $50,000,000 (the
“Purchase
Price”).  The Buyer shall pay the Purchase Price at the Closing
by delivering to the Seller an amount of cash by wire transfer of immediately
available funds equal to the Purchase Price to one or more bank accounts
designated in writing by the Seller.  The Purchase Price is subject to
adjustment as provided in Section 2.6.

       

      2.3         Closing.  The
consummation of the transactions contemplated hereby (the “Closing”) shall take
place at the offices of Ballard Spahr LLP, 1735 Market Street, 51st Floor,
Philadelphia, Pennsylvania 19103-7599, at 10:00 a.m. local time on the
second (2nd)
Business Day following the date on which all the conditions to Closing in Articles V and VI are satisfied or
waived, or at such other place, such other date or at such other time as may be
mutually agreed upon in writing by the Parties (the day on which the Closing
takes place being the “Closing
Date”).  Notwithstanding anything to the contrary herein, the
Closing will be deemed to have taken place at 6:00 p.m. (EST) on the Closing
Date (the “Effective
Time”).

       

      2.4         Deliveries of the Seller at
Closing.  Subject
to the conditions to the obligations of the Seller in Article VI, at
the Closing, the Seller shall deliver or cause to be delivered to the Buyer the
following:


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (a)           duly
executed assignments of uncertificated interests effecting the transfer of the
Equity Interests from the Seller to the Buyer; and

       

      (b)           all
of the certificates, resignations, agreements, documents and other instruments
set forth in Article
V.

       

      2.5         Deliveries of Buyer at
Closing.  Subject
to the conditions to the obligations of the Buyer in Article V, at the
Closing, the Buyer shall:

       

      (a)           pay
the Purchase Price in accordance with Section 2.2;
and

       

      (b)           deliver
to the Seller all of the certificates, agreements, documents and other
instruments set forth in Article VI
hereof.

       

      2.6         Closing Date Balance
Sheet.

       

      (a)           Within
the later of (i) ninety (90) days following the Closing Date and (ii) thirty
(30) days following the delivery of the Audited Financial Statements in
accordance with Section 7.6(a), the
Buyer shall prepare and deliver to the Seller a working capital statement
setting forth the Net Working Capital of the Business as of the Effective Time
(the “Closing Working
Capital Statement”), which statement shall be derived from a balance
sheet of the Business as of the Effective Time, prepared using accounting
principles generally accepted in the United States consistently applied (“GAAP”) and as
modified by the accounting practices, principles and methodologies reflected in
Schedule
2.6(a).  Schedule 2.6(b) is an
example calculation of the Net Working Capital of the Business as of the date
indicated.  The Net Working Capital of the Business as of the
Effective Time shall be calculated in a manner consistent with Schedule
2.6(b).  The Buyer shall provide the Seller and its accountants
full access to the Books and Records, any other information, including the work
papers of its accountants, and to any employees, to the extent necessary for the
Seller to review the Closing Working Capital Statement.  The Buyer
agrees that following the Closing and prior to the determination of the Final
Closing Working Capital Statement, it shall neither alter nor destroy any of the
Books and Records on which the Closing Working Capital Statement is to be
based.

       

      (b)           The
Seller shall, within thirty (30) days after the delivery by the Buyer of the
Closing Working Capital Statement (the “Seller’s Review
Period”), complete its review of Net Working Capital reflected on the
Closing Working Capital Statement.  The Closing Working Capital
Statement shall be binding and conclusive upon, and deemed accepted by, the
Seller unless the Seller shall have notified the Buyer in writing prior to the
expiration of the Seller’s Review Period of any good faith objection thereto,
which written objection can only be that Net Working Capital, as reflected on
the Closing Working Capital Statement, has not been prepared in accordance with
Section 2.6(a)
or contains mathematical errors on its face (the “Seller’s Objection”);
provided, that
the Seller may not deliver more than one Seller’s Objection and may not amend
its Seller’s Objection once it has been delivered to the Buyer.  The
Seller’s Objection shall set forth a specific description of the basis of
Seller’s Objection and the specific adjustments to Net Working Capital reflected
on the Closing Working Capital Statement which the Seller believes should be
made.  Notwithstanding the foregoing (i) any items not disputed in a
valid Seller’s Objection shall be deemed to have been accepted by the Seller,
(ii) the Seller or the Buyer, as the case may be, shall within five (5) Business
Days of the date of the expiration of Seller’s Review Period make the Adjustment
Payment required by Section 2.6(e) with
respect to such undisputed items, and (iii) the Seller and the Buyer agree that
neither Party shall object to or otherwise challenge the Working Capital
Amount.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (c)           If
the Seller and the Buyer are unable to resolve all of their disputes with
respect to the Closing Working Capital Statement within fifteen (15) days
following the Buyer’s receipt of the Seller’s Objection to such Closing Working
Capital Statement pursuant to Section 2.6(b), they
shall refer their remaining differences to Grant Thornton LLP or another
internationally recognized firm of independent public accountants as to which
the Seller and the Buyer mutually agree (the “CPA Firm”) for
decision, which decision shall be final and binding on the Parties upon delivery
of the written opinion set forth in sub-clause (iii) below.  The
procedure and schedule under which any dispute shall be submitted to the CPA
Firm shall be as follows:

       

       
(i)           Within
fifteen (15) days following the expiration of the period referred to in
paragraph (c) above, the Seller shall submit any unresolved portion of the
Seller’s Objection to the CPA Firm in writing (with a copy to the Seller),
supported by any documents and/or affidavits upon which it relies.

       

       
(ii)           Within
fifteen (15) days following the Seller’s submission of the unresolved portion of
Seller’s Objection as specified in sub-clause (i) above, the Buyer shall submit
its response to the CPA Firm in writing (with a copy to the Seller), supported
by any documents and/or affidavits upon which it relies.

       

       
(iii)           The CPA
Firm shall deliver its written opinion within twenty (20) days following its
receipt of the information provided for in sub-clause (ii) above, or such longer
period of time as the CPA Firm determines is necessary, but not to exceed thirty
(30) days.  The scope of the disputes to be resolved by the CPA Firm
is limited to the unresolved portion of the Seller’s Objection.  The
Buyer and the Seller shall make readily available to the CPA Firm all relevant
Books and Records and any work papers (including those of the Parties’
respective accountants) relating to the Closing Working Capital Statement and
all other items reasonably requested by the CPA Firm.

       

      Any
expenses relating to the engagement of the CPA Firm shall be allocated between
the Buyer and the Seller so that the Seller’s share of such costs shall be in
the same proportion that (x) the aggregate amount of the disputed items
submitted by the Seller to the CPA Firm that are unsuccessfully disputed bears
to (y) the total amount of all disputed items submitted by the Seller to the CPA
Firm.  The Seller and the Buyer shall each bear the fees of their
respective auditors incurred in connection with the determination and review of
the Closing Working Capital Statement.

       

      (d)           The
Closing Working Capital Statement shall become final and binding on the Parties
upon the earliest of (i) if no Seller’s Objection has been given, the expiration
of the Seller’s Review Period, (ii) agreement in writing by the Seller and the
Buyer that the Closing Working Capital Statement, together with any
modifications thereto agreed by the Seller and the Buyer, shall be final and
binding and (iii) the date on which the CPA Firm shall issue its written
determination with respect to any dispute relating to such Closing Working
Capital Statement.  The Closing Working Capital Statement, as
submitted by the Buyer if no timely Seller’s Objection has been given or as
adjusted pursuant to any agreement between the Parties or as determined pursuant
to the decision of the CPA Firm, is herein referred to as the “Final Closing Working
Capital Statement.”


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      (e)           Within
five (5) Business Days following the determination of the Final Closing Working
Capital Statement, the net adjustment payment payable pursuant to this Section 2.6(e) (the
“Adjustment
Payment”) and interest thereon shall be paid by wire transfer of
immediately available funds to a bank account designated by the Seller or the
Buyer, as the case may be, to the extent such amount was not previously paid by
the Buyer or the Seller, as the case may be, pursuant to Section
2.6(b).  The Adjustment Payment shall be equal to (x) Net
Working Capital, as reflected on the Final Closing Working Capital Statement,
minus (y) the Working Capital Amount.  The Adjustment Payment shall be
payable by the Buyer to the Seller if positive, and by the Seller to the Buyer
if negative.  The Adjustment Payment shall bear interest from the
Closing Date to the date of payment at the Closing Date Interest Rate, which
interest shall be calculated on the basis of a 365-day year and the actual
number of days elapsed and such interest shall be paid on the same date and in
the same manner as such Adjustment Payment.  Any adjustment or
non-adjustment to the Purchase Price shall not form the basis for any claim for
damages pursuant to this Agreement.  The Parties’ payment obligations
under this Section
2.6 will not be subject to offset or reduction by reason of any actual or
alleged breach of any representation, warranty or covenant contained in this
Agreement or the Ancillary Agreements, and any right or alleged right of
indemnification hereunder or for any other reason or under any other
agreement.

       

      2.7         Excluded
Assets.  Prior
to the Closing, the Seller shall use all reasonable efforts to cause the
Acquired Companies, as applicable, to assign and transfer to the Seller or an
Affiliate of the Seller (other than an Acquired Company), which assignment and
transfer shall be effective immediately prior to the Effective Time, (i) all of
the cash and cash equivalents on hand at the Effective Time, wherever located,
including bank balances and cash and cash equivalents in bank accounts, monies
in the possession of banks, savings and loans or trust companies and similar
cash items on hand at the Effective Time, but excluding (A) escrow monies and
funds held in trust, (B) security deposits in the possession of landlords,
utility companies or Government Authorities and (C) customer prepayments, (ii)
investment securities and other short- and medium-term investments of the
Acquired Companies, (iii) the real property and improvements thereon located at
1902 Federal Road, Houston, Texas 77015, and (iv) the other assets and
properties listed on Schedule 2.7
(collectively, the “Excluded
Assets”).


      
        
           


        

        
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      2.8         Allocation of Purchase
Price.  The
Purchase Price shall be allocated among the LP Interests, the Membership
Interests and the covenant not to compete provided by the Seller under Section 7.12(a) to
the extent required for federal income tax purposes (the “Final
Allocation”).  The Final Allocation shall, subject to Section 7.5(f), be
prepared by the Buyer and furnished to the Seller within twenty (20) Business
Days after the date on which the Final Closing Working Capital Statement is
determined.  The Final Allocation shall become part of this Agreement
for all purposes.  In the event that an election is made by the Seller
and the Buyer under Section 338(h)(10) of the Code (as provided in Section 7.5(f)), the
Buyer shall prepare and furnish to the Seller at the time of delivery of the
Section 338(h)(10) Notice a schedule determining the ADSP in a manner consistent
with the allocation of the Purchase Price to the Membership Interests and the LP
Interests in the Final Allocation and allocating the ADSP among the Assets (the
“Initial Section
338(h)(10) Allocation”).  The Initial Section 338(h)(10)
Allocation shall be deemed accepted by the Seller as the “Final Section 338(h)(10)
Allocation” unless the Seller shall have notified the Buyer in writing
within thirty (30) days of any good faith objection thereto.  If the
Seller and the Buyer are unable to resolve all of their disputes with respect to
the determination and allocation of ADSP within fifteen (15) days following the
Buyer’s receipt of the Seller’s notice of objection the Initial Section
338(h)(10) Allocation, the matter shall be referred to an internationally
recognized firm of independent public accountants as to which the Seller and the
Buyer mutually agree and resolved in accordance with the procedure set forth in
Section 2.6(c)
for determining the Final Closing Working Capital Statement and the allocation
of ADSP determined by such accounting firm shall be the Final Section 338(h)(10)
Allocation.  The Parties shall prepare and file all Income Tax Returns
(including, if applicable, Internal Revenue Service Form 8594, Asset Acquisition
Statement Under Section 1060, and Internal Revenue Service Form 8883, Asset
Allocation Statement Under Section 338) consistently with the Final Allocation
and the Final Section 338(h)(10) Allocation.  Neither the Buyer nor
the Seller shall take any position (whether in audits, Income Tax Returns, or
otherwise) that is inconsistent with the Final Allocation or the Final Section
338(h)(10) Allocation unless required to do so by Law.

       

      ARTICLE
III

      REPRESENTATIONS
AND WARRANTIES

      OF
THE SELLER

       

      The
Seller hereby makes the following representations and warranties to the
Buyer:

       

      3.1         Organization and
Qualification.

       

      (a)           The
Seller is a corporation, duly incorporated, validly existing and in good
standing under the laws of the State of Delaware, and has all requisite
corporate power and authority to own, operate or lease the properties and assets
now owned, operated or leased by it and to carry on its business as it is
currently conducted.

       

      (b)           SWWR
LP is a limited partnership, duly formed, validly existing and in good standing
under the laws of the State of Texas, and has all requisite limited partnership
power and authority to own, operate or lease the properties and assets now
owned, operated or leased by it and to carry on its business as it is currently
conducted.

       

      (c)           SWWR
GP is a limited liability company, duly formed, validly existing and in good
standing under the laws of the State of Delaware, and has all requisite limited
liability company power and authority to own, operate or lease the properties
and assets now owned, operated or leased by it and to carry on its business as
it is currently conducted.

       

      (d)           Southern
Wire is a limited liability company, duly formed, validly existing and in good
standing under the laws of the State of Delaware, and has all requisite limited
liability company power and authority to own, operate or lease the properties
and assets now owned, operated or leased by it and to carry on its business as
it is currently conducted.


      
        
           


        

        
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      (e)           Each
of the Acquired Companies is duly qualified or licensed to do business as a
foreign entity and is in good standing in each jurisdiction where the character
of its properties owned, operated or leased or the nature of its activities
makes such qualification or license necessary, except where the failure to be so
qualified or licensed or the failure to be in good standing would not have a
Material Adverse Effect.  The respective jurisdictions in which each
of the Acquired Companies is qualified or licensed to do business as a foreign
entity are set forth on Schedule
3.1.

       

      (f)           True
and complete copies of the (i) certificate of formation of SWWR LP and the
Partnership Agreement, (ii) certificate of formation of SWWR GP and the
Operating Agreement and (iii) certificate of formation of Southern Wire and the
Southern Wire Operating Agreement (in each case, as amended to the date of this
Agreement) (collectively, the “Charter Documents”),
have been made available by the Seller for review by the Buyer.

       

      3.2         Authorization.  The
Seller has all requisite corporate power and authority to execute and deliver
this Agreement and the Ancillary Agreements to which it is a party, to perform
its respective obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby.  This Agreement has been
duly authorized, executed and delivered by the Seller and constitutes a legal,
valid and binding agreement of the Seller enforceable against it in accordance
with its terms, subject to the effect of applicable bankruptcy, insolvency,
reorganization, moratorium or other similar federal or state laws affecting the
rights of creditors and the effect or availability of rules of law governing
specific performance, injunctive relief or other equitable remedies, regardless
of whether any such remedy is considered in a proceeding at law or equity
(collectively, “Bankruptcy Laws and
Equitable Principles”).  Each of the Ancillary Agreements will
be duly authorized, executed and delivered by the Seller or one or more of its
Affiliates, as applicable, and will constitute legal, valid and binding
agreements of the Seller or Seller’s Affiliates, as applicable, enforceable
against it in accordance with its terms, subject to Bankruptcy Laws and
Equitable Principles.

       

      3.3         Capitalization of the
Acquired
Companies.

       

      (a)           SWWR
GP is the sole general partner of SWWR LP, and the Seller is the sole limited
partner of SWWR LP.  All of the issued and outstanding GP Interests
have been duly authorized and validly issued and are owned beneficially and of
record by SWWR GP, free and clear of all Liens.  All of the issued and
outstanding LP Interests have been duly authorized and validly issued and are
owned beneficially and of record by the Seller, free and clear of all
Liens.  The entire authorized capital of SWWR LP consists of the GP
Interests and the LP Interests, and the GP Interests, and the LP Interests are
the only issued and outstanding securities or partnership interests of SWWR
LP.

       

      (b)           The
Seller is the sole member of SWWR GP.  All of the issued and
outstanding Membership Interests have been duly authorized and validly issued
and are owned beneficially and of record by the Seller, free and clear of all
Liens.  The entire authorized capital of SWWR GP consists of the
Membership Interests, and the Membership Interests are the only issued and
outstanding securities or membership interests of SWWR GP.


      
        
           


        

        
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      (c)           SWWR
LP is the sole member of Southern Wire.  All of the issued and
outstanding membership interests of Southern Wire (the “Southern Wire Membership
Interests”) have been duly authorized and validly issued and are owned
beneficially and of record by SWWR LP, free and clear of all
Liens.  The entire authorized capital of Southern Wire consists of the
Southern Wire Membership Interests, and the Southern Wire Membership Interests
are the only issued and outstanding securities or membership interests of
Southern Wire.

       

      (d)           There
are no outstanding or authorized subscriptions, options, warrants, rights
(including preemptive rights, conversion rights and exchange rights), calls,
convertible securities or other agreements or commitments of any character
relating to (i) the GP Interests or the LP Interests obligating SWWR LP to issue
any securities of any kind, (ii) the Membership Interests obligating SWWR GP to
issue any securities of any kind or (iii) the Southern Wire Membership Interests
obligating Southern Wire to issue any securities of any kind.  There
are no outstanding or authorized phantom securities, profit participation or
similar rights with respect to SWWR LP, SWWR GP or Southern
Wire.  Other than the Partnership Agreement, the Operating Agreement
and the Southern Wire Operating Agreement, there are no voting trusts, proxies,
or other agreements or understandings with respect to the GP Interests, the LP
Interests, the Membership Interests or the Southern Wire Membership
Interests.

       

      3.4         Subsidiaries.  Except
for the GP Interests and the Southern Wire Membership Interests, none of the
Acquired Companies holds or beneficially owns any other direct or indirect
interest (whether it be common or preferred stock or any comparable ownership
interest in any Person that is not a corporation), or any subscriptions,
options, warrants, rights, calls, convertible securities issued by any
Person.  Except for the Partnership Agreement and the Southern Wire
Operating Agreement, there are no agreements or commitments by any Acquired
Company for any interest in any Person.

       

      3.5         No
Conflict.  Neither
the execution and delivery of this Agreement or the Ancillary Agreements nor the
consummation of the transactions contemplated hereby or thereby will (a) violate
any provision of the certificate of incorporation, certificate of formation,
operating agreement, limited partnership agreement or other similar
organizational document of the Seller or any Acquired Company; (b) violate any
Law or any injunction, order or decree of any Governmental Authority to which
the Seller or any Acquired Company is subject, except for any violations that
would not have a Material Adverse Effect or prohibit or materially impair the
Seller’s ability to perform its obligations under this Agreement; (c) result in
the creation of any Lien on any of the Equity Interests; (d) result in the
creation of any Lien (other than a Permitted Lien) on any of the Assets; (e)
except as set forth on Schedule 3.5(e),
violate, or be in conflict with, or constitute a default under, or result in the
termination of, accelerate the performance required by, or cause the
acceleration of the maturity of any liability or obligation, under any Material
Contract; or (f) except as set forth on Schedule 3.5(f),
require the Seller or any Acquired Company to obtain any consent or approval
under any Material Contract.

       

      3.6         Consents and
Approvals.  The
execution, delivery and performance of this Agreement and the Ancillary
Agreements by the Seller does not and will not require any consent, approval,
authorization or other action by, or filing with or notification to, any
Governmental Authority, except (a) as set forth in Schedule 3.6, (b)
where the failure to obtain such consent, approval, authorization or action, or
to make such filing or notification, would not prevent or materially delay the
consummation by the Seller of the transactions contemplated by this Agreement
and the Ancillary Agreements or (c) as may be necessary as a result of facts or
circumstances relating solely to the Buyer.


      
        
           


        

        
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      3.7         Financial
Information.

       

      (a)           Schedule 3.7(a) sets
forth the (i) unaudited pro forma combined balance sheets of the Business as of
December 31, 2009 and 2008 and the related unaudited pro forma combined profit
and loss statements for the Business for the twelve-month periods ended December
31, 2009, 2008 and 2007 (collectively, the “Unaudited Annual Financial
Information”) and (ii) unaudited pro forma combined balance sheet of the
Business as of March 31, 2010 and the related unaudited pro forma combined
profit and loss statement for the Business for the three-month period ended
March 31, 2010 (the “Unaudited Interim Financial
Information”) ((i) and (ii), collectively, the “Unaudited Financial
Information”).

       

      (b)           Schedule 3.7(b) will
set forth when available under Section 7.6(a) (if
such availability is prior to the Closing), the (i) Audited Financial Statements
and (ii) Reviewed Financial Statements ((i) and (ii), if available prior to the
Closing, collectively with the Unaudited Financial Information, the “Financial
Information”).

       

      (c)           The
Financial Information (including all notes thereto) fairly presents in all
material respects the financial condition and the results of operations of the
Business as at the respective dates of and for the periods referred to in such
Financial Information, and have been prepared from the Books and Records in
accordance with GAAP consistently applied during the periods covered thereby
(except as otherwise disclosed therein), subject, in the case of (i) the
Unaudited Annual Financial Information, to the absence of footnotes and
statement of cash flows and the use of the Accounting Principles and (ii) the
Unaudited Interim Financial Information, to normal recurring year-end
adjustments, the absence of footnotes and the statement of cash flows and the
use of the Accounting Principles.  The Seller makes no other
representations with regard to the Financial Information.  The Buyer
acknowledges that (a) the Unaudited Financial Information was prepared solely
for the purpose of this Agreement and for the internal management purposes of
the Seller, (b) the Business was not conducted on a stand-alone basis as a
separate entity during the periods indicated in the Financial Information and
(c) the Financial Information includes allocations and estimates not necessarily
indicative of the costs that would have resulted if the Business had been
operated and conducted on a stand-alone basis as a separate entity during such
periods or indicative of such costs that will result following the
Closing.

       

      3.8         Absence of Certain Changes
or Events.  Except
as set forth on Schedule 3.8 or
otherwise disclosed in this Agreement, since March 31, 2010, the Seller and
the Acquired Companies, other than in the ordinary and usual course, have not,
with respect to the Business:

       

      (a)           sold,
assigned, pledged or otherwise transferred any Assets that are material to the
Business as a whole;


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      (b)           acquired
an interest in any Person or acquired a substantial portion of the assets or
business of any Person or any division or line of business thereof, which in any
case is, individually or in the aggregate, material to the
Business;

       

      (c)           made
any capital expenditures or commitments for any capital expenditures relating to
the Business other than (i) in accordance with the Business’ capital
expenditures plan previously provided to Buyer in writing, (ii) in connection
with the repair or replacement of facilities destroyed or damaged due to
casualty or accident (whether or not covered by insurance) or (iii) otherwise in
an aggregate amount for all such capital expenditures made pursuant to this
clause (iii) not to exceed $125,000 in the aggregate;

       

      (d)           materially
modified or terminated any Material Contract (and, to the Seller’s Knowledge, no
notice of termination or non-renewal of any Material Contract has been received
by the Seller or any Acquired Company);

       

      (e)           suffered
any material damage, destruction or other casualty loss (whether or not covered
by insurance);

       

      (f)         
  except for increases in the ordinary course of business and
consistent with past practice, or, if required by Law, existing employment
agreements or collective bargaining agreements, increased the compensation
payable or to become payable by the Seller or an Acquired Company, as the case
may be, to any of the Employees or increased or modified any bonus, insurance,
pension or other employee benefit plan, payment or arrangement made by the
Seller or an Acquired Company, as the case may be, for or with any such
Employees;

       

      (g)           made
any change in any accounting method, practice or principle or in any system of
internal accounting controls, or made any change to a Tax reporting position or
made or changed any Tax election, other than as required by applicable
accounting, Tax or regulatory authority applicable to the Business;
or

       

      (h)           entered
into an agreement to do any of the foregoing.

       

      3.9         Litigation.  Except
as set forth on Schedule 3.9, there
is no material action, suit or proceeding pending or, to the Seller’s Knowledge,
threatened against the Seller (with respect to the Business) or any Acquired
Company at law, in equity or otherwise, in, before, or by, any Governmental
Authority.  There are no material unsatisfied judgments or material
outstanding orders, injunctions, decrees, stipulations or awards (whether
rendered by a court, an administrative agency or by an arbitrator) against any
of the Assets or against the Seller (with respect to the Business) or any of the
Acquired Companies.

       

      3.10       Compliance with
Law.  Except
as set forth on Schedule 3.10, the
Business is not being conducted in violation of any Law (including Laws
respecting employment and employee practices, terms and conditions of
employment, wages, hours of work and occupational safety and health), except for
possible violations which, individually or in the aggregate, would not have a
Material Adverse Effect.  Except as set forth on Schedule 3.10, all
governmental approvals, permits and licenses required to conduct the Business
have been obtained (except where the failure to obtain such approvals, permits
or licenses would not have a Material Adverse Effect) and are in full force and
effect and are being complied with in all material
respects.  Notwithstanding the forgoing, no representation or warranty
is made under this Section 3.10 in
respect of any (i) matters relating to the Transferred Real Property, and
compliance of the Transferred Real Property with Laws, which are addressed
exclusively in Section
3.13, (ii) employee benefit matters which are addressed exclusively in
Section 3.20,
(iii) intellectual property matters which are addressed exclusively in Section 3.14, (iv)
matters relating to Environmental Laws and Environmental Permits or the
environmental condition of any of the Assets which are addressed exclusively in
Section 3.18
and (v) matters relating to Taxes which are addressed exclusively in Section
3.15.


      
        
           


        

        
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      3.11       Material
Contracts.  Schedule 3.11
contains a complete and accurate list of all Contracts to which an Acquired
Company or the Seller (with respect to the Business) is a party as of the date
hereof:  (a) under which the Seller reasonably anticipates will
involve aggregate payments for goods or services by or to any of the Acquired
Companies of more than $250,000 in the next twelve (12) months; (b) for the
lease of any real property; (c) that require the Business to deal exclusively
with the counterparty or that prohibit the Business from competing in any
product or geographic market; (d) for the lease of any personal property
involving annual lease payments in excess of $75,000 per year; (e) relating to
the purchase of any business or Person (or all or any substantial portion of the
assets of any business, business unit, facility or Person) entered into within
three (3) years from the date hereof; (f) relating to any employment, consulting
or similar agreement requiring payment by the Business of base annual fees or
compensation in excess of $75,000 to any Person; (g) evidencing Indebtedness;
and (h) providing for capital expenditures after the date hereof in excess of
$75,000, individually.  The Contracts listed (or required to be
listed) on Schedule
3.11 are referred to collectively herein as the “Material
Contracts.”  Each Material Contract is, as of the date hereof,
valid and is in full force and effect in accordance with the terms of such
Material Contract.  Except as set forth on Schedule 3.11, there
is no material default or claim of material default by an Acquired Company under
any Material Contract, and no event has occurred that, with the passage of time
or the giving of notice or both, would constitute a default by an Acquired
Company or, to the Seller’s Knowledge, any other party thereto under any
Material Contract, or would permit termination of any Material Contract, or
result in the creation of a Lien (other than a Permitted Lien) on any of the
Assets, other than such defaults, claims or events the effect of which would not
have a Material Adverse Effect.

       

      3.12       Title and Condition of
Assets.

       

      (a)           Except
as set forth on Schedule 3.12 or as
otherwise provided in this Agreement or the Ancillary Agreements, an Acquired
Company owns, leases or has the legal right to use all of the Assets (excluding
the Transferred Real Property, which is the subject of Section 3.13, and
Intellectual Property, which is the subject of Section 3.14), and
has good title to (or in the case of leased Assets, valid leasehold interest in)
all Assets (excluding the Transferred Real Property, which is the subject of
Section 3.13,
and Intellectual Property, which is the subject of Section 3.14), free
and clear of all Liens, except Permitted Liens.  Except (i) as set
forth on Schedule
3.12 and (ii) for the Excluded Assets, the Assets, together with the
rights granted to the Buyer pursuant to this Agreement and the Ancillary
Agreements and any other agreements to be entered into pursuant hereto or
thereto, will constitute at the Effective Time substantially all of the assets
necessary to conduct the Business in the same manner in all material respects as
the Business is presently conducted.


      
        
           


        

        
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      (b)           Except
as reflected in the Financial Information or as set forth on Schedule 3.12,
the tangible assets used in operating the Business (excluding the Transferred
Real Property, which is the subject of Section 3.13), taken
as a whole, are in satisfactory and serviceable condition, subject to normal
wear and tear.

       

      3.13       Real
Property.

       

      (a)           Schedule 3.13(a)
contains the correct legal description, street address or Tax parcel
identification of all real property in which any of the Acquired Companies has
an ownership interest (the “Owned Real
Property”).  Schedule 3.13(a)
describes and lists the name of the landlord of all real property leased or
licensed for use by any of the Acquired Companies (the “Leased Real Property”
and, collectively with the Owned Real Property, the “Transferred Real
Property”) and the related leases entered into by any of the Acquired
Companies.  An Acquired Company has ownership title to, or a valid
leasehold interest in, the Transferred Real Property owned or leased by it, as
the case may be, subject, in all cases, to Permitted Liens.

       

      (b)           Except
as set forth on Schedule 3.13(b), the
Owned Real Property is in material compliance with all applicable building,
zoning, subdivision, health and safety and other land use Laws (collectively,
the “Transferred Real
Property Laws”), and to the Seller’s Knowledge, the current use or
occupancy of the Leased Real Property or operation of the Business thereon does
not violate in any material respect any Transferred Real Property
Laws.

       

      (c)           To
the Seller’s Knowledge, except as set forth on Schedule 3.13(c), the
Owned Real Property is not encumbered by any matters of record other than those
shown on the title commitments for the Owned Real Property dated on or about May
2008, which have been made available to Buyer.

       

      (d)           Except
for the Excluded Assets, the Transferred Real Property consists of all real
property owned or leased for the benefit of the Business.

       

      (e)           Except
as set forth on Schedule 3.13(e), all
buildings, structures and fixtures material to the operation of the Business as
currently conducted thereon included in the Transferred Real Property, taken as
a whole, are in satisfactory condition and repair and adequate for the operation
of the Business as currently conducted thereon.

       

      (f)           The
representations and warranties contained in this Section 3.13 and
Section 3.5,
Section
3.11, Section
3.15 (as it relates to Taxes with respect to the Transferred Real
Property) and Section
3.18 shall be the exclusive representations and warranties with respect
to the Transferred Real Property, and notwithstanding any other provision
contained in this Agreement to the contrary, no other representation or warranty
is made in this Agreement with respect to the Transferred Real
Property.

       

      3.14       Intellectual
Property.

       

      (a)           Set
forth on Schedule
3.14(a) is a list of all patents, registered trademarks, registered
copyrights and all registration applications for the same, included in the
Intellectual Property owned by an Acquired Company (collectively, the “Registered IP”),
specifying as to each item, as applicable:  (i) the owner of the item;
(ii) the jurisdiction in which the item is issued or registered or which any
application for issuance or registration has been filed; (iii) the respective
issuance, registration or application number of such item; and (iv) the date of
application and issuance or registration of the item.

       

      
        
           


        

        
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      (b)           Schedule 3.14(b)
lists, as of the date hereof, all licenses, sublicenses, consents and other
written agreements (excluding shrink wrap or similar licenses with respect to
off-the-shelf software) (i) by which an Acquired Company is authorized to use
any material Intellectual Property, and (ii) by which an Acquired Company
licenses or otherwise authorizes a third party to use any Intellectual Property
owned by an Acquired Company (collectively, the “IP
Contracts”).  Each IP Contract, as of the date hereof, is valid
and is in full force and effect in accordance with the terms of such IP
Contract.  Except as set forth on Schedule 3.14(b),
there is, to the Seller’s Knowledge, no default or claim of default under any IP
Contract, and no event has occurred that, with the passage of time or the giving
of notice or both, would constitute a default by an Acquired Company or, to the
Seller’s Knowledge, any other party thereto under any IP Contract, or would
permit modification, acceleration, or termination of any IP Contract, other than
such defaults, claims or events the effect of which would not have a Material
Adverse Effect.

       

      (c)           Except
as set forth on Schedule 3.14(c) and
except with respect to the Intellectual Property assets described in Section 7.11, (i) an
Acquired Company owns all right, title and interest in and to, or has a license,
sublicense or permission to use, all of the Intellectual Property set forth on
Schedules
3.14(a) and (b), free and clear
of all material Liens (other than Permitted Liens); (ii) to the Seller’s
Knowledge, the Acquired Companies have not received any notice, claim or demand
alleging any misappropriation or infringement by any Acquired Company of any
Intellectual Property of third parties; and (iii) to the Seller’s Knowledge, no
third party is infringing the Intellectual Property owned by any of the Acquired
Companies.

       

      (d)           The
representations and warranties contained in this Section 3.14 shall be
the exclusive representations and warranties with respect to Intellectual
Property matters and, notwithstanding any other provision in this Agreement to
the contrary, no other representation or warranty is made in this Agreement with
respect to Intellectual Property matters.

       

      3.15       Taxes.

       

      (a)           Except
as set forth on Schedule 3.15, the
Seller has filed or caused to be filed in a timely manner all material Income
Tax Returns and all Tax Returns (other than Income Tax Returns) required to be
filed with respect to the Acquired Companies prior to the Effective Time (taking
into account any applicable extension periods, including filing extensions
currently in effect) and has paid or caused to be paid all Taxes shown to be due
on such Tax Returns.  Such Income Tax Returns are accurate and
complete in all material respects, and such Tax Returns (other than Income Tax
Returns) are accurate and complete in all respects.  Except as set
forth in Schedule
3.15, no presently effective waivers or extensions of statutes of
limitation with respect to Taxes have been given with respect to an Acquired
Company for any taxable year.  Except as set forth on Schedule 3.15, none
of the Acquired Companies has any agreement with any Person regarding the filing
of Tax Returns or relating to the sharing of Tax benefits or liabilities with
such Persons.  Except as set forth on Schedule 3.15, none
of the Acquired Companies is currently the subject of any audit or examination
with respect to Taxes.  For federal Income Tax purposes, (i) SWWR GP
is properly treated as an entity disregarded as separate from the Seller, (ii)
SWWR LP is properly treated as a corporation, and (iii) Southern Wire is
properly treated as an entity disregarded as separate from SWWR LP, and, each
Acquired Company has been and will be so treated for all federal Income Tax
periods ending on or prior to the Closing Date.


      
        
           


        

        
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      (b)           Each
Acquired Company has collected or withheld all amounts required in the operation
of the Business to be withheld by the Acquired Company and paid to a
Governmental Authority for Taxes, including income, sales, excise, use and other
Taxes, such as employee wage withholding and other employment Taxes, and to the
extent required, the Acquired Company has paid the same to the proper
Governmental Authority.

       

      (c)           Except
as set forth on Schedule 3.15, no
Acquired Company is responsible for any Taxes under Treasury Regulations
Sections 1.1361-4(a)(6), 1.1502-6, 301.7701-2(c)(2), 301.7701-2T or similar
foreign, state or local principles.

       

      (d)           Except
for interests in SWWR LP, none of the Assets is treated, for federal Income Tax
purposes, as an interest in any corporation or partnership.

       

      (e)           No
Acquired Company has (i) participated in any listed transaction or any
other reportable transaction within the meaning of Treasury Regulations Section
1.6011-4 or (ii) engaged in any transaction that gives rise to a
registration obligation under Section 6111 of the Code or a list maintenance
obligation under Section 6112 of the Code, or (iii) taken any position on a Tax
Return that could give rise to a substantial underpayment of Tax under any
provision of state or local Law similar to Section 6662 of the Code if such
position would affect a position reportable on a Tax Return of an Acquired
Company for a period ending after the Closing Date, or (iv) taken any position
on a Tax Return that could give rise to a substantial underpayment of Tax under
Section 6662 of the Code if such position would affect a position reportable on
a Tax Return of an Acquired Company for a period ending after the Closing
Date.

       

      (f)           Except
as set forth on Schedule 3.15, SWWR
LP will not be required to include any item of income in, or exclude any item of
deduction from, taxable income for any period after the Closing Date as a result
of any: (A) change in method of accounting for a taxable period ending on or
prior to the Closing Date; (B) “closing agreement” as described in Code Section
7121 (or any corresponding or similar provision of state, local or foreign
Income Tax Law) executed on or prior to the Closing Date; (C) intercompany
transactions or any excess loss account described in Treasury Regulations under
Code Section 1502 (or any corresponding or similar provision of state, local or
foreign Income Tax Law); (D) installment sale or open transaction disposition
made on or prior to the Closing Date; or (E) prepaid amount received other than
in the ordinary course of its trade or business on or prior to the Closing
Date.

       

      (g)           SWWR
LP is, and, on the Closing Date, will be a member of a consolidated group within
the meaning of Treasury Regulation Section 1.1502-1(h) and is not the common
parent of such group.


      
        
           


        

        
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      3.16       Accounts
Receivable.  All
Accounts Receivable, except for receivables from employees, represent bona fide
sales of goods or services made in the ordinary course of business by the
Acquired Companies, and the Acquired Companies (a) have performed all of their
respective material obligations concerning the goods or services to which such
Accounts Receivable relate other than obligations relating to warranties and
guarantees made in connection with goods sold which remain in force, and (b) are
legally entitled to collect such Accounts Receivable in accordance with their
terms, subject to the reserves for Accounts Receivable set forth in the
Financial Information, as of the date hereof, or the Final Closing Working
Capital Statement, as of the Effective Time.

       

      3.17       Inventory.  Except
as set forth on Schedule 3.17, the
Inventory, in all material respects, is usable and saleable in the ordinary
course of business and exists in quantities which do not materially exceed
levels which are reasonable in the present circumstances of the Business,
subject to reserves for obsolete and slow-moving Inventory set forth in the
Financial Information, as of the date hereof, or the Final Closing Working
Capital Statement, as of the Effective Time.

       

      3.18       Environmental
Matters.  Except
as set forth on Schedule 3.18 or in
the Environmental Reports or as would not have a Material Adverse
Effect:

       

      (a)           The
Assets are in material compliance with all applicable Environmental Laws and all
material permits, certifications, licenses, approvals, registrations and
authorizations required by the Environmental Laws (“Environmental
Permits”).

       

      (b)           Neither
the Seller nor any Acquired Company have received in connection with the Assets
any unresolved written notice of any citation, summons, order, complaint,
penalty, investigation or review by any Governmental Authority (i) with respect
to any alleged violation by an Acquired Company of any Environmental Law, (ii)
with respect to any alleged failure of an Acquired Company to have any
Environmental Permit or (iii) with respect to any generation, treatment,
storage, recycling, transportation or disposal of any Hazardous
Substance.

       

      (c)           The
Seller has provided the Buyer with access to all “Phase I” and “Phase II”
environmental site assessments regarding the Transferred Real Property in the
possession of the Seller or an Acquired Company prepared in accordance with ASTM
standards, and to copies of the soil and ground water studies relating to
environmental conditions on the Transferred Real Property, that were prepared by
third parties during the five (5) year period ending on the date
hereof.

       

      (d)           The
representations and warranties contained in this Section 3.18 shall be
the exclusive representations and warranties with respect to environmental
matters (including environmental liabilities or obligations, Environmental Laws,
Environmental Permits and Hazardous Substances) and, notwithstanding any other
provision in this Agreement to the contrary, no other representation or warranty
is made in this Agreement with respect to environmental matters.

       

      
        
           


        

        
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      3.19       Labor
Matters.

       

      (a)           (i)
No Acquired Company is a party to any labor agreement or collective bargaining
agreement respecting the Employees; (ii) no labor strike, work stoppage,
slowdown, or other material labor dispute involving the Business is underway or,
to Seller’s Knowledge, threatened; (iii) to the Seller’s Knowledge, in the prior
three (3) year period, no labor organization or group of employees of the
Business has filed any representation petition or made any written demand for
recognition; (iv) there are no pending, or to the Seller’s Knowledge, threatened
citations filed by any Governmental Authority, including the Occupational Safety
and Health Administration, with respect to an Acquired Company relating to
employees who are or were employed in the Business, except for pending or
threatened citations which, individually or in the aggregate, would not have a
Material Adverse Effect; (v) there are no pending, or to the Seller’s Knowledge
threatened, investigations or audits (other than Tax audits which are the
subject of Section
3.15) by any Government Authority of an Acquired Company with respect to
employees who are or were employed in the Business, including investigations
regarding Fair Labor Standards Act compliance and audits by the Office of
Federal Contractor Compliance Programs; (vi) there are no pending material
claims or complaints, or to the Seller’s Knowledge, threatened material claims
or complaints made against an Acquired Company by either a Governmental
Authority or an employees who is or was employed in the Business, including any
material claims relating to sexual harassment, discrimination or retaliation;
and (vii) all current and former employees of any Acquired Company have been, or
will have been on or before the Closing Date, paid in full (or accruals will
have been made in accordance with GAAP consistently applied that are adequate in
all material respects) for all wages, salaries, commissions, bonuses, vacation
pay, severance and termination pay, sick pay, and any other compensation for all
services performed by them and accrued up to the Closing Date, payable in
accordance with the obligations of the Acquired Company under any Law,
employment or labor practice and policy, or individual agreement to which the
Acquired Company is a party, or by which the Acquired Company is
bound.

       

      (b)           Since
January 1, 2006, no Acquired Company has effectuated (i) a “plant closing” (as
defined in the U.S. Worker Adjustment and Retraining Notification Act of 1988
(the “WARN
Act”)) affecting any site of employment or one or more facilities or
operating units within any site of employment or facility used in the Business,
or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of
employment or facility used in the Business, nor has an Acquired Company been
affected by any transaction or engaged in layoffs or employment terminations
sufficient in number to trigger application of any similar state or local
law.

       

      (c)           Schedule 3.19(c)
lists all employees of the Acquired Companies as of April 23, 2010 and, as
applicable, their respective job titles, dates of employment, current base rates
of compensation, the applicable annual bonus plan in which such employee
participates, and location.

       

      3.20       Employee Benefit
Matters.

       

      (a)           All
benefit or compensation plans, contracts and arrangements maintained for the
benefit of the Employees (or any other individual service provider to the
Acquired Companies) of any kind, including “employee benefit plans” within the
meaning of Section 3(3) of ERISA and plans of incentive, severance or deferred
compensation (the “Benefit Plans”), are
listed on Schedule
3.20(a).  True and complete copies of any Benefit Plans,
including any trust instruments and insurance contracts forming a part of any
such Benefit Plans, and all amendments thereto have been provided or made
available to Buyer.  Except as set forth on Schedule 3.20(a), no
Benefit Plan is sponsored or maintined solely by an Acquired
Company.


      
        
           


        

        
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      (b)           Except
as would not, either individually or in the aggregate, result in any liability
to the Acquired Companies:

       

       
(i)           No Asset is
subject to any Lien under ERISA Section 302(f) or Code section 412(n), ERISA
Section 4068 or arising out of any action filed under ERISA Section
4301(b).

       

       
(ii)           Neither
the Seller nor any other employer (an “ERISA Affiliate”)
that is, or was at any time after January 1, 2004, together with the Seller,
treated as a “single employer” under section 414(b), 414(c) or 414(m) of the
Code, has incurred any liability under Title IV of ERISA which could subject the
Acquired Company, the Buyer or any Asset to such liability.

       

       
(iii)           Neither
the Seller nor any ERISA Affiliate, while an ERISA Affiliate, has any currently
outstanding withdrawal liability, within the meaning of Section 4201 of ERISA,
any currently outstanding contingent withdrawal liability under Section 4204 of
ERISA, or any potential liability associated with any reasonably anticipated
insolvency or restructuring, to any multiemployer pension plan within the
meaning of Section 3(37) of ERISA, which liability could reasonably be expected
to become a liability of the Acquired Companies or the Buyer, or to impose any
Lien which in the aggregate would have a Material Adverse
Effect.  There are no outstanding contributions due to any such
multiemployer plan by Seller or any ERISA Affiliate. No contributions are
required to be made to any multiemployer pension plan on behalf of any
Employee.

       

      (c)           All
Benefit Plans are in material compliance with ERISA, to the extent applicable,
and any other applicable Law and their terms.  There is no material
pending litigation, audits or investigations relating to the Benefit
Plans.  There are no outstanding contributions past due to the Benefit
Plans.

       

      (d)           The
Benefit Plans which are “employee pension benefit plans” within the meaning of
Section 3(2) of ERISA and which are intended to meet the qualification
requirements of Section 401(a) of the Code (each a “Pension Plan”) have
received determination letters from the IRS to the effect that such Pension
Plans are qualified and the related trusts are exempt from federal Income Taxes
and no determination letter with respect to any Pension Plan has been revoked
nor, to the Seller’s Knowledge, is there any reason for such revocation, nor has
any Pension Plan been amended since the date of its most recent determination
letter in any respect that, to the Seller’s Knowledge, would adversely affect
its qualification.

       

      (e)           No
“reportable event” (as defined under ERISA) has occurred within the prior six
(6) years with respect to any Pension Plan established or maintained by Seller
or any of its ERISA Affiliates, and no such reportable event will occur as a
result of the execution of this Agreement or the transactions contemplated by
this Agreement.  No Employee participates in any Benefit Plan that is
a defined benefit pension plan established or maintained by the Seller or any of
its ERISA Affiliates.

       

      
        
           


        

        
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      (f)           Except
as set forth on Schedule 3.20(f), the
consummation of the transactions contemplated by this Agreement will not by
themselves or in combination with any other event (without regard to whether
such event has or may occur) (i)  entitle any Employee or other Person to
severance pay, unemployment compensation or any other payment, benefit or award
under a Benefit Plan (or any increase in the amount of a payment, benefit or
award under a Benefit Plan), (ii) accelerate or modify the time of payment
or vesting, or increase the amount of any benefit, award or compensation due to
any Employee or other Person under a Benefit Plan or (iii) result in the
payment of any “excess parachute payments” within the meaning of Section 280G of
the Code.

       

      (g)           Except
as required by applicable Law, no Benefit Plan provides for continuation of
post-employment welfare benefits of any kind for Employees.

       

      (h)           Each
Benefit Plan that is a nonqualified deferred compensation plan subject to
Section 409A of the Code has been operated and administered in compliance with
Section 409A of the Code.

       

      3.21       Brokers and
Finders.  No
finder, broker, agent, consultant or other intermediary, acting on behalf of the
Seller or any of the Acquired Companies, is entitled to a commission, fee or
other compensation in connection with the negotiation or consummation of this
Agreement or any of the transactions contemplated hereby.

       

      3.22       Bank
Accounts.  Schedule 3.22
contains an accurate and complete list of (i) the names and addresses of each
bank or other financial institution in which an Acquired Company has an account;
(ii) the account numbers of such accounts; and (iii) the authorized signatories
on each such account.

       

      3.23       Indebtedness.  None
of the Acquired Companies will have any Indebtedness outstanding at the
Effective Time.

       

      3.24       Transactions with Certain
Persons.  Except
for (i) the Ancillary Agreements and the other agreements and instruments
required to be delivered pursuant hereto or thereto and (ii) the contracts,
agreements or licenses set forth on Schedule 7.13, all
material Contracts between any of the Acquired Companies, on the one hand, and
the Seller or any of its Affiliates, on the other hand, are set forth on Schedule
3.24.

       

      3.25       Books and
Records.  The
Books and Records are correct and complete in all material
respects.  The minute books of the Acquired Companies contain accurate
and complete records of all meetings, or actions taken by written consent, of
the members or partners, the board of directors or managers and any committees
thereof, of each Acquired Company, and no meeting, or action by written consent
in lieu of such meeting, of any such members or partners, board of directors or
managers or committee thereof, has been held for which minutes have not been
prepared and not contained in the minute books.  At the Closing, the
Books and Records will be in possession of the Acquired Companies.

       

      
        
           


        

        
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      3.26       Insurance.

       

      (a)           Schedule 3.26(a) sets
forth (i) an accurate and complete list of each insurance policy and fidelity
bond which covers the Acquired Companies or their respective businesses,
properties, assets, directors or employees (the “Policies”) and (ii) a
list of all pending claims and the claims history for the Acquired Companies
during the current year and the preceding three (3) years (including with
respect to insurance obtained but not currently maintained).  To the
Seller’s Knowledge, there are no pending claims under any of such Policies as to
which coverage has been questioned, denied or disputed by the insurer or in
respect of which the insurer has reserved its rights.

       

      (b)           Schedule 3.26(b)
describes any self-insurance arrangement by or affecting the Acquired Companies,
including any reserves thereunder, and describes the loss experience for all
claims that were self-insured in the current year and the preceding three
(3) years.

       

      (c)           All
Policies are in full force and effect and are enforceable in accordance with
their terms against the Seller or an Acquired Company, as applicable, and to the
Seller’s Knowledge, against the other Persons party thereto, subject to the
effect of Bankruptcy Laws and Equitable Principles.

       

      (d)           All
premiums due under the Policies have been paid in full or, with respect to
premiums not yet due, accrued.  Neither the Seller nor any Acquired
Company has received a written notice of cancellation of any Policy or of any
material changes that are required in the conduct of the Business as a condition
to the continuation of coverage under, or renewal of, any such
Policy.  Neither the Seller nor an Acquired Company is in material
breach of or default under any Policy, and, to the Seller’s Knowlege, no event
has occurred that, with the giving of notice or lapse of time or both, would
constitute such a breach or a default or entitle any insurer to terminate or
cancel any Policy.

       

      3.27       Absence of Undisclosed
Liabilities.  Except
as set forth on Schedule 3.27, none
of the Acquired Companies has any material liability of a nature required by
GAAP to be recorded or disclosed on a balance sheet except for (i) liabilities
reflected in the Financial Information, (ii) liabilities arising under Material
Contracts or contracts entered in the ordinary course of business and consistent
with past practice that are not required to be disclosed on Schedule 3.11 due to
dollar thresholds, (iii) liabilities arising out of matters reflected on Schedule 3.9 or (iv)
current liabilities incurred after March 31, 2010 in the ordinary course of
business consistent with past practice, and (v) Permitted Liens.

       

      ARTICLE
IV

      REPRESENTATIONS
AND WARRANTIES OF THE BUYER

       

      The Buyer
hereby makes the following representations and warranties to the
Seller:

       

      4.1         Incorporation and
Authority.  The
Buyer is a Delaware corporation, duly incorporated, validly existing and in good
standing under the laws of the State of Delaware.  The Buyer has all
requisite corporate power and authority to execute and deliver this Agreement
and the Ancillary Agreements to which it is a party, to perform its obligations
hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby.  This Agreement has been duly authorized, executed and
delivered by the Buyer and constitutes a legal, valid and binding agreement of
the Buyer enforceable against it in accordance with its terms, subject to the
effect of Bankruptcy Laws and Equitable Principles.  Each of the
Ancillary Agreements will be duly authorized, executed and delivered by the
Buyer or one or more of its Affiliates, as applicable, and will constitute
legal, valid and binding agreements of the Seller or Buyer’s Affiliates, as
applicable, enforceable against it in accordance with its terms, subject to
Bankruptcy Laws and Equitable Principles.


      
        
           


        

        
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      4.2         Investment
Representation.  The
Buyer is acquiring the Equity Interests solely for the purpose of this
investment and not with a view to, or for sale in connection with, any
distribution thereof in violation of the Securities Act of 1933, as amended (the
“Securities
Act”).  The Buyer acknowledges that the Equity Interests are
not registered under the Securities Act or any applicable state securities law
or other Laws, and that the Equity Interests may not be transferred or sold
except pursuant to the registration provisions of such Securities Act or
pursuant to an applicable exemption therefrom and pursuant to state securities
laws and regulations as applicable.  The Buyer is an “accredited
investor” within the meaning of Rule 501(a) promulgated under the
Securities Act.  The Buyer has such knowledge and experience in
financial and business matters and investments in general that make it capable
of evaluating the merits and risks of purchasing the Equity
Interests.  The Buyer acknowledges that it has been
afforded:  (a) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Seller and the
Acquired Companies concerning the merits and risks of investing in the Acquired
Companies; (b) access to information about the Acquired Companies, their
respective results of operations, financial condition and cash flow, and
business, in each case sufficient to enable the Buyer to evaluate whether to
proceed with the execution and delivery of this Agreement and the purchase of
the Equity Interests; and (c) the opportunity to obtain such additional
information that either the Seller (with respect to the Business) or the
Acquired Companies possess, or can acquire without unreasonable effort or
expense, that is necessary to make an informed investment decision with respect
to the execution and delivery of this Agreement and the consummation of the
purchase of the Equity Interests.

       

      4.3         Consents and Governmental
Approvals.  The
execution, delivery and performance of this Agreement and the Ancillary
Agreements by the Buyer do not and will not require any consent, approval,
authorization or other action by, or filing with or notification to, any
Governmental Authority, except (a) as set forth on Schedule 4.3, (b)
where the failure to obtain such consent, approval, authorization or action, or
to make such filing or notification, would not prevent or materially delay the
consummation by the Buyer of the transactions contemplated by this Agreement and
the Ancillary Agreements or (c) as may be necessary as a result of facts or
circumstances relating solely to the Seller.

       

      4.4         No
Conflict.  Neither
the execution and delivery of this Agreement or the Ancillary Agreements to
which the Buyer is a party nor the consummation of the transactions contemplated
hereby or thereby will (a) violate or conflict with any provisions of the
certificate of incorporation or bylaws of the Buyer, (b) violate any Law
applicable to the Buyer or any injunction, order or decree of any Governmental
Authority to which the Buyer is subject, or (c) violate, or be in conflict
with, or constitute a default under, or result in the termination of, accelerate
the performance required by, or cause the acceleration of the maturity of any
liability or obligation, under any note, bond, mortgage, indenture, deed of
trust, license, lease, contract, commitment, understanding, or other agreement
to which the Buyer is a party; except, in the case of clause (b), for any
violations, breaches, defaults or other matters that would not have a Material
Adverse Effect or prohibit or materially impair the Buyer’s ability to perform
its obligations under this Agreement.


      
        
           


        

        
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      4.5         Brokers and
Finders.  No
finder, broker, agent, consultant or other intermediary, acting on behalf of the
Buyer, is entitled to a commission, fee or other compensation in connection with
the negotiation or consummation of this Agreement or the Ancillary Agreements or
any of the transactions contemplated hereby or thereby.

       

      4.6         Financial
Capability.  The
Buyer has sufficient funds or capital commitments in place to purchase the
Equity Interests on the terms and conditions contained in this Agreement and
will have such funds or capital commitments on the Closing Date.

       

      4.7         Regulatory
Matters.  The
Buyer is not subject to any enforcement action, citation, consent decree or
other similar action by any Governmental Authority that might materially affect
its ability to consummate any of the transactions contemplated by this Agreement
and the Ancillary Agreements.

       

      4.8         Litigation.  There
is no suit, investigation, action or other proceeding pending or, to Buyer’s
Knowledge, threatened before any court, arbitration tribunal, or judicial,
governmental or administrative agency, against the Buyer which would materially
restrict or limit the ability of the Buyer to perform its obligations hereunder
or which seeks to prevent the consummation of the transactions contemplated
herein.

       

      4.9         Knowledge.  As
of the date hereof, the Buyer has no Knowledge of any inaccuracy in the
representations and warranties of the Seller or any matter which would give rise
to a right to assert a claim pursuant to any indemnification obligation of the
Seller.

       

      ARTICLE
V

      CONDITIONS
TO THE BUYER’S OBLIGATIONS

       

      The
obligations of the Buyer at Closing shall be subject to the satisfaction, at or
prior to the Closing, of each of the following conditions (unless waived in
writing by the Buyer):

       

      5.1         Governmental
Consents; Other
Consents.

       

      (a)           All
consents, approvals and actions of, filings with and notices to any Governmental
Authority necessary to permit the Buyer and the Seller to perform their
respective obligations under this Agreement and the Ancillary Agreements and to
consummate the transactions contemplated hereby and thereby shall have been duly
obtained, made or given and shall be in full force and effect, and all
terminations or expirations of waiting periods imposed by any Governmental
Authority necessary for the consummation of the transactions contemplated hereby
and thereby shall have occurred.

       

      (b)           The
Material Consents shall have been obtained.


      
        
           


        

        
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      5.2           No Law or
Action.  No
Governmental Authority shall have enacted, issued, promulgated, enforced or
entered any Law which is in effect and has the effect of making any of the
transactions contemplated by this Agreement or the Ancillary Agreements illegal
or otherwise prohibiting consummation of such transactions.  There
shall be no claim, action, suit, arbitration or proceeding brought by any
Governmental Authority pending or threatened and seeking to (i) prevent or
restrain consummation of any of the transactions contemplated by this Agreement
or the Ancillary Agreements or (ii) cause any of the transactions contemplated
by this Agreement or the Ancillary Agreements to be rescinded after the
Closing.

       

      5.3           Representations and
Warranties; Covenants; No Material Adverse
Effect.  (i) The
representations and warranties of the Seller contained in this Agreement shall
be true and correct (without giving effect to any materiality limitations set
forth therein) in all material respects, in each case as of the date hereof and
as of the Closing, with the same force and effect as if made as of the Closing
(except, in the case of representations and warranties of the Seller which
address matters only as of a particular date, then as of such date and only such
date); (ii) the covenants and agreements contained in this Agreement to be
complied with by the Seller at or prior to the Closing shall have been complied
with in all material respects; (iii) no Material Adverse Effect shall have
occurred since the date hereof; and (iv) the Buyer shall have received a
certificate from the Seller as to the matters set forth in clauses (i), (ii) and
(iii) above signed by a duly authorized officer of the Seller.

       

      5.4           Resignation of Officers and
Directors.  Each
officer and member of the board of directors of each Acquired Company shall have
resigned, effective as of the Closing Date.

       

      5.5           FIRPTA
Certificate.  The
Seller shall have executed and delivered to the Buyer an affidavit of the Seller
in form substantially in the form of Exhibit E and
satisfactory to counsel to the Buyer stating, under penalties of perjury, the
Seller's United States taxpayer identification number and that the Seller is not
a foreign person for purposes of Section 1445 of the Code.

       

      5.6           Lease
Agreement.  The
Seller or one of its Affiliates shall have executed and delivered to the Buyer
the Lease Agreement.

       

      5.7           Transition Services
Agreement.  The
Seller shall have executed and delivered to the Buyer the Transition Services
Agreement.

       

      5.8           Supply
Agreement.  The
Seller shall have executed and delivered to the Buyer the Supply
Agreement.

       

      ARTICLE
VI

      CONDITIONS
TO THE SELLER’S OBLIGATIONS

       

      The
obligations of the Seller at Closing shall be subject to the satisfaction, at or
prior to the Closing, of the following conditions (unless waived in writing by
the Seller):

       

      6.1         Governmental
Consents.  All
consents, approvals and actions of, filings with and notices to any Governmental
Authority necessary to permit the Buyer and the Seller to perform their
respective obligations under this Agreement and the Ancillary Agreements and to
consummate the transactions contemplated hereby and thereby shall have been duly
obtained, made or given and shall be in full force and effect, and all
terminations or expirations of waiting periods imposed by any Governmental
Authority necessary for the consummation of the transactions contemplated hereby
and thereby shall have occurred.


      
        
           


        

        
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      6.2         No Law or
Action.  No
Governmental Authority shall have enacted, issued, promulgated, enforced or
entered any Law which is in effect and has the effect of making any of the
transactions contemplated by this Agreement or the Ancillary Agreements illegal
or otherwise prohibiting consummation of such transactions.  There
shall be no claim, action, suit, arbitration or proceeding brought by any
Governmental Authority pending or threatened and seeking to (i) prevent or
restrain consummation of any of the transactions contemplated by this Agreement
or the Ancillary Agreements or (ii) cause any of the transactions contemplated
by this Agreement or the Ancillary Agreements to be rescinded after the
Closing.

       

      6.3         Representations and
Warranties, Covenants.  (i)
The representations and warranties of the Buyer contained in this Agreement
shall be true and correct (without giving effect to any materiality limitation
set forth therein) in all material respects, in each case as of the date hereof
and as of the Closing, with the same force and effect as if made as of the
Closing (except, in the case of representations and warranties of the Buyer
which address matters only as of a particular date, then as of such date and
only such date); (ii) the covenants and agreements contained in this Agreement
to be complied with by the Buyer at or prior to the Closing shall have been
complied with in all material respects; and (iii) the Seller shall have received
a certificate of the Buyer as to the matters set forth in clauses (i) and (ii)
above signed by a duly authorized officer of the Buyer.

       

      6.4         Purchase
Price.  The
Buyer shall have paid the Purchase Price to the Seller in accordance with Section
2.2.

       

      6.5         Lease
Agreement.  The
Buyer or an Acquired Company shall have executed and delivered to the Seller the
Lease Agreement.

       

      6.6         Transition Services
Agreement.  The
Buyer or an Acquired Company shall have executed and delivered to the Seller the
Transition Services Agreement.

       

      6.7         Supply
Agreement.  The
Buyer or an Acquired Company shall have executed and delivered to the Seller the
Supply Agreement.

       

      ARTICLE
VII

      ADDITIONAL
COVENANTS OF THE PARTIES

       

      7.1         Conduct of the Business
Prior to the Closing.

       

      (a)           Prior
to the Closing, the Seller covenants and agrees that, except with the prior
written consent of the Buyer, the Seller will cause each of the Acquired
Companies to:

       

       
(i)          maintain its
corporate existence and carry on the Business in the ordinary course of business
consistent with past practice and in accordance with this
Agreement;


      
        
           


        

        
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(ii)         use commercially
reasonable efforts consistent with past practice to preserve intact its present
business organization, keep available the services of all present employees and
preserve its relationships with customers, suppliers, distributors, licensors,
licensees and others having business dealings with it;

       

       
(iii)        maintain the Assets in the
same state of repair, order and condition as such Assets are on the date hereof,
subject to normal wear and tear;

       

       
(iv)        maintain the Books and
Records in accordance with past practice; and

       

       
(v)         maintain in full force
and effect all material governmental approvals, permits and licenses required to
conduct the Business.

       

      (b)           Prior
to the Closing, and except as otherwise contemplated by this Agreement or
consented to or approved by the Buyer, the Seller covenants and agrees that it
and the Acquired Companies shall not, other than in the ordinary course of
business, undertake any of the following with respect to the Business or the
Acquired Companies:

       

       
(i)           adopt or
propose any amendment to any of the Charter Documents;

       

       
(ii)           issue or
authorize for issuance any additional Equity Interests or other securities of
any Acquired Company or make any change in any issued and outstanding Equity
Interest or other security of any Acquired Company, or redeem, purchase or
otherwise acquire any Equity Interest or other security of any Acquired
Company;

       

       
(iii)          acquire or
dispose of any Assets exceeding $25,000 in the aggregate;

       

       
(iv)          create a Lien
(other than a Permitted Lien) on any of the Assets;

       

       
(v)           enter into
any lease of real or personal property involving a rental obligation exceeding
$75,000 per annum in the aggregate;

       

       
(vi)          except for
increases in the ordinary course and in accordance with past practices, or if
required by Law, existing employment agreements or collective bargaining
agreements, materially increase the rate of compensation or the benefits payable
to any of the Employees, modify or terminate any existing Benefit Plan or
establish, adopt or enter into any new Benefit Plan;

       

       
(vii)         (A) amend, modify or
terminate, or waive, release or assign any rights under, any Material Contract
or (B) enter into any Contract, which, if in effect on the date hereof, would
have been required to be set forth on the date hereof would have been required
to be set forth on Schedule
3.11;


      
        
           


        

        
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(viii)        make any new commitment or
increase any previous commitment for capital expenditures for the Business other
than (A) in accordance with the Business’ capital expenditures plan previously
provided to the Buyer in writing, (B) in connection with the repair or
replacement of facilities destroyed or damaged due to casualty or accident
(whether or not covered by insurance) or (C) otherwise in an aggregate amount
for all such capital expenditures made pursuant to this clause (C) not to exceed
$50,000 in the aggregate;

       

       
(ix)          assume, incur or
guarantee any Indebtedness, except for endorsements for collection in the
ordinary course of business, or modify the terms of any existing
Indebtedness;

       

       
(x)           make any
change in any accounting method, practice or principle or in any system of
internal accounting controls, make any change to a Tax reporting position or
make or change any Tax election other than as required by applicable accounting,
Tax or regulatory authority;

       

       
(xi)          be party to (A)
any merger, acquisition, consolidation, recapitalization, liquidation,
dissolution or similar transaction involving any Acquired Company or (B) any
purchase of all or any substantial portion of the Assets or Equity Interests or
other securities of any Acquired Company; or

       

       
(xii)         enter into any
contract, agreement, commitment or arrangement with respect to any of the
foregoing.

       

      (c)           Nothing
in this Agreement shall diminish the Seller’s sole title to the Business or the
Acquired Companies or shall be construed to limit the Seller’s discretion to
operate the Business or the Acquired Companies in the ordinary course, or shall
give the Buyer any ownership rights to the Equity Interests or the Assets,
before the Effective Time.

       

      (d)           The
Buyer acknowledges that the Acquired Companies may transfer, by way of a
dividend or otherwise, the Excluded Assets out of the Business prior to Closing
and, it is intended that to the extent practicable, the Excluded Assets relating
to the Business will be transferred out of the Business by way of dividend or
otherwise prior to Closing.

       

      7.2         Access to
Information.

       

      (a)           The
Seller shall permit, and shall cause the Acquired Companies to permit, the Buyer
and its representatives, after the date of this Agreement until the Closing, to
have reasonable access, during regular business hours and upon reasonable
advance notice, to (i) the Transferred Real Property (subject to the Seller’s
right to have its representatives accompany the Buyer’s representatives and
subject to other reasonable rules and regulations of the Seller), including the
right to perform reasonable “Phase I” environmental site assessments; provided, however, the Buyer
shall not be permitted to perform any “Phase II” environmental site assessments
or other testing, sampling or investigations without the Seller’s prior written
consent, which consent shall be granted in the Seller’s reasonable discretion,
(ii) the offices, facilities, properties and the financial, accounting, Tax and
other books and records of the Seller (but only to the extent such books and
records relate to the Business) and the Acquired Companies and (iii) the
appropriate management personnel of the Seller and the Acquired Companies and
the accountants, auditors and agents thereof.  The Seller shall
furnish, or cause to be furnished, to the Buyer any financial and operating data
and other information with respect to the Business or the Acquired Companies as
the Buyer shall from time to time reasonably request.


      
        
           


        

        
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      (b)           It
is expressly understood by the Parties that, notwithstanding the provisions of
Section 7.2(a),
the Seller, in its sole discretion, may deny or restrict any access (i)
involving possible breaches of applicable confidentiality agreements with third
parties, or possible waivers of any applicable attorney-client privileges; (ii)
to any formulae, recipes, know-how, operating instructions or other proprietary
knowledge of the Seller or any of its Affiliates with respect to the products,
materials and services used in or produced by the Business; or (iii) in the
event Buyer is in material breach of this Agreement.  With respect to
any parties with which the Seller or any Acquired Company has a direct or
indirect contractual relationship, and any Governmental Authorities with
jurisdiction over or that regulates the Seller, any Acquired Company, the
Business or the Transferred Real Property, the Buyer shall not make any
independent inquiry with respect to the Seller, any Acquired Company, the
Business or the Transferred Real Property without the Seller’s prior written
consent and, to the extent the Seller consents thereto, all such inquiries shall
be conducted jointly by the Seller and the Buyer.

       

      (c)           All
information provided or obtained pursuant to clause (a) above shall be held by
the Buyer in accordance with, and subject to the terms of, and shall constitute
“Evaluation Material” under, the Confidentiality Agreement, dated March 5,
2009, between the Buyer and the Seller (the “Confidentiality
Agreement”).  The Parties hereby agree that, notwithstanding
anything to the contrary contained in the Confidentiality Agreement, the
Confidentiality Agreement shall survive from the date hereof until the Closing,
and if the Closing shall occur the Confidentiality Agreement will terminate at
the Closing.

       

      7.3         Registrations, Filings and
Consents.

       

      (a)           Subject
to the Seller’s and the Buyer’s additional obligations under paragraph (b) and
(c) below, the Seller and the Buyer will cooperate and use commercially
reasonable efforts to make all registrations, filings and applications, to give
all notices and to obtain any governmental transfers, approvals, orders,
qualifications and waivers necessary for the consummation of the transactions
contemplated hereby; provided, however, that neither
the Seller nor any of its Affiliates shall be required to commence or be a
plaintiff in any litigation or offer or grant any material accommodation
(financial or otherwise) to any Person; and provided, further, that the
Buyer shall not bear the costs of obtaining any consents necessary for the
consummation of the transaction contemplated hereby with respect to any
Asset.

       

      (b)           Each
of the Buyer and the Seller shall as promptly as practicable comply with the
laws and regulations of any Governmental Authority that are applicable to any of
the transactions contemplated by this Agreement and the Ancillary Agreements and
pursuant to which any consent, approval, advice, order or authorization of, or
registration, declaration or filing with, such Governmental Authority is
necessary.  The Buyer and the Seller shall furnish to each other all
such information as is necessary to prepare any such registration, declaration
or filing.  The Buyer and the Seller shall keep each other apprised of
the status of any communications with, and any inquiries or requests for
additional information from, any Governmental Authority with respect to the
transactions contemplated by this Agreement and the Ancillary
Agreements.  The Buyer and the Seller shall bear the costs and
expenses of their respective filings contemplated in this Section 7.3(b); provided, however, that the
Buyer and the Seller shall each pay one-half of the filing fees in connection
therewith.


      
        
           


        

        
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      (c)           Each
of the Buyer and the Seller agrees that it will, if necessary to enable the
Seller and the Buyer to consummate the transactions contemplated by this
Agreement and the Ancillary Agreements, use commercially reasonable efforts to
defend against any suits, actions or proceedings, judicial or administrative,
challenging this Agreement or any of the Ancillary Agreements or the
consummation of the transactions contemplated hereby or thereby, including by
seeking to vacate or reverse any temporary restraining order, preliminary
injunction or other legal restraint or prohibition entered or imposed by any
court or other Governmental Authority that is not yet final and
nonappealable.

       

      7.4         Further Assurances;
Cooperation.  At
any time after the date hereof, the Seller and the Buyer shall promptly execute,
acknowledge and deliver any other assurances or documents or take any other
actions reasonably requested by the Buyer or the Seller, as the case may be, and
necessary for the Buyer or the Seller, as the case may be, to satisfy its
obligations hereunder.  The Seller and the Buyer shall each use their
respective commercially reasonable efforts to cause the conditions to their
respective obligations set forth in Articles V and VI to be satisfied at
or prior to Closing.

       

      7.5         Tax
Matters.

       

      (a)           The
Seller shall cause to be prepared and timely filed all Income Tax Returns
required to be filed with respect to the Acquired Companies for taxable periods
ending prior to or on the Closing Date (“Prior Period Income Tax
Returns”) and shall pay or cause to be paid all Income Taxes shown to be
due on such Prior Period Income Tax Returns.  The Prior Period Income
Tax Returns shall be prepared, where relevant, in a manner consistent with the
Seller’s past practices except as otherwise required by Law.  The
Buyer shall make available to the Seller (and to the Seller’s accountants and
attorneys) any and all books and records and other documents and information in
its possession or control relating to the Acquired Companies reasonably
requested by the Seller to prepare the Prior Period Income Tax
Returns.  For avoidance of doubt, the Parties acknowledge that the
federal Income Tax liability of the Acquired Companies for taxable periods
ending prior to or on the Closing Date will be determined by the Seller and
reported on the Seller’s consolidated federal Income Tax Return.

       

      (b)           The
Buyer shall cause to be prepared and filed all Tax Returns required to be filed
with respect to the Acquired Companies and the Assets (other than a Prior Period
Income Tax Return), including any Straddle Period Tax Return, and shall pay all
Taxes related thereto; provided, however, that the
Seller shall reimburse the Buyer for the portion of any Income Taxes allocable
to a Pre-Closing Period to the extent that such Income Taxes are not reflected
in the Final Closing Working Capital Statement or paid by the Seller or an
Acquired Company prior to the Closing (including amounts paid in respect of
estimated Income Taxes).  The Seller shall make available to the Buyer
(and to the Buyer’s accountants and attorneys) any and all books and records and
other documents and information in its possession or control relating to the
determination of Taxes of the Acquired Companies reasonably requested by the
Buyer to prepare such Tax Returns.  The Buyer shall deliver to the
Seller, for its review and comment, a draft of each Straddle Period Income Tax
Return at least sixty (60) days prior to the applicable filing deadline of such
Straddle Period Income Tax Return, together with a proposed calculation of the
Income Taxes shown to be due on such Straddle Period Income Tax Return that are
allocable to the Pre-Closing Period.  Within twenty-one (21) days
following receipt thereof, the Seller shall deliver to the Buyer written notice
of any objection with respect to the calculation of Income Taxes shown to be due
on such Straddle Period Income Tax Return or the portion of such Taxes allocable
to the Pre-Closing Period.  If the Parties are unable to resolve any
disputes with respect to such calculations within fourteen (14) days following
delivery of the Seller’s notice of objection, such dispute shall be submitted to
the CPA Firm for resolution, which resolution shall be final and binding upon
the Parties.  The fees and expenses of the CPA Firm in connection with
its view and resolution of the dispute shall be split evenly between the
Parties.  Income Taxes for any Straddle Period shall be allocated to
the Pre-Closing Period on the basis of an interim closing of the books method as
of the Effective Time.  The Buyer and Seller shall share any Straddle
Period Income Tax refunds in the same proportion as they shared the Straddle
Period Income Taxes to which such Income Tax refunds relate.  The
Buyer shall remit any such apportioned Straddle Period Income Tax refund to the
Seller within five (5) Business Days of its receipt thereof.

       

      
        
           


        

        
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      (c)           Following
the Closing, and to the extent not reflected in the Final Closing Working
Capital Statement, the Seller shall indemnify and hold the Buyer and the
Acquired Companies harmless from and against (i) any Income Taxes of the
Acquired Companies related to Prior Period Income Tax Returns (other than Income
Taxes arising from transactions out of the oridinary course of business of the
Acquired Companies that occur after the Effective Time) and (ii) any Income
Taxes of any other person for which any of the Acquired Companies may become
liable pursuant to Treasury Regulations Section 1.1502-6 (or analogous
provisions of state or local law) as a result of being a member of a
consolidated, combined or unitary group of corporations prior to the Closing
Date.

       

      (d)           The
Buyer shall promptly notify the Seller following receipt of any notice of audit
or other proceeding relating to any matter for which the Seller may be required
to indemnify the Buyer and the Acquired Companies pursuant to Section
7.5(c).  The Seller shall have the right to control any and all
audits or other proceedings relating to any taxable period that ends on or
before the Closing Date, including a proceeding arising from the filing of any
amended Income Tax Return related to any such period.  The Buyer shall
have the right to control any and all audits or other proceedings relating to
any Straddle Period Income Tax Return (including the filing of any amended
Straddle Period Income Tax Return).

       

      (e)           The
Seller shall be entitled to all refunds of Income Taxes attributable to the
operations of  the Acquired Companies that have been reported on
Seller’s consolidated federal Income Tax Returns and to all refunds of Income
Taxes with respect to Prior Period Income Tax Returns to the extent not
reflected on the Final Closing Working Capital Statement.  The Buyer
shall pay to the Seller the amount of any refund, realized Income Tax credit or
similar Income Tax benefit realized by, or with respect to, any of the Acquired
Companies allocable to a Prior Period Income Tax Return within five (5) Business
Days of receipt by the Buyer (in the case of a refund) and within five (5)
Business Days of the Buyer’s realization of a benefit in any Income Tax Return
(in the case of a realized Income Tax credit or similar Income Tax
benefit).


      
        
           


        

        
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      (f)           After
the Closing, except as otherwise provided in this Section 7.5(f), the
Buyer shall not make an election under Section 336 or 338 of the Code or any
comparable provision of state or local Law with respect to any of the Acquired
Companies in regard to the transactions contemplated by this Agreement and shall
not elect to change the Income Tax classification of any of the Acquired
Companies for any taxable period ending prior to or on the Closing Date or for
any portion of a Straddle Period ending prior to or on the Closing
Date.  Within two (2) months after the Closing Date, the Seller shall
notify the Buyer of Seller’s Section 338(h)(10) Amount.  Seller’s
Section 338(h)(10) Amount shall become the Section 338(h)(10) Amount for all
purposes of this Agreement, unless, no later than four (4) months after the
Closing Date, the Buyer notifies the Seller of its objection and of Buyer’s
Section 338(h)(10) Amount.  If the Seller and the Buyer are unable to
resolve the difference between Seller’s Section 338(h)(10) Amount and Buyer’s
Section 338(h)(10) Amount within thirty (30) days following delivery of the
Buyer’s notice of objection, such dispute shall be submitted to an
internationally recognized firm of independent public accountants as to which
the Seller and the Buyer mutually agree for determination of the Section
338(h)(10) Amount, which determination shall be final and binding upon the
parties for all purposes of this Agreement.  The fees and expenses of
such firm in connection with its review and resolution of the dispute shall be
allocated so that the Seller’s share of such costs shall be in the same
proportion that (x) the difference between Seller’s Section 338(h)(10) Amount
and the final Section 338(h)(10) Amount bears to (y) the Section 338(h)(10)
Dispute Amount; provided, however,
that if such firm has not determined the Section 338(h)(10) Amount at the time
the Buyer makes an irrevocable notice described in clause (b) of the following
sentence, the fees and expenses of such firm in connection with its review and
resolution of the dispute shall be allocated fifty percent (50%) to the Buyer
and fifty percent (50%) to the Seller.  If the Buyer provides notice
to the Seller within the time period specified in Treasury Regulations Section
1.338(h)(10)-1(c)(3) that the Buyer would like to make a joint election with the
Seller pursuant to Section 338(h)(10) of the Code with respect to SWWR LP (the
“Section 338(h)(10)
Notice”), upon payment to the Seller of the Section 338(h)(10) Amount by
the Buyer, the Buyer and the Seller shall make a timely joint election under
Section 338(h)(10) of the Code and under any comparable provisions of state or
local Law with respect to the purchase of the interests in SWWR LP; provided, however, that (a) if
the Section 338(h)(10) Amount has not been determined, the Buyer shall (as a
condition precedent to the Seller’s making such timely joint election with the
Buyer) (i) pay the Seller an amount equal to the Buyer’s Section 338(h)(10)
Amount in lieu of the Section 338(h)(10) Amount and (ii) pay the Section
338(h)(10) Dispute Amount to an escrow agent mutually acceptable to the Buyer
and the Seller pending determination of the Section 338(h)(10) Amount pursuant
to this Section
7.5(f); and (b) the Buyer may, at any time prior to the delivery of the
Section 338(h)(10) Notice, notify the Seller that the Buyer will not make such
joint election (which notice shall be irrevocable if delivered by setting forth
in writing signed by the Buyer’s chief financial officer that the Buyer
“irrevocably elects to waive its rights to make a Code Section 338(h)(10)
election within the meaning of and pursuant to Section 7.5(f)” of this
Agreement).  Any amount held in escrow in accordance with the
preceding sentence shall be disbursed to the Seller or the Buyer (as the case
may be) upon, and in accordance with, the determination of the Section
338(h)(10) Amount pursuant to this Section 7.5(f),
together with a proportionate share of any interest earned on the escrow
account.  Any amount paid to the Seller pursuant to this Section 7.5(f) shall
be treated as an adjustment to the Purchase Price and the Buyer shall adjust the
Final Allocation and the Final Section 338(h)(10) Allocation
accordingly.  The Buyer shall prepare copies of IRS Form 8023 and any
similar state or local forms, partially completed with the identity of the
parties, and shall deliver them to the Seller with the Section 338(h)(10)
Notice.  The Seller shall execute such forms within five (5) days of
receipt and shall deliver them to the Buyer.  The Buyer shall file
such forms with the applicable Governmental Authorities.  If any
changes are required in these forms as a result of information that is first
available after such forms are completed, the Parties will promptly agree on
such changes.  Except to the extent required by Law, neither the Buyer
nor the Seller shall take any action inconsistent with, or fail to take any
action necessary for, the validity of the elections described
herein.


      
        
           


        

        
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      (g)           After
the Closing, the Buyer shall file, or cause to be filed, any amended Prior
Period Income Tax Return or make any Income Tax election with respect to any
Acquired Company that affects the inclusion, exclusion or treatment of any item
in a Prior Period Income Tax Return that is reasonably requested by the Seller;
provided, however, that the
Buyer shall not be required to file, or cause to be filed, any amended Prior
Period Income Tax Return or Income Tax election if the Buyer timely waives its
right to indemnification pursuant to Section 7.5(c) to the
extent of the reduction (if any) in Income Tax that will have been foregone by
reason of the Buyer’s failure to file such amended Prior Period Income Tax
Return or Income Tax election.

       

      (h)           The
Seller and the Buyer shall provide each other with such cooperation and
information as may be reasonably requested of the other in determining the Final
Section 338(h)(10) Allocation and the Section 338(h)(10) Amount, filing any Tax
Return, amended Tax Return or claim for refund, determining a liability for
Taxes or a right to a refund of Taxes or participating in or conducting any
audit or other proceeding in respect of Taxes.  Each of the Seller and
the Buyer shall make themselves (and their respective employees) reasonably
available on a mutually convenient basis to provide explanations of any
documents or information provided hereunder.

       

      (i)           Any
Tax indemnity, sharing, allocation or similar agreement or arrangement (a “Tax Sharing
Agreement”) that may be in effect prior to the Closing Date between or
among an Acquired Company, on one hand, and the Seller or any of the Seller’s
Affiliates, on the other hand, shall, as of the Closing Date, be extinguished in
full as the Tax Sharing Agreement relates to such Acquired Company, and any
liabilities or assets existing under any such agreement or arrangement by or
with respect to an Acquired Company shall cease to exist and shall no longer be
enforceable, except to the extent that such liabilities or assets are reflected
on the Final Closing Working Capital Statement.  The Acquired
Companies shall not have any obligation under any Tax Sharing Agreement with
respect to Taxes attributable to the period after the Closing
Date.


      
        
           


        

        
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      7.6         Financial
Statements.

       

      (a)           The
Seller shall engage PricewaterhouseCoopers LLP (“PWC”) to conduct a
three-year audit of the financial statements of the Acquired Companies (the
“Audited Financial
Statements”) and financial reviews under Statement of Auditing Standards
No. 100 of the interim unaudited financial statements of the Acquired Companies
(the “Reviewed
Financial Statements”), which in each case are required to be filed by
the Buyer or its Affiliates under Rule 3-05 of Regulation S-X of the Securities
Exchange Act of 1934, as amended.  Such financial statements shall be
free of any qualifications.  The financial statements provided for in
this Section
7.6(a) shall, when completed (if completed prior to the Closing), be
attached as Schedule
3.7(b).  The cost of the audit and review contemplated by this
Section 7.6(a)
(the “Financial
Statement Audit and Review”) shall be either, at the option of the
Seller, be paid to the Seller or PWC by the Buyer at the Closing upon
presentation of invoices for such amounts.  Any costs incurred after
the Closing Date in connection with the Financial Statement Audit and Review
shall be paid by the Seller and the Buyer shall reimburse the Seller therefor
within three (3) Business Days following demand by the Seller and presentation
of invoices for such amounts; provided, however, that the
Buyer’s obligation to pay the cost of the Financial Statement Audit and Review
shall be limited to $150,000 (the “Buyer’s Audit Cap”),
and any costs in excess of the Buyer’s Audit Cap shall be for the Seller’s
account and the Seller shall not be entitled to reimbursement by the Buyer
therefor.  Notwithstanding the foregoing, in the event this Agreement
is terminated pursuant to Section 9.1, the
Buyer shall be responsible for all of the costs incurred by the Seller in
connection with the Financial Statement Audit and Review (subject to the Buyer’s
Audit Cap) and shall reimburse the Seller for such costs (up to the Buyer’s
Audit Cap) unless this Agreement is terminated by the Buyer pursuant to Section 9.1(d), in
which case the Seller shall be responsible for all of the costs incurred by the
Seller in connection with the Financial Statement Audit and Review.

       

      (b)           Prior
to the Closing, the Seller shall deliver, or cause PWC to deliver, to the Buyer
a draft of the Audited Financial Statements (the “Draft Audited Financial
Statements”).  The Draft Audited Financial Statements shall
have been reviewed by at least one manager and one partner of PWC prior to the
delivery to the Buyer.  The Draft Audited Financial Statements need
not include footnote disclosure or any opinion of PWC (or any other audit or
accounting firm).

       

      7.7         Transfer of Excluded
Assets.  Prior
to the Closing, the Seller shall do and cause the Acquired Companies, as
applicable, to do all such acts and undertakings as are necessary to cause title
to the Excluded Assets to be transferred to the Seller or any of its Affiliates
(other than an Acquired Company).

       

      7.8         No
Negotiation.  Until
the Closing or such time as this Agreement shall be terminated pursuant to Section 9.1, neither
the Seller nor any Affiliate of the Seller shall directly or indirectly solicit,
initiate, encourage or entertain any inquiries or proposals from, discuss or
negotiate with, or provide any nonpublic information to any third Person (other
than the Buyer) relating to any business combination transaction involving the
Acquired Companies or the acquisition of all or any significant part of the
Business, including the direct or indirect sale of the Equity Interests, the
merger or consolidation of any Acquired Company or the sale of all or any
significant part of the Business or any of the Assets (other than sales of
Assets in the ordinary course of business).

       

      7.9         Books and
Records.

       

      (a)           For
a period of six (6) years after the Closing Date, (i) the Buyer agrees to use
its commercially reasonable efforts to, or cause the Business to, retain all
Books and Records and to make the same available after the Closing Date for
inspection and copying by the Seller or its agents at the Seller’s expense, upon
reasonable request and upon reasonable notice, and (ii) no such Books and
Records shall be destroyed by the Buyer without first advising the Seller in
writing and giving the Seller a reasonable opportunity to obtain possession
thereof.


      
        
           


        

        
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      (b)           For
a period of six (6) years after the Closing Date, (i) the Seller agrees to use
its commercially reasonable efforts to retain all electronic Books and Records
currently maintained on its computer system and to make the same available after
the Closing Date for inspection and copying by the Buyer or its agents at the
Buyer’s expense, upon reasonable request and upon reasonable notice, and (ii) no
such Books and Records shall be destroyed by the Seller without first advising
the Buyer in writing and giving the Buyer a reasonable opportunity to obtain
possession thereof, except with respect to each of (i) and (ii), such Books and
Records electronic copies of which have been offered to the Buyer for download
pursuant to the Transition Services Agreement.

       

      7.10       Termination of Intercompany
Accounts.  The
Seller hereby agrees that at or  immediately prior to the Closing, it
shall take all necessary action to cause all Contracts, commitments or
transactions, including all amounts payable or receivable resulting therefrom,
between any of the Acquired Companies, on the one hand, and the Seller or any of
its Affiliates, on the other hand, to be terminated and cancelled without any
further liability and obligation and to be of no force or effect.

       

      7.11       Intellectual
Property.

       

      (a)           The
Buyer hereby acknowledges and agrees that nothing in this Agreement grants or
shall be deemed to grant to the Buyer the right to use or any interest in (i)
the name “Teleflex”, “TFX”, or any trademark, trade name, service mark or other
similar mark or similar right which is a derivative of the name “Teleflex” or
“TFX” or (ii) any other intellectual property rights of the Seller and its
Affiliates that is not included in the Assets (collectively referred to as the
“Seller Intellectual
Property”).

       

      (b)           Neither
the Buyer nor any of its Affiliates shall use any signs or stationery, purchase
order forms, packaging or other similar paper goods or supplies, advertising and
promotional materials, product, training and service literature and materials,
or computer programs or like materials (collectively, the “Specified Supplies”)
that include the word “Teleflex”, “TFX” or contain any trademarks, trade names,
service marks or corporate or business names, derived from or including the
words “Teleflex” or “TFX” (in logotype design or any other style or design) in
whole or in part; provided, however, that, to the
extent any Specified Supplies include the words “Teleflex”, “TFX” or contain any
such trademarks, trade names, service marks or corporate or business names, the
Buyer may, for a period of ninety (90) days after the Closing Date, use such
Specified Supplies after first crossing out or marking over such word or
trademark, trade name, service mark or corporate or business name and otherwise
clearly indicating on such Specified Supplies that the Business is no longer
affiliated with the Seller.  The Buyer shall not reorder, produce or
reproduce any Specified Supplies that include the words “Teleflex”, “TFX” or
contain any such trademarks, trade names, service marks or corporate or business
names.


      
        
           


        

        
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      7.12       Covenant Not to
Compete.

       

      (a)           The
Seller agrees that during the Non-Compete Period, neither the Seller nor any of
its controlled Affiliates shall engage, manage, operate or have any ownership
interest in any firm, corporation, partnership, proprietorship or other business
entity that engages in, manages or operates a business that competes with the
Business (each, a “Competing Business”)
anywhere in the United States of America; provided, however, that it
shall not be a violation of this Section 7.12(a) for
the Seller or any of its controlled Affiliates (i) to own, directly or
indirectly, solely as an investment, securities of any Person that are traded on
a national securities exchange (or a recognized securities exchange outside the
U.S.) if the Seller or any of its controlled Affiliates (x) is not a controlling
Person or a member of a group that controls such Person and (y) does not,
directly or indirectly, own more than 5% or more of the voting securities of
such Person, (ii) to acquire, directly or indirectly, the equity or assets of,
or otherwise become affiliated with or participate in, any enterprise engaged in
a Competing Business if the Seller shall use reasonable efforts to divest, as
soon as reasonably practicable (and in any event within eighteen (18) months
after the closing date of such acquisition), its interest in such enterprise
relating to the Competing Business), (iii) to continue operating existing lines
of business, other than the Business, or any of the Excluded Assets or (iv) to
perform the activities contemplated by the Ancillary Agreements.  None
of the provisions of this Section 7.12(a) shall
operate to prohibit, hinder, impede or restrict from engaging in a Competing
Business in any way, any Person which by way of takeover, acquisition, merger,
combination or similar transaction acquires a controlling or significant
interest in Seller or any of its Affiliates (provided that Seller and its
controlled Affiliates as of the date of such transactions shall continue to be
subject to the provisions of this Section 7.12(a) after
any such transaction).

       

      (b)           Each
of the Buyer and the Seller agrees that for a period of three (3) years after
the Closing Date, it shall not, and shall cause its respective Affiliates,
directors, officers or employees to not, directly or indirectly take any action
to solicit for employment or hire any person in the employ of (i) in the case of
the Buyer, the Seller or any of its Affiliates and (ii) in the case of the
Seller, the Acquired Companies, in each case of (i) and (ii) without the prior
written consent of the applicable other Party.

       

      (c)           If
any provision contained in this Section 7.12 shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Section
7.12, but this Section 7.12 shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.  It is in the intention of the Parties that if any
of the restrictions or covenants contained in this Section 7.12 is held
to cover a geographic area or to be for a length of time which is not permitted
by Law, or in any way construed to be too broad or to any extent invalid, such
provision shall not be construed to be null, void and of no effect, but to the
extent such provision would be valid or enforceable under Law, a court of
competent jurisdiction shall construe and interpret or reform this Section 7.12 to
provide for a covenant having the maximum enforceable geographic area, time
period and other provisions (not greater than those contained herein) as shall
be valid and enforceable under such Law.


      
        
           


        

        
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      7.13       Transactions with
Affiliates.  Except
for (i) the Ancillary Agreements and the other agreements and instruments
required to be delivered pursuant hereto or thereto and (ii) the contracts,
agreements or licenses set forth on Schedule 7.13, all of
the Contracts between any of the Acquired Companies, on the one hand, and the
Seller or any of its Affiliates, on the other hand, will be terminated effective
as of the Effective Time.

       

      7.14       No
Reliance.  No
promise or inducement for this Agreement has been made to the Buyer except as
(and solely to the extent) specifically set forth herein.  This
Agreement is executed by the Buyer freely and voluntarily, and without reliance
on any statement, representation, or warranty, whether written or oral, by the
Seller, their Affiliates or any of their directors, officers, employees, agents,
stockholders, consultants, investment bankers or representatives, their
respective heirs, successors, and assigns (the “Seller Parties”),
except as (and solely to the extent) specifically set forth in this
Agreement.  Without limiting the generality of the foregoing, the
Buyer acknowledges and agrees that the Seller makes no representations or
warranties regarding the future performance of the Business, or any estimates,
projections, plans or budgets or similar information furnished to the Buyer by
or on behalf of Seller, including the information made available to the Buyer
and its representatives in “data rooms” (virtual or physical).

       

      7.15       Employee
Matters.

       

      (a)           The
Buyer shall initially continue the employment of those employees who are
employed by the Acquired Companies on the Closing Date (the “Employees”)
(including those employees on leave of absence, vacation or otherwise absent
from work on the Closing Date).  Notwithstanding the foregoing, any
Employees who are on a leave of absence as of the Closing Date (the “LOA Employees”) shall
remain eligible for life insurance and disability benefits under the Benefit
Plans of the Seller in accordance with the terms of such plans in effect
immediately prior to the Closing Date.  Upon the return to active
employment of any LOA Employee within one hundred fifty (150) days following the
Closing Date (or, if longer, within any period during which such LOA Employee
has a statutory right to re-employment), such LOA Employee shall be eligible for
the applicable disability and life insurance plans of the Buyer and its
Affiliates effective as of the date of such return to work (the “Return
Date”).  Within ten (10) Business Days after the Return Date,
the Buyer shall provide a written notice to the Seller that the applicable LOA
Employee has returned to work and that specifies such LOA Employee’s Return Date
(a “Return
Notice”).  Promptly upon receipt of the Return Notice, the
Seller shall provide to the Buyer a written notice specifying the LOA Amount for
such LOA Employee (a “Return Amount
Notice”), which the Buyer shall pay to the Seller within ten (10)
Business Days of the Buyer’s receipt of the Return Amount Notice.  Any
disability or life insurance claims of any LOA Employee who does not return to
active employment with the Buyer within one hundred fifty (150) days following
the Closing Date (or, if longer, within any period during which such LOA
Employee has a statutory right to re-employment) shall remain the responsiblity
of the Seller.  The Parties acknowledge and agree that this Section 7.15(a) shall
not apply to workers’ compensation claims, which are the subject of Section
7.15(d).

       

      (b)           For
one (1) year following the Closing Date, the Buyer shall refrain from reducing
the salary or wages, as applicable, of any Employee below the amount in effect
immediately prior to the Closing Date; provided, however, that this
Section 7.15(b)
shall not be construed to prohibit the Buyer or any of its Affiliates from
demoting or terminating the employment of any Employee or from reducing salary
or wages, as applicable, of an Employee as a result of demotion or
termination.


      
        
           


        

        
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      (c)           Following
the Closing Date, except for Benefit Plans for which the Acquired Companies are
expressly responsible pursuant to this Agreement, which are set forth on Schedule 7.15(c), all
Benefit Plans shall remain the responsibility of the Seller and all liabilities
related to the Benefit Plans shall remain the liability of the Seller or its
Affiliates.  All obligations associated with individuals previously
covered under a group health plan of the Seller or its Affiliates who are
eligible for or receiving continuation coverage pursuant to Section 4980B of the
Code under a Benefit Plan as of the Closing Date shall remain obligations of the
Seller and its Benefit Plans.

       

      (d)           The
Seller shall be responsible for all liabilities (including liabilities for
associated administrative functions) for workers’ compensation claims made for
compensable injuries of Employees that first occurred before the Closing Date,
except to the extent such liability arises under a workers’ compensation
insurance policy that is maintained by the Acquired Companies.  The
Buyer shall be responsible for all liabilities (including liabilities for
associated administrative functions) for all workers’ compensation claims made
for compensable injuries of employees that first occurred on or after the
Closing Date.  For purposes of this Section 7.15(d), a
workers’ compensation claim shall be “made” at the time of the occurrence of the
event giving rise to eligibility for workers’ compensation benefits or at the
time the occupational disease becomes manifest, as applicable, under the
respective workers’ compensation act governing the alleged injury or
disease.  The Seller will notify applicable Governmental Authorities,
if and as appropriate, of any on-the-job injuries or workers’ compensation
claims for which they are responsible under this Section
7.15(d).  The Buyer will notify applicable Governmental
Authorities, if and as appropriate, of any on-the-job injuries or workers’
compensation claims for which it is responsible under this Section
7.15(d).  The Seller and the Buyer will promptly cooperate in
providing to each other such information as is reasonably needed for these
notifications and related filings.  The Buyer shall reasonably
cooperate with the Seller with respect to the resolution of those workers’
compensation claims which are the responsibility of the Seller pursuant to this
Section
7.15(d), including, to the extent a job is existing and open, offering
employment to the Employees to whom such claims apply.

       

      (e)           For
one (1) year following the Closing Date, the Buyer shall permit each Employee to
participate in the same employee benefit plans, programs and policies (including
retirement, medical, life insurance and disability plans, programs and policies)
(the “Buyer
Plans”) and fringe benefits in which the Buyer’s employees are permitted
to participate.

       

      (f)           The
Buyer shall cause each of the Buyer Plans in which Employees are eligible to
participate to take into account for purposes of eligibility, vesting and for
purposes of severance, vacation and sick leave benefit accrual thereunder, the
length of service of such Employees with the Seller or the Acquired Companies
prior to the Closing Date, to the same extent that such service was credited
under a comparable plan of the Seller or an Acquired Company; provided, however, that such
credit shall not result in a duplication of benefits for the same period of
service.


      
        
           


        

        
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      (g)           The
Buyer shall take all such actions as are necessary or appropriate to ensure that
each Employee, each such Employee’s spouse and dependent children covered under
a group health plan of the Seller or an Acquired Company immediately prior to
the Closing Date shall be eligible to enroll for coverage effective as of the
Closing Date under a group health plan maintained by the Buyer or an Acquired
Company.  The Buyer shall take all such reasonable actions as are
necessary or appropriate to cause each group health plan maintained by the Buyer
or an Acquired Company in which an Employee, any such Employee’s spouse or
dependent children will participate on and after the Closing Date to waive any
waiting period, evidence of insurability requirement or pre-existing condition
limitation that did not also apply under the applicable group health plan of the
Seller or an Acquired Company.

       

      (h)           To
the extent that an Employee has satisfied in whole or in part any annual
deductible or paid any out-of-pocket or co-payment expenses (as evidenced by
reasonable documentation to be provided to the Buyer) under a group health plan
of the Seller or an Acquired Company in 2010, such Employees shall be credited
therefor under the corresponding provisions of the corresponding group health
plan of the Buyer or an Acquired Company in which such Employee participates on
and after the Closing Date.

       

      (i)           The
Buyer shall assume and retain the payment obligations with respect to the Change
of Control Payment (as defined in the Letter Agreements) and be bound by the
terms and conditions of the letter agreements disclosed on Schedule 7.15(i)
(collectively, the “Letter Agreements”)
with respect thereto; provided, however, the Seller
shall assume and retain the payment obligations with respect to the Bonus (as
defined in the Letter Agreements) and be bound by the terms and conditions of
the Letter Agreements with respect thereto.  The Buyer shall be
responsible for the payment of any annual incentive bonus for fiscal year 2010
(including the pro rata bonuses payable based on performance to Closing, if any)
to employees of the Acquired Companies.  Neither the Seller nor the
Acquired Companies will amend the Letter Agreements or enter into new Letter
Agreements without the Buyer’s written consent.

       

      (j)           The
Buyer agrees that, with respect to all Employees, the Buyer will honor all
accrued but untaken vacation credited to such Employees under the applicable
vacation plans of the Seller or an Acquired Company, determined as of the
Closing Date.  The Buyer agrees that all Employees shall participate
in the Buyer’s vacation plan as of the Closing Date.

       

      (k)           The
Buyer agrees to reimburse the Employees for educational expenses incurred prior
to the Closing Date but becoming reimbursable under the terms of the Seller’s
educational assistance plans after the Closing Date to the same extent that
those Employees would have been reimbursed under the Seller’s educational
assistance plans if they had remained employees of Seller or its
Affiliates.  The Seller will provide the Buyer with reasonable access
to, and copies of, the Seller’s records necessary to provide the foregoing
benefits.  Schedule 7.15(k) sets
forth the Employees currently participating in Seller’s educational assistance
plans and Seller shall update this schedule immediately prior to
Closing.


      
        
           


        

        
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      (l)           Effective
as of the Closing Date, the Buyer shall permit the Employees to participate in a
cafeteria plan (“Buyer’s Cafeteria
Plan”) described under section 125 of the Code for the Employees who were
eligible to participate in such a plan sponsored by the Seller (“Seller’s Cafeteria
Plan”).  The Buyer’s Cafeteria Plan shall include medical
expense reimbursement accounts and dependent care assistance accounts (described
under sections 105, 125 or 129 of the Code) (the “Flex Accounts”) as
provided in the Seller’s Cafeteria Plan.  Buyer’s Cafeteria Plan will
credit each applicable Employee’s account with the amount, if any, by which such
Employee’s pre-Closing contributions exceed his or her pre-Closing
claims.  As soon as administratively feasible after the Closing, the
Seller shall transfer to the Buyer’s Cafeteria Plans the account balance of any
Flex Accounts maintained by Transferred Employees who participate in Buyer’s
Cafeteria Plan and maintain such Flex Accounts; provided, however, that if the
claims made against an Employee’s Flex Accounts prior to the Closing Date exceed
the amounts in such account as of the Closing Date, the Buyer shall reimburse
the Seller the amount by which such claims exceed the amounts in such Flex
Accounts.

       

      (m)          (i)           
All Employees will cease making contributions to the Seller’s 401(k) Plan,
qualified under Code Sections 401(a) and 401(k) (“Seller’s Savings
Plan”) and shall be fully vested in such plan immediately prior to the
Closing Date.  Effective as of the Closing Date, the Buyer will
establish a new savings plan or designate an existing savings plan qualified
under Code Section 401(a) and including a cash or deferred feature under Code
Section 401(k) and a related trust thereunder which shall be exempt under Code
Section 501(a) (“Buyer’s Savings
Plan”) that will permit participation by all Employees who are
participating in Seller’s Savings Plan as of the Closing Date (the “Participating
Employees”).

       

       (ii)           Buyer’s
Savings Plan shall permit direct rollovers of the Participating Employees’
accounts (including notes evidencing loans) in Seller’s Savings
Plan.  The Buyer shall reimburse the Seller for third party
administrative costs incurred in connection with rollover distributions elected
by Participating Employees that occur within one (1) year following the Closing
Date, with the amount of such reimbursement not to exceed $12,000.

       

       (iii)           Buyer’s
Savings Plan shall grant the Participating Employees credit for service with the
Seller (and any other entity to the extent credit has heretofore been granted by
Seller’s Savings Plan) to the same extent as such service would be credited had
it been performed for the Buyer, so that the Participating Employees shall
receive credit for service with the Seller (and any other entity to the extent
credit has heretofore been granted by Seller’s Savings Plan) for purposes of
eligibility to participate and vesting.

       

      (n)           Nothing
contained in this Agreement shall create any third party beneficiary rights in
any Employee, any beneficiary or dependent thereof, with respect to the benefits
that may be provided to such Employees by the Buyer or an Acquired Company under
any Buyer Plan, or with respect to any entitlement of an Employee to employment
or continued employment with the Buyer or an Acquired Company for any specified
period after the Closing Date, and nothing herein shall be deemed an amendment
of any employee benefit plan or arrangement maintained by the Buyer or any
Affiliate.  Notwithstanding any other provision herein to the
contrary, nothing herein shall require the Buyer or any Acquired Company to
employ any particular Employee for any specific period of time.


      
        
           


        

        
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      7.16       Cash Sweep; Post-Closing
Cash Payment.  On
or before the Closing Date, the Seller shall use its reasonable efforts to sweep
all cash and cash equivalents from each bank account of the Acquired Companies
so that the balance of each such account shall be zero dollars ($0) at the
Effective Time.  Notwithstanding the immediately preceding sentence,
the Buyer shall pay, or cause one or more of the Acquired Companies to pay, to
the Seller within five (5) Business Days after the Closing Date by wire transfer
of immediately available funds to an account designated by the Seller an amount
equal to the cash and cash equivalents, if any, that remain in any bank account
of any Acquired Company as of the Effective Time.

       

      7.17       Misdirected
Payments.  To
the extent the Seller or any of its Affiliates receive payments from customers
of any of the Acquired Companies after the Closing with respect to services
rendered by any of the Acquired Companies, then the receiving party shall
promptly remit such payments to the Acquired Companies.

       

      7.18       Closing Date Financial
Information.  For
a period of fifteen (15) months from and after
the Closing Date, upon written request of the Seller (an “Information
Request”), the Buyer will provide the Seller within twenty (20) Business
Days of such Information Request with such computer support and financial
information of the Business as of the Closing Date as the Seller may reasonably
request.  The Information Request shall specify the format in which
the applicable financial information shall be provided to the Buyer pursuant to
this Section
7.18.  In the event that the format specified in the
Information Request is not reasonably acceptable to the Buyer, then the Buyer
shall notify the Seller of the same and the Buyer and Seller shall promptly
discuss in good faith one or more alternative formats which are reasonably
acceptable to the Buyer.  The Seller shall promptly reimburse the
Buyer for any out-of-pocket costs and expenses incurred by the Buyer in
providing the assistance requested pursuant to this Section 7.18 upon
receipt of reasonable supporting documentation with respect thereto so long as
the work giving rise to such out-of-pocket expenses is approved by the Seller
prior to the commencement thereof.

       

      ARTICLE
VIII

      SURVIVAL
AND INDEMNIFICATION

       

      8.1         Survival; Knowledge of
Breach.  (a)  The
representations, warranties and covenants (to the extent such covenants relate
to the performance of obligations prior to the Closing) contained in this
Agreement shall survive the Closing until the date that is fifteen (15) months
after the Closing; provided, however, that the
representations and warranties contained in Sections 3.1
(Organization and Qualification), 3.2 (Authorization),
3.3
(Capitalization of the Acquired Companies) and 4.1 (Incorporation
and Authority) shall survive the Closing indefinitely, the representations,
warranties and covenants contained in Sections 3.15 (Taxes)
and 7.5 (Tax
Matters) shall survive the Closing until the expiration of the applicable
statute of limitations (including all periods of extension and tolling), the
representations and warranties contained in Section 3.18
(Environmental Matters) shall survive the Closing until the date that is five
(5) years after the Closing Date and the representations and warranties
contained in Section
3.20 (Employee Benefit Matters) shall survive the Closing until the date
that is six (6) years after the Closing Date.  The covenants contained
in this Agreement which relate to the performance of obligations after the
Closing shall survive the Closing for the periods contemplated by their
terms.


      
        
           


        

        
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      (b)           No
Party shall be deemed to have breached any representation or warranty contained
herein as a result of any matter arising between the date hereof and the Closing
Date (a “Post-Signing
Matter”) if such Party shall have notified the other Party of such
Post-Signing Matter in writing on or prior to the Closing Date and such other
Party has permitted the Closing to occur under circumstances in which such other
Party either had the right to terminate this Agreement pursuant to Section 9.1(d), in
which case, for purposes of this Agreement, such other Party is thereby deemed
to have waived any breach of any representation or warranty with respect to the
Post-Signing Matter.

       

      8.2         Indemnification.

       

      (a)           From
and after the Closing Date and subject to Sections 8.1 and
8.4, the Seller
agrees to indemnify and hold harmless the Buyer, its Affiliates or any of their
directors, officers, employees and stockholders (collectively, the “Buyer Indemnified
Parties”) against and in respect of any and all losses, claims, damages,
liabilities, fines, reasonable costs and expenses, including reasonable legal
fees and expenses (collectively, “Losses”), resulting
or arising from (i) any breaches of the Seller’s representations and warranties
set forth in this Agreement, (ii) any breach of any covenant of the Seller set
forth in this Agreement, (iii) the 1902 Federal Road Environmental Liabilities,
(iv) the proceeding captioned Goings v. Southwest Wire Rope, et
al., District Court of Harris County, Texas, (v) the matters of TCEQ VCP
No. 1697 regarding the property located at 1727 Federal Road, Houston, Texas
77015, (vi) the proceeding captioned The Cox Road Group v. Air Liquide
America, LP, et al., and (vii) third party
claims (except for claims by any Government Authority) with respect to the VOC soil and
groundwater contamination reflected in the
Environmental Reports at the property located at 1404 Highway 90 West, New
Iberia, Louisiana 70560.

       

      (b)           From
and after the Closing Date and subject to Section 8.1, the
Buyer shall indemnify and hold harmless the Seller, its Affiliates or any of
their directors, officers, employees and stockholders (collectively, the “Seller Indemnified
Parties”) against and in respect of any and all Losses resulting or
arising from or otherwise relating to (i) any breaches of the Buyer’s
representations and warranties set forth in this Agreement, (ii) any breach of
any covenant of the Buyer set forth in this Agreement, or (iii) the operation of
the Business or the Assets or actions taken by or on behalf of the Buyer after
the Effective Time.

       

      (c)           Any
payments pursuant to this Article VIII shall be
treated as an adjustment to the Purchase Price.

       

      (d)           Any
claims for indemnification in respect of breaches by the Seller of the
representations and warranties contained in Section 3.18 shall be
brought pursuant to Section 8.2(a),
except to the extent that a Response Action is required to be conducted in
connection therewith, in which case such claim shall be brought pursuant to
Section 8.8 and
not Section
8.2(a).

       

      (e)           Any
claims for indemnification for Income Taxes shall be exclusively governed by and
brought pursuant to Section 7.5 rather
than pursuant to Section 8.2(a) in
respect of breaches by the Seller of the representations and warranties
contained in Section
3.15 (which shall not be in duplication of any indemnification under
Section
7.5).


      
        
           


        

        
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      8.3         Method of Asserting Claims,
etc.

       

      (a)           In
the event that any written claim or demand for which an Indemnifying Party would
be liable to any Indemnified Party hereunder is asserted against or sought to be
collected from any Indemnified Party by a third party, such Indemnified Party
shall promptly, but in no event more than thirty (30) days following such
Indemnified Party’s receipt of such claim or demand, notify the Indemnifying
Party of such claim or demand and the amount or the estimated amount thereof to
the extent then feasible (which estimate shall not be conclusive of the final
amount of such claim and demand) (the “Claim Notice”); provided, that the
failure to notify the Indemnifying Party shall not relieve the Indemnifying
Party of its obligations hereunder, except to the extent such failure shall have
adversely prejudiced the Indemnifying Party.  The Indemnifying Party
shall promptly, but in no event more than sixty (60) days from the personal
delivery or mailing of the Claim Notice (the “Notice Period”),
notify the Indemnified Party whether or not it desires to defend the Indemnified
Party against such claim or demand.  An election to assume the defense
of such claim or demand shall not be deemed to be an admission that the
Indemnifying Party is liable to the Indemnified Party in respect of such claim
or demand.  All costs and expenses incurred by the Indemnifying Party
in defending such claim or demand shall be a liability of, and shall be paid by,
the Indemnifying Party, subject to the limitations set forth in this Article
VIII.  In the event that it is ultimately determined that the
Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified
Party harmless from and against any third party claim, the Indemnified Party
shall reimburse the Indemnifying Party for any and all costs and expenses
(including reasonable attorney’s fees and court costs) incurred by the
Indemnifying Party in its defense of the third party claim.  In the
event that the Indemnifying Party notifies the Indemnified Party within the
Notice Period that it desires to defend the Indemnified Party against such claim
or demand, except as hereinafter provided, the Indemnifying Party shall have the
right to defend the Indemnified Party by appropriate proceedings.  If
any Indemnified Party desires to participate in, but not control, any such
defense or settlement, it may do so at its sole cost and expense.  The
Indemnified Party shall not settle a claim or demand without the consent of the
Indemnifying Party, which consent shall not be unreasonably
withheld.  The Indemnifying Party shall not, without the prior written
consent of the Indemnified Party, which consent shall not be unreasonably
withheld, settle, compromise or offer to settle or compromise any such claim or
demand on a basis which would result in the imposition of a consent order,
injunction or decree that would restrict the future activity or conduct of the
Indemnified Party or any subsidiary or Affiliate thereof.  If the
Indemnifying Party elects not to defend the Indemnified Party against a claim or
demand for which the Indemnifying Party has an indemnification obligation
hereunder, whether by not giving the Indemnified Party timely notice as provided
above or otherwise, and in the event the Indemnifying Party is ultimately
determined to be obligated to indemnify, defend or hold the Indemnifying Party
harmless with respect to the applicable third-party claim, then the amount of
any such claim or demand, or, if the same be contested by the Indemnified Party,
then that portion thereof as to which such defense of the claim by the
Indemnified Party is unsuccessful (and the reasonable costs and expenses
pertaining to such defense) shall be the liability of the Indemnifying Party
hereunder, subject to the limitations set forth in this Article
VIII.  To the extent the Indemnifying Party shall control or
participate in the defense or settlement of any third party claim or demand, the
Indemnified Party will give the Indemnifying Party and its counsel access to,
during normal business hours, the relevant business records and other documents,
and shall permit them to consult with the employees and counsel of the
Indemnified Party.  The Indemnified Party shall use its reasonable
best efforts in the defense of all such claims.  Any notice of a claim
by reason of any of the representations, warranties or covenants contained in
this Agreement shall state specifically the representation, warranty, or
covenant with respect to which the claim is made, the facts giving rise to an
alleged basis for the claim, and the estimated amount of the liability asserted
against the Indemnifying Party by reason of the claim.


      
        
           


        

        
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      (b)           Any
claim for indemnification not involving a third-party claim may be asserted by
notice to the Party from whom indemnification is sought.

       

      8.4         Indemnification
Amounts.  The
Seller shall not have liability under Section 8.2(a)(i)
until the aggregate amount of the Buyer’s Losses (other than Tax Losses)
attributable to indemnification claims for which a Claim Notice was properly
delivered to the Seller pursuant to Section 8.3 exceeds
$1,000,000 (the “Deductible Amount”),
in which case the Buyer shall be entitled to Losses (other than Tax Losses)
attributable to indemnification claims in an amount up to $12,000,000 in the
aggregate (the “Cap
Amount”); provided, however, that the
Seller shall be liable only for the amount by which all Losses (other than Tax
Losses) exceed the Deductible Amount (up to the Cap Amount); provided, further, that (A)
neither the Deductible Amount nor the Cap Amount shall apply to any claim for
payment of any Loss under Section 8.2(a)(i) in
respect of any breach of the Seller’s representations and warranties in Sections 3.1, 3.2, 3.3 and 3.21, (B) the
Deductible Amount shall not apply to any Tax Losses (but Tax Losses shall be
subject to the Tax Deductible Amount); (C) the Cap Amount shall not apply to any
claim for payment of any Loss under Section 8.2(a)(i) in
respect of any Tax Losses or any breach of the Seller’s representations and
warranties in Section
3.20.  The Seller shall not have liability in respect of any
Buyer’s Losses under Section 8.2(a)(i) in
respect of any breach of the Seller’s representations and warranties in Section 3.15 (the
“Tax Losses”)
until the aggregate amount of Tax Losses for which a Claim Notice was properly
delivered to the Seller pursuant to Section 8.3 exceeds
$100,000 (the “Tax
Deductible Amount”); provided, however, that the
Seller shall be liable only for the amount by which all Tax Losses exceed the
Tax Deductible Amount.

       

      8.5         Losses Net of Insurance,
Etc.  The
amount of any Loss for which indemnification is provided under Sections 8.2 or 8.8 shall be net of
(a) any amounts actually received by the Indemnified Party relating to such Loss
pursuant to any indemnification by or indemnification agreement with any third
party (net of expenses reasonably incurred by the Indemnified Party in pursuing
such recovery), (b) any amounts actually received by the Indemnified Party
relating to such Loss pursuant to any insurance or other sources of
reimbursement available as an offset against such Loss (net of expenses
reasonably incurred by the Indemnified Party in pursuing such recovery) (each
source named in clauses (a) and (b), a “Collateral Source”),
(c) with respect to claims under Section 8.2(a), any
amounts paid or payable by the Seller pursuant to Section 8.8 with
respect to such Loss and (d) accruals or reserves (or overstatement of
liabilities in respect of actual liability) relating to such Loss set forth on
Schedule
8.5.  The existence of a claim by an Indemnified Party for
monies from a Collateral Source in respect of such Loss shall not, however,
delay any payment pursuant to Sections 8.2 or 8.8 and otherwise
determined to be due and owing by the Indemnifying Party.  In
addition, the Indemnifying Party will have no liability in respect of any such
Losses (i) to the extent they arise or are incurred as a result of the passing
of, or a change in, any Law or administrative practice of a Governmental
Authority, (ii) if they would not have arisen but for any act, omission,
transaction or arrangement carried out at the request of the Indemnified Party
before the Closing or (iii) if they would not have arisen but for any voluntary
act, omission, transaction or arrangement carried out after the Closing by the
Indemnified Party or any of the Indemnified Party’s respective directors,
employees or agents or successors in title other than in the ordinary course of
the Business as carried on at the Closing Date.  The Parties shall
take and shall cause their Affiliates to take all reasonable steps to mitigate
any Loss upon becoming aware of any event that would reasonably be expected to,
or does, give rise thereto, including incurring costs only to the minimum extent
necessary to remedy a breach that gives rise to the Loss.  The Parties
acknowledge and agree that no right of subrogation shall accrue or inure to the
benefit of any Collateral Source hereunder.  The Indemnifying Party
may require an Indemnified Party to assign the rights to seek recovery pursuant
to the preceding sentence; provided, that the
Indemnifying Party will then be responsible for pursuing such recovery at its
own expense.  If the amount to be netted hereunder from any payment
required under Sections 8.2 or 8.8 is determined
after payment by the Indemnifying Party of any amount otherwise required to be
paid to an Indemnified Party to this Article VIII, the
Indemnified Party shall repay to the Indemnifying Party, promptly after such
determination, any amount that the Indemnifying Party would not have had to pay
pursuant to this Article VIII had such
determination been made at the time of such payment.


      
        
           


        

        
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      8.6         Sole
Remedy/Waiver.  Except
in the case of actual fraud or fraudulent misrepresentation, the Parties
acknowledge and agree that the remedies provided for in this Agreement or the
Ancillary Agreements shall be the Parties’ sole and exclusive remedy with
respect to the subject matter of this Agreement or the Ancillary
Agreements.  No amount shall be recoverable under this Agreement by
any Seller Indemnified Party or Buyer Indemnified Party to the extent such
Seller Indemnified Party or Buyer Indemnified Party has asserted a claim or
received indemnification for such Loss under any Ancillary
Agreement.  In furtherance of the foregoing, the Parties hereby waive
and release (and agree to cause their respective Affiliates to waive and
release), to the fullest extent permitted by Law and, except for claims of
actual fraud or fraudulent misrepresentation, any and all other rights, claims
and causes of action (including rights of contributions, if any) known or
unknown, foreseen or unforeseen, which exist or may arise in the future, that it
may have against the Seller or any of its Affiliates, or the Buyer or any of its
Affiliates, as the case may be, arising under or based upon any federal, state
or local statute, law, ordinance, rule, regulation or judicial decision
(including any such statute, law, ordinance, rule, regulation or judicial
decision relating to environmental matters or arising under or based upon any
securities law, ERISA common law or otherwise) in respect of the subject matter
of this Agreement and the Ancillary Agreements.  The Parties shall be
entitled to such remedies as shall be available at law or in equity with respect
to any willful breach of this Agreement prior to the Closing, or if this
Agreement is terminated to the extent provided in Section
9.2.  The Indemnified Party is not entitled to recover damages
or otherwise retain payment, reimbursement or restitution more than once in
respect of the same Loss.  This Section 8.6 shall
survive Closing.

       

      8.7         No Consequential
Damages.  Notwithstanding
anything to the contrary contained herein, no Indemnifying Party shall be liable
to or otherwise responsible to any Indemnified Party for consequential,
incidental, unforeseen or punitive damages or loss of profit that arise out of
or relate to this Agreement or the performance or breach thereof or any
liability retained or assumed hereunder other than damages paid to an
unaffiliated third party claimant.


      
        
           


        

        
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      8.8         Response Actions for
Releases of Hazardous Substances.

       

      (a)         Following
the Closing, in the event there is any investigation, remediation or other
response or compliance action pertaining to the Release of Hazardous Substances
in connection with the Business with respect to which a claim for
indemnification may be made pursuant to Article VIII (“Response Action”),
the Indemnifying Party may choose whether to perform the Response Action or pay
for performance by the Indemnified Party.  The Party performing the
Response Action shall be referred to as the “Performing
Party.”

       

      (b)         The
Performing Party shall use its commercially reasonable efforts to avoid and
minimize any damage to real or personal property or harm to any persons, and to
minimize any interference with or disruption of the other party’s operations and
business.  All required Response Actions shall be diligently and
expeditiously performed.  The other Party shall reasonably cooperate
with the Performing Party including providing reasonable access to perform
necessary Response Actions.

       

      (c)          The
Performing Party shall select an environmental consultant who is reasonably
satisfactory to the other Party.

       

      (d)          (i)           
All Response Actions shall meet the Appropriate Remediation
Standard.

       

      (ii)           The
Parties agree to utilize institutional and engineering controls and
environmental use restrictions as reasonably available to satisfy the
Appropriate Remediation Standard and to cooperate in obtaining all necessary
approvals of the use of such controls.  Such controls or restrictions
may include:  (a)(i) prohibitions on use of the property for any
purpose other than for industrial/commercial activity, (ii) rendering soil
environmentally isolated or inaccessible and (iii) prohibitions on the use of
groundwater for drinking water purposes; (b) petitioning the applicable
regulatory authority to change the groundwater classification underlying the
property or agreeing to a groundwater classification area or well restriction
area; (c) applying for one or more variances, including technical
impracticability variances; or (d) any other available methods that otherwise
allow Seller to achieve compliance with the Appropriate Remediation Standards;
provided, that
the foregoing would be consistent with the use of the property at
Closing.

       

      (e)           The
Performing Party shall (i) notify the other Party prior to commencing,
performing or completing any Response Actions, (ii) keep the other Party
reasonably informed of the progress of any Response Actions and provide copies
of any final proposed response, remediation, investigation or sampling plans and
the results of sampling and analysis (including any status reports of work in
progress or reports required to be submitted to any Governmental Authority or
third party), (iii) provide the other party an opportunity to attend, at its
cost and expense, any meeting with any Governmental Authority regarding the
Response Actions and (iv) provide the other party an opportunity to obtain
splits of any samples obtained in the course of conducting Response
Actions.


      
        
           


        

        
          43

          
            

          

        

        
           


        

      


      (f)           Neither
Party shall be responsible or liable to the other under the indemnities provided
in Article VIII
for any Losses (including the cost and expenses associated with any Response
Action) incurred to achieve remediation standards in excess of the Appropriate
Remediation Standards, or for Response Actions not required under applicable
Environmental Laws or by any Governmental Authority or required as a result of
Non-Required Testing.

       

      (g)           In
no event shall the Seller or any post-Closing Affiliate of the Seller be
responsible for any Response Action required as a consequence of a Release,
threat of Release or any other occurrence following the Closing or any
exacerbation of any environmental condition on or after the Closing by Buyer or
its Affiliates, their successors or assigns or anyone acting by or on their
behalf.

       

      (h)           In
the event of a conflict between this Section 8.8 and the
other Sections in Article VIII, this
Section 8.8
shall control.

       

      8.9         No
Set-Off.  Neither
the Buyer nor the Seller shall have any right to set-off any Losses (including
indemnification obligations under Sections 8.2 and
8.8) against
any payments to be made by either of them pursuant to this Agreement, the
Ancillary Agreements or otherwise.

       

      ARTICLE
IX

      MISCELLANEOUS
PROVISIONS

       

      9.1         Termination.  This
Agreement may be terminated at any time prior to the Closing:

       

      (a)           by
written agreement of the Buyer and the Seller;

       

      (b)           by
either the Buyer or the Seller, by giving written notice of such termination to
the other Party, if the Closing shall not have occurred on or prior to the date
that is six (6) months after the date hereof (unless the failure to consummate
the Closing by such date (i) shall be due to the failure of the Party seeking to
terminate this Agreement to have fulfilled any of its obligations under this
Agreement, or (ii) is due to the failure to satisfy the conditions set forth in
Sections 5.2
and 6.2, as the
case may be, in which event neither Party may rely upon this Section 9.1(b) to
terminate this Agreement until the first (1st) anniversary of the date of this
Agreement);

       

      (c)           by
either the Seller or the Buyer if any court of competent jurisdiction or other
competent Governmental Authority shall have issued a statute, rule, regulation,
order, decree or injunction or taken any other action permanently restraining,
enjoining or otherwise prohibiting the transactions contemplated by this
Agreement and such statute, rule, regulation, order, decree or injunction or
other action shall have become final and nonappealable; or

       

      (d)           by
the non-breaching Party, by giving written notice of such termination to the
other Party, if, there has been a breach by such other Party of any
representation, warranty or covenant in this Agreement, which breach is the sole
cause of the failure of the conditions in Articles V and VI to be satisfied,
and such breach is not curable prior to the earlier of the date that is six (6)
months after the date hereof and the date which is thirty (30) days after the
breaching Party’s receipt of written notice of such breach.


      
        
           


        

        
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      9.2         Effect of
Termination.  Each
Party’s right of termination pursuant to Section 9.1 is in
addition to any other rights it may have under this Agreement, and the exercise
of such right of termination will not be an election of
remedies.  Except for obligations under Article VIII and
Section 9.8, in
the event of the termination of this Agreement in accordance with Section 9.1, all
further obligations of the Parties under this Agreement shall terminate, and no
Party hereto shall have any liability to the other Party hereto or their
respective Affiliates, directors, officers or employees, except that nothing
herein will relieve any Party from liability for any willful breach of any
representation or failure to perform any covenant set forth in this Agreement
prior to such termination.

       

      9.3         Notice.  All
notices, requests, demands and other communications required or permitted under
this Agreement shall be in writing and shall be deemed to have been duly given
and made upon being delivered to the recipient Party by recognized courier
service, fax transmission (with confirmation of receipt) for those Parties
having a fax number listed below or by registered or certified mail (postage
prepaid, return receipt requested), and addressed to the applicable address set
forth below or such other address as may be designated in writing hereafter by
the recipient Party:

       

      If to the
Seller:

      


      Teleflex
Incorporated

      155 South
Limerick Road

      Limerick,
Pennsylvania  19468

      Attn:  General
Counsel

      Fax:  (610)
948-2011

      


      With a
copy to:

      


      Ballard
Spahr LLP

      1735
Market Street, 51st
Floor

      Philadelphia,
Pennsylvania  19103-7599

      Attn:  Craig
Circosta

      Fax:  (215)
864-8999

      


      If to the
Buyer:

      


      Houston
Wire & Cable Company

      10201
North Loop East

      Houston,
Texas 77029

      Attn:  Charles
A. Sorrentino, President & Chief Executive Officer

      Fax  (713)
609-2205


      
        
           


        

        
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      With a
copy to:

      


      Baker
Botts L.L.P.

      910
Louisiana Street

      Houston,
Texas  77002-4995

      Attn:  Timothy
S. Taylor

      Fax:  (713)
229-7784

      


      9.4         Entire
Agreement.  This
Agreement, the Ancillary Agreements, the Schedules and the Exhibits hereto
constitute the entire agreement and understanding between the Parties with
respect to the subject matter hereof and supersede all prior and contemporaneous
agreements and understandings relative to such subject matter.

       

      9.5         Assignment; Binding
Agreement.  This
Agreement and the rights and obligations arising hereunder shall be binding upon
and shall inure to the benefit of the Parties and to their respective legal
representatives, successors and permitted assigns.  Neither this
Agreement nor any of the rights, interests, or obligations hereunder shall be
transferred, delegated, or assigned by any of the Parties without the prior
written consent of the other Parties, except that the Buyer may, without the
prior written consent of the Seller, assign its interest in this Agreement to a
subsidiary of the Buyer; provided, however, that in such
event, the Buyer shall remain fully liable for the fulfillment of all such
obligations and liabilities hereunder.  Any attempted assignment or
delegation in contravention hereof shall be null and void.

       

      9.6         Counterparts.  This
Agreement may be executed simultaneously in multiple counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
one and the same instrument.

       

      9.7         Headings;
Interpretation.  The
article and section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.  All of the Parties have participated substantially
in the negotiation and drafting of this Agreement and agree that no ambiguity
herein shall be construed against any Party.

       

      9.8         Expenses; Certain
Taxes.  Each
Party shall bear its own costs and expenses incurred in connection with the
negotiation, preparation and execution of this Agreement and the consummation of
the transactions contemplated hereby, including fees and expenses of attorneys,
accountants, consultants, investment bankers and other financial
advisors.  Any sales, use, stamp or transfer Taxes, and any other
filing or recording fees, if any, which may be payable with respect to the
consummation of the transactions contemplated hereby shall be payable by the
Party described by Law as primarily liable therefor; provided, however, the Seller
and the Buyer shall cooperate with each other in any mutually agreeable,
reasonable and lawful arrangement designed to minimize any such
Taxes.


      
        
           


        

        
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      9.9         Governing
Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without reference to the choice of law principles thereof,
except to the extent matters of title, leasing, and similar in rem issues require
the application of the laws of jurisdiction in which the property is located and
which is the subject matter of the legal dispute.  The Parties hereby
agree and consent to be subject to the exclusive jurisdiction of the United
States District Court for the District of Delaware, and in the absence of such
Federal jurisdiction, the Parties consent to be subject to the exclusive
jurisdiction of the Chancery Court of the State of Delaware, and hereby waive
the right to assert the lack of personal or subject matter jurisdiction or
improper venue in connection with any such suit, action or other
proceeding.  In furtherance of the foregoing, each of the Parties (i)
waives the defense of inconvenient forum, (ii) agrees not to commence any suit,
action or other proceeding arising out of this Agreement or any transactions
contemplated hereby other than in any such court, and (iii) agrees that a final
judgment in any such suit, action or other proceeding shall be conclusive and
may be enforced in other jurisdictions by suit or judgment or in any other
manner provided by Law.  THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT SUCH PARTIES MAY HAVE TO A TRIAL BY JURY WITH
RESPECT TO ANY SUIT OR ACTION ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.  EACH PARTY HEREBY CERTIFIES THAT NEITHER IT NOR
ANY OF ITS REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT
WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY
TRIAL.  FURTHER, EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY RELIED
ON THIS WAIVER OF RIGHT TO JURY TRIAL AS A MATERIAL INDUCEMENT TO ENTER INTO
THIS AGREEMENT.

       

      9.10       No Third Party
Beneficiaries.  No
provision of this Agreement is intended to confer upon any Person other than the
Parties, the Buyer Indemnified Parties and the Seller Indemnified Parties any
rights or remedies hereunder.

       

      9.11       Amendments and
Waivers.  Any
provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed, in the case of an amendment, by
each Party, or in the case of a waiver, by the Party against which the waiver is
to be effective.

       

      9.12       Severability.  Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under Law, but if any provision of this Agreement is
held to be prohibited by or invalid under Law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

       

      9.13       Schedules.  The
inclusion of any matter in any Schedule shall qualify only (a) the corresponding
section of that Schedule and (b) any other Schedule to the extent that it is
reasonably apparent from a reading of the disclosure and such other Schedule
that such disclosure also relates to such other Schedule.  The
inclusion of any matter in any Schedule shall expressly not be deemed to
constitute an admission by the Seller or the Buyer or otherwise imply that any
such matter is material, has a Material Adverse Effect or creates a measure for,
or further defines the meaning of, materiality or Material Adverse Effect and
their correlative terms for the purposes of this Agreement.  Any
capitalized and undefined term used in any section to the Schedules shall have
the same meaning assigned to such term herein.


      
        
           


        

        
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      9.14       Public
Announcements.  The
Buyer and the Seller agree to issue separate press releases with respect to the
execution and delivery of this Agreement and the transactions contemplated
hereby, which press releases shall be substantially in the form of the drafts
previously approved by both Parties on the date hereof.  The Parties
shall agree on the time and manner of distribution of the press releases, and
neither Party shall make its press release public prior to such
time.  The Buyer and the Seller agree (a) not to make any formal
public written announcements, press releases or statements to the media,
financial community or customers or suppliers of the Business with respect to
the Business or the terms of the transactions contemplated hereby without the
prior consent of the other Party, which consent shall not be unreasonably
withheld, and (b) to consult with each other regarding any other proposed
written public announcements or statements with respect to this Agreement and
the transactions contemplated hereby to the extent practicable; provided, however, that the
Parties may make any such announcements or statements which such Party has been
advised by counsel may be required by Law (including stock exchange regulations)
or, in the case of clause (b), where such consultation is impracticable under
the circumstances.

       

      9.15       Notices of Breaches,
etc.  Each
Party to this Agreement agrees that it shall promptly notify in writing the
other Party hereto if such notifying Party becomes aware of any breach of, or
inaccuracy in, or of any facts or circumstances constituting or resulting in the
breach of, or inaccuracy in, any representation, warranty or covenant of such
notifying Party or of such other Party.

       

      9.16       Return of
Information.  If
for any reason whatsoever the transactions contemplated by this Agreement are
not consummated, the Buyer shall upon request from the Seller promptly return to
the Seller all books, records and documents (including all copies, if any,
thereof) furnished by the Seller and the Acquired Companies or any of their
respective agents, employees, or representatives, and shall not use or disclose
the information contained in such books, records or documents for any purpose or
make such information available to any other entity or person, except as may be
compelled by Law or legal process after giving the Seller reasonable opportunity
to seek and obtain a protective order.

       

      9.17       Time of
Essence.  With
regard to all dates and time periods set forth or referred to in this Agreement,
time is of the essence.

       

      [Signatures
on the Following Page]


      
        
           


        

        
          48

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be
executed as of the date first above written.

       

      
        
          	 
      	
                  TELEFLEX
      INCORPORATED

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ John J. Sickler, Jr.

                
	 
      	
                  Title:  

                	
                  Vice President

                
	 
      	 
      	 
      
	 
      	
                  HOUSTON
      WIRE & CABLE COMPANY

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Charles A.
Sorrentino

                
	 
      	
                  Title:

                	
                  President &
  CEO

                


        

      


      
        
           


        

        
          49

          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      DEFINITIONS

       

      “1902 Federal Road
Environmental Liabilities” shall mean, with respect solely to that
portion of Owned Real Property having an address of 1902 Federal Road, Houston,
Texas 77015 that is included in the Transferred Real Property, any and all
liabilities and obligations, whether known or unknown, disclosed or undisclosed,
realized or contingent, arising under or based upon any Environmental Claim(s),
to the extent that such liability or obligation relates to or arises out of any
failure to act or any activity occurring or condition existing prior to or at
the Closing at, on, under or from such real property.

       

      “Accounting
Principles” shall mean GAAP as modified by Schedule
2.6(a).

       

      “Accounts Payable”
shall mean trade accounts payable of the Acquired Companies as of any
determination date hereunder (including checks issued by any of the Acquired
Companies in respect of accounts payable of any of the Acquired Companies that
have not cleared the paying bank as of the applicable determination date
hereunder), excluding trade payables for services or products supplied to the
Acquired Companies by the Seller or any Affiliate of the Seller.

       

      “Accounts Receivable”
shall mean the trade accounts receivable of the Acquired Companies as of any
determination date hereunder, excluding trade receivables for products or
services provided by the Acquired Companies to the Seller or any Affiliate of the
Seller.

       

      “Acquired Companies”
shall mean SWWR LP, SWWR GP and Southern Wire.

       

      “Adjustment Payment”
shall have the meaning set forth in Section
2.6(e).

       

      “ADSP” shall mean the
“assumed deemed selling price” within the meaning of Treasury Regulations
Section 1.338-4.

       

      “Affiliate” shall
mean, with respect to any Person, any Person directly or indirectly controlling,
controlled by, or under common control with, such other Person at any time
during the period for which the determination of affiliation is being
made.  For purposes of this definition the term “control” (including
the correlative meanings of the terms “controlled by” and “under common control
with”), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of management
policies of such Person, whether through the ownership of voting securities or
by contract or otherwise.

       

      “Agreement” shall mean
this Equity Interest Purchase Agreement and all exhibits and schedules attached
hereto.

       

      “Ancillary Agreements”
shall mean the Supply Agreement, the Lease Agreement and the Transition Services
Agreement.

       

      “Appropriate Remediation
Standard” shall mean the least stringent, publicly available or routinely
applied remediation standards, regulations, ordinances or other requirements of
Environmental Laws imposed by any applicable Governmental Authority with
jurisdiction consistent with the current use of the property.


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      


      “Assets” shall mean
all properties, assets and rights of any kind, whether tangible or intangible,
real or personal, owned, leased or licensed by an Acquired Company or in which
an Acquired Company has any interest whatsoever (in each case, solely to the
extent of the Acquired Company’s interest therein), except the Excluded
Assets.

       

      “Audited Financial
Statements” shall have the meaning set forth in Section
7.6(a).

       

      “Bankruptcy Laws and
Equitable Principles” shall have the meaning set forth in Section
3.2.

       

      “Benefit Plans” shall
have the meaning set forth in Section
3.20(a).

       

      “Books and Records”
shall mean all books (including minute books containing the records of the
meetings, or written consents in lieu of such meetings, of the members or
partners, the board of directors or managers and any committees thereof), the
stock certificate books, ledgers (including stock ledgers), files, reports,
plans and operating records of the Acquired Companies.

       

      “Business” shall mean
the wholesale and retail distribution of wire rope and related wire rope
assemblies; synthetic cordage and related synthetic cordage assemblies;
synthetic web and related synthetic web assemblies; chain and related chain
assemblies; and related hardware and accessories, all as conducted by the
Acquired Companies as of the date hereof (and with such changes thereto as are
permitted by this Agreement, including Section
7.1).

       

      “Business Day” shall
mean any day other than a Saturday, a Sunday or a day on which banks in
Philadelphia, Pennsylvania or Houston, Texas are authorized or obligated by law
or executive order to not open or remain closed.

       

      “Buyer” shall have the
meaning set forth in the Preamble.

       

      “Buyer Indemnified
Parties” shall have the meaning set forth in Section
8.2(a).

       

      “Buyer Plans” shall
have the meaning set forth in Section
7.15(e).

       

      “Buyer’s Audit Cap”
shall have the meaning set forth in Section
7.6.

       

      “Buyer’s Cafeteria
Plans” shall have the meaning set forth in Section
7.15(l).

       

      “Buyer’s Savings Plan”
shall have the meaning set forth in Section
7.15(m)(i).

       

      “Buyer’s Section 338(h)(10)
Amount” shall mean the Section 338(h)(10) Amount determined by the
Buyer.

       

      “Cap Amount” shall
have the meaning set forth in Section
8.4.

       

      “Charter Documents”
shall have the meaning set forth in Section
3.1(f).

       

      “Claim Notice” shall
have the meaning set forth in Section
8.3.


      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      


      “Closing” shall have
the meaning set forth in Section
2.3.

       

      “Closing Date” shall
have the meaning set forth in Section
2.3.

       

      “Closing Date Interest
Rate” shall mean the rate per annum equal to the prime commercial lending
rate quoted as of the Closing Date by The Wall Street Journal
(Eastern Edition).

       

      “Closing Working Capital
Statement” shall have the meaning set forth in Section
2.6(a).

       

      “Code” shall mean the
Internal Revenue Code of 1986, as amended.

       

      “Collateral Source”
shall have the meaning set forth in Section
8.5.

       

      “Competing
Business”  shall have the meaning set forth in Section
7.12(a).

       

      “Confidentiality
Agreement” shall have the meaning set forth in Section
7.2(b).

       

      “Contract or Contracts” shall mean
all contracts, agreements, open purchase orders, leases, subleases and licenses,
other than intercompany contracts and agreements.

       

      “CPA Firm” shall have
the meaning set forth in Section
2.6(c).

       

      “Current Assets” shall
mean all Accounts Receivable, Inventory and Supplies (in each case net of all
applicable reserves), prepaid expenses and other current assets, but shall
exclude Income Tax assets.

       

      “Current Liabilities”
shall mean all Accounts Payable, accrued expenses (including deferred revenue)
and other current liabilities, but shall exclude Income Tax liabilities and
accruals, environmental accruals and the accrual for workers’ compensation, auto
and general liability.

       

      “Deductible Amount”
shall have the meaning set forth in Section
8.4.

       

      “Draft Audited Financial
Statements” shall have the meaning set forth in Section
7.6(b).

       

      “Effective Time” shall
have the meaning set forth in Section
2.3.

       

      “Employees” shall
having the meaning set forth in Section
7.15(a).

       

      “Environmental
Claim(s)” means any claim, demand, suit, action, order, investigation,
directive, inquiry, proceeding, loss, cost, expense, liability, penalty, or
damages (a) incurred or imposed (i) pursuant to any order, notice of
responsibility, directive (including requirements embodied in Environmental
Laws), injunction, judgment or similar act (including settlements) by any
Governmental Authority to the extent arising out of or under Environmental Laws,
(ii) pursuant to any claim or cause of action by a Governmental Authority or
other third Person for personal injury, property damage, nuisance, damage to
natural resources, remediation or response costs to the extent arising from or
attributable to the release, handling, generation, management, control,
processing, transportation, disposal, storage, treatment and/or recycling of or
exposure to any Hazardous Substances, or (b) otherwise arising under
Environmental Laws.


      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      


      “Environmental Laws”
shall mean any law, regulation, code, license, permit, order, judgment, decree
or injunction from any Governmental Authority (including common laws) relating
to (a) the protection of public health or the environment (including air, water,
soil and natural resources) or (b) the presence, transportation, recycling,
storage, treatment, use, handling, disposal, Release or threat of Release, or
exposure to Hazardous Substances, in each such case which has the force of law
and is in force at the date of this Agreement.

       

      “Environmental
Permits” shall have the meaning set forth in Section
3.18(a).

       

      “Environmental
Reports” means all environmental reports and audits which evaluate the
potential for environmental noncompliance or liability in connection with the
Assets and which are in Seller’s possession or control, a list of which is
included on Schedule
3.18.

       

      “Equity Interests”
shall mean the LP Interests and the Membership Interests.

       

      “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended.

       

      “ERISA Affiliate”
shall have the meaning set forth in Section
3.20(b)(ii).

       

      “Excess Basis Amount”
shall mean, as of the Closing, the excess (if any) of  (i) the sum of
(A) the adjusted federal income tax basis of the GP Interests and (B) the
adjusted federal income tax basis of the Membership Interests over (ii) the
excess (if any) of (A) the sum of the cash and the aggregate adjusted federal
income tax basis of the assets held by SWWR LP and Southern Wire over (B) the
amount of liabilities of SWWR LP and Southern Wire that would be taken into
account in determining the ADSP for the assets of SWWR LP and Southern Wire
under Treasury Regulations Section 1.338(h)(10)-1(d)(3) and would not otherwise
be taken into account in determining the Seller’s amount realized if an election
under Section 338(h)(10) of the Code were not made with respect to the
transactions contemplated by this Agreement.

       

      “Excluded Assets”
shall have the meaning set forth in Section
2.7.

       

      “Final Allocation”
shall have the meaning set forth in Section
2.8.

       

      “Final Closing Working
Capital Statement” shall have the meaning set forth in Section
2.6(d).

       

      “Final Section 338(h)(10)
Allocation” shall have the meaning set forth in Section
2.8.

       

      “Financial
Information” shall have the meaning set forth in Section
3.7(b).

       

      “Financial Statement Audit
and Review” shall have the meaning set forth in Section
7.6(a).

       

      “Flex Accounts” shall
have the meaning set forth in Section
7.15(l).

       

      “GAAP” shall have the
meaning set forth in Section
2.6(a).

       

      “Governmental
Authority” shall mean any government, any governmental entity,
department, commission, board, agency or instrumentality, and any court,
tribunal, or judicial or arbitral body, whether federal, state, local or
foreign.


      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      


      “GP Interests” shall
have the meaning set forth in the Recitals.

       

      “Hazardous Substances”
shall mean any substance regulated or as to which liability might arise under
any applicable Environmental Law including any:  (i) chemical,
product, material, substance or waste defined as or included in the definition
of “hazardous substance,” “hazardous material,” “hazardous waste,” “restricted
hazardous waste,” “extremely hazardous waste,” “solid waste,” “toxic waste,”
“extremely hazardous substance,” “toxic substance,” “toxic pollutant,”
“contaminant,” “pollutant,” or words of similar meaning or import found in any
applicable Environmental Law; (ii) petroleum hydrocarbons, petrochemical or
petroleum products, petroleum substances, natural gas, crude oil, or any
components, fractions or derivatives thereof; (iii) asbestos containing
materials, polychlorinated biphenyls, urea formaldehyde foam insulation, or
radon gas; and (iv) radioactive material, waste and pollutants, radiation,
radionuclides and their progeny, or nuclear waste including used nuclear
fuel.

       

      “Income Taxes” shall
mean Taxes determined on the basis of income or gross receipts, including Taxes
denominated as “franchise taxes” that are determined solely on the basis of
income or gross receipts allocated or apportioned to the Tax
jurisdiction.

       

      “Income Tax Return”
shall mean a Tax Return with respect to Income Taxes.

       

      “Indebtedness” shall
mean (i) indebtedness for borrowed money (including the aggregate principal
amount thereof, the aggregate amount of any accrued but unpaid interest thereon
and any prepayment penalties or other similar amounts payable in connection with
the repayment thereof), (ii) obligations evidenced by bonds, notes,
debentures or similar instruments, (iii) obligations under conditional
sale, title retention or similar agreements or arrangements creating an
obligation with respect to the deferred purchase price of property (other than
obligations under any arrangements with respect to consigned inventory,
obligations under letters of credit, customs and performance bonds and customary
trade credit (including Accounts Payable)), (iv) interest rate and currency
obligation swaps, hedges or similar arrangements, (v) obligations under or in
respect of capitalized leases and (vi) all obligations of any to guarantee any
of the foregoing types of obligations on behalf of any other
Person.

       

      “Indemnified Party”
shall mean the Person entitled to indemnification pursuant to Article
VIII.

       

      “Indemnifying Party”
shall mean the Party required to indemnify another Person pursuant to Article
VIII.

       

      “Information Request”
shall have the meaning set forth in Section
7.18.

       

      “Initial Section 338(h)(10)
Allocation” shall have the meaning set forth in Section
2.8.

       

      “Intellectual
Property” shall mean all of the following, irrespective of where any of
the same were issued, are pending or exist, copyrights, patents, patent
applications, inventions, invention disclosures, trade secrets, formulae,
know-how, registered and unregistered trademarks, service marks, trade names,
domain names, logos and any licenses related to the foregoing.

       

      “Inventory” shall mean
all inventory of the Acquired Companies held for resale by the Acquired
Companies and all raw materials, work in process, finished products, shipments
in transit for which title has passed to the Acquired Companies as of the
Effective Time, wrapping, supply and packaging items.

       

      
        
           


        

        
          A-5

          
            

          

        

        
           


        

      


      “IP Contracts” shall
have the meaning set forth in Section
3.14(b).

       

      “IRS” shall mean the
United States Internal Revenue Service.

       

      “Knowledge” shall
mean, in the case of the Seller, the actual knowledge of Mitch Hausman, Karen
Scherrouse, Andrew Hall and Maria Herz and, in the case of Buyer, the actual
knowledge of the senior executives of the Buyer listed in Schedule
1.

       

      “Law” shall mean any
applicable federal, state, local or foreign statute, law, treaty, ordinance,
regulation, rule, code, order or rule of common law.

       

      “Lease Agreement”
shall mean the lease agreement in substantially the form of Exhibit C attached
hereto.

       

      “Leased Real Property”
shall have the meaning set forth in Section
3.13(a).

       

      “Letter Agreement”
shall have the meaning set forth in Section
7.15(i).

       

      “Liens” shall mean any
liens, charges, encumbrances, hypothecations, security interests, pledges,
mortgages or adverse monetary claims of any kind.

       

      “LOA Amount” shall
mean the aggregate amount paid by the Seller for life insurance premiums and
disability benefits (provided that to the extent the disability benefit received
by the applicable LOA Employee is insured by a non-Affiliate of the Seller, this
amount shall only include disability insurance premiums) for the applicable LOA
Employee related to the period commencing on the Closing Date and ending on the
Return Date of such LOA Employee.

       

      “LOA Employees” shall
have the meaning set forth in Section
7.15(a).

       

      “Losses” shall have
the meaning set forth in Section
8.2(a).

       

      “LP Interests” shall
have the meaning set forth in the Recitals.

       

      “Material Adverse
Effect” means any change, effect, event, occurrence, state of facts or
development (each an “Effect”) that is
materially adverse to the financial condition or results of operations of the
Business as a whole; provided, however, that none of
the following shall be deemed, either alone or in combination, to constitute,
and none of the following shall be taken into account in determining whether
there has been or will be, a Material Adverse Effect:  (a) any adverse
Effect to the extent attributable to the announcement or pendency of the
transactions contemplated by this Agreement or any of the Ancillary Agreements
(including any cancellations of or delays in customer orders, any reduction in
sales, any disruption in supplier, distributor, partner or similar relationships
or any loss of employees), (b) any adverse Effect attributable to conditions
affecting (i) the industries in which the Business participates (including
fluctuating conditions resulting from cyclicality, seasonality or weather
patterns affecting the Business, including its customers and suppliers) or
(ii) the U.S. economy as a whole, (provided that, in the case of clauses
(i) or (ii), the impact on the Person in question is not disproportionate to the
impact on other similarly situated entities), (c) any adverse Effect resulting
from or relating to compliance with the terms of, or the taking of any action
required by, this Agreement or any of the Ancillary Agreements (including any
adverse Effect that results from Buyer’s refusal to permit the Seller upon the
Seller’s request to Buyer to take any of the actions itemized in Section 7.1) or
(d) any adverse Effect arising from or relating to any change in accounting
requirements or principles or any change in Laws or the interpretation or
enforcement thereof.  References in this Agreement to dollar amount
thresholds shall not be deemed to be evidence of a Material Adverse Effect or
materiality.

       

      
        
           


        

        
          A-6

          
            

          

        

        
           


        

      


      “Material Consents”
shall mean the consents listed on Schedule
5.1(b).

       

      “Material Contract”
shall have the meaning set forth in Section
3.11(a).

       

      “Membership Interests”
shall have the meaning set forth in the Recitals.

       

      “Net Working Capital”
shall mean, as of a given date, (a) Current Assets minus (b) Current
Liabilities.  It is understood that, for purposes of determining Net
Working Capital, (i) all of the Assets that are Current Assets and all of the
liabilities of the Acquired Companies that are Current Liabilities shall be
taken into account and (ii) no Excluded Assets shall be taken into
account.

       

      “Non-Compete Period”
shall mean the period beginning on the Closing Date and ending on the earlier of
(i) the five (5) year anniversary of the Closing Date or (ii) the date
Buyer and its Affiliates cease to engage in the Business.

       

      “Non-Required Testing”
means any and all environmental sampling, testing and analyses of the ambient or
indoor air, soils, groundwater, surface waters, interior of any building or
building components that is not required under applicable Environmental Laws or
the requirements of any Governmental Authority to meet an Appropriate
Remediation Standard.

       

      “Notice Period” shall
have the meaning set forth in Section
8.3.

       

      “Notional Tax Rate”
shall mean the Income Tax-effected, federal, state and local effective Income
Tax rate determined to be applicable to the taxable gain on any sale deemed to
occur for Income Tax purposes as a result of the Code Section 338(h)(10)
election described in Section 7.5(f)
(currently estimated to be 37.4%).  For purposes of determining the
Notional Tax Rate, the highest marginal federal Income Tax rate shall be
utilized and the state and local Income Tax rates shall be determined by
weighting the highest marginal Income Tax rates of the state and local
jurisdictions in which such taxable gain is recognized in accordance with the
ratio that the amount of gain taxable in each such jurisdiction bears to the
Excess Basis Amount.

       

      “Operating Agreement”
shall mean that certain Operating Agreement of Southwest Wire Rope GP LLC, dated
September 30, 2003.

       

      “Owned Real Property”
shall have the meaning set forth in Section
3.13(a).

       

      “Participating
Employees” shall have the meaning set forth in Section
7.15(m)(i).

       

      
        
           


        

        
          A-7

          
            

          

        

        
           


        

      


      “Partnership
Agreement” shall mean that certain Agreement of Limited Partnership of
Southwest Wire Rope LP, dated September 30, 2003, by and between the Seller
and SWWR GP.

       

      “Party” and “Parties”
“Party” shall
mean the Buyer or
the Seller, as the case may be, and “Parties” shall mean the Buyer and the
Seller collectively.

       

      “Pension Plan” shall
have the meaning set forth in Section
3.20(d).

       

      “Performing Party”
shall have the meaning set forth in Section
8.8(a).

       

      “Permitted Liens”
shall mean: (i) exceptions, objections, agreements, claims, defects, easements,
rights of way, encroachments, encumbrances, covenants, reservations,
restrictions, conditions, leases, tenancies and the like, of record or otherwise
ascertainable by an inspection of the Transferred Real Property by the Buyer;
(ii) zoning, building, subdivision and other statutory or regulatory conditions
and restrictions; (iii) Liens for Taxes and assessments not yet due and payable;
(iv) Liens disclosed in Schedule 3.13(c); (v)
any charge, notice, order, restriction, agreement, condition, regulation or
other matter arising under the enactments from time to time in force relating to
town and county planning or highway legislation; (vi) all local land charges
(whether or not registered before the date of this Agreement) and all matters
capable of registration as local land charges; (vii) all notices, orders,
demands, proposals or requirements of any Governmental Authority or statutory
undertaker or other competent body or person whether made before, on or after
the date of this Agreement; (viii) all public or private rights of way, water,
light, air and other rights, easements, quasi-easements, liabilities and public
rights whatsoever and any liability to repair or to contribute toward the cost
of repair of roads, passages, sewers, drains, fences or other items (but without
liability on the Seller to provide evidence of such liability to repair or
contribute); (ix) discrepancies, conflicts in boundary lines, shortages in area,
encroachments, or any other facts which a correct survey would disclose, and
which are not shown by the public records; and (x) other exceptions,
restrictions or limitations which do not materially restrict or impair the use
of such property for the Business.

       

      “Person” shall mean an
individual, corporation, partnership, limited liability company, association,
trust or unincorporated organization, a Governmental Authority or any other
entity or organization.

       

      “Policies” shall have
the meaning set forth in Section
3.27(a).

       

      “Post-Signing Matter”
shall have the meaning set forth in Section
8.1(b).

       

      “Pre-Closing Period”
is any taxable period ending on or before the Closing Date and the portion of a
Straddle Period beginning before and ending on the Closing Date.

       

      “Prior Period Income Tax
Returns” shall have the meaning set forth in Section
7.5(a).

       

      “Purchase Price” shall
have the meaning set forth in Section
2.2.

       

      “PWC” shall have the
meaning set forth in Section
7.6(a).

       

      
        
           


        

        
          A-8

          
            

          

        

        
           


        

      


      “Release” shall mean
any release, spill, leak, discharge, disposal, pumping, pouring, emitting,
emptying, injecting, leaching, dumping or allowing to escape into the
environment.

       

      “Registered IP” shall
have the meaning set forth in Section
3.14(a).

       

      “Response Action”
shall have the meaning set forth in Section
8.8(a).

       

      “Return Amount Notice”
shall have the meaning set forth in Section
7.15(a).

       

      “Return Date” shall
have the meaning set forth in Section
7.15(a).

       

      “Return Notice” shall
have the meaning set forth in Section
7.15(a).

       

      “Reviewed Financial
Statements” shall have the meaning set forth in Section
7.6(a).

       

      “Section 338(h)(10)
Amount” means an amount equal to the quotient of (A) the product of (i)
the Notional Tax Rate and (ii) the Excess Basis Amount, divided by (B) the
excess of (i) one hundred percent (100%) over (ii) the Notional Tax
Rate.

       

      “Section 338(h)(10) Dispute
Amount” shall mean the excess (if any) of Seller’s Section 338(h)(10)
Amount over Buyer’s Section 338(h)(10) Amount.

       

      “Section 338(h)(10)
Notice” shall have the meaning set forth in Section
7.15(f).

       

      “Securities Act” shall
have the meaning set forth in Section
4.2.

       

      “Seller” shall have
the meaning set forth in the Preamble.

       

      “Seller Indemnified
Parties” shall have the meaning set forth in Section
8.2(b).

       

      “Seller Intellectual
Property” shall have the meaning set forth in Section
7.10(a).

       

      “Seller Parties” shall
have the meaning set forth in Section
7.12(b).

       

      “Seller’s Cafeteria
Plan” shall have the meaning set forth in Section
7.15(l).

       

      “Seller’s Objection”
shall have the meaning set forth in Section
2.6(b).

       

      “Seller’s Review
Period” shall have the meaning set forth in Section
2.6(b).

       

      “Seller’s Savings
Plan” shall have the meaning set forth in Section
7.15(m)(i).

       

      “Seller’s Section 338(h)(10)
Amount” shall mean the Section 338(h)(10) Amount determined by the
Seller.

       

      “Specified Supplies”
shall have the meaning set forth in Section
7.11(b).

       

      “Southern Wire” shall
have the meaning set forth in the Recitals.

       

      
        
           


        

        
          A-9

          
            

          

        

        
           


        

      


      “Southern Wire Membership
Interests” shall have the meaning set forth in Section
3.3(c).

       

      “Southern Wire Operating
Agreement” shall mean that certain Operating Agreement of Southern Wire,
LLC, dated April 20, 2007, executed by SWWR LP.

       

      “Straddle Period” is
any Tax period that includes (but does not end on) the Closing
Date.

       

      “Straddle Period Income Tax
Return” is an Income Tax Return that is a Straddle Period Tax
Return.

       

      “Straddle Period Tax
Return” is any Tax Return of an Acquired Company for a Straddle
Period.

       

      “Supplies” shall mean
all supplies and similar materials of the Acquired Companies.

       

      “Supply Agreement”
shall mean the supply agreement in substantially the form of Exhibit B attached
hereto.

       

      “SWWR GP LLC” shall
have the meaning set forth in the Recitals.

       

      “SWWR LP” shall have
the meaning set forth in the Recitals.

       

      “Taxes” shall mean all
federal, state, local or foreign income taxes, charges, fees, imposts, levies or
other like assessments by any Governmental Authority, including all net income,
gross receipts, capital, sales, use, ad valorem, value added, transfer,
franchise, profits, inventory, capital stock, license, withholding, payroll,
employment, social security, unemployment, excise, severance, stamp, occupation,
property taxes, customs duties, fees, assessments and charges of any kind
whatsoever, together with any interest and any penalties, fines, additions to
tax or additional like amounts imposed by any Governmental
Authority.

       

      “Tax Deductible
Amount” shall have the meaning set forth in Section
8.4.

       

      “Tax Losses” shall
have the meaning set forth in Section
8.4.

       

      “Tax Return” shall
mean all reports and returns required to be filed with respect to Taxes and
shall also include all claims for refunds of Taxes and any and all amended or
supplemental reports and returns relating to Taxes, together with any
attachments thereto.

       

      “Tax Sharing
Agreement” shall have the meaning set forth in Section
7.5(i).

       

      “Transferred Real
Property” shall have the meaning set forth in Section
3.13(a).

       

      “Transferred Real Property
Laws” shall have the meaning set forth in Section
3.13(b).

       

      “Transition Services
Agreement” shall mean the transition services agreement in substantially
the form of Exhibit
D attached hereto.

       

      “Treasury Regulations”
means the regulations promulgated by the United States Department of Treasury
under the Code.

       

      
        
           


        

        
          A-10

          
            

          

        

        
           


        

      


      “Unaudited Annual Financial
Information” shall have the meaning set forth in Section
3.7(a).

       

      “Unaudited Financial
Information” shall have the meaning set forth in Section
3.7(a).

       

      “Unaudited Interim Financial
Information” shall have the meaning set forth in Section
3.7(a).

       

      “WARN Act” shall have
the meaning set forth in Section
3.19(b).

       

      “Working Capital
Amount” shall mean $10,600,000.

       

      
        
           


        

        
          A-11