Exhibit 10.1


    EXHIBIT
      10.1

    


    
      	
               

              PURCHASE
                AGREEMENT

               

              among

               

              THULE
                AB, Purchaser

               

              and

               

              ADVANCED
                ACCESSORY HOLDINGS CORPORATION,

               

              AAS
                ACQUISITIONS, LLC,

               

              CHAAS
                ACQUISITIONS, LLC

               

              and

               

              VALLEY
                INDUSTRIES, LLC, Sellers

               

              Dated
                as of May 17, 2006

               

            


    

    


    


    


    
      
        
          
            
              	
                       

                    	 	 


            

             

          

           

        

        
           

          
            

          

        

        
           

          
            
              TABLE
                OF CONTENTS

               

              Page

            

          

        

      

    

    

       

        
          
            
              	 	 	 
	
                      ARTICLE
                        I

                    	
                      DEFINITIONS

                    	
                      1

                    
	
                      Section
                        1.1.

                    	
                      Definitions

                    	
                      1

                    
	
                      ARTICLE
                        II

                    	
                      PURCHASE
                        AND SALE OF ASSETS AND CLOSING

                    	
                      15

                    
	
                      Section
                        2.1.

                    	
                      Purchase
                        and Sale

                    	
                      15

                    
	
                      Section
                        2.2.

                    	
                      Excluded
                        Assets

                    	
                      16

                    
	
                      Section
                        2.3.

                    	
                      Assumed
                        Liabilities

                    	
                      16

                    
	
                      Section
                        2.4.

                    	
                      Excluded
                        Liabilities

                    	
                      17

                    
	
                      Section
                        2.5.

                    	
                      Purchase
                        Price

                    	
                      18

                    
	
                      Section
                        2.6.

                    	
                      [Reserved].

                    	
                      19

                    
	
                      Section
                        2.7.

                    	
                      Closing

                    	
                      19

                    
	
                      Section
                        2.8.

                    	
                      Closing
                        Deliveries by Purchaser

                    	
                      19

                    
	
                      Section
                        2.9.

                    	
                      Closing
                        Deliveries by Sellers

                    	
                      20

                    
	
                      Section
                        2.10.

                    	
                      Closing
                        Balance Sheet

                    	
                      21

                    
	
                      ARTICLE
                        III

                    	
                      REPRESENTATIONS
                        AND WARRANTIES OF SELLERS

                    	
                      23

                    
	
                      Section
                        3.1.

                    	
                      Organization
                        and Qualification

                    	
                      23

                    
	
                      Section
                        3.2.

                    	
                      Authority;
                        Non-Contravention; Approvals

                    	
                      24

                    
	
                      Section
                        3.3.

                    	
                      Financial
                        Statements; Other Financial Data

                    	
                      25

                    
	
                      Section
                        3.4.

                    	
                      Absence
                        of Undisclosed Liabilities

                    	
                      25

                    
	
                      Section
                        3.5.

                    	
                      Absence
                        of Certain Changes or Events

                    	
                      26

                    
	
                      Section
                        3.6.

                    	
                      Books
                        and Records

                    	
                      26

                    
	
                      Section
                        3.7.

                    	
                      Tax
                        Matters

                    	
                      26

                    
	
                      Section
                        3.8.

                    	
                      ERISA
                        and Employee Benefits

                    	
                      28

                    
	
                      Section
                        3.9.

                    	
                      Employment
                        Matters

                    	
                      31

                    
	
                      Section
                        3.10.

                    	
                      Labor
                        Relations

                    	
                      31

                    
	
                      Section
                        3.11.

                    	
                      Litigation

                    	
                      32

                    
	
                      Section
                        3.12.

                    	
                      No
                        Violation of Law; Permits

                    	
                      32

                    
	
                      Section
                        3.13.

                    	
                      Title
                        to Assets; Encumbrances

                    	
                      33

                    
	
                      Section
                        3.14.

                    	
                      Entire
                        Business; Sufficiency of Acquired Assets

                    	
                      33

                    
	
                      Section
                        3.15.

                    	
                      Transactions
                        with Affiliates

                    	
                      33

                    
	
                      Section
                        3.16.

                    	
                      Insurance

                    	
                      33

                    
	
                      Section
                        3.17.

                    	
                      Contracts
                        and Other Agreements

                    	
                      34

                    


            

          

        

      

    

    


    


    
      
        
          
            
              	
                       

                    	 	 


            

            -
              -

             

          

           

        

        
          i

          
            

          

        

        
           

          
            TABLE
              OF CONTENTS

            (continued)

             

            Page

          

        

      

    

    


      
        	
                Section
                  3.18.

              	
                Tangible
                  Personal Property

              	
                34

              
	
                Section
                  3.19.

              	
                Inventory

              	
                34

              
	
                Section
                  3.20.

              	
                Accounts
                  Receivable

              	
                35

              
	
                Section
                  3.21.

              	
                Intellectual
                  Property

              	
                35

              
	
                Section
                  3.22.

              	
                Real
                  Property

              	
                36

              
	
                Section
                  3.23.

              	
                Environmental
                  Matters

              	
                38

              
	
                Section
                  3.24.

              	
                Casualties

              	
                39

              
	
                Section
                  3.25.

              	
                Product
                  Liability and Product Recalls

              	
                39

              
	
                Section
                  3.26.

              	
                Product
                  Warranties and Returns

              	
                39

              
	
                Section
                  3.27.

              	
                Bank
                  and Brokerage Accounts; Investment Assets

              	
                40

              
	
                Section
                  3.28.

              	
                Significant
                  Customers and Suppliers

              	
                40

              
	
                Section
                  3.29.

              	
                Propriety
                  of Past Payments

              	
                40

              
	
                Section
                  3.30.

              	
                Canadian
                  Assets

              	
                41

              
	
                Section
                  3.31.

              	
                Brokers

              	
                41

              
	
                Section
                  3.32.

              	
                Disclaimers
                  of Sellers

              	
                41

              
	
                Section
                  3.33.

              	
                Cross-Guarantees

              	
                41

              
	
                Section
                  3.34.

              	
                Transaction
                  Bonuses

              	
                41

              
	
                ARTICLE
                  IV

              	
                REPRESENTATIONS
                  AND WARRANTIES OF PURCHASER

              	
                41

              
	
                Section
                  4.1.

              	
                Organization
                  and Qualification

              	
                42

              
	
                Section
                  4.2.

              	
                Authority;
                  Non-Contravention; Approvals

              	
                42

              
	
                Section
                  4.3.

              	
                Financing

              	
                43

              
	
                Section
                  4.4.

              	
                Brokers

              	
                43

              
	
                Section
                  4.5.

              	
                Litigation

              	
                43

              
	
                Section
                  4.6.

              	
                Investment

              	
                43

              
	
                ARTICLE
                  V

              	
                COVENANTS

              	
                43

              
	
                Section
                  5.1.

              	
                Conduct
                  of the Acquired Business

              	
                43

              
	
                Section
                  5.2.

              	
                Access
                  to Information

              	
                45

              
	
                Section
                  5.3.

              	
                Reasonable
                  Efforts

              	
                46

              
	
                Section
                  5.4.

              	
                Restructuring;
                  Debt Tenders

              	
                47

              
	
                Section
                  5.5.

              	
                Notification

              	
                48

              


      



     

    
      
         

      

      
        ii

        
          

        

      

      
        
          TABLE
            OF CONTENTS

          (continued)

           

          Page

        

      

    

     

    

       

        
          	
                  Section
                    5.6.

                	
                  Use
                    of Names

                	
                  49

                
	
                  Section
                    5.7.

                	
                  Transfer
                    Taxes

                	
                  49

                
	
                  Section
                    5.8.

                	
                  Non-Competition

                	
                  49

                
	
                  Section
                    5.9.

                	
                  Assignment
                    of Contracts and Rights; Shared Contracts and Shared Intellectual
                    Property

                	
                  51

                
	
                  Section
                    5.10.

                	
                  Insurance
                    Coverage

                	
                  51

                
	
                  Section
                    5.11.

                	
                  Employee
                    Matters

                	
                  52

                
	
                  Section
                    5.12.

                	
                  Bulk
                    Sale Filings

                	
                  54

                
	
                  Section
                    5.13.

                	
                  Further
                    Assurances; Post-Closing Cooperation

                	
                  54

                
	
                  Section
                    5.14.

                	
                  Transition
                    Services

                	
                  54

                
	
                  Section
                    5.15.

                	
                  Real
                    Estate Matters

                	
                  54

                
	
                  Section
                    5.16.

                	
                  Certificate
                    Regarding 2003 Purchase Agreement

                	
                  55

                
	
                  Section
                    5.17.

                	
                  Escrow
                    Agent Fees and Indemnity Costs.

                	
                  55

                
	
                  Section
                    5.18.

                	
                  Actions
                    Required for Release of Cross-Guarantees.

                	
                  55

                
	
                  ARTICLE
                    VI

                	
                  CONDITIONS

                	
                  55

                
	
                  Section
                    6.1.

                	
                  Conditions
                    to Each Party’s Obligations

                	
                  55

                
	
                  Section
                    6.2.

                	
                  Conditions
                    to the Purchaser’s Obligations

                	
                  56

                
	
                  Section
                    6.3.

                	
                  Conditions
                    to Sellers’ Obligations

                	
                  57

                
	
                  ARTICLE
                    VII

                	
                  TAX
                    MATTERS

                	
                  57

                
	
                  Section
                    7.1.

                	
                  Tax
                    Covenants

                	
                  57

                
	
                  Section
                    7.2.

                	
                  Tax
                    Audits

                	
                  59

                
	
                  Section
                    7.3.

                	
                  Section
                    338(g) Elections

                	
                  61

                
	
                  ARTICLE
                    VIII

                	
                  SURVIVAL;
                    INDEMNIFICATION

                	
                  61

                
	
                  Section
                    8.1.

                	
                  Survival
                    of Representations, Warranties, Covenants and Agreements

                	
                  61

                
	
                  Section
                    8.2.

                	
                  Indemnification
                    of Purchaser

                	
                  62

                
	
                  Section
                    8.3.

                	
                  Indemnification
                    of Sellers

                	
                  62

                
	
                  Section
                    8.4.

                	
                  Limitations

                	
                  62

                
	
                  Section
                    8.5.

                	
                  Method
                    of Asserting Claims

                	
                  63

                
	
                  Section
                    8.6.

                	
                  Character
                    of Indemnity Payments

                	
                  64

                
	
                  Section
                    8.7.

                	
                  Limitations
                    to Indemnification for Environmental Liabilities

                	
                  65

                


        

      

    

     

    
 

    
      
         

      

      
        iii

        
          

        

      

      
        
          TABLE
            OF CONTENTS

          (continued)

           

          Page

        

      

    

     

    

       

        
          	
                  Section
                    8.8.

                	
                  Waiver
                    of Common Law and Statutory Rights

                	
                  66

                
	
                  ARTICLE
                    IX

                	
                  TERMINATION
                    OF AGREEMENT

                	
                  66

                
	
                  Section
                    9.1.

                	
                  Termination

                	
                  66

                
	
                  Section
                    9.2.

                	
                  Effect
                    of Termination

                	
                  66

                
	
                  ARTICLE
                    X

                	
                  MISCELLANEOUS

                	
                  66

                
	
                  Section
                    10.1.

                	
                  Notices

                	
                  66

                
	
                  Section
                    10.2.

                	
                  Entire
                    Agreement

                	
                  67

                
	
                  Section
                    10.3.

                	
                  Expenses

                	
                  68

                
	
                  Section
                    10.4.

                	
                  Waiver

                	
                  68

                
	
                  Section
                    10.5.

                	
                  Amendment

                	
                  68

                
	
                  Section
                    10.6.

                	
                  No
                    Third-Party Beneficiary

                	
                  68

                
	
                  Section
                    10.7.

                	
                  Assignment;
                    Binding Effect

                	
                  68

                
	
                  Section
                    10.8.

                	
                  Specific
                    Performance

                	
                  68

                
	
                  Section
                    10.9.

                	
                  Invalid
                    Provisions

                	
                  69

                
	
                  Section
                    10.10.

                	
                  GOVERNING
                    LAW

                	
                  69

                
	
                  Section
                    10.11.

                	
                  Counterparts

                	
                  69

                
	
                  Section
                    10.12.

                	
                  Joint
                    and Several Obligations

                	
                  69

                
	
                  Section
                    10.13.

                	
                  Interpretation

                	
                  69

                
	
                  Section
                    10.14.

                	
                  Publicity

                	
                  69

                


        

      

    

     

    
      
         

      

      
        iv

        
          

        

      

      
         

      

    

    EXHIBITS

     

    
      	
              Exhibit
                1.1(a)

               

            	
              Form
                of Patent Assignment

               

            
	
              Exhibit
                1.1(b)

               

            	
              Form
                of Patent Cross-License Agreement

               

            
	
              Exhibit
                1.1(c)

               

            	
              Form
                of Trademark Assignment

               

            
	
              Exhibit
                1.1(d)

               

            	
              Form
                of Trademark License Agreement

               

            
	
              Exhibit
                1.1(e)

               

            	
              Form
                of Transitional Services Agreement

               

            
	
              Exhibit
                1.1(f)

               

            	
              Form
                of Tax Escrow Agreement

               

            
	
              Exhibit
                2.1(a)

               

            	
              Acquisition
                of Acquired Assets

               

            
	
              Exhibit
                2.1(b)

               

            	
              Acquired
                Assets of Sold Subsidiaries that are to be transferred
                separately

               

            
	
              Exhibit
                2.2

               

            	
              Excluded
                Assets

               

            
	
              Exhibit
                2.5

               

            	
              Purchase
                Price Allocation

               

            
	
              Exhibit
                2.9(e)

               

            	
              Form
                of Escrow Agreement

               

            
	
              Exhibit
                2.10

               

            	
              Accounting
                Conventions to be Used: Preparation of the Closing Date Balance
                Sheet

               

            
	
              Exhibit
                5.4

               

            	
              Restructuring

               

            


    

    


    SCHEDULES

     

    
      	
              Schedule
                1.1(b)

               

            	
              Agreement
                Transactions

               

            
	
              Schedule
                2.3(a)(i)

               

            	
              Categories
                of Assumed Liabilities

               

            
	
              Schedule
                3.33

               

            	
              Cross-Guarantees
                to be Released

               

            
	
              Schedule
                5.4

               

            	
              Forms
                of Indenture Amendments

               

            
	
              Schedule
                5.9

               

            	
              Shared
                Contracts and Shared Intellectual Property

               

            
	
              Schedule
                5.11(b)

               

            	
              Assumed
                Plans

               

            
	
              Schedule
                5.14

               

            	
              Transitional
                Services

               

            
	
              Schedule
                8.2(g)

               

            	
              Seller
                Indemnification Matters

               

            
	
              Schedule
                8.2(h)

               

            	
              Indemnification
                Claim

               

            


    

    


    


    


    
      
        
          
            
              	
                       

                    	 	 


            

             

             

          

           

        

        
          v

          
            

          

        

        
           

          
            


          

        

      

    

    



    PURCHASE
      AGREEMENT

     

    PURCHASE
      AGREEMENT, dated as of May 17, 2006, among THULE AB, a company organized under
      the laws of the Kingdom of Sweden (“Purchaser”),
      ADVANCED ACCESSORY HOLDINGS CORPORATION, a Delaware corporation (“AAHC”),
      AAS ACQUISITIONS, LLC, a Delaware limited liability company, CHAAS ACQUISITIONS,
      LLC, a Delaware limited liability company (“CHAAS”),
      and VALLEY INDUSTRIES, LLC, a Delaware limited liability company (collectively,
      “Sellers”).

     

    BACKGROUND

     

    WHEREAS,
      Sellers and certain of their Affiliates are engaged in the business of
      designing, manufacturing, marketing and selling exterior automotive accessories,
      including load-carrying systems and towing systems (the “Automotive
      Accessories Business”);
      and

     

    WHEREAS,
      Sellers wish to sell and dispose of, and Purchaser wishes to acquire, the
      portions of the Automotive Accessories Business to
      the extent presently
      conducted by CHAAS Holdings B.V. (“Brink”),
      Valley Industries, LLC (“Valley”)
      and SportRack Accessories Inc. (“SR
      Canada”)
      and their respective subsidiaries, all on the terms and subject to the
      conditions
      set forth in this Agreement (such portions of the Automotive Accessories
      Business are referred to in this Agreement as the “Acquired
      Business”);

     

    NOW,
      THEREFORE, the parties agree as follows:

     

    ARTICLE
      I  

     

    


     

    DEFINITIONS

     

    Section
      1.1.  Definitions.

     

    (a)  As
      used in this Agreement, the following terms shall have the following
      meanings:

     

    “AAS”
      means Advanced Accessory Systems, LLC, a Delaware limited liability
      company.

     

    “Acquired
      Contracts”
      means, except as otherwise provided in Schedule 5.9
      with respect to the Shared Contracts, all rights of Sellers, their Subsidiaries
      and their other Affiliates under the 2003 Purchase Agreement and under all
      other
      contracts that at
      the time of the Closing, relate primarily
      to the conduct of the Acquired
      Business, including all contracts under which any of Sellers or their Affiliates
      have the right to any material extent to
      protect the confidentiality of information relating to the Acquired
      Business
      or to
      prevent third parties from competing with the Acquired
      Business
      or from soliciting employees of
      the
      Acquired
      Business, all distribution and agency agreements and all contracts that are
      or
      should be listed in Section 3.17(a)
      of the Seller Disclosure Schedule.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Acquired
      Intangibles”
      means, except as otherwise provided in Schedule 5.9
      with respect to the Shared Contracts: (i) all rights, claims and causes of
      action that at
      the time of the Closing,
      primarily relate to
      the conduct of
      the
      Acquired
      Business; (ii) all prepaid expenses, deferred charges, advance payments,
      security deposits (whether deposited with or paid by a Seller or any of Sellers’
Affiliates) and similar items that at
      the time of the Closing primarily relate to
      the conduct of the
      Acquired
      Business; (iii) all rights of Sellers or Sellers’ Affiliates under or
      pursuant to all warranties, representations and guarantees made by suppliers,
      manufacturers and contractors in connection with products sold or services
      provided to any Seller or Sold Subsidiary primarily
      for
      the
      benefit of the Acquired
      Business; (iv) all insurance proceeds and all rights to insurance proceeds
      received or receivable in respect of any loss or casualty with respect to any
      asset of
      Valley or a Sold Subsidiary or any other asset that will be or
      would, if held by any Seller or any Seller’s Affiliate on the Closing, be an
      Acquired Asset; (v) all
      proceeds, net of any direct out-of-pocket costs of disposition, from the sale
      or
      other disposition after the date of this Agreement and prior to the Closing
      Date
      of any asset that (A) is of a type required by GAAP to be treated as a
      fixed asset on the books of the Acquired Business and (B) is or was an
      asset of Valley or a Sold Subsidiary or is or was an asset that but for such
      sale or other disposition prior to the Closing would be an Acquired Asset,
      except for the sale of such asset in the ordinary course of business;
      (vi) all telephone numbers that on the Closing Date are used primarily in
      the conduct of the Acquired Business; and (vii) all
      goodwill
      primarily related to the Acquired
      Business together with the right to represent to third parties that Purchaser
      is
      the successor to the Acquired
      Business.

     

    “Acquired
      Intellectual Property”
      means, except as otherwise provided in Schedule
      2.2
      with respect to Excluded Assets or in Schedule 5.9
      with respect to the Shared Intellectual Property, all Intellectual Property
      that
      is now, or at the time of the Closing, will be (i) owned by Valley and/or
      any Sold Subsidiary or (ii) used in the conduct of the
      Acquired
      Business, including all the Owned Acquired Intellectual Property listed in
      Section 3.21(a)
      of the Seller Disclosure Schedule.

     

    “Acquired
      Records”
      means all files, documents, instruments, papers, books and records (whether
      in
      paper, digital or other tangible or intangible form) that at
      the time of the Closing primarily
      relate
      to
      the Acquired
      Business, including all
      of the Acquired Business’s
      financial records, Tax records (other than income tax records), technical
      information, operating and production records, quality control records,
      blueprints, research and development notebooks and files, customer credit data,
      manuals, engineering and scientific data, sales and promotional literature,
      drawings, technical plans, business plans, budgets, price lists, lists of
      customers and suppliers and human resources and employee benefits
      data.

     

    “Affiliate”
      means, with respect to any Person, any other Person that directly, or indirectly
      through one or more intermediaries, controls or is controlled by or is under
      common control with the Person specified. The term “control” (including the
      terms “controlling,” “controlled by” and “under common
      control with”) means possession, direct or indirect, of the power to direct or
      cause the direction of the management and policies of a Person, whether through
      the ownership of voting securities, by contract or otherwise.

     

    “Aggregate
      OpCo Note Tender Price”
      means the aggregate purchase price paid or payable for the OpCo Notes that
      are
      tendered and accepted for payment pursuant to the OpCo Tender.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    “Agreement”
      means this Purchase Agreement, together with the Exhibits, Schedules and the
      Seller Disclosure Schedule.

     

    “Balance
      Sheets”
      means, collectively, the balance sheets included in the Unaudited Financial
      Statements.

     

    “Base
      Price”
      means initially $203.0 million,
      subject to the adjustment set forth in Section 2.10.

     

    “Business
      Day”
      means any day other than a Saturday, Sunday or any day on which banks located
      in
      the City of New York are authorized or required to be closed for the conduct
      of
      regular banking business.

     

    “Business
      Material Adverse Effect”
      means any material adverse effect on the business,
      assets, financial condition or results of operations of the Acquired
      Business.
      In determining whether there has been a Business Material Adverse Effect, any
      event, circumstance, change or effect shall be considered both individually
      and
      together with all other events, circumstances, changes or effects and any event,
      circumstance, change or effect that reasonably could be expected to result
      in a
      Business Material Adverse Effect (individually or together with one or more
      other events, circumstances, changes or effects) shall be considered a Business
      Material Adverse Effect;
      provided,
      however,
      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, a Business Material Adverse Effect: (A) any adverse
      changes, events, circumstances, developments or effects arising from or relating
      to general business or economic conditions that do not affect the Acquired
      Business in a materially disproportionate and adverse manner, (B) any
      adverse change, result, event, development or effect arising from or relating
      to
      any change in Law or GAAP, (C) any adverse changes, events, developments,
      circumstances or effects that are reasonably attributable to the execution
      or
      announcement of this Agreement (including any cancellation of or delays in
      customer agreements, any reduction in sales, any disruption in customer or
      similar relationships or any loss of employees) or the taking or failure to
      take
      any action contemplated by this Agreement or any of the Ancillary Agreements,
      and (D) the occurrence of any event of terrorism or war that does not
      affect the Acquired Business in a disproportionate and adverse
      manner.

     

    “Cash
      Consideration”
      means the Base Price minus the sum of (i) the Aggregate OpCo Note Tender
      Price, (ii) 101%
      of the aggregate outstanding principal balance of the OpCo Notes (after giving
      effect to the OpCo Tender) and (iii) the aggregate outstanding balance
      (principal and interest) of (x) all other outstanding Indebtedness of the
      Sold Subsidiaries as of the Closing and (y) all other outstanding
      Indebtedness included in the Assumed Liabilities, subject to adjustment as
      provided in Section 2.10.

     

    “Cleanup”
      means all actions required to clean up, remove, treat, contain, monitor or
      remediate or otherwise address any Hazardous Substance located at, on or under
      real property, including, but not limited to, the following: (i) clean up,
      remove, treat, contain, monitor or remediate Hazardous Substances in the indoor
      or outdoor environment; (ii) perform pre-remedial studies and
      investigations and post-remedial monitoring and care; or (iii) respond to
      any government requests for information or documents in any way relating to
      cleanup, removal, treatment, containment, monitoring or remediation or potential
      cleanup, removal, treatment, containment, monitoring or remediation of Hazardous
      Substances in the indoor or outdoor environment, that in any such case are
      reasonably determined by the Person taking the actions to be required under
      any
      applicable Environmental Law.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    “Closing”
      means the closing of the sale and purchase of the Acquired Assets and the
      assumption of the Assumed Liabilities, each as contemplated by this
      Agreement.

     

    “Closing
      Cash Payment”
      means (a) the sum of (i) the Base Price plus (ii) if a positive
      number, the Estimated Working Capital Differential, minus (b) the sum of
      (i) the Aggregate OpCo Note Tender Price, (ii) the Estimated Closing
      Indebtedness, (iii) if a negative number, the absolute value of the
      Estimated Working Capital Differential, and (iv) the Disclosed Pre-Closing
      Product Related Credit.

     

    “Closing
      Date”
      means the date on which the Closing occurs.

     

    “Closing
      Date Indebtedness Differential”
      means the Closing Date Indebtedness minus the Estimated Closing Indebtedness
      (and may be positive or negative).

     

    “Closing
      Date Working Capital Differential”
      means the Estimated Working Capital minus the Closing Date Working Capital
      (and
      may be positive or negative).

     

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

     

    “Deal-Related
      Taxes”
      means Taxes imposed on any Seller or any Affiliate of any Seller (including
      any
      Sold Subsidiary) resulting from the Restructuring (including Taxes imposed
      under
      Section 116 of the Income Tax Act (Canada) in respect of the transfer of
      any shares of SR Canada, any liability for such Taxes pursuant to Treasury
      Regulation Section 1.1502-6) and any other Taxes resulting from the transactions
      set forth on Schedule 1.1(b) hereto (other than transfer Taxes, which shall
      be
      governed by Section 5.7).

     

    “Disclosed
      Pre-Closing Product Related Liabilities”
      means those Pre-Closing Product Related Liabilities set forth in
      Section 1.1(a) of the Seller Disclosure Schedule.

     

    “Disclosed
      Pre-Closing Product Related Credit”
      means $1,000,000, being the amount accrued in respect of the Disclosed
      Pre-Closing Product Related Liabilities, less any amounts actually paid in
      respect of such Disclosed Pre-Closing Product Related Liabilities prior to
      the
      Closing Date.

     

    “Encumbrances”
      means any and all liens, charges, security interests, mortgages, hypothecations,
      pledges, options, preemptive rights, rights of first refusal or first offer,
      proxies, levies, voting trusts or agreements, easements, servitudes, rights
      of
      way, reservations, licenses, encroachments or other adverse claims or
      restrictions on title or transfer of any nature whatsoever.

     

    “Environmental
      Claim”
      means any claim, action, cause of action, investigation, demand, letter, written
      request for information or written notice by any Governmental Authority or
      third
      party involving violations of Environmental Laws or Releases of Hazardous
      Substances.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    “Environmental
      Law”
      means any Laws (including for purposes of this definition, all contamination
      policies and guidelines of any Governmental Authority which, although not
      actually having the force of law, are considered by such Governmental Authority
      as having the force of law) relating to pollution or protection of the
      environment, or health and safety, including Laws relating to Releases or
      threatened Releases of Hazardous Substances into the indoor or outdoor
      environment (including ambient air, surface water, groundwater, land, surface
      and subsurface strata) or otherwise relating to the treatment, storage,
      transport or handling of Hazardous Substances, and all Laws and regulations
      with
      regard to recordkeeping, notification, disclosure, training and reporting
      requirements respecting Hazardous Substances, and all Laws relating to
      endangered or threatened species of fish, wildlife and plants and the management
      and use of natural resources.

     

    “Environmental
      Liabilities”
      means Liabilities imposed upon any Seller or any Sold Subsidiary as a result
      of
      an Environmental Claim filed by any Governmental Authority or any third party
      arising from any violations of Environmental Laws or the Cleanup of Hazardous
      Substances from or onto any Real Property or any facilities that received
      Hazardous Substances generated by the Acquired Business.

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended, and
      the
      rules and regulations promulgated thereunder.

     

    “ERISA
      Affiliate”
      means Person required at any particular time to be aggregated with any of
      Sellers or any Seller Subsidiary under Sections 414(b), (c), (m) or (o) of
      the Code or Section 4001 of ERISA.

     

    “Escrow
      Amount”
      means $16,000,000.

     

    “Estimated
      Closing Indebtedness”
      means a good faith estimate of the aggregate outstanding balance as of the
      Closing Date of (x) the OpCo Note Balance, (y) all other Indebtedness
      of the Sold Subsidiaries and (z) all other outstanding Indebtedness
      included in the Assumed Liabilities, with each category separately
      presented.

     

    “Estimated
      Working Capital”
      means a good faith estimate of the Closing Date Working Capital.

     

    “Estimated
      Working Capital Differential”
      means the Estimated Working Capital minus the Target Working Capital (and may
      be
      positive or negative).

     

    “Excluded
      Taxes”
      means (i) Taxes of any Seller or any Affiliate of a Seller (other than a
      Sold Subsidiary), (ii)  Taxes imposed with respect to any asset owned by
      Valley (A) with respect to any Pre-Closing Tax Period and (B) with
      respect to any Straddle Period to the extent such Taxes are allocable to Sellers
      pursuant to Section 7.2(b)(i) hereunder, (iii) Taxes for which a
      Purchaser Indemnified Party is liable, or which are asserted against or imposed
      in respect of the Acquired Business or any of the Acquired Assets, under
      Treasury Regulation Section 1.1502-6 or any comparable state, local or
      foreign Tax provision as a result of any Seller, Sold Subsidiary or Affiliate
      of
      a Seller or Sold Subsidiary being a member of a consolidated, combined, unitary
      or other tax group at any time prior to the Closing, (iv) Taxes of another
      Person (other than a Purchaser Indemnified Party) (A) for which a Purchaser
      Indemnified Party is liable, or (B) which are asserted against or imposed
      in respect of the Acquired
      Business
      or any of the Acquired Assets, either (I) as a result of any agreement
      entered into prior to the Closing by any Seller, Sold Subsidiary or Affiliate
      of
      a Seller or (II) as a result of any act or transaction entered into by any
      Seller, Sold Subsidiary or Affiliate of a Seller prior to Closing, and
      (v) Deal-Related Taxes.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    “Foreign
      Implementing Agreements”
      means one or more short-form agreements to be entered into by one or more
      Sellers or Seller Subsidiaries for the purposes of implementing, confirming
      or
      perfecting the sale, transfer and conveyance to Purchaser of Acquired Assets,
      shares of Sold Subsidiaries or other assets of Sold Subsidiaries, in each case
      to the extent related to portions of the Acquired
      Business
      conducted outside the United States, in such form as may be requested by
      Purchaser, reasonably acceptable to Sellers and not inconsistent with the
      provisions of this Agreement or the other Transaction Documents.

     

    “Foreign
      Laws”
      means the Laws of a country other than the United States of America in which
      any
      Seller or Seller Subsidiary conducts the Acquired
      Business.

     

    “Foreign
      Pension Plan”
      means any plan, fund (including any superannuation fund) or other similar
      program established, maintained, contributed to or applied by the Sellers,
      any
      Sold Subsidiary or any of their respective Affiliates outside the United States
      of America for the benefit of employees or former employees of the
      Acquired
      Business, as of immediately prior to the Closing Date without giving effect
      to
      the transactions contemplated by this Agreement, residing outside the United
      States of America, which fund or similar program provides, or results in,
      retirement income, a deferral of income in contemplation of retirement or
      payments to be made upon termination of employment, and which plan is not
      subject to ERISA or the Code.

     

    “GAAP”
      means United States generally accepted accounting principles, applied
      consistently with the preparation of the Year-End Financial
      Statements.

     

    “Governmental
      Authority”
      means any international, supranational, national, provincial, regional, federal,
      state, municipal or local government, any instrumentality, subdivision, court,
      administrative or regulatory agency or commission or other authority thereof,
      or
      any quasi-governmental or private body exercising any regulatory, taxing,
      importing or other governmental or quasi-governmental authority.

     

    “Hazardous
      Substance”
      means any substance, material or waste that is characterized, classified,
      listed, defined or designated under any Environmental Law as hazardous, toxic,
      pollutant, contaminant or words of similar meaning or effect, including, but
      not
      limited to, any petroleum or petroleum products, flammable explosives,
      radioactive materials, medical waste, friable asbestos or friable
      asbestos-containing products or materials, or polychlorinated biphenyls
      (PCBs).

     

    “HoldCo
      Indenture”
      means the Indenture, dated as of February 4, 2004, between AAHC and BNY
      Midwest Trust Company, as Trustee (the “HoldCo
      Indenture Trustee”).

     

    “HoldCo
      Notes”
      means the 13-1⁄4% Senior Discount Notes due 2011, Series A and B, issued by
      AAHC pursuant to the HoldCo Indenture.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    “Indebtedness”
      of any Person means,
      without duplication,
      (i) indebtedness for borrowed money or indebtedness issued or incurred in
      substitution or exchange for indebtedness for borrowed money, (ii) amounts
      owing as deferred purchase price for property or services, including all seller
      notes and “earn-out” payments (but only, with respect to any “earn-out”
payments, to the extent actually “earned” and payable), (iii) indebtedness
      evidenced by any note, bond, debenture, mortgage or other debt instrument or
      debt security, (iv) all obligations of such Person under leases which have
      been or should be, in accordance with GAAP, recorded as capital leases
      (including the lease for the Leased Real Property in Bétheny, France),
      (v) commitments or obligations by which such Person assures a creditor
      against loss pursuant to contingent reimbursement obligations with respect
      to
      letters of credit or similar financial instruments, (vi) obligations under
      any interest rate, currency or other hedging agreement or (vii) guarantees
      or other contingent liabilities (including so called take-or-pay or keep-well
      agreements) with respect to any indebtedness, obligation, claim or liability
      of
      any other Person of a type described in clauses (i) through (vi) above. The
      amount of any Indebtedness shall include principal, interest and any other
      amounts (such as late fees or other charges) due as of the date of
      measurement.

     

    “Indemnified
      Party”
      means any Person claiming indemnification under any provision of
      Articles VII or VIII.

     

    “Indemnifying
      Party”
      means any Person against whom a claim for indemnification is being asserted
      under any provision of Article VIII.

     

    “Intellectual
      Property”
      means all intellectual property including (i) all names and marks,
      including product names, brands and slogans, all domain names, all registered
      and unregistered trademarks, trade names, service marks and applications
      therefor and all goodwill associated therewith; (ii) all patents, patent
      applications and inventions, including any provisional, utility, continuation,
      continuation-in-part or divisional applications filed in the United States
      or
      any other jurisdiction, and all reissues thereof and all reexamination
      certificates issuing therefrom; (iii) all ownership rights to any
      copyrightable works, including all related copyright registrations;
      (iv) all know-how or other trade secrets, whether or not reduced to
      practice, including any submission or disclosure of any invention; all computer
      and electronic data processing programs and software programs and related
      documentation; existing research projects; products, processes and computer
      software presently under development; all product, process and software concepts
      owned; and all proprietary information, processes, formulae and algorithms
      used
      in the ownership, marketing, development, maintenance, support and delivery
      of
      such products, processes and software; (v) the right to sue for and recover
      damages, assert, settle and/or release any claims or demands and obtain all
      other remedies and relief at law or equity for any past, present or future
      infringement or misappropriation of any of the foregoing intellectual property;
      and (vi) all Intellectual Property Agreements.

     

    “Intellectual
      Property Agreement”
      means any license, option to license, agreement, contract and/or other
      contractual right concerning any Intellectual Property (excluding licenses
      to
      any “off the shelf” computer software that at the time of the Closing is widely
      commercially available) for retail cost of US$10,000 or more.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    “Inventory”
      means all inventory (i) that,
      as applicable,
      is now, or at the time of the Closing will be, owned by any Sold Subsidiary
      or
      (ii) that,
      as applicable,
      is now, or at the time of the Closing will be, used or held for use in or
      otherwise related to, useful in or necessary for the conduct of, the
Acquired
      Business,
      including in either case all finished goods, work in process, supplies and
      raw
      materials.

     

    “IRS”
      means the United States Internal Revenue Service.

     

    “Law”
      means any international,
      supranational, national, foreign, provincial, regional, federal, state,
      municipal or local law, regulation, rule, ordinance, order, judgment, decree
      or
      other legally binding requirement.

     

    “Leased
      Real Property”
      means each parcel of real property that (A) is leased to or by Valley or a
      Sold Subsidiary or (B) is leased to or by a Seller or its other Affiliates
      and (in the case of property described in this clause (B) only) is now, or
      at the time of the Closing will be, used in the conduct of the Acquired
      Business.

     

    “Liabilities”
      means all Indebtedness, liabilities, obligations, responsibilities, commitments
      and expenses of every kind, whether or not accrued or fixed,
      known or unknown, absolute or contingent, matured or unmatured, determined
      or
      determinable.

     

    “Losses”
      means any and all damages, fines, fees, penalties, deficiencies, Liabilities,
      claims, losses, Taxes, demands, judgments, settlements, actions, obligations
      and
      costs and expenses (including interest, court costs and fees and costs of
      attorneys, accountants and other experts or other expenses of litigation or
      other proceedings or of any claim, default or assessment).

     

    “OpCo
      Indenture”
      means the Indenture, dated as of May 23, 2003, by and among Advanced
      Accessory Systems, LLC, AAS Capital Corporation, CHAAS, the entities named
      therein as the initial Subsidiary Guarantors and BNY Midwest Trust Company,
      as
      Trustee (the “OpCo
      Indenture Trustee”).

     

    “OpCo
      Note Balance”
      means 101% of the Indebtedness that remains outstanding under the OpCo Notes
      after giving effect to the OpCo Tender.

     

    “OpCo
      Notes”
      means the 10-3⁄4% Senior Notes due 2011, Series A and B, issued by AAS and
      AAS Capital Corporation, as co-obligors, pursuant to the OpCo
      Indenture.

     

    “Owned
      Acquired Intellectual Property”
      means each item of Acquired Intellectual Property in which any of Sellers and/or
      any Seller Subsidiaries have any ownership interest, whether such interest
      is
      sole or joint, or in whole or in part, or encumbered in any manner
      whatsoever.

     

    “Owned
      Real Property”
      means each parcel of real property that (x) is owned by Valley or a Sold
      Subsidiary or (y) is owned by a Seller or any of Sellers’ other Affiliates
      and (in the case of property described in this clause (y) only) is now, or
      at the time of the Closing will be used primarily for
      the conduct of the Acquired
      Business.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    “Patent
      Assignment”
      means a patent assignment agreement substantially in the form of Exhibit 1.1(a).

     

    “Patent
      Cross-License Agreement”
      means a patent cross-license agreement substantially in the form of Exhibit 1.1(b).

     

    “Permit”
      means any permit, license, franchise, approval, consent, registration,
      clearance, variance, exemption, order, certificate or authorization by or of
      any
      Governmental Authority, including building, zoning, administrative, occupational
      safety and health authorities.

     

    “Permitted
      Encumbrances”
      means (i) mechanics,
      materialmen’s and similar monetary liens with respect to any amounts not yet due
      and payable or which are being contested in good faith through appropriate
      proceedings, (ii) Encumbrances
      for Taxes not yet due and payable,
      or which are being contested in good faith through appropriate proceedings
      and
      for which an adequate reserve has been established using the same methodology
      as
      that required to be used in calculating Closing Date Working Capital and as
      set
      forth in Exhibit 2.10,
      (iii) Encumbrances on goods in transit incurred pursuant to documentary
      letters of credit, (iv) Encumbrances securing rental payments under capital
      lease agreements, (v) Encumbrances and restrictions on real property
      (including easements, covenants, rights of
      way and similar restrictions of record) that do not materially interfere with
      the present use, or impair the value, of such real property,
      (vi) building and zoning and other similar restrictions imposed by any
      applicable Laws, (vii) the rights of lessors and lessees under leases of
      real property and (viii) Encumbrances on the transfer of or transactions in
      securities or other instruments created by or under any applicable securities
      or
      similar Laws.

     

    “Person”
      means any natural person, corporation, general partnership, limited partnership,
      limited or unlimited liability company, proprietorship, joint venture, other
      business organization, trust, union, association or Governmental
      Authority.

     

    “Plan”
      means any employment, consulting, bonus, incentive compensation, deferred
      compensation, pension, profit sharing, retirement, stock purchase, stock option,
      stock ownership, stock appreciation rights, phantom stock, equity (or
      equity-based), leave of absence, layoff, vacation, day or dependent care, legal
      services, cafeteria, life, health, medical, dental, vision, welfare, accident,
      disability, workmen’s compensation or other insurance, severance, notice,
      separation, termination, change of control, collective bargaining or other
      benefit plan, understanding, agreement, practice, policy or arrangement of
      any
      kind, whether written or oral, and whether or not subject to ERISA, including
      any “employee benefit plan” within the meaning of Section 3(3) of
      ERISA.

     

    “Pre-Closing
      Product Related Liabilities”
      means all Liabilities based on any actual or alleged defect in the design,
      manufacture, quality, conformity to specification or fitness for purpose of
      any
      product manufactured or sold by the Acquired Business, or any service provided
      by the Acquired Business, before the Closing Date, including all product
      liability, product warranty obligations and liabilities and all obligations
      and
      liabilities in respect of product recalls or product warnings (including
      voluntary recalls and warnings reasonably intended to avoid or mitigate
      liability).

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    “Pre-Closing
      Tax Period”
      means any Tax period ending on or before the Closing Date.

     

    “Purchaser
      Material Adverse Effect”
      means a material adverse effect on the enforceability of Purchaser’s obligations
      under this Agreement or the Transaction Documents or the Purchaser’s ability to
      perform its obligations under this Agreement or the Transaction Documents in
      a
      timely manner or to consummate the transactions contemplated by this Agreement
      or the Transaction Documents.

     

    “Real
      Property”
      means, collectively, the Owned Real Property and the Leased Real
      Property.

     

    “Receivables”
      means all trade accounts receivable and all notes, bonds and other evidences
      of
      indebtedness of and rights to receive payments arising out of sales occurring
      in
      the conduct of the
      Acquired
      Business and the security agreements related thereto, including any rights
      of
      Sellers and any Subsidiaries or other Affiliates of Sellers with respect to
      third party collection proceedings or other actions or proceedings that as
      of
      the Closing have been commenced in connection therewith.

     

    “Registered”
      means, with respect to Intellectual Property, issued, registered, renewed or
      the
      subject of a pending application before an applicable Governmental Authority;
      provided,
      however,
      that any such Intellectual Property shall be deemed to be Registered solely
      within the jurisdiction of such Governmental Authority.

     

    “Release”
      means any release, spill, emission, discharge, leaking, pumping, injection,
      deposit, disposal, dispersal, leaching or migration into or through the indoor
      or outdoor environment (including ambient air, surface water, groundwater and
      surface or subsurface strata) or into or out of any real property, including
      the
      movement of Hazardous Substances through or in the air, soil, surface water,
      groundwater or property.

     

    “Restructuring”
      means the series of transactions described in Exhibit 5.4
      to this Agreement.

     

    “Retained
      Businesses”
      means the businesses
      owned by Sellers or their Affiliates immediately before the Closing that are
      not
      included in the Acquired
      Business.

     

    “Seller
      Material Adverse Effect”
      means a material adverse effect on the enforceability of any Seller’s
      obligations under this Agreement or the Transaction Documents or on any Seller’s
      ability to perform its obligations under this Agreement or the Transaction
      Documents in a timely manner or to consummate the transactions contemplated
      by
      this Agreement or the Transaction Documents.

     

    “Seller
      Plan”
      means a Plan that any Seller or any Seller Subsidiary, or any ERISA Affiliate,
      sponsors, maintains, has any obligation to contribute to, has or may have
      liability under or is otherwise a party to, and provides benefits for employees,
      former employees, independent contractors or former independent contractors
      (or
      their dependents and beneficiaries) of any Seller, any Seller Subsidiary or
      the
      Acquired
      Business, on the date of this Agreement or at any time subsequent thereto and
      on
      or prior to the Closing Date.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    “Seller
      Subsidiary”
      means any Subsidiary of a Seller (including a Sold Subsidiary).

     

    “Shared
      Contracts”
      means the contracts listed in Schedule 5.9.

     

    “Shared
      Intellectual Property”
      means the Intellectual Property listed in Schedule 5.9.

     

    “Sold
      Subsidiaries”
      means Brink and AAS and all Subsidiaries of Brink and AAS at the date of this
      Agreement, other than the Subsidiaries that are required by the terms of the
      Restructuring no longer to be Subsidiaries of Brink or AAS by the time of the
      Closing.

     

    “Straddle
      Period”
      means any Tax period beginning before, and ending after, the Closing
      Date.

     

    “Straddle
      Period Taxes”
      means any Taxes of a Sold Subsidiary imposed with respect to a Straddle
      Period.

     

    “Stub
      Tax Period”
      means any Taxable period of a Sold Subsidiary that begins on or after January
      1,
      2006, and ends on the Closing Date.

     

    “Subsidiary”
      means, with respect to any Person, any other Person (i) of which the first
      Person owns directly or indirectly 50% or more of the equity interest in the
      other Person, (ii) of which the first Person or any other Subsidiary of the
      first Person is a general partner or (iii) of which securities or other
      ownership interests having ordinary voting power to elect a majority of the
      board of directors or other persons performing similar functions with respect
      to
      the other Person are at the time owned by the first Person and/or one or more
      of
      the first Person’s Subsidiaries.

     

    “Tangible
      Property”
      means all machinery, tools, equipment, fixtures, vehicles, spare parts and
      other
      tangible personal property (other than Inventory) (i) that at the time of
      the Closing will be owned or leased by Valley or any Sold Subsidiary, or
      (ii) that at
      the time of the Closing will be primarily
      related to the conduct of the
      Acquired
      Business in each case whether owned or leased.

     

    “Target
      Working Capital”
      is as set forth in Exhibit 2.10.

     

    “Tax”
      and “Taxes”
      means (i) any federal, state, local or foreign income, gross receipts,
      employment, payroll, license, excise, severance, stamp, occupation, premium,
      windfall profits, environmental (including taxes under Section 59A of the
      Code), customs duties, capital stock, franchise, profits, withholding, social
      security (or similar), unemployment, disability, real property, personal
      property, sales, goods and services, use, transfer, registration, value added,
      alternative or add-on minimum, estimated or other tax of any kind whatsoever,
      including any interest, penalty or addition thereto and (ii) any obligation
      to pay, or liability in respect of, amounts described in (i) under any
      agreement, as a successor or transferee, or otherwise.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    “Tax
      Escrow Agreement”
      means the Escrow Agreement to be entered into with respect to the 2006 Tax
      Refund Amount on the Closing Date by CHAAS, on behalf of Sellers, Purchaser
      and
      the Escrow Agent substantially in the form attached hereto as Exhibit
      1.1(f).

     

    “Tax
      Return”
      means any return, declaration, report, claim for refund or information return
      or
      statement relating to Taxes, including any schedule or attachment thereto,
      and
      including any amendment thereof.

     

    “Trademark
      Assignment”
      means a trademark assignment agreement substantially in the form of Exhibit 1.1(c).

     

    “Trademark
      License Agreement”
      means a trademark license agreement substantially in the form of Exhibit 1.1(d).

     

    “Transaction
      Documents”
      means the Bill of Sale, the Escrow Agreement, the Trademark Assignment, the
      Trademark License Agreement, the Patent Assignment, the Patent Cross-License
      Agreement and the Transitional Services Agreement, collectively.

     

    “Transitional
      Services Agreement”
      means an agreement substantially in the form of Exhibit 1.1(e).

     

    “2003
      Purchase Agreement”
      means the Securities Purchase Agreement, dated as of April 15, 2003, among
      Advanced Accessory Systems, LLC, the individuals and entities identified therein
      as “Sellers”, J.P. Morgan Partners (23A SBIC), L.L.C. and CHAAS Holdings, LLC,
      as in effect from time to time.

     

    “2006
      Tax Refund”
      means the Tax refunds payable to Brink or one of its Subsidiaries by
      Belastingdienst Randmeren Zwolle relating to overpaid corporation tax for the
      tax years 2004 and 2005 in the amounts of approximately Euro 220,000 for 2004
      and Euro 261,000 for 2005 for which the returns are expected to be filed by
      Brink.

     

    “2006
      Tax Refund Amount”
      means Euro 500,000.

     

    “Undisclosed
      Pre-Closing Valley Product Related Liabilities”
      means those Pre-Closing Product Related Liabilities of Valley not set forth
      in
      Section 1.1(a) of the Seller Disclosure Schedule.

     

    Section
      1.2.  Other
      terms defined are in the other parts of this Agreement indicated
      below:

     

    “AAHC”Preamble

    “AAS
      Shares”2.1(a)

    “Accounting
      Firm”7.1(c)

    “Acquired
      Assets”2.1(a)

    “Acquired
      Business”Recitals

    “Acquired
      Permits”3.12(b)

    “Aggregate
      Final Adjustment”2.10(e)

    “Allocation
      Arbiter”2.5(d)

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    “Allocation
      Statement”2.5(c)

    “Assumed
      Liabilities”2.3(a)

    “Assumed
      Plans”5.11(b)

    “Audited
      Financial Statements”3.3(a)

    “Automotive
      Accessories Business”Recitals

    “Bill
      of Sale”2.9(c)

    “Brink”Recitals

    “Brink
      Audited Financial Statements”3.3(a)

    “Brink
      Netherlands Shares2.1(a)

    “Business
      Employees”5.11(a)

    “CHAAS”Preamble

    “Change”8.7

    “Closing
      Date Balance
      Sheet”2.10(a)

    “Closing
      Date Indebtedness”2.10(a)

    “Closing
      Date Working Capital”2.10(a)

    “Dispute
      Notice”2.10(b)

    “Escrow
      Agent”2.9(e)

    “Escrow
      Agreement”2.9(e)

    “Excluded
      Assets”2.2

    “Excluded
      Liabilities”2.4

    “Excluded
      Tax Proceeding”7.2(a)

    “Financial
      Statements”3.3(a)

    “HoldCo
      Indenture Amendments”5.4(b)

    “HoldCo
      Tender”5.4(b)

    “Indemnity
      Amount”8.4

    “Lowest-Cost
      Commercially Reasonable Manner”8.7

    “Material
      Contracts”3.17(a)

    “New
      Plans”5.11(e)

    “Nominee
      Shares”2.9(l)

    “Non-Transferred
      Employees”5.11(a)

    “Old
      Plans”5.11(e)

    “OpCo
      Indenture Amendments”5.4(b)

    “OpCo
      Tender”5.4(b)

    “Owned
      Registered Acquired Intellectual Property”3.21(c)

    “Purchase
      Price”2.5(a)

    “Purchaser”Preamble

    “Purchaser
      Indemnified Parties”8.2

    “Qualifying
      Losses”8.4

    “Real
      Property Leases”3.22(b)

    “Representatives”5.2(a)

    “Restricted
      Market”5.8(a)

    “Reviewing
      Accountant”2.10(c)

    “Sellers”Preamble

    “Seller
      Disclosure Schedule”Article III

    “Seller
      Excluded Tax Proceeding”7.2(b)

    “Seller
      Indemnified Parties”8.3

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    “Sold
      Subsidiary Shares”3.1(c)

    “SR
      Canada”Recitals

    “Statement
      of Indebtedness”2.10(a)

    “Statement
      of Working Capital”2.10(a)

    “Tax
      Materials”7.1(c)

    “Transferred
      Employees”5.11(a)

    “Unaudited
      Financial Statements”3.3(a)

    “Valley”Recitals

    “Valley
      Assets”2.1(a)

    “Working
      Capital Data”3.3(d)

    “Year-End
      Financial Statements”3.3(a)

     

    Section
      1.3.  As
      used in this Agreement, except to the extent that the context otherwise
      requires:

     

    (a)  when
      a reference is made in this Agreement to an Article, Section, Exhibit or
      Schedule, such reference is to an Article or Section of, or an Exhibit or
      Schedule to, this Agreement unless otherwise indicated;

     

    (b)  the
      table of contents and headings for this Agreement are for reference purposes
      only and do not affect in any way the meaning or interpretation of this
      Agreement;

     

    (c)  whenever
      the words “include,” “includes” or “including” (or similar terms) are used in
      this Agreement, they are deemed to be followed by the words “without
      limitation”;

     

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

     

    (e)  all
      terms defined in this Agreement have their defined meanings when used in any
      certificate or other document made or delivered pursuant hereto, unless
      otherwise defined therein;

     

    (f)  the
      definitions contained in this Agreement are applicable to the singular as well
      as the plural forms of such terms;

     

    (g)  if
      any action is to be taken by any party hereto pursuant to this Agreement on
      a
      day that is not a Business Day, such action shall be taken on the next Business
      Day following such day;

     

    (h)  references
      to a Person are also to its permitted successors and assigns;

     

    (i)  the
      use of “or” is not intended to be exclusive unless expressly indicated
      otherwise;

     

    (j)  “contract”
      includes any note, bond, mortgage, indenture, deed of trust, loan, credit
      agreement, franchise concession, contract, agreement, Permit, license, lease,
      purchase order, sales order, arrangement or other commitment, obligation or
      understanding, whether written or oral;

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    (k)  “ordinary
      course of business” (or similar terms) shall be deemed followed by “consistent
      with past practice”;

     

    (l)  “assets”
      shall include “rights,” including rights under contracts;

     

    (m)  “reasonable
      efforts” or similar terms shall not require the waiver of any rights under this
      Agreement; and

     

    (n)  a
      representation made as to a Person’s “knowledge” refers to matters of which such
      Person actually knows,
      which in the case of the Sellers or the Acquired Business shall be limited
      to
      the actual knowledge of the individuals named in Section 1.3(n)
      of the Seller Disclosure Schedule
      hereto

     

    ARTICLE
      II  

     

    


     

    PURCHASE
      AND SALE OF ASSETS AND CLOSING

     

    Section
      2.1.  Purchase
      and Sale.

     

    (a)  At
      the Closing, upon the terms and subject to the conditions of this Agreement
      (including the condition set forth in Section 6.2(c) in respect of the
      completion of the Restructuring), Sellers will sell, transfer, assign, convey
      and deliver or cause to be sold, transferred, assigned, conveyed and delivered,
      to Purchaser, and Purchaser will purchase from Sellers, and acquire good and
      valid title to, free and clear of all Encumbrances (other than Permitted
      Encumbrances), in the manner and in the sequence set forth on Exhibit 2.1(a),
      all of the following (collectively, the “Acquired
      Assets”):

     

    (i)  all
      of the issued and outstanding shares of capital stock of Brink (the
“Brink
      Netherlands Shares”);

     

    (ii)  all
      of the assets (real and personal, tangible and intangible, of any nature
      whatsoever) owned by
      Valley
      as of the Closing Date (the “Valley
      Assets”);

     

    (iii)  all
      of the issued and outstanding shares of capital stock of AAS
      (the “AAS
      Shares”);
      and

     

    (iv)  to
      the extent not transferred to Purchaser directly or indirectly through the
      transfers of the Acquired Assets described in the preceding clauses (i),
      (ii) and (iii), all Acquired
      Contracts (subject to Section 5.9), Acquired
      Intangibles, Acquired Intellectual Property (subject to Section 5.9),
      Acquired Permits, Acquired Records (except (x) with respect to any such
      Acquired Record that is necessary for the operation of the Retained Businesses
      substantially as presently conducted or expressly required by Law to be retained
      by a Seller, in which case Seller may retain a copy of such Acquired Record,
      and
      (y) to the extent prohibited by Law), Inventory, Real Property and Tangible
      Property.

     

    
      
         

      

      
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    (b)  The
      assets described in Exhibit 2.1(b),
      and, if and to the extent requested by Purchaser, other assets of the
Acquired
      Business
      identified by Purchaser prior to the Closing (which
      may include the equity securities of Sold Subsidiaries other than Brink and
      AAS)
      shall be separately transferred to Purchaser or its designee as reasonably
      requested
      by Purchaser, and if and to the extent Purchaser so requests, such transfers
      shall occur before or after the other transfers
      of Acquired Assets
      provided for herein on the Closing Date, but in each case subject to the
      substantially contemporaneous completion of all other transfers on the Closing
      Date; provided,
      however,
      that any asset or equity securities so transferred that are not listed on
Exhibit 2.1(b)
      shall only be transferred to Purchaser if such transfer would not result in
      Sellers or any of Sellers’ Affiliates incurring any additional Tax, either
      currently or in the future.

     

    Section
      2.2.  Excluded
      Assets.
      Notwithstanding any provision of this Agreement to the contrary, Purchaser
      shall
      not acquire and there shall be excluded from the Acquired Assets, each of the
      assets set forth in Exhibit 2.2
      (the “Excluded
      Assets”).

     

    Section
      2.3.  Assumed
      Liabilities.

     

    (a)  Purchaser
      agrees that, on the Closing Date, Purchaser will assume and thereafter pay,
      perform or discharge, as the case may be, except to the extent being contested
      in good faith, the following Liabilities (collectively, the “Assumed
      Liabilities”):

     

    (i)  all
      Liabilities that (A) immediately before the Closing were Liabilities of
      Valley, (B) are due to be performed from and after the Closing Date and
      (C) are within one of the categories identified on Schedule 2.3(a)(i),
      and were incurred by Valley in the ordinary course of its business; provided,
      that Assumed Liabilities shall not include (x) any Indebtedness or
      (y) any Liabilities that are subject to indemnification by Sellers pursuant
      to Section 8.2(g);

     

    (ii)  all
      Liabilities related to any Assumed Plan;

     

    (iii)  Taxes that
      are not Excluded Liabilities and are (A) Taxes allocated to Purchaser pursuant
      to Section 5.7 (transfer taxes) and (B) with respect to a Sold Subsidiary,
      the Acquired Business or any of the Acquired Assets due on or after the Closing
      Date (subject, however, to the Purchaser Indemnified Parties’ right to
      indemnification under Section 8.2); and

     

    (iv)  all
      Liability for Losses resulting from Undisclosed Pre-Closing Valley Product
      Related Liabilities (subject, however, to the Purchaser Indemnified Parties’
right to indemnification under Section 8.2).

     

    (b)  In
      the event of any claim against Purchaser with respect to any Assumed Liability,
      Purchaser shall have, and Sellers hereby assign to Purchaser to the extent
      that
      the Seller has the right to make such an assignment, any defense, counterclaim
      or right of setoff that would have been available to any Seller, any Sold
      Subsidiary or the Acquired
      Business
      if such claim had been asserted against any Seller, any Sold Subsidiary or
      the
      Acquired
      Business, but only to the extent such defense, counterclaim or right of setoff
      relates primarily to such Assumed Liability. The assumption by Purchaser of
      the
      Assumed Liabilities and the transfer of the Assumed Liabilities by Sellers
      shall
      in no way expand the rights or remedies of any Person against Purchaser or
      Sellers or their respective officers, directors, employees, stockholders and
      advisors as compared to the rights and remedies that such Person would have
      had
      against such parties had Purchaser not assumed the Assumed Liabilities. Without
      limiting the generality of the foregoing, the assumption by Purchaser of the
      Assumed Liabilities shall not create any third-party beneficiary rights, except
      as expressly contemplated hereby.

     

    
      
         

      

      
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    (c)  From
      and after the Closing, Purchaser shall (or shall cause one or more of their
      respective Affiliates to) pay, perform or discharge when due or required to
      be
      performed or discharged, or contest in good faith, the Assumed
      Liabilities.

     

    Section
      2.4.  Excluded
      Liabilities.
      Notwithstanding any provision of this Agreement to the contrary (and without
      implication that Purchaser is assuming any Liability of any Seller (other than
      Valley) or the Acquired
      Business
      or any Liability related to any of the Acquired Assets not expressly excluded),
      Purchaser is not assuming and shall not be required to pay, perform or discharge
      any Liabilities that are not specifically included in the Assumed Liabilities
      (together with the Liabilities described below in this Section, the
“Excluded
      Liabilities”).
      The Liabilities of the Acquired Business, other than those Excluded Liabilities
      enumerated below, shall continue to be the sole responsibility of the Acquired
      Business and the Purchaser’s sole recourse against the Sellers in respect of
      such Liabilities shall be under Article VIII. Sellers and AAHC shall (or
      shall cause one or more of their respective Affiliates to) pay, perform or
      discharge when due or required to be performed or discharged, or contest in
      good
      faith, the Excluded Liabilities. The undertaking by the Sellers in the
      immediately preceding sentence shall in no way expand the rights or remedies
      of
      any Person against Purchaser or Sellers or their respective officers, directors,
      employees, stockholders and advisors as compared to the rights and remedies
      that
      such Person would have had against such parties had the Sellers not made such
      undertaking. Without limiting the generality of the foregoing, such undertaking
      by the Sellers shall not create any third-party beneficiary rights, except
      as
      expressly contemplated hereby. The Excluded Liabilities are:

     

    (a)  all
      Liabilities relating to or incurred in connection with the Excluded
      Assets;

     

    (b)  all
      Liabilities of Sellers or any of their Affiliates (including the Sold
      Subsidiaries) under the 2003 Purchase Agreement;

     

    (c)  all
      legal, accounting, brokerage, investment banking and finders’ fees or other fees
      and expenses incurred by or on behalf of Sellers or any of their Affiliates
      in
      connection with this Agreement and the transactions contemplated
      hereby;

     

    (d)  all
      Liabilities attributable to the Retained Businesses to the extent such
      Liabilities are not also attributable to the Acquired Business;

     

    (e)  all
      Liabilities of Valley that are not Assumed Liabilities; and

     

    (f)  (i)
      all Liabilities for Taxes of any Seller or any Affiliate of a Seller (other
      than
      Taxes of a Sold Subsidiary (A) imposed on a separate return basis, (B) imposed
      in respect of a consolidated or other Tax group that includes only two or more
      Sold Subsidiaries, (C) imposed with respect to any period that begins after
      the
      Closing Date, or (D) that is allocated to Purchaser pursuant to Section
      7.1(b)(ii)), including Taxes imposed in respect of consolidated or other tax
      groups of which a Seller or a Seller’s direct or indirect controlling Person is
      the parent, and also, for the avoidance of doubt, including all Deal-Related
      Taxes, (ii) all Stub Period Taxes and (iii) Straddle Period Taxes allocable
      to
      Sellers pursuant to Section 7.1(b)(ii); provided,
      however,
      if any of the foregoing Liabilities relate to transfer taxes described in
      Section 5.7, such transfer taxes shall only be an Excluded Liability to the
      extent Sellers are responsible for payment of such transfer taxes pursuant
      to
      Section 5.7.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    Section
      2.5.  Purchase
      Price.

     

    (a)  Subject
      to any adjustments required pursuant to Section 2.10, the aggregate
      purchase price (the “Purchase
      Price”)
      for the Acquired Assets is (i) the Cash Consideration, plus (ii) the
      assumption by Purchaser of the Assumed Liabilities.

     

    (b)  AAHC
      shall deliver to Purchaser not less than five (5) Business Days before the
      Closing a certificate executed and delivered by the Chief Financial Officer
      of
      AAHC setting forth the Estimated Closing Indebtedness, the Estimated Working
      Capital and the Estimated Working Capital Differential.

     

    (c)  The
      Purchase Price shall be allocated among the Brink Netherlands Shares, the Valley
      Assets (in the aggregate) and the AAS Shares as of the Closing Date in
      accordance with applicable Tax Law and consistently with Exhibit 2.5,
      and the statement setting forth the allocation of the Purchase Price, as finally
      determined under this Section 2.5, shall be consistent with such law and
      exhibit. Within thirty (30) days prior to the Closing Date, Purchaser shall
      provide to Sellers a schedule (the “Allocation
      Statement”)
      with the proposed allocation of the Purchase Price amongst all assets directly
      or indirectly acquired through Purchaser’s acquisition of the Acquired Assets,
      which shall be consistent with the allocation reflected in Exhibit 2.5.
      Within twenty (20) days after the receipt of such Allocation Statement,
      Sellers shall propose to Purchaser in writing any changes to such Allocation
      Statement (and in the event no such changes are proposed in writing to Purchaser
      within such time period, Sellers will be deemed to have agreed to, and accepted,
      the Allocation Statement). Purchaser and Sellers shall endeavor in good faith
      to
      resolve any differences with respect to the Allocation Statement within five
      days after Purchaser’s receipt of written notice of changes from
      Sellers.

     

    (d)  If
      Sellers withhold their consent to the allocation reflected in the Allocation
      Statement, and Purchaser and Sellers have acted in good faith to resolve any
      differences with respect to items on the Allocation Statement and thereafter
      are
      unable resolve any differences that, in the aggregate, are material in relation
      to the Purchase Price, then any remaining disputed matters will be finally
      and
      conclusively determined by an accounting firm of recognized international
      standing (the “Allocation
      Arbiter”)
      selected by Purchaser and Sellers, which firm shall not be the regular
      accounting firm of the Purchaser, any Seller, or their respective Affiliates.
      The costs of the Allocation Arbiter shall be borne equally by Sellers and
      Purchaser. Promptly, but not later than 15 days after its acceptance of
      appointment hereunder, the Allocation Arbiter will determine only those matters
      in dispute and will revise the Allocation Statement in accordance with such
      determination, and such determination and the Allocation Statement as so revised
      shall be final and binding upon the parties. Notwithstanding the foregoing
      provisions of Section 2.5(c) and this Section 2.5(d), if an allocation
      of Purchase Price to particular Acquired Assets is required under applicable
      Law
      (for example, for purposes of determining a Transfer Tax) prior to the time
      the
      Allocation Statement would otherwise become final and binding under this
      Section 2.5, then Sellers and Purchaser shall agree on the allocation to
      such Acquired Assets at least 5 days prior to the date by which such
      allocation is required by Law to be made and (except to the extent that
      applicable Law permits the later revision of such allocation) the Allocation
      Statement shall be completed in a manner consistent with such allocation.
      Purchaser and Sellers shall, subject to the requirements of any applicable
      Tax
      Law or election, file all Tax Returns and reports consistent with the Allocation
      Statement as finally determined under this Section 2.5.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    (e)  Notwithstanding
      any provision in this Agreement to the contrary, Purchaser shall be entitled
      to
      deduct and withhold from the amounts payable to Sellers hereunder any amounts
      that it is required to deduct and withhold under applicable Law; provided,
      that the Purchaser and Sellers shall use reasonable efforts to agree on or
      before the Closing on any amounts required to be so deducted and withheld.
      Any
      amounts so deducted and withheld shall be considered for all purposes of this
      Agreement to have been paid by Purchaser to Sellers.

     

    Section
      2.6.  [Reserved].

     

    Section
      2.7.  Closing.
      The Closing shall be held at the offices of Clifford Chance US LLP, 31 West
      52nd Street, New York, New York 10019, at 10:00 a.m. local time, on
      the fifth Business Day following the satisfaction or waiver of all conditions
      set forth in Article VI (other than conditions that, by their nature, are
      to be satisfied at the Closing, but subject to the satisfaction or waiver of
      those conditions) or at such other time or place as Purchaser and Sellers
      mutually agree.

     

    Section
      2.8.  Closing
      Deliveries by Purchaser.
      At the Closing, Purchaser will transfer to the depositary for the OpCo Tender,
      funds in an amount equal to the Aggregate OpCo Note Tender Price, and will
      deliver or cause to be delivered to Sellers:

     

    (a)  An
      amount in cash equal to the Closing Cash Payment, by wire transfer of
      immediately available funds to such account as Sellers may direct by written
      notice to Purchaser given at least three Business Days before the
      Closing;

     

    (b)  To
      the extent the 2006 Tax Refund has not been received by Sellers or any of their
      Affiliates or disallowed prior to the Closing, an amount in cash, denominated
      in
      Euros, equal to the 2006 Tax Refund Amount, by wire transfer of immediately
      available funds to the Escrow Agent to be held in accordance with the Tax Escrow
      Agreement;

     

    (c)  A
      duly executed counterpart of the Escrow Agreement;

     

    (d)  A
      duly executed counterpart of the Transitional Services Agreement;

     

    (e)  A
      duly acknowledged counterpart of the Patent Assignment;

     

    (f)  A
      duly executed counterpart of the Patent Cross-License Agreement;

     

    (g)  A
      duly acknowledged counterpart of the Trademark Assignment; 

     

    
      
         

      

      
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    (h)  A
      duly executed counterpart of the Trademark License Agreement; and

     

    (i)  To
      the extent the amount described in paragraph (b) above is required to be
      delivered, a duly executed counterpart of the Tax Escrow Agreement.

     

    Section
      2.9.  Closing
      Deliveries by Sellers.
      At the Closing, Sellers will transfer to the depositary for the HoldCo Tender,
      funds in an amount equal to the aggregate purchase price payable for the HoldCo
      Notes that are tendered and accepted for payment pursuant to the HoldCo Tender,
      and deliver or cause to be delivered to Purchaser:

     

    (a)  Original
      certificates representing all of the AAS Shares, in proper form for transfer,
      together with original, duly executed stock powers, and original certificates
      representing all of the issued and outstanding shares in the capital of SR
      Canada in the name of AAS;

     

    (b)  With
      respect to the Brink Netherlands Shares, an executed notarial deed of transfer
      for such shares, such deed to have been executed before a civil law notary
      (notaris) in The Netherlands, and the original shareholders register of Brink
      reflecting the transfer of the Brink Netherlands Shares to
      Purchaser;

     

    (c)  A
      duly executed original copy of a Bill of Sale in
      customary form reasonably satisfactory to the parties hereto (the
      “Bill
      of Sale”);

     

    (d)  A
      duly executed counterpart of the Escrow Agreement;

     

    (e)  A
      letter of credit issued in the name of Mellon Investor Services LLC, as escrow
      agent (the “Escrow
      Agent”),
      in form and substance satisfactory to Purchaser by a bank, bank and trust
      company or national banking association satisfactory to Purchaser pursuant
      to an
      escrow agreement to be entered into on the Closing Date by CHAAS, on behalf
      of
      Sellers, Purchaser and the Escrow Agent substantially in the form of
Exhibit 2.9(e)
      (the “Escrow
      Agreement”);

     

    (f)  Duly
      executed releases in forms provided by Purchaser and reasonably acceptable
      to
      Sellers, of any and all claims and Liabilities that otherwise might be asserted
      by any Seller or any Affiliate of any Seller (i) against any Sold
      Subsidiary or the Acquired Business or (ii) against Purchaser or any of its
      Affiliates solely in respect of any Liability owed by Valley or any of the
      Sold
      Subsidiaries to any Seller or any Affiliate of any Seller, except in the case
      of
      clauses (i) and (ii) above for (x) Assumed Liabilities,
      (y) Liabilities owed solely by one Sold Subsidiary to another Sold
      Subsidiary and (z) Liabilities provided for in, or arising under, this
      Agreement or the Transaction Documents;

     

    (g)  Except
      as otherwise requested in writing by Purchaser, the duly executed resignations
      (effective as of the Closing) of all the directors of the Sold Subsidiaries
      from
      their positions as such directors;

     

    (h)  A
      duly executed counterpart of the Transitional Services Agreement;

     

    (i)  A
      duly executed counterpart of the Patent Assignment;

     

    
      
         

      

      
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    (j)  A
      duly executed counterpart of the Patent Cross-License Agreement;

     

    (k)  A
      duly executed counterpart of the Trademark Assignment;

     

    (l)  A
      duly executed counterpart of the Trademark License Agreement; 

     

    (m)  To
      the extent the amount described in Section 2.8(b) above is required to be
      delivered, a duly executed counterpart of the Tax Escrow Agreement;
      and

     

    (n)  Such
      further instruments and documents as may be required to perform the obligations
      of Sellers or
      Purchaser pursuant
      to this Agreement or as reasonably may be requested by Purchaser or
      Sellers in
      connection with the transactions contemplated
      hereby or to complete the transfer of the Acquired Assets and the Acquired
      Business
      to or
      the assumption of the Assumed Liabilities by Purchaser,
      including (i) Foreign Implementing Agreements, (ii) quitclaim deeds or
      deeds of transfer with respect to the Owned Real Property being transferred
      to
      Purchaser by Sellers in insurable and recordable form for the applicable
      jurisdiction, (iii) executed real property transfer tax forms, certificates
      and/or any other document or instrument required by any Governmental Authority
      to transfer or convey the Real Property or to record any deed or assignment
      of
      any Real Property Lease and (iv) good,
      sufficient instruments of assignment with respect to the Intellectual Property
      being transferred by any Seller to Purchaser in recordable form, endorsements,
      consents, assignments and other good and sufficient instruments of conveyance
      and assignment necessary or appropriate to vest in Purchaser all right, title
      and interest in, to and under the Acquired Assets.
      Also
      at the Closing, or as promptly thereafter as possible, with respect to each
      Sold
      Subsidiary as to which directors or other nominees of any Seller or any
      Affiliate of a Seller owns shares of capital stock or other equity securities
      for the purpose of satisfying any requirement of Law (“Nominee
      Shares”),
      Sellers shall take or cause to be taken all necessary appropriate steps to
      effect the transfer of the Nominee Shares to new directors or other nominees
      designated by Purchaser.

     

    Section
      2.10.  Closing
      Balance
      Sheet.

     

    (a)  As
      promptly as practicable following the Closing Date, but in no event more than
      90 days following the Closing Date, Purchaser will prepare and deliver to
      Sellers a pro forma balance sheet of the Acquired Business as of the Closing
      Date (the “Closing
      Date Balance Sheet”)
      setting forth the assets and liabilities that were transferred to Purchaser
      directly or indirectly at the Closing. Except as set forth in Exhibit 2.10,
      the Closing Date Balance Sheet shall be prepared in accordance with GAAP applied
      on a basis consistent with the preparation of the Balance Sheets (but if any
      accounting convention used in the preparation of the Balance Sheets is
      inconsistent with GAAP, GAAP shall prevail), as if the Closing Date were the
      end
      of a fiscal year and as if the Closing Date Balance Sheet were the balance
      sheet
      of a Person whose only assets and liabilities were the assets and liabilities
      that were transferred to Purchaser directly or indirectly at the Closing. The
      Closing Date Balance Sheet shall be accompanied by a calculation of the Closing
      Date Working Capital (the “Statement
      of Working Capital”)
      and a calculation of the Closing Date Indebtedness (the “Statement
      of Indebtedness”).
      For this purpose, (i) “Closing
      Date Working Capital”
      shall be calculated in accordance with Exhibit 2.10
      and (ii) “Closing
      Date Indebtedness”
      means (x) the OpCo Note Balance plus (y) the aggregate outstanding
      balance immediately following the Closing of all other Indebtedness of the
      Sold
      Subsidiaries and of all other Indebtedness included in the Assumed
      Liabilities.

     

    
      
         

      

      
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    (b)  Unless
      within 30 days after delivery of the Closing Date Balance Sheet, the
      Statement of Working Capital and the Statement of Indebtedness, Sellers shall
      deliver to Purchaser a notice setting forth, in reasonable detail, any good
      faith dispute as to the Closing Date Balance Sheet (solely as it relates to
      the
      preparation of the Statement of Working Capital or the Statement of
      Indebtedness), the Statement of Working Capital or the Statement of
      Indebtedness, specifying the items and amounts that are disputed and the basis
      for such dispute (a “Dispute
      Notice”),
      the Closing Date Balance Sheet, the Statement of Working Capital and the
      Statement of Indebtedness shall be deemed accepted by Sellers and shall be
      final
      and binding. Sellers and their authorized representatives shall have reasonable
      access, upon reasonable advance notice and during normal business hours, to
      all
      relevant books and records and employees of Purchaser and its Subsidiaries
      to
      the extent reasonably necessary to complete their review of the Statement of
      Indebtedness; provided,
      that such access shall not unreasonably interfere with the operation of
      Purchaser’s and its Subsidiaries’ business.

     

    (c)  For
      15 days after Purchaser’s receipt of a Dispute Notice, the parties shall
      endeavor in good faith to resolve by mutual agreement all matters in the Dispute
      Notice. If the parties are unable to resolve any matter in the Dispute Notice
      within such 15-day period, Purchaser and Sellers shall engage an accounting
      firm
      of recognized international standing (the “Reviewing
      Accountant”)
      selected by Purchaser and Sellers, which firm shall not be the regular
      accounting firm of the Purchaser, any Seller, or their respective Affiliates
      (if
      such accounting firm is unable or unwilling to serve as the Reviewing
      Accountant, the parties shall, within 15 days after the end of such 15-day
      period, agree on an alternate independent accounting firm or have such selection
      made pursuant to the rules of the American Arbitration Association to resolve
      the remaining disputes and such firm shall be the “Reviewing
      Accountant”
      for all purposes of this Agreement). Purchaser, on the one hand, and Sellers,
      on
      the other hand, will each pay one-half of the fees and expenses of the Reviewing
      Accountant.

     

    (d)  Purchaser
      and Sellers shall instruct the Reviewing Accountant to resolve the disputed
      matters as promptly as practicable. The parties shall cooperate with each other
      and the Reviewing Accountant in connection with the matters set forth in this
      Section 2.10, including by furnishing such information as may be reasonably
      requested. Each party shall afford the other parties the opportunity to
      participate in all communications with the Reviewing Accountants. The
      determination of the Reviewing Accountant shall be final and binding and no
      party shall seek recourse to courts, other tribunals or otherwise, other than
      to
      collect any amounts due under this Section 2.10. Judgment may be entered to
      enforce the Reviewing Accountants’ determination in any court having
      jurisdiction over the party against which such determination is to be
      enforced.

     

    (e)  If
      the sum of the Closing Date Indebtedness Differential and the Closing Date
      Working Capital Differential (the “Aggregate
      Final Adjustment”)
      is a positive number, Sellers shall pay that amount to Purchaser. If the
      Aggregate Final Adjustment is a negative number, Purchaser shall pay to Sellers
      an amount equal to the amount by which the Aggregate Final Adjustment is less
      than zero. All payments under this Section 2.10 shall be made by wire
      transfer of immediately available funds and shall be accompanied by interest
      at
      a fixed annual rate equal to 100 basis points over the “Prime Rate” as reported
      in The Wall Street Journal as in effect from time to time and shall be
      calculated on the basis of the actual days elapsed between the Closing Date
      and
      the payment date based on a 365-day year.

     

    
      
         

      

      
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    ARTICLE
      III  

     

    REPRESENTATIONS
      AND WARRANTIES OF SELLERS

     

    Sellers
      jointly and severally represent and warrant to Purchaser that, except as set
      forth in the disclosure schedule delivered by Sellers to Purchaser prior to
      the
      execution and delivery of this Agreement,
      which identifies exceptions only by the specific Section or subsection to which
      each entry relates (the “Seller
      Disclosure Schedule”):

     

    Section
      3.1.  Organization
      and Qualification.

     

    (a)  Section 3.1(a)
      of the Seller Disclosure Schedule
      correctly sets forth the name and jurisdiction of organization of each Seller
      and each Sold Subsidiary. Each Seller and each Sold Subsidiary is a corporation
      or other entity, as described in Section 3.1(a)
      of the Seller Disclosure Schedule,
      that is duly organized, validly existing and, insofar as the applicable Law
      in
      the relevant jurisdiction recognizes such a concept, in good standing under
      the
      Laws of its respective jurisdiction of organization, and each has all requisite
      power and authority to own, license, use, lease and operate its assets and
      properties (including the Acquired Assets) and to carry on the
      Acquired
      Business
      as it is now being conducted.

     

    (b)  No
      Seller and none of the Sold Subsidiaries is the subject of an insolvency or
      bankruptcy proceeding, and no action or proceeding for the liquidation or
      dissolution of any of them is pending, and no corporate action has been taken
      in
      contemplation of such action or proceeding, other than as expressly required
      by
      this Agreement.

     

    (c)  Section 3.1(c)
      of the Seller Disclosure Schedule
      sets forth for each Sold Subsidiary the authorized capital of that Sold
      Subsidiary and the number of shares of each class of equity security that have
      been issued by the Sold Subsidiary and are outstanding (the “Sold
      Subsidiary Shares”).
      All of the Sold Subsidiary Shares are (i) validly issued and
      outstanding,
      fully paid and non-assessable
      and (ii) not subject to, nor were they issued in violation of, any
      preemptive rights. All of the issued and outstanding shares of the Sold
      Subsidiaries are owned, of record and beneficially, by the respective Persons
      and in the respective amounts set forth on Section 3.1(c)
      of the Seller Disclosure Schedule,
      free and clear of all Encumbrances. At the Closing, Sellers will convey (or
      cause to be conveyed) to Purchaser or its designee good and marketable title
      to
      the Brink Netherlands Shares and the AAS Shares, in each case free and clear
      of
      all Encumbrances. No
      Sold Subsidiary owns any equity security of any other Person that is not a
      Sold
      Subsidiary.

     

    (d)  There
      are no outstanding warrants, options, agreements, subscriptions, convertible
      or
      exchangeable securities or other commitments pursuant to which any Seller,
      any
      of the Sold Subsidiaries or any other Affiliate of any Seller is or may become
      obligated to: (i) issue, sell, purchase, return or redeem any shares of
      capital stock or other securities of any Sold Subsidiary (and no equity
      securities of any of the Sold Subsidiaries are reserved for issuance for any
      purpose); (ii) repurchase or redeem any equity security of Valley or any
      Sold Subsidiary; (iii) grant the right to vote any equity security of
      Valley or any Sold Subsidiary to any other Persons; or (iv) make any
      payment or other transfer of value pursuant to any earn-out, deferred or
      contingent payment or similar arrangement. Complete and correct copies of each
      instrument evidencing each warrant, option or other commitment disclosed against
      the preceding sentence have been made
      available
      by Sellers to Purchasers.

     

    
      
         

      

      
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    Section
      3.2.  Authority;
      Non-Contravention; Approvals.

     

    (a)  Each
      Seller has all requisite power and authority to execute and deliver this
      Agreement and the Transaction Documents to which it is a party and to perform
      the transactions contemplated by this Agreement and the Transaction Documents.
      The execution and delivery of this Agreement and the Transaction Documents
      and
      the performance by each Seller of the transactions contemplated by this
      Agreement and the Transaction Documents have been approved by the board of
      directors (or equivalent body) of each Seller and by the shareholders (or the
      equivalent) of each Seller and no other corporate or other proceeding on the
      part of any Seller is necessary to authorize the execution and delivery of
      this
      Agreement and the Transaction Documents by each Seller or the performance by
      each Seller of the transactions contemplated by this Agreement and the
      Transaction Documents. This Agreement has been, and upon their execution each
      of
      the Transaction Documents will be, duly executed and delivered by each Seller
      that is named as a party and, assuming the due authorization, execution and
      delivery of this Agreement and the Transaction Documents by Purchaser,
      constitutes, and upon their execution the Transaction Documents will constitute,
      valid and binding obligations of each Seller that is named as a party,
      enforceable against such Seller in accordance with their respective terms,
      except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or other similar Laws affecting the
      enforcement of creditors’ rights generally, and general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      Law
      or equity).

     

    (b)  The
      execution and delivery by Sellers of this Agreement and the Transaction
      Documents and the performance of the transactions contemplated by this Agreement
      and the Transaction Documents do not and will not (i) conflict with or
      result in a breach of any provision of the respective certificates of
      incorporation or bylaws (or equivalent organizational documents) of any Seller
      or any Sold Subsidiary; (ii) result in a violation or breach of or
      constitute a default (or an event which, with or without notice or lapse of
      time
      or both, would constitute a default) under, or result in the termination,
      modification or cancellation of, or the loss of a benefit under or accelerate
      the performance required by, or result in a right of termination, modification,
      cancellation or acceleration under the terms, conditions or provisions of any
      contract or other instrument of any kind to which any Seller or any Sold
      Subsidiary is now a party or by which any Seller, any Sold Subsidiary, the
      Acquired
      Business
      or any of the Acquired Assets or Assumed Liabilities may be bound or affected;
      or (iii) violate any order, writ, injunction, decree, statute, treaty, rule
      or regulation applicable to any Seller, any Sold Subsidiary, the
      Acquired
      Business, the Acquired Assets or the Assumed Liabilities other than, in the
      case
      of clauses (ii) and (iii) above, as would not reasonably be expected to
      have a Business Material Adverse Effect.

     

    
      
         

      

      
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    (c)  Except
      for the competition Law filings and for matters listed in Section 3.2(c)
      of the Seller Disclosure Schedule,
      no declaration, filing or registration with, or notice to, or authorization,
      consent, order or approval of, any Governmental Authority or
      other Person is required to be obtained or made in connection with or as a
      result of the execution and delivery of this Agreement and the Transaction
      Documents by Sellers or the performance by Sellers of the transactions
      contemplated by this Agreement and the Transaction Documents.

     

    Section
      3.3.  Financial
      Statements; Other Financial Data.

     

    (a)  Section 3.3(a)
      of the Seller Disclosure Schedule
      sets forth the unaudited balance sheets of each of Brink, Valley and SR Canada
      at December 31, 2005, 2004 and 2003 (the "Year-End
      Financial Statements")
      and the related statements of the results of operations and cash flows for
      the
      periods then ended. The Year-End Financial Statements were utilized in the
      audited consolidated financial statements (the "Audited
      Financial Statements")
      of AAHC and/or CHAAS and their subsidiaries at and for the corresponding dates
      and periods. The Year-End Financial Statements were prepared materially in
      accordance with GAAP on a basis consistent with prior periods and fairly present
      the financial position and results of operations and cash flows of the Acquired
      Business, Brink, Valley and SR Canada, as applicable, at dates and for the
      periods presented. The Year-End Financial Statements have been presented in
      US
      Dollars. With respect to Brink and SR Canada, they have also been reflected
      in
      Euros and Canadian Dollars respectively.

     

    (b)  Sellers
      have made
      available
      to Purchaser true and complete copies of all management letters and
      other correspondence received from their independent auditors since
      January 1, 2004 relating to the Audited Financial Statements and accounting
      controls to the extent relating to the
      Acquired
      Business.

     

    (c)  Section 3.3(c)
      of the Seller Disclosure Schedule
      accurately sets forth (i) the capital expenditures of Valley and the Sold
      Subsidiaries for the years ended December 31, 2004 and December 31,
      2005; (ii) the capital expenditure commitments of Valley and the Sold
      Subsidiaries outstanding at the date of this Agreement; and
      (iii) a
      reconciliation of the capital expenditures and commitments described in
      clauses (i) and (ii) and the capital expenditure budgets for the
Acquired
      Business
      that were in effect on January 1, 2004 and January 1,
      2005.

     

    (d)  The
      Sellers have made available to Purchaser and its Representatives certain data
      used in connection with the calculation of the Target Working Capital and the
      preparation of Exhibit 2.10
      (the “Working
      Capital Data”).
      The Working Capital Data was derived from unaudited balance sheet data of Brink,
      Valley and SR Canada included in the books and records of such companies
      prepared on a consistent basis.

     

    Section
      3.4.  Absence
      of Undisclosed Liabilities.
      There are no Liabilities relating to the Acquired
      Business
      of any nature, whether accrued, contingent or otherwise and whether
      or not required by GAAP to
      be reflected on a balance sheet, except
      for Liabilities (a) reflected in the Balance Sheets or (b) that were
      incurred since the date of the Balance Sheets and were normal and recurring
      expenses incurred in the ordinary course of business that have not had
      (and
      could not reasonably be expected to have) a Business Material Adverse
      Effect.

     

    
      
         

      

      
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    Section
      3.5.  Absence
      of Certain Changes or Events.
      Since the date of the Balance Sheets (a) the
      Acquired Business
      has not experienced
      any event, circumstance, change or effect that has had or reasonably could
      be
      expected to have a Business Material Adverse Effect; (b) the
      Acquired
      Business has been conducted only in the ordinary course; and (c) through
      the date hereof, there has been no action or failure to act that after the
      date
      of this Agreement would be in violation of the prohibitions of the third
      sentence of Section 5.1 of this Agreement.

     

    Section
      3.6.  Books
      and Records.
      The minute books and other similar records of Sellers and the Sold Subsidiaries
      as made available to Purchaser before the execution of this Agreement contain
      a
      true and complete record, in all material respects, of all actions taken at
      all
      meetings and by written consents in lieu of meetings of the boards of directors
      (or equivalent bodies) and committees of the boards of directors (or equivalent
      bodies) of Sellers and the Sold Subsidiaries to the extent relating to
      the
      Acquired
      Business.
      The accounting records of, and records of the issuance and transfer of equity
      interests in, Valley and the Sold Subsidiaries as made available to Purchaser
      before the execution and delivery of this Agreement contain a true and complete
      record, in all material respects, of the transactions to which they
      relate.

     

    Section
      3.7.  Tax
      Matters.

     

    (a)  All
      Tax Returns required to be filed with any Tax authority by or on behalf of
      any
      Seller or Sold Subsidiary (including in respect of any consolidated, combined,
      unitary or other Tax group that includes a Seller or Sold Subsidiary), have
      been
      timely filed in accordance with applicable Law, and all such Tax Returns were
      correct and complete in all material respects. All Taxes (whether or not shown
      as due and payable on such Tax Returns) payable by or on behalf of any Seller
      or
      Sold Subsidiary have been timely paid to the appropriate Tax
      authority.

     

    (b)  All
      Tax Returns filed with Governmental Authorities in France, Italy, the
      Netherlands, Sweden or the United States with respect to income, franchise,
      value-added and payroll Taxes for Tax years of the Sellers and Sold Subsidiaries
      through the Tax years ended on the dates set forth on Section 3.7(b)
      of the Seller Disclosure Schedule
      have been examined and closed or are Tax Returns with respect to which the
      applicable period for assessment under applicable Law, after giving effect
      to
      extensions or waivers, has expired. No Seller or Sold Subsidiary has requested
      an extension of time to file a Tax Return and not yet filed such return. No
      audit or other administrative proceeding is pending or, to the knowledge of
      Sellers, threatened and no judicial proceeding is pending or, to the knowledge
      of Sellers, threatened, that involves any Tax or Tax Return filed or paid by
      or
      on behalf of a Seller or a Sold Subsidiary.

     

    (c)  Section 3.7(c)
      of the Seller Disclosure Schedule
      sets forth all agreements, rulings, Tax holidays, consents and clearances
      relating to Taxes requested or received from, or granted by, a Tax authority
      with respect to any Seller or Sold Subsidiary. All conditions of each such
      agreement, ruling, Tax holiday, consent or clearance that was so received or
      granted have been satisfied and will continue to be satisfied through the
      Closing and will not be breached by reason of the completion of any of the
      transactions contemplated by this Agreement.

     

    (d)  No
      Sold Subsidiary is subject to any obligation to pay, or any liability in respect
      of, Taxes of another Person, as a result of being a member of any consolidated,
      combined, unitary or other Tax group or as a transferee or successor. No
      Acquired Asset is subject to any Encumbrance in respect of a Tax other than
      a
      Permitted Encumbrance.

     

    
      
         

      

      
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    (e)  Each
      Seller and Sold Subsidiary has withheld and paid to the appropriate Tax
      authority all Taxes required to have been withheld and paid in connection with
      amounts paid or owing to any employee, independent contractor, creditor,
      stockholder or other third party. Each Seller and Sold Subsidiary has charged,
      collected and remitted on a timely basis all Taxes as required by applicable
      Law
      (including Part IX of the Excise Tax Act (Canada) or the retail sales tax
      legislation of any province of Canada) on any sale, supply or delivery
      whatsoever, made by such Seller or Sold Subsidiary.

     

    (f)  No
      Sold Subsidiary is a party to any “reportable transaction” within the meaning of
      Treasury Regulation Section 1.6011-4(b)(2).

     

    (g)  During
      the five-year period ending on the date hereof, no Seller or Sold Subsidiary
      was
      a distributing corporation or a controlled corporation in a transaction intended
      to be governed by Section 355 of the Code.

     

    (h)  No
      Sold Subsidiary is required to take into account any adjustment under
      Section 481 of the Code by reason of a change in accounting
      method.

     

    (i)  No
      loss carryforward of the Dutch, French, Italian and Swedish Sold Subsidiaries
      is
      currently subject to a limitation under applicable Law.

     

    (j)  No
      election has been made under Treasury Regulations Section 301.7701-3 or any
      similar provision with respect to any Sold Subsidiary except in connection
      with
      the Restructuring as set forth on Exhibit
      5.4.

     

    (k)  None
      of the assets of AAS or Valley are (i) tax exempt use property under
      Section 168(h) of the Code; (ii) tax-exempt bond financed property
      under Section 168(g) of the Code; or (iii) treated as owned by any
      other person under Section 168 of the Code.

     

    (l)  None
      of Brink, Brink International B.V. and CHAAS Holdings II B.V. has tainted
      (share) capital (besmet
      fusie aandelenkapitaal en/of agio)
      by reason of Article 3a of the Dutch Dividend Tax Act 1965 (Wet
      op de dividendbelasting 1965).

     

    (m)  None
      of Sellers and the Sold Subsidiaries is a real estate investment company within
      the meaning of Article 4 of the Dutch Legal Transfer Act 1970.

     

    (n)  Neither
      any Seller nor any Sold Subsidiary has taken any action in respect of which
      any
      material consent or clearance from any Tax authority was required except where
      such consent or clearance was validly obtained and where any conditions relating
      thereto were and will up to the Closing Date, continue to be met and where
      nothing to be done pursuant to this Agreement will constitute a breach
      thereof.

     

    (o)  Neither
      any Seller nor any Sold Subsidiary has entered into or been a party to or
      otherwise been involved in any scheme or arrangement designed wholly or mainly
      for the purposes of avoiding Tax in violation of applicable Law.

     

    
      
         

      

      
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    (p)  All
      material documents, the enforcement of which a Seller or Sold Subsidiary is
      interested, have been duly stamped and all such duty, interest and penalties
      have been duly paid.

     

    (q)  Neither
      any Seller nor any Sold Subsidiary is or may be liable to repay any Tax, credit,
      subvention, subsidy or similar amount received from any Tax authority or other
      authority, body or person whatsoever.

     

    (r)  There
      are no circumstances existing other than in the ordinary course of business
      which could reasonably be expected to result in the application of
      sections 17, 78 or 79 of the Income Tax Act (Canada) or any equivalent
      provincial provision applicable to any Seller or Sold Subsidiary. None of
      sections 80 through and including section 80.04 of the Income Tax Act
      (Canada), or any equivalent provincial provision, has
      applied to any Seller or Sold Subsidiary.

     

    (s)  The
      shares of SR Canada do not directly or indirectly derive more than 50% of their
      fair market value from real property situated in Canada, “Canadian resource
      properties” and “timber resource properties,” as those terms are defined in the
      Income Tax Act (Canada).

     

    Section
      3.8.  ERISA
      and Employee Benefits.

     

    (a)  Section 3.8(a)
      of the Seller Disclosure Schedule
      contains a true and complete list of each Seller Plan. None of Sellers, any
      of
      the Seller Subsidiaries nor any ERISA Affiliate of any of them has any
      obligation to change or otherwise modify any existing Seller Plan or program
      or
      to establish any new plan or program that increases any benefits of Transferred
      Employees.

     

    (b)  Each
      of the Seller Plans is, and its administration (including with respect to
      reporting and disclosure) is materially in compliance with the terms of the
      applicable Seller Plan and with ERISA (including all rules with which compliance
      is intended), the Code (including all tax rules compliance with which is
      required for any intended favorable tax treatment) and any and all other
      applicable Laws (including all applicable Foreign Laws).

     

    (c)  Any
      and all contributions, premiums and other payments with respect to compensation
      or service before and through the Closing, or otherwise with respect to periods
      before and through the Closing, due from any Seller or any of their respective
      Affiliates to, under or on account of each Seller Plan shall have, to the extent
      required by the terms of such Seller Plan or applicable Law, been paid in full
      prior to Closing or, to the extent required by GAAP, reserved on and provided
      for in the Financial Statements.

     

    (d)  No
      Seller or Seller Subsidiary: (i) has had any obligation to contribute or
      Liability with respect to any “multiemployer plan” as defined in
      Section 3(37) of ERISA or in any applicable Foreign Laws, or (ii) has
      any obligation to contribute to or has any liability with respect to an employee
      benefit plan that is or was subject to Part 3 of Subtitle B of Title I of ERISA,
      or Section 412 of the Code, or Title IV of ERISA.

     

    
      
         

      

      
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    (e)  Each
      of the Seller Plans that is intended to be tax-qualified under
      Section 401(a) of the Code has been determined by the IRS to be so
      qualified or that is intended to be registered under any Foreign Law has been
      so
      registered and such determination or registration has not been modified, revoked
      or limited, and no circumstances have occurred that would adversely affect
      the
      tax-qualified status or registration of any such Plan.

     

    (f)  There
      is no suit, action, dispute, claim, arbitration or legal, administrative or
      other proceeding or governmental investigation pending or, to the knowledge
      of
      Sellers, threatened alleging any breach of the terms of any Seller Plan or
      of
      any fiduciary duties thereunder or violation of any applicable Law with respect
      to any such Plan that, if adversely determined, reasonably could be expected
      to
      result in a Business Material Adverse Effect or a Seller Material Adverse
      Effect.

     

    (g)  None
      of Sellers or any Seller Subsidiary, or any “party in interest” (as defined in
      Section 3(14) of ERISA) or any “disqualified person” (as defined in
      Section 4975 of the Code) with respect to any such Plan, has engaged in a
      non-exempt “prohibited transaction” within the meaning of Section 4975 of
      the Code or Section 406 of ERISA.

     

    (h)  (i) No
      Seller Plan that is a “welfare benefit plan” as defined in Section 3(1) of
      ERISA (whether or not such Seller Plan is subject to Section 3(1) of ERISA)
      provides for continuing benefits or coverage for any participant or beneficiary
      or covered dependent of a participant after such participant’s termination of
      employment, except to the extent required by Law; (ii) there has been no
      violation of Section 4980B of the Code or Sections 601 through 608 of
      ERISA with respect to any such Plan that could result in any material liability;
      (iii) no such Plans are “multiple employer welfare arrangements” within the
      meaning of Section 3(40) of ERISA; (iv) each such Plan that is
      self-insured is identified in Section 3.8(h)
      of the Seller Disclosure Schedule
      and all claims of Transferred Employees made in excess of $10,000 pursuant
      to
      any such Plan that have not yet been paid are set forth in Section 3.8(h)
      of the Seller Disclosure Schedule;
      all “stop-loss” coverage with respect to any such Seller Plan is set forth (with
      applicable limits described) in Section 3.8(h)
      of the Seller Disclosure Schedule;
      (v) none of Sellers or any Seller Subsidiary maintains or has any
      obligation to contribute to any “voluntary employees’ beneficiary association”
within the meaning of Section 501(c)(9) of the Code or other funding
      arrangement for the provision of welfare benefits (such disclosure to include
      the amount of any such funding); and (vi) all Seller Plans that provide
      medical, dental health or long-term disability benefits are fully insured and
      claims with respect to any participant or covered dependent under such Seller
      Plan could not result in any uninsured liability to any Seller, any Seller
      Subsidiary or Purchaser or its Affiliates.

     

    (i)  With
      respect to each Seller Plan, true, correct and complete copies of the applicable
      following documents have been delivered to Purchaser: (i) all current Plan
      documents and related trust documents, and any amendment thereto;
      (ii) Forms 5500, financial statements and actuarial reports for the last
      three Plan years; (iii) the most recently issued IRS determination letter;
      (iv) summary plan descriptions and all summaries of material modifications;
      and (v) all written communications to employees relating to such Seller
      Plan.

     

    (j)  Each
      Seller and each Seller Subsidiary has properly classified for all purposes
      (including for social security purposes and for purposes of determining
      eligibility to participate in any employee benefit plan) all employees, leased
      employees, consultants and independent contractors, and has made all appropriate
      filings in connection with services provided by such persons to any Seller
      and
      any Seller Subsidiary.

     

    
      
         

      

      
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    (k)  As
      of the Closing, no Assumed Plan maintained by Purchaser will cover or otherwise
      benefit any individuals other than Transferred Employees and their dependents
      and beneficiaries and any other individuals added by or on behalf of Purchaser
      at Purchaser’s request or direction.

     

    (l)  Without
      limiting any other provision of this Section 3.8, no event has occurred and
      no condition exists with respect to any Seller Plan that could subject Purchaser
      or any of its Affiliates or any Plan maintained by Purchaser or any of its
      Affiliate to any Tax, fine, penalty or other Loss, that would not have been
      incurred by Purchaser or any of its Affiliates, or any such Plan, but for the
      transactions contemplated by this Agreement. No Plan or any portion thereof
      will
      be directly or indirectly binding on Purchaser by virtue of the transactions
      contemplated by this Agreement, other than the Assumed Plans. Purchaser and
      its
      Affiliates shall have no liability for, under, with respect to or otherwise
      in
      connection with any Plan, which liability arises under ERISA, the Code or
      Foreign Law, by virtue of any Seller or any Seller Subsidiary being aggregated
      in a controlled group or affiliated service group with any ERISA Affiliate
      (other than any Seller Subsidiary) for purposes of ERISA, the Code or Foreign
      Law at any relevant time prior to the Closing. No Seller nor any ERISA Affiliate
      has agreed or otherwise committed to, whether in writing or otherwise, to
      increase or improve the compensation, benefits or terms and conditions of
      employment or service of any director, officer, employee or consultant. No
      Seller Plan exists that could result in the payment of money or any other
      property or rights, or accelerate or provide any other rights or benefits,
      to
      any current or former employee of any Seller or Seller Subsidiary (or other
      current or former service provider thereto) that would not have been required
      but for the transactions provided for in this Agreement, and none of Sellers
      or
      any Seller Subsidiary, nor any of their respective Affiliates, is a party to
      any
      Plan, program, arrangement or understanding that would result, separately or
      in
      the aggregate, in the payment (whether in connection with any termination of
      employment or otherwise) of any “excess parachute payment” within the meaning of
      Section 280G of the Code with respect to a Transferred Employee in
      connection with the transactions contemplated by this Agreement. Nothing has
      occurred that would limit Purchaser’s ability to amend and terminate a Seller
      Plan in accordance with such Seller Plan’s terms. Purchaser will have no
      liability under the Workers Adjustment and Retraining Notification Act, as
      amended, with respect to any events occurring or conditions existing on or
      prior
      to Closing.

     

    (m)  All
      Foreign Pension Plans which provide pension benefits on a defined benefit basis
      are fully funded in accordance with applicable Law, including, to the extent
      required under applicable Law, on a going concern, solvency and wind up basis
      using the actuarial methodology used in the most recent actuarial report
      provided to the Purchaser in respect of such Plan.

     

    (n)  There
      have been no applications to withdraw surplus from any Foreign Pension Plan
      and
      no payment of surplus pursuant to a surplus withdrawal application.

     

    
      
         

      

      
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    (o)  There
      have been no mergers, conversions or transfers of assets involving any Foreign
      Pension Plan.

     

    (p)  There
      have been no partial wind-ups of, nor is there any basis for an involuntary
      wind-up of, any Foreign Pension Plan that is not administered by a Governmental
      Authority. To the knowledge of Sellers, there have been no partial wind-ups
      of,
      and there is no proposal or plan for an involuntary wind-up of, any Foreign
      Pension Plan that is administered by a Governmental Authority.

     

    (q)  All
      contribution holidays taken, and all expenses paid to date hereof under any
      Foreign Pension Plan, have been taken or paid in material compliance with Laws,
      the terms of the applicable Foreign Pension Plan and any collective bargaining
      agreements and all amendments made have been made on the same
      basis.

     

    (r)  All
      current employees of each Sold Subsidiary are registered with and participating
      in the applicable Foreign Pension Plans in accordance with the terms thereof.
      All former employees of each Sold Subsidiary were registered with and
      participated in the applicable Foreign Pension Plans in accordance with the
      terms thereof.

     

    Section
      3.9.  Employment
      Matters. Section 3.9
      of the Seller Disclosure Schedule
      sets forth: (a) the name, position, number of years of service and current
      annual salary and any bonus or commitment to pay any other amount or benefit
      in
      connection with a termination of employment, if applicable, of all officers,
      directors and employees of the Sold Subsidiaries and Valley whose current annual
      salary and any promised, expected or customary bonus or such other amount or
      benefit, equals or exceeds $50,000
      in total, together with a statement of the full amount of all remuneration
      paid
      by Sellers, the Seller Subsidiaries and Affiliates to such officers, directors
      and employees engaged in the Acquired
      Business
      for 2005 and (b) the names and titles of all directors and officers of the
      Sold Subsidiaries and Valley and of each trustee, fiduciary or plan
      administrator of each Seller Plan related to the
      Acquired
      Business. To the knowledge of Sellers, no such Persons have made
      a threat
      or otherwise indicated any
      intent to any Seller or any Seller Subsidiary, or to any of the officers or
      directors of any Seller or any Seller Subsidiary to cancel or otherwise
      terminate such Person’s relationship with any Seller or the Acquired
      Business.
      There are no persons, other than those named in Section 3.9
      of the Seller Disclosure Schedule,
      who work in any capacity for any Seller or any affiliate of any Seller and
      whose
      services are material to the Acquired Business.

     

    Section
      3.10.  Labor
      Relations.
      There is no unfair labor practice
      proceeding,
      charge or complaint
      or other legal
      proceeding
      pending or, to the knowledge of Sellers, threatened against
      any of the Acquired Assets or any Seller or any Sold Subsidiary
      that, if adversely determined, reasonably could be expected to result in a
      Business Material Adverse Effect or Seller Material Adverse Effect.
      Sellers and the Sold Subsidiaries are in material
      compliance
      with all Laws and collective bargaining agreements applicable to the
      Acquired
      Business respecting employment, pay equity, vacation pay, overtime pay, social
      security, health and safety and employment practices, terms and conditions
      of employment, and wages and hours, and none of them have engaged in any unfair
      labor practices. None of Sellers or any Sold Subsidiary is a party to
or
      has any liability with respect to any collective bargaining agreement or other
      labor union contract applicable to Persons employed by any Seller or any Sold
      Subsidiary in the Acquired
      Business,
      nor,
      to Sellers’ knowledge, are there
      any activities or proceedings of any labor union or other Person to organize
      any
      such employees. There is no labor
      strike, slowdown, work stoppage or lockout pending, or to the knowledge of
      Sellers, threatened against
      or affecting the
      Acquired
      Business, nor has there been any such activity within the past two
      years.
      Sellers and each of the Sold Subsidiaries have complied
      in all material respects with all obligations under applicable Laws to notify
      and/or consult with their respective employees or employee representatives,
      unions, works councils or other employee representative bodies, if any,
      necessary to permit the execution of this Agreement and the consummation of
      the
      transactions contemplated hereby.

     

    
      
         

      

      
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    Section
      3.11.  Litigation.
      There are no claims, suits, proceedings, grievances, actions, investigations
      or
      charges pending or, to the knowledge of Sellers, threatened against
      or affecting any Seller or any Sold Subsidiary or any of their respective
      Affiliates or relating to or affecting any Seller or any Sold Subsidiary or
      any
      of the Acquired Assets, the Acquired
      Business
      or the Assumed Liabilities that, if adversely determined, reasonably could
      be
      expected to result in a Business Material Adverse Effect or Seller Material
      Adverse Effect. There are no outstanding orders, writs, judgments, decrees,
      injunctions or settlements that restrict the
      Acquired
      Business, the Acquired Assets or the Assumed Liabilities in any material
      respect.

     

    Section
      3.12.  No
      Violation of Law; Permits.

     

    (a)  No
      Seller, no Sold Subsidiary and no part of the Acquired
      Business
      is or since April 15, 2003 has been in default under or in violation of, or
      has been charged with, or received written notice of any alleged, possible
      or
      potential violation of, or other failure to comply with, any Law to which any
      of
      them is, was or may be subject,
      that could reasonably be expected to result in a Business Material Adverse
      Effect or Seller Material Adverse Effect.
      No event has occurred or circumstance exists that (either alone or with either
      or both of the passage of time or the giving of notice) would result in Valley
      or any Sold Subsidiary being in breach of any applicable Law or being subject
      to
      any material Liability under any applicable Law
      that could reasonably be expected to result in a Business Material Adverse
      Effect or Seller Material Adverse Effect.

     

    (b)  The
      Acquired Assets include all material Permits that are now, or at the time of
      the
      Closing will be, held
      by the Acquired Business that are
      necessary for the conduct of, the
      Acquired
      Business and the ownership and operation of the Acquired Assets (collectively,
      the “Acquired
      Permits”).
      All the Acquired Permits are listed in Section 3.12(b)
      of the Seller Disclosure Schedule.
      All the Acquired
      Permits are
      in full force and effect. None of Sellers, the Sold Subsidiaries, the
Acquired
      Business
      or the Acquired Assets is in material violation of or is being operated in
      material violation of the terms of any Acquired Permit. To
      the knowledge of Sellers, no
      event has occurred or circumstance exists that (either alone or with either
      or
      both of the passage of time or the giving of notice) reasonably could be
      expected to result in a revocation, suspension or other loss of rights under
      any
      Acquired Permit.

     

    (c)  Neither
      the execution and delivery of this Agreement nor the performance of any of
      the
      transactions contemplated hereby will: (i) require any assignment, consent,
      waiver or other action in respect of any Acquired Permit; (ii) result in a
      termination or modification of, or other loss of rights under, any Acquired
      Permit; or (iii) result in a need for additional material
      Permits.

     

    
      
         

      

      
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    Section
      3.13.  Title
      to Assets; Encumbrances.
      Sellers have good, valid and marketable title to all of the Acquired
      Assets,
      free and clear of all Encumbrances other than Permitted Encumbrances and, at
      the
      Closing, will convey to Purchaser or its designee good, valid and marketable
      title to all of the Acquired
      Assets,
      free and clear of all Encumbrances other than Permitted
      Encumbrances.
      The Sold Subsidiaries have good, valid and marketable title to their respective
      assets, free and clear of all Encumbrances other than Permitted
      Encumbrances.

     

    Section
      3.14.  Entire
      Business; Sufficiency of Acquired Assets.
      The
      Acquired Assets, together with the assets owned or leased by the Sold
      Subsidiaries and any assets licensed to the Purchaser or its Affiliates or
      the
      Sold Subsidiaries through the Patent Cross-License Agreement, constitute
      all of the assets, properties and rights owned
      or leased by the Sellers or the Sold Subsidiaries and used in
      or necessary for the conduct of the Acquired
      Business
      as currently
      conducted by Sellers (except for the Excluded Assets), and are
      adequate,
      in all material respects, to
      conduct the
      Acquired
      Business as presently conducted. Immediately following the Closing, no Seller
      or
      Seller Subsidiary will own or lease any assets, properties or rights that are
      used primarily
      in or are necessary for the conduct of the Acquired
      Business.
      Upon consummation of the transactions contemplated by this Agreement, Purchaser
      will have acquired good and marketable title in and to, or a valid leasehold
      interest in, each of the Acquired
      Assets
      free and clear of all Encumbrances other than Permitted
      Encumbrances.

     

    Section
      3.15.  Transactions
      with Affiliates.
      Except for corporate governance arrangements, no portion of the Acquired
      Business
      is conducted by, with or through an Affiliate of a Seller other than Valley
      and
      the Sold Subsidiaries.
      Neither Castle Harlan, Inc. or any of its Affiliates nor, to the knowledge
      of
      Sellers, any
      director or officer (or Person holding an equivalent position) of a Seller
      or
      Seller Subsidiary or of an Affiliate of a Seller, has,
      other than in his or her capacity as such,
      since April 15, 2003 (a) incurred Indebtedness from or extended credit
      to the Acquired
      Business
      (including to any Sold Subsidiary) that remains outstanding; (b) acquired
      any contractual or other claim, express or implied, of any kind whatsoever
      against or in respect of the Acquired
      Business;
      (c) held any interest in any assets used or held for use in the
Acquired
      Business;
      (d) engaged in any other transaction with or in respect of the Acquired
      Business;
      or (e) owned, directly or indirectly, any interest in (except not more than
      two percent stockholdings for investment purposes in securities of publicly
      held
      and traded companies), or served as an officer, director, employee or consultant
      of or otherwise received remuneration from, any Person that is, or has been
      engaged in business as, a competitor, lessor, lessee, customer or supplier
      of
      the Acquired
      Business.

     

    Section
      3.16.  Insurance.
      Section 3.16
      of the Seller Disclosure Schedule
      sets forth a complete and correct list of all insurance policies held by or
      on
      behalf of any Seller or any Affiliate of any Seller primarily relating to the
      Acquired
      Business.
      Sellers have made available
      to Purchaser a complete and correct copy of all such policies together with
      all
      riders and amendments thereto. Neither Sellers nor any of their Affiliates
      maintains any self-insurance arrangement with respect to the
      Acquired
      Business. All the insurance policies listed on Section 3.16
      of the Seller Disclosure Schedule
      are in full force and effect, all premiums due and payable thereon have been
      paid and no notice of cancellation or termination has been received by any
      Seller with respect to any such policy. The
      insurance policies referred to in this Section 3.16 will remain in full
      force and effect and will not in any way be affected by or terminate by reason
      of, any of the transactions contemplated by this Agreement. Section 3.16
      of the Seller Disclosure Schedule
      includes a list
      of all pending claims under each insurance policy listed therein having a value
      in excess of $25,000
      (which list includes the name of the claimant, the policy of insurance being
      claimed under and the status of such claim).

     

    
      
         

      

      
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    Section
      3.17.  Contracts
      and Other Agreements.

     

    (a)  Section 3.17(a)
      of the Seller Disclosure Schedule
      lists (i) all contracts to which Valley or a Sold Subsidiary is a party or
      that otherwise are included in the Acquired Assets or the Assumed Liabilities,
      other than contracts that involve the payment of less than $50,000
      per year and are not otherwise material to the Acquired
      Business,
      other than purchase orders entered into in the ordinary course of business
      (contracts required to be listed pursuant to this clause (i) are
“Material
      Contracts”),
      and (ii) all contracts to which Valley or a Sold Subsidiary is a party or
      that otherwise will or may be binding on the Acquired
      Business
      after the Closing, that contain any provision or covenant that prohibit or
      materially limit the ability of Seller or any of its Affiliates (including
      any
      Sold Subsidiaries) to engage in any business activity or compete with any Person
      or prohibit or materially limit the ability of any Person to compete with Seller
      or any of its Affiliates.

     

    (b)  Each
      Material Contract, each other contract included in the Acquired Assets or
      Assumed Liabilities and each other contract to which any Sold Subsidiary is
      a
      party is in full force and effect and constitutes a legal, valid and binding
      agreement, enforceable against the applicable Seller or Sold Subsidiary and,
      to
      the knowledge of Sellers, each other party thereto, in accordance with its
      terms, in
      each case, except
      as could not reasonably be expected to result in a Business Material Adverse
      Effect. Neither Sellers nor any Affiliate of Sellers nor, to the knowledge
      of
      Sellers, any other party to any such contract is in violation or breach of,
      or
      in default under, nor has there occurred an event or condition that with the
      passage of time or giving of notice (or both) would constitute a default under,
      or permit the termination of, any such contract, except,
      in each case,
      as could not reasonably be expected to result in a Business Material Adverse
      Effect.

     

    (c)  Sellers
      have made
      available
      to Purchaser true and complete copies (or if none exist, reasonably complete
      and
      accurate written descriptions) of each contract listed on Section 3.17(a)
      of the Seller Disclosure Schedule,
      together with all amendments and supplements thereto.

     

    Section
      3.18.  Tangible
      Personal Property.
      The Tangible Property is in good operating condition, subject to continued
      repair and replacement in accordance with past practice, and no Seller nor
      any
      Seller Subsidiary has received notice
      that any of the Tangible Property is in violation of any Law in any material
      respect. During the past three years there has not been any material
      interruption
      or disruption of the operations of the Acquired
      Business
      due to inadequate maintenance of the Tangible Property.

     

    Section
      3.19.  Inventory.
      The Inventory reflected on the Balance Sheets was properly stated
      therein
      in all material respects
      at the lesser of cost or fair market value determined in accordance with GAAP
      consistently applied.
      The Inventory is owned free and clear of all Encumbrances (other than Permitted
      Encumbrances). At the Closing, the Inventory included in the Acquired
      Assets,
      net of any applicable reserves, will be items that are not obsolete, of a
      quality usable or saleable by the Acquired Business in the ordinary course
      of
      business and will be in quantities sufficient for the normal operation of the
      Acquired Business in accordance with past practice.

     

    
      
         

      

      
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    Section
      3.20.  Accounts
      Receivable. All
      accounts, notes receivable and other Receivables (other than Receivables
      collected since the date of the Balance Sheets) reflected on the Balance Sheets
      are, and all accounts, notes receivable and other Receivables arising from
      or
      otherwise relating to the Acquired
      Business
      will be at the Closing Date valid,
      genuine and fully collectible in the aggregate amount thereof, subject only
      to
      the reserves for doubtful accounts recorded in the books and records of the
      Business (including the Financial Statements) in accordance with GAAP
      consistently applied. Section 3.20
      of the Seller Disclosure Schedule
      sets forth a list of the agreements providing for any security arrangements
      and
      collateral securing the repayment or other satisfaction of any account, note
      receivable or other Receivable. All material steps necessary to render all
      such
      security arrangements legal, valid, binding and enforceable, and to give and
      maintain for the Acquired Business a perfected security interest in the related
      collateral, have been duly taken.

     

    Section
      3.21.  Intellectual
      Property.

     

    (a)  Section 3.21(a)
      of the Seller Disclosure Schedule
      sets forth a true, complete and accurate list, in all material respects, of
      all
      Owned Acquired Intellectual Property (other than immaterial unregistered
      trademarks and copyrights, trade secrets, know-how and goodwill attendant to
      the
Acquired
      Intellectual
      Property and other intellectual property rights not reducible to schedule
      form).

     

    (b)  Valley
      and each Sold Subsidiary is the sole and exclusive owner of all right, title
      and
      interest in and to its respective Owned Acquired Intellectual Property, which
      it
      holds free and clear of all Encumbrances (other than Permitted Encumbrances).
      Upon the Closing, Purchaser shall receive all right, title and interest in
      and
      to the Owned
      Acquired
      Intellectual Property, directly or through the Sold Subsidiaries, in each case
      free and clear of all Encumbrances (other than Permitted
      Encumbrances).

     

    (c)  (i) Sellers
      and Seller Subsidiaries have timely made all filings with and payments to
      Governmental Authorities that are required in order to maintain in subsistence
      or protect their ownership rights in each material item of Owned Acquired
      Intellectual Property that is Registered (“Owned
      Registered Acquired Intellectual Property”)
      (excepting any Owned Acquired Intellectual Property that has been intentionally
      and voluntarily permitted to expire or become abandoned pursuant to business
      decisions made in the ordinary course); (ii) to the knowledge of Sellers,
      all Owned Registered Acquired Intellectual Property is valid, subsisting and
      enforceable; and (iii) no Owned Registered Acquired Intellectual Property,
      or, to the knowledge of Sellers, other Owned Acquired Intellectual Property,
      has
      been canceled or adjudicated invalid, or is subject to any outstanding order,
      judgment or decree materially restricting the ability of any Seller or any
      Seller Subsidiary to use or enforce such Owned Acquired Intellectual Property,
      or is the subject of any suit, action, reissue, reexamination, public protest,
      interference, arbitration, mediation, opposition, cancellation or other
      proceeding.

     

    
      
         

      

      
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    (d)  Each
      Seller and each Seller Subsidiary has taken reasonable precautions to protect
      and preserve the secrecy, confidentiality and value of all confidential Acquired
      Intellectual Property, including all know-how and/or trade secrets included
      in
      the Acquired
      Intellectual Property and not subject to issued letters patents.

     

    (e)  To
      the knowledge of Sellers, neither (i) the conduct or continuation of the
      Acquired Business and any of its products or processes as currently conducted
      by
      Sellers, nor (ii) the use of any Acquired Intellectual Property either as
      currently used in connection with the Acquired Business, nor
      (iii) ownership of any Owned Acquired Intellectual Property, violates,
      infringes upon or misappropriates the Intellectual Property rights or any other
      rights of any other person. No Seller, Seller Subsidiary or any of their
      respective Affiliates has received any claim, any cease-and-desist or equivalent
      letter or any other written or, to the knowledge of Sellers, oral, notice of
      any
      allegation that any of the Owned
      Acquired
      Intellectual Property, or the
      Acquired
      Business or any of its products or processes, violates, infringes upon or
      misappropriates the Intellectual Property of any third parties.

     

    (f)  (i) To
      the knowledge of Sellers, there has been no unauthorized use by, unauthorized
      disclosure to or by or violation, infringement or misappropriation of any of
      the
Acquired
      Intellectual Property by any third party and/or any current or former officer,
      employee, independent contractor, consultant or any other agent of any Seller,
      Seller Subsidiary or any of their respective Affiliates; and (ii) other
      than such an opinion that solely and in all material respects states a
      conclusion of non-infringement, validity and/or enforceability of such
Acquired
      Intellectual Property, no Seller, Seller Subsidiary or any of their
      respective Affiliates has received any written or, to the knowledge of Sellers,
      oral, opinion of counsel (outside or inside) relating to infringement,
      invalidity or unenforceability of any Acquired Intellectual
      Property.

     

    (g)  With
      respect to each Intellectual Property Agreement that is a part of the Acquired
      Intellectual Property, (i) there is no restriction on the direct or
      indirect transfer of any such agreement or any interest therein; (ii) there
      exists no event, condition or occurrence which, with or without the giving
      of
      notice or lapse of time, or both, would constitute a material breach or default
      by a Seller or Seller Subsidiary under any such agreement, and no Seller nor
      any
      Seller Subsidiary has received notice of any such event, condition or
      occurrence; and (iii) no party has given a Seller or any Seller Subsidiary
      notice of its intention to cancel, terminate or fail to renew any such
      agreement.

     

    (h)  Each
      Seller and Seller Subsidiary is in compliance with the terms of such Seller’s or
      Seller Subsidiary’s own privacy policies as exist on the date of this Agreement
      and all applicable requirements relating to their websites, including
      privacy and distance selling regulations, except for any non-compliance that,
      individually or in the aggregate, has not had or is not reasonably likely to
      result in, a Business Material Adverse Effect.

     

    
      
         

      

      
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    Section
      3.22.  Real
      Property.

     

    (a)  Section 3.22(a)
      of the Seller Disclosure Schedule
      contains a true and correct list of the Real Property.
      The applicable Seller or Sold Subsidiary has good and marketable fee simple
      title to all Owned Real Property, free and clear of all Encumbrances other
      than
      Permitted Encumbrances, and a valid leasehold interest in all Leased Real
      Property, together with a fee or leasehold interest in and to all buildings,
      structures, facilities, fixtures and other improvements thereon, listed in
      Section 3.22(a)
      of the Seller Disclosure Schedule,
      and is in possession of each parcel of Real Property. The applicable Seller
      or
      Sold Subsidiary has, and at the Closing will convey to Purchaser, such rights
      of
      ingress and egress with respect to such Real Property, buildings, structures,
      facilities, fixtures and other improvements as are required to conduct the
      Acquired
      Business thereon in a safe, efficient and lawful manner consistent with past
      practice. The Real Property abuts on and has direct vehicular access to a public
      road, or has access to a public road via a permanent, irrevocable, appurtenant
      easement benefiting such Real Property. During the one hundred
      and eighty (180) day period immediately preceding the date of this
      Agreement, there has been no material construction occurring at the Real
      Property. None of the Real Property, buildings, structures, facilities, fixtures
      or other improvements, or the use thereof, contravenes or violates any building,
      zoning, administrative, occupational safety and health or other applicable
      Law,
      except as could not reasonably be expected to result in a Business Material
      Adverse Effect. To the knowledge of Sellers, the Sellers and the Sold
      Subsidiaries have operated and maintained the Real Property in all material
      respects in accordance with applicable Laws, and no approvals of any
      Governmental Authority, Permits or other approvals required for the operation
      of
      the Real Property or the Acquired Business operated thereon are being challenged
      by any Person. There is no violation of any recorded covenant, condition,
      restriction, easement or agreement relating to the Real Property, except as
      could not reasonably be expected to result in a Business Material Adverse
      Effect. The applicable Seller or Sold Subsidiary is not aware of, nor has been
      advised of any changes in zoning or other governmental regulations affecting
      the
      Real Property and/or any building, structure, facility, fixture or other
      improvement located thereon, listed in Section 3.22(a)
      of the Seller Disclosure Schedule.

     

    (b)  The
      applicable Seller or Sold Subsidiary has a valid and subsisting leasehold estate
      in each Leased Real Property pursuant to a written lease, and the right to
      quiet
      enjoyment of each Leased Real Property for the full term of each such lease
      (each such lease is a “Real
      Property Lease”
      and, collectively, the “Real
      Property Leases”).
      Each Real Property Lease is in full force and effect and constitutes a legal,
      valid and binding agreement, enforceable against the applicable Seller or Sold
      Subsidiary and, to the knowledge of Sellers, each other party thereto, in
      accordance with its terms, in each case, except as could not reasonably be
      expected to result in a Business Material Adverse Effect. Neither Sellers nor
      any Affiliate of Sellers nor, to the knowledge of Sellers, any other party
      to
      any Real Property Lease is in violation or breach of, or in default under,
      nor
      has there occurred an event or condition that with the passage of time or the
      giving of notice (or both), would constitute a default under, or permit the
      termination of, any such Real Property Lease, except, in each case, as could
      not
      reasonably be expected to result in a Business Material Adverse Effect. Other
      than the Real Property Leases, there are no leases, subleases, licenses,
      concessions, profits, or other agreements, written or oral, granting to any
      party or parties the right of use or occupancy to any such portion of the Real
      Property. To the knowledge of Sellers and Sold Subsidiaries, the owner of the
      Real Property subject to a ground lease has good and marketable title to such
      Real Property, free and clear of any Encumbrance, easement, covenant, or other
      restriction, except for installments of special assessments not yet delinquent
      and recorded easements, covenants, and other restrictions which do not impair
      the current use, occupancy, or value, or the marketability of title, of the
      property subject thereto. No Seller or Seller Subsidiary owes any brokerage
      commissions with respect to any such leased space (including any contingent
      obligation in respect of future lease extensions).

     

    
      
         

      

      
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    (c)  Sellers
      have made
      available
      to Purchaser prior to the execution of this Agreement true and complete copies
      of (i) all deeds, leases, mortgages, deeds of trust, certificates of
      occupancy, title insurance policies, title reports (including, but not limited
      to, all recorded documents referenced in such title reports or otherwise known
      to the applicable Seller or Sold Subsidiary), surveys and similar documents,
      and
      all amendments thereof, with respect to the Owned Real Property and
      (ii) all Real Property Leases (including any amendments or renewal notices
      or agreements).

     

    (d)  No
      tenant or other party in possession of all or any portion of any of the Real
      Property has any right to purchase, or holds any right of first refusal to
      purchase all or any portion of the Real Property occupied by it.

     

    (e)  The
      plants, buildings, structures and equipment on the Owned Real Property and,
      to
      the knowledge of Sellers, the Leased Real Property are in good operating
      condition and in a state of good maintenance and repair, ordinary wear and
      tear
      excepted, are adequate and suitable for the purposes for which they are
      presently being used and, to the knowledge of Sellers, there are no condemnation
      or appropriation proceedings pending or threatened against any of such Owned
      Real Property or Leased Real Property, as applicable, or any plants, buildings
      or other structures thereon.

     

    (f)  The
      Real Property includes all real property as is used or held for use in
      connection with the conduct of the Acquired
      Business
      as currently
      conducted.

     

    (g)  The
      improvements located on the Real Property are in good operating condition and
      in
      a state of good maintenance and repair, ordinary wear and tear excepted, are
      adequate and suitable for the purposes for which they are presently being used
      and, to the knowledge of Sellers, there are no condemnation, expropriation
      or
      appropriation proceedings pending or threatened against any of such Real
      Property or the improvements thereon.

     

    Section
      3.23.  Environmental
      Matters.

     

    (a)  (i) Sellers,
      the Sold Subsidiaries, the Acquired Assets and the Acquired
      Business
      have obtained and are in compliance in all material respects with all material
      Permits required under all applicable Environmental Laws; (ii) Sellers, the
      Sold Subsidiaries, the Acquired Assets and the Acquired Business comply, and,
      to
      the knowledge of Sellers, at all times have complied, in all material respects
      with all applicable Environmental Laws; (iii) no Hazardous Substances have
      been Released from, onto or under any of the Owned Real Property or, to the
      knowledge of Sellers, the Leased Real Property, nor have Sellers Released any
      Hazardous Substances at any other property operated or otherwise used by any
      Seller or Sold Subsidiary or the Acquired
      Business
      (including soils, groundwater, surface water, buildings or other structures)
      or
      any other location other than a site lawfully permitted to receive such
      Hazardous Substances; (iv) to the knowledge of Sellers, the Sellers have
      not Released any Hazardous Substances from, onto or under any of the properties
      formerly owned, leased, operated or otherwise used by any Seller, any Sold
      Subsidiary or the Acquired
      Business;
      (v) none of the Owned Real Property or, to the knowledge of Sellers, the
      Leased Real Property contains an active or inactive incinerator, lagoon,
      landfill, septic system, wastewater treatment system, underground storage tank,
      friable asbestos or friable asbestos-containing material, or polychlorinated
      biphenyls that is not in compliance with Environmental Laws; (vi) there are
      no Environmental Claims pending or threatened in writing against Sellers, the
      Sold Subsidiaries or the Acquired
      Business
      alleging the violation of Environmental Laws or Environmental Liabilities;
      (vii) none of Sellers, the Sold Subsidiaries, the Acquired Assets or the
Acquired
      Business
      is subject to any order, decree, injunction or other directive of any
      Governmental Authority nor have Sellers received an Environmental Claim that
      is
      subject to any agreement with a third party other than a Governmental Authority
      that may require it to pay to, reimburse, guarantee, pledge, defend, indemnify
      or hold harmless any Person for or against any Environmental Liabilities; and
      (viii) to the knowledge of Sellers, no Environmental Law restricts the
      ownership, occupancy, use, or transferability of the Real Property.

     

    
      
         

      

      
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    (b)  Seller
      has made available to Purchaser correct and complete copies of all material
      environmental investigations, studies, audits, assessments, tests, reports,
      reviews or other analyses of which it is aware that were conducted by or on
      behalf of the Acquired
      Business,
      any Seller or any Affiliate of any Seller in relation to any premises presently
      or formerly owned, used, leased or occupied by the Acquired
      Business
      or by any Seller or any Affiliate of any Seller in connection with the operation
      or conduct of the Acquired
      Business.

     

    Section
      3.24.  Casualties.
      Since the date of the Balance Sheets, neither the Acquired
      Business
      nor any Acquired Asset has been affected in any material respect by or as a
      result of any flood, fire, explosion or other casualty (whether
      or not covered by insurance).

     

    Section
      3.25.  Product
      Liability and Product Recalls.

     

    (a)  There
      are not presently pending, or, to the knowledge of Sellers, threatened,
and,
      to the knowledge of Sellers, there is no basis for, any civil, criminal or
      administrative actions, suits, demands, claims, hearings, notices of violation,
      investigations, proceedings or demand letters relating to any alleged hazard
      or
      alleged defect in design, manufacture, materials or workmanship, including
      any
      failure to warn or alleged breach of express or implied warranty, representation
      or condition, relating to any product designed, manufactured, distributed or
      sold by or on behalf of Valley, any Sold Subsidiary or of the
      Acquired
      Business.

     

    (b)  There
      are no internal studies, test reports or information regarding unusually high
      incidence of defects in the field that could suggest there is a reasonable
      basis
      for the assertion of any Liability for or otherwise involving any mandatory
      or
      voluntary recall of any product designed, manufactured, distributed or sold
      by
      or on behalf of Valley, any Sold Subsidiary or the Acquired
      Business.
      No Governmental Authority has requested (or indicated any intention or
      expectation of requesting) in writing or, to the knowledge of Sellers, otherwise
      that any such product be withdrawn from the market or modified, or that any
      incremental testing be conducted with respect to any such product.

     

    
      
         

      

      
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    Section
      3.26.  Product
      Warranties and Returns.

     

    (a)  To
      the knowledge of Sellers, each product designed, manufactured, sold or
      distributed by or on behalf of Valley, any Sold Subsidiary or the Acquired
      Business
      since April 15, 2003 conformed in all material respects to the requirements
      of all applicable agreements and of all express or implied
      warranties.
      To the knowledge of Sellers, all such products were free when first sold from
      defects in workmanship and material.

     

    (b)  With
      respect to the Acquired Business, there are no pending or, to the knowledge
      of
      Sellers, threatened claims for (i) product returns, (ii) warranty
      obligations or (iii) product services other than in the ordinary course of
      business consistent with past experience. Except for the standard warranties
      listed
      in Section 3.26
      of the Seller Disclosure Schedule
      (which have remained unchanged), since April 15, 2003 neither Valley nor
      any Sold Subsidiary has made any express warranty with respect to products
      designed, manufactured, sold or distributed by or on behalf of any of them
      or
      the Acquired
      Business
      and, to the knowledge of Sellers, no other warranties have been made by any
      Person acting or purporting to act on behalf of any of them.

     

    (c)  Since
      April 15, 2003, none of Valley, any Sold Subsidiary or the Acquired
      Business
      has sold or distributed products on terms (including terms implied by custom
      or
      course of dealing) that permit the customer to return the product for any reason
      (including obsolescence) other than a defect
      and none of them has any Liability for product returns.

     

    Section
      3.27.  Bank
      and Brokerage Accounts; Investment Assets.
      Section 3.27
      of the Seller Disclosure Schedule
      sets forth (a) a true and complete list of the names and locations of all
      banks, trust companies, securities brokers and other financial institutions
      at
      which any Seller or Sold Subsidiary has an account or safe deposit box or
      maintains a banking, custodial, trading or other similar relationship with
      respect to the
      Acquired
      Business, (b) a true and complete list and description of each such
      account, safe deposit box and
      relationship, indicating in each case the account number and the names of the
      respective officers, employees, agents or other similar representatives of
      the
Acquired
      Business
      having signatory power with respect thereto and (c) a list of each
      investment asset.

     

    Section
      3.28.  Significant
      Customers and Suppliers.
      Section 3.28
      of the Seller Disclosure Schedule
      lists the ten most significant customers of the
      Acquired
      Business, on the basis of revenues for goods sold or services provided for
      the
      most recent fiscal year. No Seller or Sold Subsidiary has received any notice
      that any customer listed in Section 3.28
      of the Seller Disclosure Schedule
      has ceased, or will cease, to use the products, equipment, goods or services
      of
      the Acquired
      Business,
      or has substantially reduced, or will substantially reduce, the use of such
      products, equipment, goods or services at any time.
      Section 3.28
      of the Seller Disclosure Schedule
      lists the ten most significant vendors or suppliers of raw materials, supplies,
      merchandise and other goods of the Acquired
      Business,
      on the basis of cost of goods or services purchased for the most recent fiscal
      year. No Seller or Sold Subsidiary has received any notice that any such vendor
      or supplier will not sell raw materials, supplies, merchandise or other goods
      to
      the Acquired
      Business
      at any time after
      the Closing on terms and conditions substantially similar to those used in
      its
      current sales to the Acquired
      Business,
      subject only to general and customary price increases.

     

    
      
         

      

      
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    Section
      3.29.  Propriety
      of Past Payments.
      In connection with the Acquired Business, to the knowledge of Sellers, no Seller
      or Sold
      Subsidiary,
      or director, officer, employee or agent of any Seller or Sold
      Subsidiary,
      or other Person associated with or acting for or on behalf of any Seller or
      Sold
      Subsidiary
      has, directly or indirectly, made any illegal contribution, gift, bribe, rebate,
      payoff, influence payment, kickback or other payment to any Person, private
      or
      public, regardless of form, whether in money, property or services,
      (i) to
      obtain favorable treatment for any Seller or Sold
      Subsidiary
      in securing business, (ii) to
      pay for favorable treatment for business secured for any Seller or Sold
      Subsidiary,
      (iii) to
      obtain special concessions, or for special concessions already obtained, for
      or
      in respect of any Seller or Sold
      Subsidiary
      or (iv) otherwise
      for the benefit of any Seller or Sold Subsidiary in violation of any
      multinational or other administrative order, constitution, Law, principle of
      common law or treaty. To the knowledge of Sellers, since April 15, 2003, no
      Seller or Sold
      Subsidiary
      nor any current director, officer, agent, employee or other Person acting on
      behalf of any Seller or Sold
      Subsidiary,
      has accepted or received any unlawful contribution, payment, gift, kickback,
      expenditure or other item of value.

     

    Section
      3.30.  Canadian
      Assets.
      To the knowledge of Sellers, neither the aggregate value of the assets of SR
      Canada located in Canada nor the gross revenues from sales in or from Canada
      generated from those assets exceeds Cdn. $50 million, determined in
      accordance with Section 110
      of the Competition
      Act
      (Canada) and the regulations thereunder.

     

    Section
      3.31.  Brokers.
      No agent, broker, investment banker, financial advisor or other Person is
      entitled to any brokerage, finder’s, financial advisor’s or other similar fee or
      commission for which Purchaser or any of its Affiliates could become liable
      in
      connection with the transactions contemplated by this Agreement as a result
      of
      any action taken by or on behalf of any Seller or Seller
      Subsidiary.

     

    Section
      3.32.  Disclaimers
      of Sellers.
      EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER AGREEMENT OR INSTRUMENT
      ENTERED INTO IN CONNECTION HEREWITH, (A) SELLERS EXCLUDE AND DISCLAIM ALL
      WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
      A
      PARTICULAR PURPOSE, WITH RESPECT TO THE ACQUIRED BUSINESS OR THE ASSETS AND
      (B) SELLERS MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE
      MEMORANDA, PRESENTATIONS, REPORTS, OPINIONS OR ANY FINANCIAL FORECASTS OR
      PROJECTIONS OR OTHER INFORMATION FURNISHED BY SELLERS OR THEIR OFFICERS,
      DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BEFORE THE DATE OF THIS
      AGREEMENT.

     

    Section
      3.33.  Cross-Guarantees.
      Except as set forth on Schedule
      3.33,
      the Valley Assets and the Sold Subsidiaries and their assets have been released
      from the guarantees listed on Schedule
      3.33.

     

    Section
      3.34.  Transaction
      Bonuses.
      There are no bonuses or other compensation currently owed, or that will be
      owed,
      by reason of the consummation of the transactions contemplated by this
      Agreement, to any Transferred Employees.

     

    
      
         

      

      
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    ARTICLE
      IV  


     

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    Purchaser
      hereby represents and warrants to Sellers that:

     

    Section
      4.1.  Organization
      and Qualification.
      Purchaser is a corporation duly organized and validly existing under the Laws
      of
      the Kingdom of Sweden and has all requisite corporate power and authority to
      own, license, use or lease and operate its assets and properties and to carry
      on
      its business as it is now conducted.

     

    Section
      4.2.  Authority;
      Non-Contravention; Approvals.

     

    (a)  Purchaser
      has all requisite corporate power and authority to execute and deliver this
      Agreement and the Transaction Documents and to perform the transactions
      contemplated by this Agreement and the Transaction Documents. The execution
      and
      delivery of this Agreement and the Transaction Documents and the performance
      by
      Purchaser of the transactions contemplated by this Agreement and the Transaction
      Documents have been approved by the Board of Directors of Purchaser and no
      other
      corporate proceeding on the part of Purchaser is necessary to authorize the
      execution and delivery of this Agreement or the Transaction Documents and the
      performance by Purchaser of the transactions contemplated by this Agreement
      and
      the Transaction Documents. This Agreement has been, and upon their execution
      the
      Transaction Documents will be, duly executed and delivered by Purchaser and,
      assuming the due authorization, execution and delivery of this Agreement and
      the
      Transaction Documents by Sellers, constitutes and upon their execution the
      Transaction Documents will constitute, valid and binding obligations of
      Purchaser enforceable against Purchaser in accordance with their respective
      terms, except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or other similar Laws affecting the
      enforcement of creditors’ rights generally, and general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      Law
      or equity).

     

    (b)  The
      execution and delivery by Purchaser of this Agreement and the Transaction
      Documents and the performance of the transactions contemplated by this Agreement
      and the Transaction Documents do not and will not (i) conflict with or
      result in a breach of any provisions of the certificate of incorporation or
      bylaws of Purchaser; (ii) result in a violation or breach of or constitute
      a default (or an event which, with or without notice or lapse of time or both,
      would constitute a default) under, or result in the termination of, or the
      loss
      of a benefit under or accelerate the performance required by, or result in
      a
      right of termination, modification, cancellation or acceleration under, the
      terms, conditions or provisions of any contract or other instrument of any
      kind
      to which Purchaser or any of its subsidiaries is now a party or by which
      Purchaser or any of its subsidiaries or any of their respective properties
      or
      assets may be bound or affected; or (iii) violate any order, writ,
      injunction, decree, statute, treaty, rule or regulation applicable to Purchaser
      or any of its Subsidiaries other than in the case of clauses (ii) and (iii)
      above as would not reasonably be expected to result in a Purchaser Material
      Adverse Effect.

     

    
      
         

      

      
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    (c)  No
      declaration, filing or registration with, or notice to, or authorization,
      consent, order or approval of, any Governmental Authority is required to be
      obtained or made in connection with or as a result of the execution and delivery
      of this Agreement and the Transaction Documents by Purchaser or the performance
      by Purchaser of the transactions contemplated by this Agreement and the
      Transaction Documents, other than such declarations, filings, registrations,
      notices, authorizations, consents or approvals which, if not made or obtained,
      as the case may be, could not reasonably be expected to result in a Purchaser
      Material Adverse Effect.

     

    Section
      4.3.  Financing.
      Purchaser
      has arranged for financing commitments pursuant to which, subject to the
      conditions specified in those commitments, Purchaser will have funds sufficient
      to pay the Purchase Price at the Closing. For the avoidance of doubt, the
      failure to obtain funds under such financing commitments shall not permit
      Purchaser to avoid its obligations under this Agreement.

     

    Section
      4.4.  Brokers.
      No agent, broker, investment banker, financial advisor or other firm or person
      is entitled to any brokerage, finder’s, financial advisor’s or other similar fee
      or commission for which Sellers could become liable in connection with the
      transactions contemplated by this Agreement as a result of any action taken
      by
      or on behalf of Purchaser or any of its Subsidiaries, other than Jefferies
&
Company, Inc., whose fees and expenses (other than any fees and expenses
      required to be paid under Section 5.4(b)) will be paid by
      Purchaser.

     

    Section
      4.5.  Litigation.
      There
      are no claims, suits, proceedings, grievances, actions, investigations or
      charges pending or, to the knowledge of Purchaser, threatened against or
      affecting Purchaser or any of its Affiliates that, if adversely determined,
      reasonably could be expected to result in a Purchaser Material Adverse
      Effect.

     

    Section
      4.6.  Investment.
      Purchaser acknowledges that the Brink Netherlands Shares and the AAS Shares
      are
      not registered under the securities laws of any jurisdiction and that it is
      acquiring such shares for its own account, and not with a view to the
      distribution thereof. Purchaser is a sophisticated investor with knowledge
      and
      experience in financial matters and has received information from Sellers
      concerning the Acquired Business and has had the opportunity to obtain
      additional information in order to evaluate the purchase contemplated
      hereby.

     

    ARTICLE
      V


     

    COVENANTS

     

    Section
      5.1.  Conduct
      of the Acquired
      Business.
      During the period from the date of this Agreement to the Closing, except as
      otherwise expressly provided in this Agreement, Sellers shall cause the
Acquired
      Business
      to be operated only in the ordinary course. Sellers shall use commercially
      reasonable
      efforts to preserve intact the present organization of the Acquired
      Business,
      keep available the services of the present officers and employees of the
Acquired
      Business
      and preserve relationships with customers, suppliers, licensors, licensees,
      contractors, distributors and others having material business dealings with
      the
Acquired
      Business.
      Without limiting the generality of the foregoing
      and except as set forth in Section 5.1
      of the Seller Disclosure Schedule
      hereto,
      without the prior written consent of the Purchaser, (which consent shall not
      be
      unreasonably withheld, delayed or conditioned), from the date of this Agreement
      to the Closing, Sellers and their Affiliates shall not, to the extent related
      to
      the
      Acquired
      Business, and shall not cause or permit Valley or any Sold Subsidiary
      to:

     

    
      
         

      

      
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    (a)  sell,
      lease, encumber, transfer or dispose of any assets or rights or acquire
      (including by lease) any material assets or rights that, in either case, would
      be owned by a Sold Subsidiary or included in the Acquired Assets, except in
      the
      ordinary course of business;

     

    (b)  except
      as expressly required under this Agreement, take any action to cause Valley
      or
      any Sold Subsidiary to declare or pay a dividend or other distribution or
      otherwise to transfer any asset to, or engage in any other transaction or
      agreement with, any Seller or any Affiliate of a Seller that is not a Sold
      Subsidiary;

     

    (c)  take
      any action to amend the organizational documents or capitalization of any Sold
      Subsidiary, or otherwise cause or permit any action or inaction that could
      cause
      the representations with respect to the Sold Subsidiaries contained in
      Section 3.1 to be incorrect as of the Closing, except for amending the
      certificate of formation of AAS and the related organizational documents,
      including any foreign qualifications, as necessary, to change the name of AAS
      to
      the name provided by Purchaser;

     

    (d)  engage
      in any activity of the type sometimes referred to as “trade loading” or “channel
      stuffing” or in any other activity that reasonably could be expected to result
      in a material reduction, temporary or otherwise, in the demand for the products
      offered by the Acquired
      Business
      following the Closing, including sales of a product (i) with payment terms
      longer than terms customarily offered by the Acquired
      Business
      for such product, (ii) at a greater discount from listed prices than
      customarily offered for that type of product, other than pursuant to a promotion
      of a nature previously used by the Acquired
      Business
      in the ordinary course for such product, (iii) at a price that does not
      give effect to any previously announced general increase in the list price
      for
      that type of product, (iv) with shipment terms more favorable to the
      customer than shipment terms customarily offered to that category of customer
      by
      the Acquired
      Business
      for that type of product, (v) in a quantity greater than the reasonable
      retail or wholesale (as the case may be) resale requirement of the particular
      customer or (vi) in conjunction with other material benefits to the
      customer not previously offered in the ordinary course of business to such
      customer;

     

    (e)  waive
      any rights in respect of any account receivable or fail to timely pay any
      account payable, in
      each case, other
      than in the ordinary course of business;

     

    (f)  enter
      into any material commitment or transaction except in the ordinary course of
      business
      or as contemplated by this Agreement;

     

    (g)  incur,
      create or assume any Indebtedness or take or omit to take any action that
      results in an Encumbrance, other than a Permitted Encumbrance, being imposed
      on
      any asset of Valley or any Sold Subsidiary or any other asset that may be an
      Acquired Asset, except for any Encumbrance that will be discharged at or prior
      to Closing;

     

    (h)  change
      (or permit to be changed) any accounting procedure or practice relating to
      the
Acquired
      Business
      or any of the Acquired Assets,
      except as required by applicable Law or as a result of a change in
      GAAP;

     

    
      
         

      

      
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    (i)  enter
      into, adopt, amend or terminate any Plan, increase in any manner the
      compensation or benefits of any officer, employee or consultant or pay or
      otherwise grant any benefit not required by any Plan, or enter into any contract
      to do any of the foregoing, except to the extent required to do so by applicable
      Law
      or Plan or an
      existing contract to which any Seller or Sold Subsidiary is a
      party;

     

    (j)  enter
      into or offer to enter into or amend, terminate or waive any material right
      under any employment or consulting arrangement with any Person or any group
      of
      Persons;

     

    (k)  make
      or commit to any capital expenditures outside the ordinary course of business,
      except as set forth in Section 3.3(c)
      of the Seller Disclosure Schedule;

     

    (l)  enter
      into, amend or terminate any contract of a type that, if in effect at the date
      of this Agreement, would constitute a Material Contract, or, except in the
      ordinary course of business, enter into, amend or terminate any other contract
      or amend or terminate any existing lease or document relating to any
      Encumbrance;

     

    (m)  pay,
      discharge or satisfy any claims, liabilities or obligations (absolute, accrued,
      asserted or unasserted, contingent or otherwise) relating to the
      Acquired
      Business that would have constituted an Assumed Liability, except in the
      ordinary course of business;

     

    (n)  assert,
      prosecute, waive, settle or compromise any claim, action, suit or proceeding,
      except in the ordinary course of business or with respect to any claim that
      is
      an Excluded Liability;

     

    (o)  terminate
      or allow to lapse any insurance policy set forth in Section 3.16
      of the Seller Disclosure Schedule;

     

    (p)  enter
      into any transaction or any contract with any Affiliate,
      except in the ordinary course of business; or

     

    (q)  take,
      or agree or otherwise commit to take, any of the foregoing actions.

     

    Section
      5.2.  Access
      to Information.

     

    (a)  Prior
      to Closing, Sellers shall (i) provide Purchaser and its officers,
      directors, employees, agents, counsel, accountants, financial advisors, lenders,
      consultants and other representatives (together, its “Representatives”)
      with reasonable access, upon reasonable prior notice and so as not to
      unreasonably interfere with the operation of the Acquired Business, to all
      personnel, officers, employees, agents, accountants, properties and facilities,
      of Sellers, the Sold Subsidiaries, the Acquired
      Business,
      the Acquired Assets and the books and records relating to the Acquired
      Business
      and the Acquired Assets and (ii) furnish Purchaser and its Representatives
      with all such information and data (including copies of contracts, Plans and
      other books and records) concerning the Acquired
      Business
      and operations of the
      Acquired
      Business and the Acquired Assets as Purchaser or any of such Representatives
      reasonably may request; provided, however, that nothing herein shall constitute
      consent to any Phase I or other environmental site assessment. All such
      information shall be kept confidential in accordance with the terms of the
      Confidentiality Agreement, dated as of June 2, 2005, between Purchaser and
      AAS. In the event of a conflict or inconsistency between the terms of this
      Agreement and the Confidentiality Agreement, this
      Agreement will govern.

     

    
      
         

      

      
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    (b)  The
      provisions of the Confidentiality Agreement shall remain binding and in full
      force and effect until the Closing, except that the Confidentiality Agreement
      shall not apply to any documents prepared in connection with or proceeding
      before or filed with, or other disclosure made to, a court, arbitration tribunal
      or mediation service to enforce Purchaser’s rights arising in connection with
      the termination of this Agreement. The information contained herein, in the
      Seller Disclosure Schedule or delivered to Purchaser or its authorized
      Representatives pursuant hereto shall be subject to the Confidentiality
      Agreement as Information (as defined and subject to the exceptions contained
      therein) until the Closing and, for that purpose and to that extent, the terms
      of the Confidentiality Agreement are incorporated herein by reference. All
      obligations of the Purchaser under the Confidentiality Agreement shall terminate
      simultaneously with the Closing as to the Acquired Business. Except as otherwise
      provided herein, Sellers shall, and shall cause their respective Affiliates
      and
      their consultants, advisors and representatives to, treat after the date hereof
      as strictly confidential on
      the same basis as Purchaser is subject under the Confidentiality
      Agreement,
      the terms of this Agreement and all nonpublic, confidential or proprietary
      information concerning the Acquired
      Business.
      No Seller or Affiliate of a Seller has waived,
      nor will it waive, any material provision of any confidentiality or similar
      agreement that relates to any of the Acquired
      Business,
      the Acquired Assets or the Assumed Liabilities.

     

    Section
      5.3.  Reasonable
      Efforts.

     

    (a)  Upon
      the terms and subject to the conditions of this Agreement, each of the parties
      hereto shall use all commercially reasonable efforts to take, or cause to be
      taken, all actions, and to do, or cause to be done, all things necessary, proper
      or advisable under applicable Laws to consummate and make effective the
      transactions contemplated by this Agreement, including as promptly as
      practicable, making any filing or giving any notice required under any antitrust
      or competition Law applicable to the transactions contemplated by this
      Agreement; provided,
      that the parties acknowledge that, with respect to European Union and European
      Economic Area member states, the Purchaser has submitted Form RS under
      Article 4(5) of the EC Merger Regulation to the European Commission in
      order to request a referral from the European Union and European Economic Area
      member states to the European Commission. Sellers and Purchaser each shall
      comply as promptly as practicable with any other Laws that are applicable to
      any
      of the transactions contemplated by this Agreement and pursuant to which any
      consent, approval, order or authorization of, or registration, declaration
      or
      filing with, any Governmental Authority or any other Person in connection with
      such transactions is necessary. Sellers and Purchaser each shall, unless
      precluded by Law, furnish to the others such necessary information and
      reasonable assistance as the others may request in connection with their
      preparation of any filing, registration or declaration which is necessary under
      any antitrust, competition or other Laws. Purchaser and Sellers shall keep
      each
      other apprised of the status of any communications with, and any inquiries
      or
      requests for additional information from, any Governmental Authority in respect
      of any such filing, registration or declaration, and shall comply promptly
      with
      any such inquiry or request (and, unless precluded by Law, provide copies of
      any
      such communications that are in writing). The parties shall use their respective
      commercially reasonable efforts and take all necessary action to obtain any
      clearance under any antitrust, competition or other Laws or any other consent,
      approval, order or authorization of any Governmental Authority under antitrust
      or competition Laws, necessary in connection with the transactions contemplated
      by this Agreement or to resolve any objections that may be asserted by any
      Governmental Authority with respect to the transactions contemplated by this
      Agreement. Nothing in this Agreement shall require Purchaser or its Affiliates
      to divest or hold separate or agree to any limitations on or other requirements
      in respect of the operation of any business, division or operating unit of
      Purchaser or any of its Affiliates, including the Acquired Business and the
      Acquired Assets, from and after the Closing. The costs of all filing fees
      payable in respect of antitrust or competition Law notifications or applications
      shall be borne equally by Sellers (on the one hand) and Purchaser (on the other
      hand), and each promptly shall reimburse the other for said party’s share of
      those costs.

     

    
      
         

      

      
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    (b)  Subject
      to the terms and conditions of this Agreement, each party shall use its
      commercially reasonable efforts to cause the Closing to occur as promptly as
      practicable, including by defending against any lawsuits, actions or
      proceedings, judicial or administrative, challenging this Agreement or the
      consummation of the transactions contemplated hereby, and seeking to have any
      preliminary injunction, temporary restraining order, stay or other legal
      restraint or prohibition entered or imposed by any court or other Governmental
      Authority that is not yet final and nonappealable, vacated or
      reversed.

     

    (c)  Purchaser
      and Sellers each shall use their commercially reasonable efforts to obtain
      as
      promptly as practicable all Acquired Permits required by Law for Purchaser
      to
      conduct the Acquired Business following the Closing and to own the Acquired
      Assets. Notwithstanding the foregoing, neither Purchaser nor any Seller shall
      be
      required to expend any material sum or agree to a material concession to any
      Governmental Authority to obtain any such Acquired Permits.

     

    (d)  Sellers
      and Purchaser will cooperate and use their respective commercially reasonable
      efforts to obtain as promptly as practicable all consents, approvals and waivers
      required by third Persons to transfer the Acquired Assets to Purchaser in a
      manner that will avoid any applicable default, conflict, or termination of
      rights under or in respect of the Acquired Assets. Nothing in this Section
      shall
      (i) require Sellers or Purchaser to expend any material sum, make a
      material financial commitment or grant or agree to any material concession
      to
      any third Person to obtain any such consent, approval or waiver or
      (ii) alter, diminish or otherwise affect Purchaser’s rights under
      Article VI.

     

    Section
      5.4.  Restructuring;
      Debt Tenders.

     

    (a)  Sellers
      shall cause the Restructuring to be duly completed before the Closing in
      accordance with the provisions set forth in Exhibit 5.4.

     

    
      
         

      

      
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    (b)  Sellers
      shall cause AAHC to commence, and thereafter to use commercially reasonable
      efforts to complete, (i) a combined tender offer and consent solicitation
      in respect of the HoldCo Notes (the “HoldCo
      Tender”)
      and (ii) a combined tender offer and consent solicitation in respect of the
      OpCo Notes (the “OpCo
      Tender”).
      In the HoldCo Tender and the OpCo Tender, the respective offerors will offer
      to
      purchase all of the outstanding Notes to which the tender offer relates on
      terms
      that require tendering noteholders to furnish written consents to amendments
      to
      the HoldCo Indenture (for notes tendered pursuant to the HoldCo Tender) (the
      “HoldCo
      Indenture Amendments”)
      and the OpCo Indenture (for notes tendered pursuant to the OpCo Tender) (the
      “OpCo
      Indenture Amendments”).
      The terms of the HoldCo Indenture Amendments and the OpCo Indenture Amendments
      shall be substantially as set forth on Schedule 5.4
      to this Agreement with such changes as may reasonably be requested by the
      trustee under the HoldCo Indenture and the trustee under the OpCo Indenture
      and
      reasonably acceptable to Purchaser and Sellers. The other terms of the HoldCo
      Tender and the OpCo Tender shall be reasonably acceptable to Purchaser and
      shall
      include any terms reasonably requested by Purchaser; provided,
      that under no circumstances shall the price offered in the HoldCo Tender or
      the
      OpCo Tender exceed 101% of accreted value of the notes (in the case of the
      HoldCo Tender) or 101% of principal amount of the notes (in the case of the
      OpCo
      Tender). The HoldCo Tender and the OpCo Tender shall be commenced promptly
      (and
      in any event within five Business Days) after Purchaser notifies Sellers that
      Purchaser expects that the condition described in Section 6.1(a) of this
      Agreement (regarding governmental clearances) will be obtained within the
      following 35 days. The conditions to the obligations of the offerors to
      accept and pay for notes tendered in response to the HoldCo Tender and the
      OpCo
      Tender will include (i) a condition that sufficient consents shall have
      been received and not rescinded for the HoldCo Indenture Amendments and the
      OpCo
      Indenture Amendments to become effective when the tendered notes are accepted
      for payment and (ii) a condition that upon acceptance of the tendered notes
      for payment, all of the conditions to Purchaser’s obligations under this
      Agreement (other than the conditions that by their terms cannot be satisfied
      until the Closing) shall have been satisfied or waived. The
      parties shall cooperate with each
      other in respect of the HoldCo Tender and the OpCo Tender, and in taking all
      actions reasonably required to cause the HoldCo Indenture Amendments and the
      OpCo Indenture Amendments to become effective, including providing any
      historical and pro forma financial information relating to the Acquired Business
      that the Sellers or Purchaser shall reasonably deem necessary or advisable
      for
      inclusion in the HoldCo Tender and the OpCo Tender documents and by obtaining
      confirmation from the HoldCo Indenture Trustee and the OpCo Indenture Trustee
      that the Trustee will execute and deliver counterparts of the Indenture
      supplements and other instruments giving effect to the HoldCo Indenture
      Amendments and the OpCo Indenture Amendments when the requisite amount of
      noteholder consents is obtained pursuant to the terms of the HoldCo Tender
      or
      the OpCo Tender, as applicable, and by causing the delivery to the Trustee
      of
      such certificates, legal opinions and other materials as the Trustee may require
      in accordance with the terms of the applicable Indentures. Sellers
      (on the one hand) and Purchaser (on the other) each shall bear 50% of the costs
      and expenses (other than the fees and other charges of their respective legal
      counsel and the amounts paid for the tendered HoldCo Notes and OpCo Notes)
      incurred in connection with the HoldCo Tender and the OpCo Tender, and each
      promptly shall reimburse the other for such party’s share of those costs and
      expenses.

     

    Section
      5.5.  Notification.

     

    (a)  From
      time to time prior to the Closing, Sellers shall notify Purchaser in writing,
      promptly after learning thereof, with respect to any matter hereafter arising
      or
      any information obtained after the date hereof that, if existing, occurring
      or
      known at or prior to the date of this Agreement, would have been required to
      be
      set forth or described in the Seller Disclosure Schedule or that is necessary
      to
      complete or correct any information in such schedule or in any representation
      and warranty of Sellers that has been rendered inaccurate thereby. Sellers
      promptly shall inform Purchaser of any claim by a third party that a contract
      has been breached, is in default, or may not be renewed or that a consent would
      be required as a result of the transactions contemplated by this
      Agreement.

     

    
      
         

      

      
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    (b)  Each
      party
      shall give notice to the
      other parties
      promptly after becoming aware of (i) the occurrence or non-occurrence of
      any event whose occurrence or non-occurrence would be likely to cause either
      (A) any representation or warranty contained in this Agreement to be untrue
      or inaccurate in any material respect at any time from the date hereof to the
      Closing Date or (B) any condition set forth in Article VI to be
      unsatisfied in any material respect at any time from the date hereof to the
      Closing Date and (ii) any material failure of such
      party,
      any of its
      Affiliates or any officer, director, employee or agent thereof, to comply with
      or satisfy any covenant, condition or agreement to be complied with or satisfied
      by it hereunder.

     

    (c)  No
      notice given pursuant to this Section 5.5 shall have any effect on the
      representations, warranties, covenants or agreements contained in this Agreement
      for purposes of determining satisfaction of any condition contained herein
      or
      shall in any way limit any party’s right to indemnity under
      Article VIII.

     

    Section
      5.6.  Use
      of Names.
      The
      Purchaser and CHAAS shall enter into the Trademark License Agreement on the
      Closing Date. Pursuant to the Trademark License Agreement, the Purchaser shall
      grant to CHAAS and its Affiliates a license, which shall be exclusive in the
      field of use described below and royalty-free,
      non-assignable
      and non-sublicenseable
      to third parties, for the use of the name “SportRack” (a) for a period of 180
      days after the Closing Date solely in the automotive original equipment
      manufacturer market worldwide (i.e., the market for equipment installed by
      manufacturers or their dealers on new automotive vehicles before sale to end
      users) and (b) for a period of 120 days after the Closing Date solely in the
      original equipment suppliers market worldwide (i.e., the market for equipment
      installed by authorized third-party representatives on automotive vehicles
      after
      those vehicles are first sold to end users) and solely for invoicing purposes
      in
      respect of Chrysler-MOPAR and GM-Saturn. Other
      than as provided for in the Trademark License Agreement with respect to the
      name
“SportRack”, Sellers agree, for themselves and their Affiliates and their
      respective successors and assigns, that from and after the
      Closing none of them will use the names “Brink”, “SportRack” or “Valley” or any
      abbreviation of or derivation from those names or any name confusingly similar
      to those names in any form whatsoever, including in respect of advertising
      and
      promotional materials. Simultaneously with the Closing, Sellers shall cause
      Valley to amend its certificate of formation or similar governing document
      to
      change its name to a name that does not contain the word “Valley” or any
      substantially similar word.

     

    Section
      5.7.  Transfer
      Taxes.
      All transfer, registration, stamp, documentary, value added, sales, use and
      similar Taxes (including all applicable real estate transfer or gains Taxes
      and
      transfer Taxes), any penalties, interest and additions to Tax, and fees incurred
      in connection with the transactions contemplated by this Agreement shall be
      borne
      equally by Sellers (on the one hand) and Purchaser (on the other hand), and
      each
      promptly shall reimburse the other for said party’s share of those Taxes.
      Sellers and Purchaser shall cooperate in the timely making of all filings,
      returns, reports and forms as may be required in connection
      therewith.

     

    
      
         

      

      
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    Section
      5.8.  Non-Competition.

     

    (a)  From
      the Closing and for two years thereafter, Sellers will not, and will cause
      their
      Affiliates not to, directly or indirectly anywhere in the United States and
      in
      any other jurisdiction in which the Acquired Business operates, (i) engage
      in, own any interest in, invest in, lend funds to, or provide any management,
      consulting, financial, administrative or other services to any business that
      sells or markets automotive towing systems and/or roof-mounted or hitch-mounted
      load-carrying systems in the automotive aftermarket, except for roof rails
      and
      cross-rails in the original equipment suppliers market (the “Restricted
      Market”),
      directly or indirectly in any manner, (ii) solicit, sell or attempt to sell
      automotive towing systems and/or roof-mounted or hitch-mounted load-carrying
      systems in the automotive aftermarket to any Person that is a customer of the
      Acquired
      Business
      (or any successor), (iii) disclose any confidential or non-public
      information regarding the Acquired
      Business
      or the Acquired Assets to any third party or (iv) directly or indirectly
      solicit or encourage to leave employ or contract or offer to employ or contract
      with any Person who is (or was during the previous 12 months) an employee
      or independent contractor of the Acquired Business (or any successor) who is
      (A) at management-level or above, (B) employed in a sales or account
      management capacity or (C) engaged in research and development activities,
      and, in the case of (B) and (C), earns more than $40,000 per year, or who is
      (or
      was during the previous 12 months) hired by Purchaser in connection with
      the transactions contemplated hereby; provided,
      that notwithstanding the foregoing Sellers and their Affiliates may
      (x) continue to own the Retained Businesses, and to operate those
      businesses substantially as now conducted, (y) own, directly or indirectly,
      solely as an investment, securities of any Person that are traded on any
      national securities exchange or Nasdaq if Sellers and their Affiliates
      collectively (1) are not a controlling Person of, or a member of a group
      that controls such Person and (2) do not, directly or indirectly, own two
      percent or more of any class of securities of such Person and (z) acquire
      and hold interests in or securities of any Person that derived 15% or less
      of
      its total annual revenues in its most recent fiscal year from the sale of
      automotive towing systems and/or roof-mounted or hitch-mounted load-carrying
      systems in the automotive aftermarket; provided, further, that the provisions
      of
      this Section 5.8 shall not apply to any Person that acquires the Retained
      Business if such Person operates or conducts business in the Restricted Market
      prior to such person’s acquisition of the Retained Business and derived more
      than $10 million of revenues from such business in its fiscal year most
      recently ended prior to the acquisition of the Retained Business.
      Notwithstanding the foregoing, the provisions of this Section 5.8 shall not
      apply to any company or business acquired by Castle Harlan, Inc. or any of
      the
      funds or accounts managed by it that conducts business or operates in the
      Restricted Market, so long as such company or business is not functionally
      combined with the Retained Business or any material portion
      thereof.

     

    (b)  The
      parties hereto recognize that the Laws and public policies of various
      jurisdictions may differ as to the validity and enforceability of covenants
      similar to those set forth in this Section. It is the intention of the parties
      that the provisions of this Section be enforced to the fullest extent
      permissible under the Laws and policies of each jurisdiction in which
      enforcement may be sought, and that the unenforceability (or the modification
      to
      conform to such Laws or policies) of any provisions of this Section shall not
      render unenforceable, or impair, the remainder of the provisions of this
      Section. Accordingly, if any provision of this Section shall be determined
      to be
      invalid or unenforceable, such invalidity or unenforceability shall be deemed
      to
      apply only with respect to the operation of such provision in the particular
      jurisdiction in which such determination is made and not with respect to any
      other provision or jurisdiction. Furthermore, if in any jurisdiction in which
      any provision of this Section otherwise would be unenforceable, the provision
      would be enforceable if reduced in extent, then for conduct in that particular
      jurisdiction only, the relevant provision shall be deemed reduced in scope
      to
      the extent required to render it enforceable.

     

    
      
         

      

      
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    The
      parties to this Agreement acknowledge and agree that any remedy at law for
      any
      breach of the provisions of this Section would be inadequate, and Sellers hereby
      consent to the granting by any court of an injunction or other equitable relief,
      without the necessity of actual monetary loss being proved, in order that the
      breach or threatened breach of such provisions may be effectively
      restrained.

     

    Section
      5.9.  Assignment
      of Contracts and Rights;
      Shared Contracts and Shared Intellectual Property.

     

    (a)  Notwithstanding
      any provision herein to the contrary, this Agreement shall not constitute an
      agreement to assign any Acquired Asset or any claim or right or any benefit
      arising thereunder or resulting therefrom if such assignment, without the
      consent of a third Person, would constitute a breach or other contravention
      of
      such Acquired Asset or in any way adversely affect the rights of Purchaser
      or
      Sellers thereunder. Sellers and Purchaser will use their commercially reasonable
      efforts (but without any payment of money by any of them) to obtain the consent
      of such Persons in respect of any such Acquired Asset or any claim or right
      or
      any benefit arising thereunder for the assignment thereto to Purchaser as
      Purchaser may request. If such consent is not obtained, or if an attempted
      assignment thereof would be ineffective or would adversely affect the rights
      of
      Sellers or their Affiliates hereunder so that Purchaser would not in fact
      receive all such rights, Sellers will cooperate in a mutually agreeable
      arrangement pursuant to which Purchaser would obtain the benefits and assume
      the
      obligations thereunder in accordance with this Agreement, including
      sub-contracting, sub-licensing or sub-leasing to Purchaser, or under which
      Sellers or their Affiliates would enforce for the benefit of Purchaser, with
      Purchaser assuming Sellers’ or their Affiliates’ obligations, any and all rights
      of Sellers or their Affiliates against a third party thereto. Sellers will
      promptly pay to Purchaser when received all monies received by Sellers or their
      Affiliates under any Acquired Asset or any claim or right or any benefit arising
      thereunder, and Sellers and Purchaser shall continue to cooperate and use all
      commercially reasonable efforts to obtain such consent and to provide Purchaser
      with all such rights. Nothing in this Section shall affect Purchaser’s other
      rights under this Agreement and shall not affect the conditions to Purchaser’s
      obligation to close. The provisions of this Section shall not limit, modify
      or
      otherwise affect any representation or warranty of Sellers under this
      Agreement.

     

    (b)  At
      and following the Closing, the parties will treat the Shared Contracts and
      the
      Shared Intellectual Property as provided in Schedule 5.9.

     

    Section
      5.10.  Insurance
      Coverage.

     

    (a)  If
      (a) an event or circumstance occurs prior to the Closing with respect to
      Valley or the Valley Assets that causes Purchaser to incur any Losses after
      the
      Closing because such Losses are Assumed Liabilities under
      Section 2.3(a)(i), (b) such Losses are covered by insurance maintained
      by any Seller or any Affiliate of Seller or as to which any Seller or any
      Affiliate of Seller is an additional insured that is effective and
      (c) Purchaser or any of its Affiliates is unable to assert a claim under
      such insurance pursuant to applicable Law, Sellers, at the written request
      of
      Purchaser and at Purchaser’s cost, shall use their commercially reasonable
      efforts to prosecute diligently any insurance claims that may be asserted in
      respect thereof; provided,
      that such claims shall be made subject to the terms and conditions of such
      insurance covering such claims, including all deductibles. Following the
      Closing, if any Seller or Affiliate of Seller recovers insurance proceeds in
      respect of any amounts in respect of such Losses, such Seller or Affiliate
      of
      Seller shall promptly remit such proceeds, net of any deductibles or
      unreimbursed costs incurred pursuant to this Section, to Purchaser.

     

    
      
         

      

      
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    (b)  All
      occurrences through and including the Closing Date giving rise to workers’
compensation claims by any Person employed by Valley shall continue to be the
      responsibility of Sellers and their Affiliates from and after the Closing and
      Sellers and their Affiliates shall pay all Liabilities arising from or relating
      to each such claim when the amount of such claim has been finally determined
      and
      is due and payable.

     

    Section
      5.11.  Employee
      Matters.

     

    (a)  Sellers
      shall make available to Purchaser all employees (other than those set forth
      in
Section 5.11(a)(i)
      of the Sellers Disclosure Schedule)
      of Valley for the purposes of interviewing. Purchaser shall make an offer of
      employment to each individual who is an employee of Valley (other than those
      employees (the “Non-Transferred
      Employees”)
      as set forth in Section 5.11(a)(ii)
      of the Seller Disclosure Schedule)
      on the date of this Agreement and remains an employee through the time of the
      Closing and any employee on vacation, short-term leave of absence or short-term
      disability with a definite date of return (“Business
      Employees”),
      on compensation terms not materially less favorable in the aggregate than those
      currently in effect. The employees of the Sold Subsidiaries at the time of
      the
      Closing and any Business Employees who accept and commence employment with
      Purchaser as of the Closing are collectively referred to as the “Transferred
      Employees.”
      Sellers will not take, and will cause each of their respective Affiliates not
      to
      take, any action that would impede, hinder, interfere or otherwise compete
      with
      Purchaser’s effort to hire and/or subsequently employ any Business Employees.
      Purchaser shall not assume any responsibility for any Transferred Employee
      that
      is not an employee of a Sold Subsidiary until such employee commences employment
      with Purchaser.

     

    (b)  Purchaser
      or its designated Affiliate shall acquire or assume and Sellers shall assign
      sponsorship of the Seller Plans set forth on Schedule 5.11(b)
      as of the Closing (none of which are defined benefit plans subject to ERISA
      or
      otherwise subject to U.S. law).
      The Seller Plans assumed by or acquired by Purchaser under the foregoing
      provisions of this Section 5.11(b) (including any Seller Plan sponsored
      solely by a Sold Subsidiary) shall be referred to herein as the “Assumed
      Plans”.
      Sellers represent, warrant and covenant that there are no impediments to the
      assumption of the Assumed Plans (including any issues with the Plan’s conformity
      to applicable rules and regulations and related compliance matters, transfer
      of
      any related insurance, administrative or other contracts and any related fund
      transfers) by Purchaser or its designated Affiliate. Purchaser shall assume
      all
      Liabilities relating to the Assumed Plans. Sellers shall transfer all assets
      associated with any Assumed Plan to Purchaser or an Affiliate of Purchaser
      designated by Purchaser. Sellers shall cooperate in the execution of any
      documents, adoption of any corporate resolutions and the taking of any and
      all
      other actions as may be reasonably necessary or appropriate to effectuate the
      sponsorship and acquisition or assumption provided for by this
      Section 5.11(b). After the date hereof, Sellers shall provide any
      information and assistance reasonably requested by Purchaser in connection
      with
      Purchaser’s efforts to maintain the Assumed Plans (or their successors) in
      accordance with all applicable requirements, and in connection with the
      fulfillment by Purchaser of any reporting, disclosure or filing requirements
      arising after the date hereof with respect to the Assumed Plans. Purchaser
      shall
      not have any liabilities or responsibilities in respect of any Plan that is
      not
      an Assumed Plan.

     

    
      
         

      

      
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    (c)  The
      parties agree to furnish each other, to the extent permitted by Law, with such
      information concerning employees and employee benefit plans, and to take all
      such other action, as is necessary and appropriate to effect the transactions
      contemplated by this Agreement and to cooperate with each other in addressing
      inquiries from employees.

     

    (d)  The
      parties shall cooperate in good faith to determine whether any notification
      may
      be required under the Workers Adjustment and Retraining Notification Act or
      any
      other Laws as a result of the transactions contemplated by this Agreement and
      to
      comply with any such Law with respect to any “plant closing” or “mass layoff”
(as defined in the WARN Act or any such Law) or similar event affecting
      Transferred Employees and occurring on or after the Closing.

     

    (e)  (i)Effective
      as of the Closing, Sellers shall cause the Sold Subsidiaries to cease to be
      participating employers in the employee benefit plans of the Sellers and, as
      of
      the Closing Date, all Transferred Employees shall cease to accrue benefits
      under
      and otherwise to participate as active participants in the employee benefit
      plans of the Sellers. Purchaser agrees that for a period of one year from the
      Closing Date, it shall, or shall cause one or more of its Affiliates and/or
      the
      Sold Subsidiaries to, maintain employee benefit and compensation plans, programs
      and arrangements for the benefit of the Transferred Employees that, when taken
      in the aggregate, are comparable to those provided to such Transferred Employees
      immediately before the Closing.

     

    (ii)  For
      all purposes under the employee
      benefit plans (other than any Seller Plan) of Purchaser and its Affiliates
      providing benefits to any Transferred Employees after the Closing (the
“New
      Plans”),
      each Transferred Employee shall be credited with his or her years of service
      with Sellers and their subsidiaries (including the Sold Subsidiaries) as of
      the
      Closing Date, to the same extent as such Transferred Employee was entitled,
      before the Closing, to credit for such service under any similar employee
      benefit plans of the Sellers, except to the extent such credit would result
      in a
      duplication of benefits, and except for purposes of benefit accrual under any
      defined benefit pension plan. In addition, and without limiting the generality
      of the foregoing: (A) each Transferred Employee shall be immediately
      eligible to participate, without any waiting time, in any and all New Plans
      to
      the extent coverage under such New Plan replaces coverage under a comparable
      employee benefit plan in which such Transferred Employee previously participated
      (such plans, collectively, the “Old
      Plans”);
      and (B) for purposes of each New Plan providing medical, dental,
      pharmaceutical, vision and/or disability benefits to any Transferred Employee,
      Purchaser shall, or shall cause one or more of its Affiliates to, cause all
      preexisting condition exclusions and actively-at-work requirements of such
      New
      Plan to be waived for such employee and his or her covered dependents, to the
      extent such exclusions and requirements were waived with respect to the
      Transferred Employee under comparable Old Plans, and Purchaser shall, or shall
      cause one or more of its Affiliates to, cause any eligible expenses incurred
      by
      such Transferred Employee and his or her covered dependents during the portion
      of the plan year of the Old Plan ending on the date such Transferred Employee’s
      participation in the corresponding New Plan begins to be taken into account
      under such New Plan for purposes of satisfying all deductible, coinsurance
      and
      maximum out-of-pocket requirements applicable to such Transferred Employee
      and
      his or her covered dependents for the applicable plan year as if such amounts
      had been paid in accordance with such New Plan.

     

    
      
         

      

      
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    (f)  The
      Sellers shall cause the outstanding stock options of Brink International B.V.
      to
      be cashed-out and extinguished prior to the Closing.

     

    Section
      5.12.  Bulk
      Sale Filings.
      Except as set forth in Section 5.12
      of the Seller Disclosure Schedule,
      Purchaser hereby waives compliance for Sellers and their Affiliates with the
      provisions of any bulk sales transfer Laws applicable to the transfers described
      in this Agreement.

     

    Section
      5.13.  Further
      Assurances; Post-Closing Cooperation.

     

    (a)  From
      time to time after the Closing, without additional consideration, each of the
      parties hereto will (or, if appropriate, cause their Affiliates to) execute
      and
      deliver such further instruments and take such other action as may be necessary
      to make effective the transactions contemplated by this Agreement and the
      Transaction Documents. If any party to this Agreement shall following the
      Closing have in its possession any asset or right that under this Agreement
      should have been delivered to the other, such party shall promptly deliver
      such
      asset or right to the other.

     

    (b)  Following
      the Closing, Sellers will afford Purchaser and its Representatives (i) such
      access as Purchaser may reasonably request to all books, records and other
      data
      and information, including any information from employees of Sellers and their
      Affiliates, relating to the Acquired
      Business,
      the Acquired Assets, the Excluded Assets, the Assumed Liabilities and the
      Excluded Liabilities and (ii) the right to make copies and extracts
      therefrom with respect to such matters. Further, each party agrees for a period
      extending seven
      years after the Closing Date not to destroy or otherwise dispose of any such
      books, records and other data unless such party shall first offer in writing
      to
      surrender such books, records and other data to the other party and such other
      party shall not agree in writing to take possession thereof during the ten-day
      period after such offer is made.

     

    Section
      5.14.  Transition
      Services.
      Sellers or their Affiliates shall provide such transition services as set forth
      on Schedule 5.14.
      Such services shall (i) be performed in a prompt and commercially
      reasonable manner and (ii) be provided at Sellers’ cost of providing such
      services (without taking into account general overhead or similar charges).
      The
      obligations of Sellers under this Section 5.14
      shall terminate twenty-four months after the Closing.

     

    
      
         

      

      
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    Section
      5.15.  Real
      Estate Matters.
      The Sellers shall reasonably cooperate with the Purchaser, at no expense to
      Sellers, in connection with the Purchaser’s procurement of (i) title
      insurance policies dated as of the Closing Date for all Owned Real Property
      transferred hereunder, naming the Purchaser or its designee as the insured
      party
      under such policies and (ii) an updated ALTA survey dated as of the Closing
      Date for all Owned Real Property transferred hereunder, including the provision
      of such certificates and affidavits of the Sellers or other documents to the
      extent reasonably required by the title companies providing title insurance.
      For
      the avoidance of doubt, the premiums payable in respect of such title insurance
      policies shall be borne by the Purchaser.

     

    Section
      5.16.  Certificate
      Regarding 2003 Purchase Agreement.
      The Sellers shall use commercially reasonable efforts to facilitate the
      assignment of the rights of the Sellers and their Affiliates under the 2003
      Purchase Agreement and to obtain confirmation from the seller under the 2003
      Purchase Agreement of the nature and extent of the remaining executory
      obligations of the Sellers and their Affiliates under the 2003 Purchase
      Agreement (it being understood that the Purchaser shall not be required to
      assume any obligations under the 2003 Purchase Agreement that are not reasonably
      acceptable to it).

     

    Section
      5.17.  Escrow
      Agent Fees and Indemnity Costs.
      

     

    (a)  Sellers
      (on the one hand) and Purchaser (on the other) shall each pay 50% of the amounts
      payable to the Escrow Agent in respect of fees to, or indemnification of, the
      Escrow Agent pursuant to the Escrow Agreement; provided
      that Sellers shall be solely responsible for any Taxes imposed in respect of
      the
      Escrow Fund (as defined in the Escrow Agreement). 

     

    (b)  Sellers
      shall pay all amounts payable to the Escrow Agent in respect of fees to, or
      indemnification of, the Escrow Agent pursuant to the Tax Refund Escrow
      Agreement; provided
      that Purchaser shall be solely responsible for any Taxes imposed in respect
      of
      the Tax Refund Escrow Amount (as defined in the Tax Refund Escrow
      Agreement).

     

    Section
      5.18.  Actions
      Required for Release of Cross-Guarantees.
      Sellers shall take all such actions necessary to cause the release of any
      guarantee listed on Schedule
      3.33.

     

    ARTICLE
      VI


     

    CONDITIONS

     

    Section
      6.1.  Conditions
      to Each Party’s Obligations.
      The respective obligations of each party to effect the Closing are subject
      to
      the satisfaction or waiver at or prior to the Closing of the following
      conditions:

     

    (a)  All
      necessary consents and approvals of any Governmental Authority required for
      the
      consummation of the transactions contemplated by this Agreement shall have
      been
      obtained.

     

    
      
         

      

      
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    (b)  No
      statute, rule, regulation, order, decree or injunction shall have been enacted,
      entered, promulgated or enforced by a Governmental Authority that prohibits
      the
      consummation of the transactions contemplated by this Agreement.

     

    (c)  Consents
      shall have been received in respect of the HoldCo Notes and the OpCo Notes
      that
      have become irrevocable in accordance with their terms in amounts sufficient
      to
      cause the HoldCo Indenture Amendments and the OpCo Indenture Amendments to
      become effective.

     

    Section
      6.2.  Conditions
      to the Purchaser’s Obligations.
      The obligations of Purchaser to effect the Closing are further subject to the
      satisfaction or waiver at or prior to the Closing of the following
      conditions:

     

    (a)  Each
      of the representations and warranties made by Sellers in this Agreement (without
      giving effect to any materiality or Business Material Adverse Effect qualifiers)
      shall be true and correct, in each case as of the date of this Agreement and
      at
      and as of the Closing Date as if made on that date (except in any case that
      representations and warranties that expressly speak as of a specified date
      or
      time need only be true and correct as of such specified date or time), except
      for any such failure to be true and correct as could not reasonably be expected,
      individually or in the aggregate, to have a Business Material Adverse Effect
      or
      Seller Material Adverse Effect.

     

    (b)  Sellers
      shall have performed and complied in all material respects with each agreement,
      covenant and obligation required by this Agreement to be so performed or
      complied with by Sellers at or before the Closing.

     

    (c)  The
      Restructuring shall have been completed
      in accordance with the provisions set forth in Exhibit 5.4
      to this Agreement.

     

    (d)  Since
      the date of this Agreement, no event, circumstance or change shall have
      occurred, that individually or in the aggregate with one or more other events,
      circumstances or changes, have had or reasonably could be expected to have
      a
      Seller Material Adverse Effect or a Business Material Adverse
      Effect.

     

    (e)  All
      consents or approvals listed in Section 6.2(e)
      of the Seller Disclosure Schedule,
      and any other consents or approvals the absence of which reasonably could be
      expected to have a Business Material Adverse Effect following the Closing,
      shall
      have been obtained and Purchaser shall have received copies of such consents
      and
      approvals in form and substance reasonably satisfactory to
      Purchaser.

     

    (f)  Sellers
      shall have delivered to Purchaser a certificate, dated the Closing Date and
      duly
      executed by the Chief Executive Officer of AAHC, in form and substance
      reasonably satisfactory to Purchaser, to the effect of the preceding
      clauses (a) through (d).

     

    (g)  Each
      of AAHC and Valley shall have provided to Purchaser a certificate prepared
      in
      accordance with Treasury Regulation Section 1.1445-2(b)(2) confirming such
      Seller’s non-foreign status.

     

    
      
         

      

      
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    (h)  Sellers
      shall have delivered to Purchaser evidence
      reasonably
      satisfactory to Purchaser demonstrating that the Sold Subsidiaries and their
      respective assets have been released from all Liabilities and Encumbrances
      whatsoever in respect of (i) the Amended and Restated Credit Agreement,
      dated as of May 23, 2003, among Valley, Brink International B.V.,
      SportRack, LLC, the other parties thereto designated as credit parties, General
      Electric Capital Corporation and the other financial institutions party thereto,
      and (ii) all intercompany or other obligations to any Seller or any
      Affiliate of any Seller.

     

    (i)  Sellers
      shall have fulfilled those obligations set forth in Section 3.2(c)
      of the Seller Disclosure Schedule
      to notify and/or consult with their respective employees or employee
      representatives, unions, works councils or other employee representative bodies
      and resolved any outstanding issues in connection with such notification and
      consultation obligations in a manner satisfactory to Purchaser.

     

    Section
      6.3.  Conditions
      to Sellers’ Obligations.
      The obligations of Sellers to effect the Closing are further subject to the
      satisfaction or waiver at or prior to the Closing of the following
      conditions:

     

    (a)  Each
      of the representations and warranties made by Purchaser in this Agreement
      (without giving effect to any materiality or Purchaser Material Adverse Effect
      qualifiers) shall be true and correct, in each case as of the date of this
      Agreement and at and as of the Closing Date as if made on that date (except
      in
      any case that representations and warranties that expressly speak as of a
      specified date or time need only be true and correct as of such specified date
      or time), except for any such failure to be true and correct as could not
      reasonably be expected, individually or in the aggregate, to have a Purchaser
      Material Adverse Effect.

     

    (b)  Purchaser
      shall have performed and complied with, in all material respects, each
      agreement, covenant and obligation required by this Agreement to be so performed
      or complied with by Purchaser at or before the Closing.

     

    (c)  Purchaser
      shall have delivered to Sellers a certificate, dated the Closing Date and duly
      executed by Purchaser’s Chief Executive Officer, in form and substance
      reasonably satisfactory to Sellers, to the effect of (a) and (b).

     

    ARTICLE
      VII


     

    TAX
      MATTERS

     

    Section
      7.1.  Tax
      Covenants.

     

    (a)  Notwithstanding
      anything in this Agreement to the contrary, without the prior written consent
      of
      Purchaser (not to be unreasonably withheld, conditioned or delayed), no Seller,
      Sold Subsidiary or Affiliate of Sellers or a Sold Subsidiary shall make or
      change any Tax election, change any annual Tax accounting period, adopt or
      change any method of Tax accounting (unless required by applicable Law), file
      any amended Tax Return, enter into any closing agreement, settle any Tax claim
      or assessment, surrender any right to claim a Tax refund, offset or other
      reduction in Tax liability or consent to any extension or waiver of the
      limitations period applicable to any Tax claim or assessment, in each case,
      relating to or affecting any Sold Subsidiary, the
      Acquired
      Business or any of the Acquired Assets if any such action or omission could
      reasonably be expected to result in a Tax liability of a Purchaser Indemnified
      Party and such party would not be entitled to indemnification from Sellers
      pursuant to Sections 8.2 and 8.4 for such Tax liability.

     

    
      
         

      

      
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    (b)  (i)For
      purposes of clause (ii)(B) of the definition of “Excluded Tax”, Taxes in
      respect of assets owned by Valley, if any, attributable to any Straddle Period
      shall be allocated on a per diem basis to (A) Sellers for the portion of
      such Straddle Period up to and including the Closing Date, and
      (B) Purchaser for the portion of such Straddle Period subsequent to the
      Closing Date. 

     

    (ii)  For
      purposes of clause (iii) of Section 2.4(f), Straddle Period Taxes shall be
      allocated to (A) Sellers for the portion of such Straddle Period up to and
      including the Closing Date, and (B) Purchaser for the portion of such Straddle
      Period subsequent to the Closing Date. For purposes of this clause (ii) of
      Section 7.1(b), Taxes for the portion of each Straddle Period up to and
      including the Closing Date and for the portion of such Straddle Period
      subsequent to the Closing Date shall be determined on the basis of an interim
      closing of the books as of the close of business on the Closing Date as if
      such
      Straddle Period consisted of one Taxable period ending on the Closing Date
      followed by a Taxable period beginning on the day following the Closing Date.
      For this purpose, exemptions, allowances or deductions that are calculated
      on an
      annual basis, such as the deduction for depreciation, shall be apportioned
      on a
      daily basis.

     

    (c)  Sellers
      shall (I) prepare or cause to be prepared, and file or cause to be filed all
      Tax
      Returns of Sellers and any Sold Subsidiaries, including consolidated, combined
      or unitary Tax Returns which include Sellers or any Sold Subsidiary, that (i)
      are due prior to the Closing Date and (ii) with respect to AAS, relate to a
      Taxable period ending on or before the Closing Date and (II) shall pay any
      related Tax. Purchaser shall be responsible for filing all Tax Returns required
      to be filed by or on behalf of any Sold Subsidiary or any Acquired Asset that
      are not described in the first sentence of this Section 7.1(c);
provided,
      that at least ten (10) Business Days before the Closing Date, Sellers shall
      provide Purchaser with a schedule showing the due dates of all such Tax Returns
      due within sixty (60) days following the Closing Date; provided,
      further,
      that with respect to each Tax Return for a Pre-Closing Tax Period (including
      a
      Stub Tax Period) or a Straddle Period to be prepared by Purchaser pursuant
      to
      the foregoing, Purchaser shall provide such Tax Return to Sellers for their
      review and comment at least 30 days prior to filing such Tax Return together
      with all supporting work papers and Purchaser's calculation of the Tax refund
      to
      be received, or the Tax payable, with respect to such Tax Return and the portion
      of such Tax refund or Tax payable that is allocable to Sellers (the
“Tax
      Materials”).
      Sellers shall have a period of 20 days to provide Purchaser with a statement
      of
      any disputed items with respect to the Tax Materials. In the event that Sellers
      and Purchaser are unable to reach agreement with respect to any disputed items
      within a period of 5 days, all such disputed items shall be finally and
      conclusively determined by an accounting firm reasonably acceptable to Purchaser
      and Sellers, the fees and expenses of which shall be borne equally by Purchaser
      and Sellers (the “Accounting
      Firm”).
      In the event that the Accounting Firm fails to resolve any disputed items prior
      to the applicable filing deadline, Purchaser shall be entitled, as may be
      necessary to make any required filing on or prior to the applicable filing
      deadline, to file such Tax Return in such manner as it selects (and shall amend
      such Tax Returns in the event the disputed item is resolved in a manner
      inconsistent with the manner in which such Tax Return is filed). In the case
      of
      any Tax Return that Purchaser is required to file pursuant to this Section
      7.1(c), Sellers shall pay to Purchaser the amount of any Tax payable with
      respect to such Tax Return that is allocable to Sellers pursuant to Section
      7.1(b) herein (or, in respect of any Tax Return for any Pre-Closing Tax Period,
      all Tax payable with respect to such Tax Return) no later than 2 days prior
      to
      the later of (x) the time such Tax Return is due or (y) the time Purchaser
      actually files the Tax Return; provided,
      however,
      that if any dispute between the parties relating to such Tax Returns remains
      unresolved at the time a Tax Return is filed, Sellers' obligation to pay such
      Tax shall be based on the amount that is not in dispute and shall pay any
      remaining amount promptly upon resolution of such dispute; provided, further,
      that for the avoidance of doubt, the penultimate sentence of Section 8.4 shall
      not apply in respect of a breach by Sellers of their obligation to make a
      payment with respect to any Straddle Period Taxes.

     

    
      
         

      

      
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    (d)  Any
      and all Tax sharing and Tax allocation agreements (other than customary Tax
      allocation provisions in leases and other agreements that principally relate
      to
      non-Tax matters) binding any Sold Subsidiary shall be terminated no later than
      the Closing as to such Sold Subsidiary, and such Sold Subsidiary shall have
      no
      liability under such agreements following the Closing.

     

    (e)  Purchaser
      and Sellers shall cooperate fully, as and to the extent reasonably requested
      by
      Sellers or Purchaser, as applicable, in connection with the preparation and
      filing of any Tax Return and any audit or other proceeding with respect to
      Taxes. Such cooperation shall include the retention and (upon the other party’s
      request) the making available of records and information which are reasonably
      relevant to any such Tax Return, audit or other proceeding (such records and
      information to be provided promptly upon a party’s request and, in the case of
      any records or information requested in connection with the preparation of
      any
      Tax Return, in no event later than 90 days before the due date of the
      relevant Tax Return) and making employees available on a mutually convenient
      basis to provide additional information and explanation of any material provided
      hereunder. Purchaser and Sellers agree (i) to retain all books and records
      with respect to Tax matters pertinent to the Sold Subsidiaries, the Acquired
      Business
      and the Acquired Assets relating to any Tax period ending on or before the
      Closing Date or to any Straddle Period for at least six years following the
      Closing Date, and to abide by all record retention agreements entered into
      with
      any Tax authority, and (ii) to give Sellers or Purchaser, as applicable,
      reasonable written notice prior to destroying or discarding any such books
      and
      records and, if Sellers or Purchaser so request, then Purchaser or Sellers,
      as
      applicable, shall allow Sellers or Purchaser to take possession of such books
      and records.

     

    (f)  To
      the extent related to the 2006 Tax Refund and not filed before the Closing,
      Purchaser agrees with respect to the Tax Returns of Brink to be filed relating
      to the 2004 and 2005 Taxable periods (to the extent that Purchaser is required
      to file such Tax Returns pursuant to Section 7.1(c)) that Purchaser will claim
      a
      refund of Taxes in respect of the 2006 Tax Refund on each Tax Return to the
      extent (i) reasonably requested by Sellers and (ii) permitted by applicable
      Law.

     

    Section
      7.2.  Tax
      Audits.

     

    
      
         

      

      
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    (a)  In
      the event a Tax authority notifies Purchaser or any of its Affiliates
      (including, effective upon the Closing, the Sold Subsidiaries) in writing of
      a
      Tax audit or other administrative or judicial proceeding which could reasonably
      be expected to affect the liability of a Sold Subsidiary, Purchaser or an
      Affiliate of Purchaser for Taxes for which such party is entitled to
      indemnification under Section 8.2 (an “Excluded
      Tax Proceeding”),
      Purchaser shall give prompt written notice thereof to Sellers and will give
      Sellers such information with respect thereto as Sellers may reasonably request.
      Sellers may, at their own expense, (i) participate in and (ii) upon
      notice to Purchaser, assume control of the conduct of any such Excluded Tax
      Proceeding; provided that (x) Sellers shall thereafter keep Purchaser
      promptly and fully informed as to the progress of such Excluded Tax Proceeding
      and (y) Sellers shall not, without Purchaser’s prior written consent, agree
      to any settlement or compromise of or take or omit to take any other action
      or
      omission in respect of such proceeding or the Taxes or Tax Returns at issue
      therein if such settlement or compromise or other action could adversely affect
      the Tax liability of any Purchaser Indemnified Party with respect to Taxes
      for
      which such party would not be entitled to indemnification under
      Sections 8.2 and 8.4. Unless and until Sellers assume control of an
      Excluded Tax Proceeding in accordance with the preceding sentence, Purchaser
      shall control the conduct of such proceeding. Subject to the foregoing
      provisions of this Section 7.2(a), all of the parties shall cooperate in
      the conduct of an Excluded Tax Proceeding. Sellers shall not be liable under
      Section 8.2(f) with respect to any breach by Purchaser of the first
      sentence of this Section 7.2(a), to the extent Sellers’ liability under
      Section 8.2(f) is materially adversely affected as a result thereof. In
      addition, notwithstanding anything to the contrary in this Agreement, this
      Section 7.2(a) and not Section 8.5 shall govern the conduct of all
      Excluded Tax Proceedings. In the event a Purchaser Indemnified Party decides
      to
      seek indemnification for an Excluded Tax, a Tax described in Section 2.4(f)
      or a
      Tax resulting from a breach of a representation or warranty in Section 3.7,
      it shall notify Sellers in writing of such claim and the amount due. In the
      event that (x) Purchaser or any of its Affiliates (including, effective upon
      the
      Closing, the Sold Subsidiaries) receives a refund of Taxes arising from or
      related to any Excluded Tax Proceeding, (y) the amount of the 2006 Tax Refund
      received by Purchaser or any of its Affiliates exceeds the 2006 Tax Refund
      Amount, or (z) the Tax Escrow Agreement has expired in accordance with its
      terms, the 2006 Tax Refund Amount deposited pursuant thereto has been returned
      to Purchaser, and Purchaser or any of its Affiliates receives the 2006 Tax
      Refund following such expiration, Purchaser shall, within 10 Business Days
      after
      receipt thereof, pay any such refund over to Sellers (or any party designated
      by
      Sellers), together with interest received from the applicable taxing authority
      in respect of such refund; provided,
      however,
      that any such amount to be repaid to Sellers shall be (i) decreased by any
      Tax
      imposed (in the form of an actual increase of its cash Tax expense for the
      period in which the applicable amount is received by Purchaser or its Affiliate
      or prior periods) in respect of the receipt or accrual of such refund or
      interest by Purchaser or its Affiliate, (ii) increased by any Tax benefit
      realized or reasonably expected to be realized by Purchaser or its Affiliate
      (in
      the form of an actual reduction of its cash Tax expense for the period in which
      the applicable amount is paid by Purchaser pursuant to this Section 7.2 or
      prior
      periods) in respect of the payment of any amount pursuant to this Section 7.2,
      and (iii) in the case of the 2006 Tax Refund, decreased by any reasonable costs
      or expenses of Purchaser or its Affiliates (including the Sold Subsidiaries)
      incurred after the Closing Date in connection with the pursuit of such 2006
      Tax
      Refund and not otherwise paid to Purchaser or such Affiliate from the 2006
      Tax
      Refund Amount held in escrow.

     

    
      
         

      

      
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    (b)  In
      the event a Tax authority notifies a Seller or any Affiliate of a Seller in
      writing of an audit or other administrative or judicial proceeding in respect
      of
      an Excluded Tax or a Tax described in Section 2.4(f) for which any Purchaser
      Indemnified Party could be held liable under applicable Law, by contract or
      otherwise (a “Seller
      Excluded Tax Proceeding”),
      Sellers shall give prompt notice thereof to Purchaser and will keep Purchaser
      promptly and fully informed as to the progress of such Seller Excluded Tax
      Proceeding, including providing copies of the Tax Returns at issue in such
      proceeding promptly after the commencement of such proceeding and providing
      promptly copies of all correspondence between the parties to the proceeding.
      If
      at any time following the commencement of a Seller Excluded Tax Proceeding
      a
      Seller or a material Affiliate of a Seller (if such Seller Excluded Tax
      Proceeding relates to such material Affiliate) becomes Bankrupt, then Sellers
      shall give prompt notice to Purchaser thereof and, if (A) Purchaser reasonably
      determines that Sellers are not devoting similar resources and effort to
      contesting such proceeding as Sellers would have devoted had Sellers not become
      Bankrupt and (B) the Tax liability resulting from such proceeding would
      reasonably be expected to exceed the remaining Escrow Amount at such time,
      less
      the aggregate amount of any outstanding claims for indemnification made by
      Purchaser pursuant to Section 8.2, (i) Purchaser shall be entitled to
      participate in the conduct of such Seller Excluded Tax Proceeding and (ii)
      if
      the final settlement or compromise reached with the taxing authority will exceed
      the remaining Escrow Amount at the time of the settlement or compromise, less
      the aggregate amount of any outstanding claims for indemnification made by
      Purchaser pursuant to Section 8.2, Sellers shall not settle or compromise such
      Seller Excluded Tax Proceeding without the prior written consent of Purchaser
      (not to be unreasonably withheld). For purposes of this Section, “Bankrupt”
      means, with respect to any Person, that such Person becomes a party to a
      bankruptcy, liquidation or winding up proceeding or, to the extent this
      paragraph is applied to a material Affiliate of the Seller located outside
      the
      United States, the substantial equivalent of such proceedings in such foreign
      jurisdiction.

     

    Section
      7.3.  Section
      338(g) Elections.
      Upon the written request of Sellers made before Closing and only at Sellers’
request, Purchaser shall make or cause to be made an election pursuant to
Section 338(g)
      of the Code and the Treasury Regulations thereunder in respect of Sold
      Subsidiaries that are treated for U.S. federal income tax purposes as foreign
      corporations. The values to be associated with the assets in such Sold
      Subsidiaries in respect of such election shall be based upon the allocation
      provided in Section 2.5(c).

     

    ARTICLE
      VIII


     

    SURVIVAL;
      INDEMNIFICATION

     

    Section
      8.1.  Survival
      of Representations, Warranties, Covenants and Agreements.

     

    (a)  The
      representations and warranties of Sellers and Purchaser contained in this
      Agreement will survive the Closing: (i) indefinitely with respect to the
      representations and warranties contained in Sections 3.1 [organization and
      qualification], 3.2(a) [authority], 3.13
      [title to assets], 3.31 [brokers], 4.1 [organization and qualification], 4.2(a)
      [authority] and 4.4 [brokers]; and
      (ii) until the second
      anniversary of the Closing Date in the case of all other representations and
      warranties, except for the representation and warranty contained in
      Section 3.30 [Canadian assets], which shall not survive the Closing;
provided,
      that any representation and warranty that would otherwise terminate in
      accordance with clause (ii) above will continue to survive if a notice of a
      claim shall have been given under this Article VIII on or prior to the date
      on which it otherwise would terminate, to the extent of the matters covered
      by
      the notice of a claim, until the related claim for indemnification has been
      satisfied or otherwise resolved as provided in this Article VIII. Except as
      otherwise expressly provided in this Agreement, each covenant hereunder shall
      survive in accordance with its terms.

     

    
      
         

      

      
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    (b)  For
      purposes of this Agreement, a party’s representations and warranties shall be
      deemed to include such party’s Disclosure Schedule and all certificates
      delivered by or on behalf of such party in
      connection with this
      Agreement. No party’s rights hereunder (including rights under this
      Article VIII) shall be affected by any investigation conducted by or any
      knowledge acquired (or capable of being acquired) by such party at any time,
      whether before or after the execution or delivery of this Agreement or the
      Closing, or by the waiver of any condition to Closing.

     

    Section
      8.2.  Indemnification
      of Purchaser.
      Sellers jointly and severally shall indemnify and hold harmless Purchaser,
      its
      Affiliates and their respective successors and the respective shareholders,
      officers, directors, employees and agents of each such indemnified Person,
      including, after the Closing, the Sold Subsidiaries (collectively, the
“Purchaser
      Indemnified Parties”)
      from and against any and all Losses that may be asserted against or paid,
      suffered or incurred by any Purchaser Indemnified Party that, directly
      or indirectly, arise out of, result from, are based upon or relate to:
      (a) any inaccuracy in or any breach of, as of the date of this Agreement or
      the Closing Date, any representation and warranty made by Sellers in this
      Agreement
      (other than in the first sentence of Section 3.20 or with respect to the
      Disclosed Pre-Closing Product Liabilities), in
      any of the Transaction Documents
      or in any certificate delivered by AAHC or any Seller pursuant to this
      Agreement; provided,
      that if any such representation or warranty (other than the representations
      and
      warranties contained in Section 3.4 [absence of undisclosed liabilities]
      and Section 3.5(a) [absence of changes - MAE]) is qualified in any respect
      by materiality
      or Business Material Adverse Effect, for purposes of this clause (a) such
materiality
      or Business Material Adverse Effect qualification will in all respects be
      ignored; (b)  any failure by any Seller to duly and timely perform or
      fulfill any of its covenants or agreements required to be performed by any
      Seller under this Agreement,
      the
      Transaction Documents
      or any certificate delivered by AAHC or any Seller pursuant to this Agreement;
      (c) any Excluded Liability; (d) the failure of Sellers to comply with
      any bulk sales Laws and Purchaser’s waiver of compliance with such
      Laws;
      (e) any
      Excluded Taxes; (f) any Undisclosed Pre-Closing
      Valley Product Related Liabilities; (g) the matters set forth on
Schedule 8.2(g)
      to this Agreement; and (h) the
      issue disclosed on Schedule
      8.2(h)
      to this Agreement; provided,
      that Sellers shall be required to indemnify Purchaser with respect to such
      issue
      solely to the extent that one or more third parties has made one or more claims
      for damages against Purchaser or the Sold Subsidiaries, or Purchaser or one
      of
      the Sold Subsidiaries agrees to a recall at the request or demand of a third
      party, in each case with respect to such issue; provided,
      further, that the making of any claim shall not require the commencement of
      any
      litigation, arbitration or similar proceedings.

     

    Section
      8.3.  Indemnification
      of Sellers.
      Purchaser shall indemnify and hold harmless Sellers and their respective
      Affiliates (and their respective shareholders, officers, directors, employees
      and agents) (collectively the “Seller
      Indemnified Parties”)
      from and against any and all Losses that may be asserted against, or paid,
      suffered or incurred by any Seller Indemnified Party that, directly or
      indirectly, arise out of, result from, are based upon or relate to (a) the
      inaccuracy, as of the date of this Agreement or the Closing Date, of any
      representation or warranty made by Purchaser in this Agreement; provided,
      that if any such representation or warranty is qualified in any respect by
      materiality or Purchaser Material Adverse Effect, for purposes of this paragraph
      such materiality or Purchaser Material Adverse Effect qualifications will in
      all
      respects be ignored; (b) any failure by Purchaser to duly and timely
      perform or fulfill any of its covenants or agreements required to be performed
      by Purchaser under this Agreement; and (c) subject to Section 2.3, any
      Assumed Liability.

     

    
      
         

      

      
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    Section
      8.4.  Limitations.
      No amounts of indemnity shall be payable as a result of any claim made under
      clause (a), (e), (f) or (h) of Section 8.2 (i) unless the
      Losses
      in respect of such
      claim or series of related
      claims
      exceeds $25,000
      (any such Losses being “Qualifying
      Losses”)
      and (ii) unless and until the Purchaser Indemnified Parties have suffered,
      incurred, sustained or become subject to Qualifying Losses in excess of
      $2.0 million
      in the aggregate, in which case the Purchaser Indemnified Parties may bring
      a
      claim for the
      entire amount of such Losses.
      The maximum liability of Sellers in respect of claims made under
      Sections 8.2(a), (e), (f), and (h) shall not exceed the Escrow Amount, less
      any amounts previously paid from the Escrow Amount (the
      “Indemnity
      Amount”),
      except that the foregoing limitation shall not apply to claims based on the
      representations and warranties described in Section 8.1(a)(i),
      and amounts paid in respect of those representations and warranties shall not
      count against the Indemnity Amount. No amounts of indemnity shall be payable
      as
      a result of any claim made under Section 8.3 (i) unless the Losses in
      respect of such claim or series of related claims are Qualifying Losses and
      (ii) unless and until the Seller Indemnified Parties have suffered,
      incurred, sustained or become subject to Qualifying Losses in excess of
      $2.0 million
      in the aggregate, in which case the Seller Indemnified Parties may bring a
      claim
      for the
      entire amount of such Losses. The maximum liability of Purchaser in respect
      of
      claims made under Section 8.3(a)
      shall not exceed the Indemnity Amount. Purchaser’s recourse against Sellers in
      respect of claims made under Sections 8.2(a), (e), (f) and (h) shall be
      limited to those funds held pursuant to the Escrow Agreement.
      Notwithstanding the foregoing, none of the limitations on liability contained
      in
      this Section 8.4 shall apply to any claim for indemnity based on any of
      Sections 3.1 [organization and qualification], 3.2(a) [authority],
3.13
      [title to assets], 3.14
      [sufficiency of assets], 3.31 [brokers], 4.1 [organization and
      qualification],
      4.2(a)
      [authority]
      and 4.4 [brokers].

     

    Section
      8.5.  Method
      of Asserting Claims.
      All claims for indemnification by any Indemnified Party under this
      Article VIII shall be asserted and resolved as follows:

     

    (a)  If
      an Indemnified Party intends to seek indemnification under this
      Article VIII, it shall promptly notify the Indemnifying Party in writing of
      such claim. The failure to provide such notice will not affect any rights
      hereunder except to the extent the Indemnifying Party is materially prejudiced
      thereby.

     

    
      
         

      

      
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    (b)  If
      such claim involves a claim by a third party against the Indemnified Party,
      and
      provided the claim by the Indemnified Party is not of a type for which the
      Indemnifying Party’s liability may be limited by Section 8.4, the
      Indemnifying Party may, within ten days after receipt of such notice and upon
      notice to the Indemnified Party, assume, with counsel reasonably satisfactory
      to
      the Indemnified Party, at the sole cost and expense of the Indemnifying Party,
      the settlement or defense thereof (in which case any Loss associated therewith
      shall be the sole responsibility of the Indemnifying Party), provided that
      the
      Indemnified Party may participate in such settlement or defense through counsel
      chosen by it. If the Indemnified Party determines in good faith that
      representation by the Indemnifying Party’s counsel of both the Indemnifying
      Party and the Indemnified Party may present such counsel with a conflict of
      interest under recognized ethical conventions and not arising solely by virtue
      of such counsel having represented Sellers or any of their Affiliates in respect
      of the transactions contemplated by this Agreement or any other transactions,
      then the Indemnifying Party shall pay the reasonable fees and expenses of the
      Indemnified Party’s counsel. Notwithstanding
      the foregoing, (i) the Indemnified Party may, at the sole cost and expense
      of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery
      of the notice referred to in the first sentence of this Section 8.5(b),
      file any motion, answer or other pleadings or take any other action that the
      Indemnified Party reasonably believes to be necessary or appropriate to protect
      its interests, (ii) the Indemnified Party may take over the control of the
      defense or settlement of a third-party claim at any time if it irrevocably
      waives its right to indemnity under this Article VIII with respect to such
      claim and (iii) the Indemnifying Party and
      the Indemnified Party may
      not, without the consent of the other
      party,
      settle or compromise any action or consent to the entry of any judgment, such
      consent not to be unreasonably withheld,
      provided that
      the Indemnifying Party shall
      have no liability in excess of the amounts that it has agreed to so settle,
      compromise or consent.
      If the Indemnifying Party is not entitled to assume the defense of the claim
      pursuant to the foregoing provisions or is entitled but does not contest such
      claim in good faith (including if it does not notify the Indemnified Party
      of
      its assumption of the defense of such claim within the ten-day period set forth
      above), then the Indemnified Party may conduct and control, through counsel
      of
      its own choosing and at the expense of the Indemnifying Party, the settlement
      or
      defense thereof, and the Indemnifying Party shall cooperate with it in
      connection therewith. The failure of the Indemnified Party to participate in,
      conduct or control such defense shall not relieve the Indemnifying Party of
      any
      obligation it may have hereunder except to the extent the Indemnifying Party
      is
      materially prejudiced thereby. Any defense costs required to be paid by the
      Indemnifying Party shall be paid as incurred, promptly against delivery of
      invoices therefor.

     

    (c)  The
      Indemnified Party shall, and shall cause its Affiliates to, cooperate in all
      reasonable respects with the Indemnifying Party and such attorneys in the
      investigation, trial and defense of such lawsuit or action and any appeal
      arising therefrom for which the Indemnifying Party has assumed the defense;
      and
      the Indemnified Party may, at its own cost, participate in the investigation,
      trial and defense of such lawsuit or action and any appeal arising therefrom.
      The parties shall also cooperate with each other in any notifications to
      insurers.

     

    (d)  In
      calculating any amount of Losses recoverable pursuant to this Article VIII,
      the amount of such Losses shall be reduced by (i) any insurance proceeds
      actually received from any insurance carrier offsetting the amount of such
      Loss,
      net of any expenses incurred by the Indemnified Party in obtaining such
      insurance proceeds (provided that the Indemnified Party shall be obligated
      to
      reasonably seek any such proceeds to which it may be entitled) and (ii) any
      recoveries from third parties pursuant to indemnification (or otherwise) with
      respect thereto, net of any expenses incurred by the Indemnified Party in
      obtaining such third party payment. If any Losses for which indemnification
      is
      provided hereunder are subsequently reduced by any insurance payment or other
      recovery from a third party, the Indemnified Party shall promptly remit the
      amount of such reduction to the Indemnifying Party.

     

    
      
         

      

      
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    Section
      8.6.  Character
      of Indemnity Payments.
      The
      parties agree that any indemnification payments made with respect to this
      Agreement shall be treated for all Tax purposes as an adjustment to the Purchase
      Price, unless otherwise required by Law (including by a determination of a
      Tax
      authority that, under applicable Law, is not subject to further review or
      appeal). If an indemnification payment by Law cannot be treated as an adjustment
      to Purchase Price, the Indemnifying Party will pay an amount to the Indemnified
      Party that (after taking into account any Tax imposed (in
      the form of an actual increase of its or its Affiliates’ cash Tax expense for
      the period in which the applicable indemnification payment is made or prior
      periods) in
      respect of such amount and any tax benefit that the Indemnified Party realized
      or is reasonably expected to realize (in the form of an actual reduction of
      its
      or its Affiliates’ cash Tax expense for the period in which the applicable
      indemnification payment is made or prior periods) as a result of the event
      or
      circumstance giving rise to the obligation to indemnify hereunder) is equal
      to
      the amount the Indemnified Party would have received if the payment to the
      Indemnified Party had not been subject to Tax.

     

    Section
      8.7.  Limitations
      to Indemnification for Environmental Liabilities.

     

    (a)  In
      connection with any Cleanup covered by the indemnity in Section 8.2, Seller
      shall only be required to undertake or reimburse Losses incurred in the course
      of Cleanup conducted in a “Lowest-Cost
      Commercially Reasonable Manner”,
      which shall mean, the lowest cost methods permitted by applicable Environmental
      Law determined from the perspective of a reasonable business person acting
      without regard to the availability of indemnification hereunder to achieve
      compliance with Environmental Law (taking all relevant circumstances into
      consideration, including the lowest-cost method that would minimize exposure
      to
      additional Losses that would be subject to indemnification hereunder). Such
      Lowest-Cost Commercially Reasonable Manner shall include, where appropriate,
      the
      use of risk-based remedies, institutional or engineering controls, or deed
      restrictions, provided such remedies, controls, or restrictions do not:
      (i) unreasonably interfere with the operations of any facility of the
      Acquired Business provided there is no Change to such facilities after the
      Closing Date, or (ii) unreasonably restrict the ability to use any facility
      of the Acquired Business for the use it was employed on the Closing Date or
      for
      substantially similar uses, without the consent of Purchaser, which consent
      shall not be unreasonably withheld, conditioned or delayed. For purposes of
      this
      section, “Change”
      means (i) a material change in the use of a facility of the Acquired Business
      after the Closing Date, including a cessation in operations, a voluntary
      decommissioning or demolition (or involuntary decommissioning or demolition
      that
      is not required by Environmental Law) of all or substantially all of a facility
      of the Acquired Business or the operations conducted thereon, or (ii) any change
      that would require Cleanup to a more stringent standard than that required
      by
      the current use.

     

    (b)  Seller
      shall have no indemnification obligations with respect to breach of
      Section 3.23 for any Losses arising from, directly or indirectly, any
      non-subsurface sampling or analysis, subsurface investigation, or any
      communication with any Governmental Authority by or on behalf of Purchaser
      or
      any of its Affiliates after the Closing Date unless (and only to the extent)
      such sampling, analysis, investigation or communication is: (i) required by
      any Environmental Law; (ii) in response to a request of a Governmental
      Authority; or (iii) during the normal course of business arising out of
      repairs, modifications, maintenance or construction activities that are
      conducted consistent with normal industrial practices; provided,
      however,
      that any such sampling, analysis, investigation or communication with a
      Governmental Authority shall not be considered “required by Environmental Law”
for purposes of this Section 8.7 if such sampling, analysis, investigation
      or
      communication occurs as a result of: (i) a Change at a facility of the
      Acquired Business; (ii) a change in Environmental Law occurring after the
      Closing Date; or (iii) due diligence conducted by a future purchaser or
      financing source.

     

    
      
         

      

      
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    (c)  Nothing
      contained in this Agreement shall preclude Purchaser from relying on the Phase
      I
      environmental site assessments that have been prepared at the request of, and
      for use by, Purchaser; provided,
      that Purchaser shall not be entitled to seek indemnification pursuant to Section
      8.2 above with respect to a breach of a representation and warranty if such
      representation and warranty would have been modified by the disclosure in any
      such Phase I environmental site assessment.

     

    Section
      8.8.  Waiver
      of Common Law and Statutory Rights.
      Purchaser hereby waives all such statutory or common law rights and remedies
      against Sellers for any Environmental Liabilities. Purchaser further releases
      Sellers from any claims or demands that Purchaser may assert in connection
      with
      any Environmental Liability and agrees to indemnify, defend and hold harmless
      Sellers for such claims or demands relating to Environmental
      Liabilities.

     

    ARTICLE
      IX


     

    TERMINATION
      OF AGREEMENT

     

    Section
      9.1.  Termination.
      This Agreement may be terminated, and the transactions contemplated by this
      Agreement may be abandoned at any time prior to the Closing by:

     

    (a)  the
      mutual written agreement of Sellers and Purchaser;

     

    (b)  either
      Sellers or Purchaser 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 all or any portion of the transactions
      contemplated by this Agreement and such statute, rule, regulation, order, decree
      or injunction or other action shall have become final and
      nonappealable;

     

    (c)  Sellers
      or Purchaser, in the event (i) of a material breach of this Agreement by
      the non-terminating party if such non-terminating party fails to cure such
      breach within ten Business Days following notification thereof by the
      terminating party or (ii) the satisfaction of any condition to the
      terminating party’s obligations under this Agreement becomes impossible or
      impracticable with the use of commercially reasonable efforts if the failure
      of
      such condition to be satisfied is not caused by a breach of this Agreement
      by
      the terminating party or its Affiliates; or

     

    (d)  Sellers
      or Purchaser if the Closing shall not have occurred on or before
      September 30, 2006, unless the failure to consummate the Closing is due to
      the breach
      by the terminating party of
      this Agreement.

     

    Section
      9.2.  Effect
      of Termination.
      If this Agreement is validly terminated pursuant to Section 9.1, this
      Agreement will forthwith become null and void and have no further effect,
      without any liability on the part of any party hereto or its Affiliates,
      directors, officers or stockholders, other than the provisions of this
      Section 9.2 and Article X hereof. Nothing contained in this
      Section 9.2 shall relieve any party from liability for any breach of this
      Agreement occurring prior to termination.

     

    
      
         

      

      
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    ARTICLE
      X


     

    MISCELLANEOUS

     

    Section
      10.1.  Notices.
      All notices, requests and other communications under this Agreement must be
      in
      writing and will be deemed to have been duly given upon receipt to the parties
      at the following addresses or facsimiles (or at such other address or facsimile
      for a party as shall be specified by the notice):

     

    If
      to Sellers:

     

    CHAAS
      Acquisitions, LLC

    Sterling
      Town Center

    12900
      Hall Road

    Suite
      200

    Sterling
      Heights, MI 48313

    Attention:
      Ronald J. Gardhouse

    Facsimile:
      +1 586 997 6838

     

    With
      a copy (which shall not constitute notice) to:

     

    Castle
      Harlan, Inc.

    150
      East 58th
      Street

    New
      York, New York 10155

    Attention:
      Marcel Fournier

    Facsimile:
      +1 212 207 8042

     

    And
      a copy (which shall not constitute notice) to:

     

    Schulte
      Roth & Zabel LLP

    919
      Third Avenue

    New
      York, New York 10022

    Attention:
      Andre Weiss

    Facsimile:
      +1 212 593 5955

     

    
      
         

      

      
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    If
      to Purchaser:

     

    Thule
      AB

    Murmansgatan
      126

    Malmo
      SE-212 25

    Sweden

    Attention:
      Anders Pettersson

    Facsimile:
      +46 40 635 9020

     

    With
      a copy (which shall not constitute notice) to:

     

    Clifford
      Chance US LLP

    31
      West 52nd Street

    New
      York, New York 10019

    Attention:
      John A. Healy

    Facsimile:
      +1 212 878 8375

     

    Section
      10.2.  Entire
      Agreement.
      This Agreement, the exhibits and schedules hereto and the Transaction Documents
      (together with the Confidentiality Agreement) supersede all prior and
      contemporaneous discussions and agreements, both written and oral, among the
      parties with respect to the subject matter of this Agreement and the Transaction
      Documents and constitute the sole and entire agreement among the parties to
      this
      Agreement with respect to the subject matter of this Agreement, and supersede
      all prior and contemporaneous agreements and understandings, written or oral,
      with respect to the subject matter hereof.

     

    Section
      10.3.  Expenses.
      Except as otherwise expressly provided in this Agreement (including as provided
      in Section 9.2), whether or not the transactions contemplated by this
      Agreement are consummated, each party will pay its own costs and expenses
      incurred in connection with the negotiation, execution and closing of this
      Agreement and the Transaction Documents and the transactions contemplated by
      this Agreement and the Transaction Documents.

     

    Section
      10.4.  Waiver.
      Any term or condition of this Agreement may be waived at any time by the party
      that is entitled to the benefit thereof, but no such waiver shall be effective
      unless set forth in a written instrument duly executed by or on behalf of the
      party waiving such term or condition. No
      waiver by any party of any term or condition of this Agreement, in any one
      or
      more instances, shall be deemed to be or construed as a waiver of the same
      or
      any other term or condition of this Agreement on any future occasion. All
      remedies, either under this Agreement or by law or otherwise afforded, will
      be
      cumulative and not alternative.

     

    Section
      10.5.  Amendment.
      This Agreement may be amended, supplemented or modified only by a written
      instrument duly executed by or on behalf of each party to this
      Agreement.

     

    Section
      10.6.  No
      Third-Party Beneficiary.
      The terms and provisions of this Agreement are intended solely for the benefit
      of each party hereto and their respective successors or permitted assigns,
      and
      it is not the intention of the parties to confer third-party beneficiary rights
      upon any other Person other than any Person entitled to indemnity under
      Article VIII.

     

    
      
         

      

      
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    Section
      10.7.  Assignment;
      Binding Effect.
      Neither this Agreement nor any right, interest or obligation under this
      Agreement may be assigned by any party to this Agreement by operation of law
      or
      otherwise without the prior written consent of the other party to this Agreement
      and any attempt to do so will be void, except that Purchaser may assign any
      or
      all of its rights, interests and obligations under this Agreement
      (i) before or after the Closing, to any Affiliate, (ii) after the
      Closing, to any Person and (iii) for the purpose of securing any financing
      of the transactions contemplated hereby; provided that if Purchaser makes any
      assignment referred to in clause (i) or (ii), any such Affiliate or Person,
      as applicable, agrees in writing to be bound by all of the terms, conditions
      and
      provisions contained in this Agreement, but no such assignment shall relieve
      Purchaser of its obligations under this Agreement if such assignee does not
      perform such obligations. In addition to the foregoing, if requested by
      Purchaser, Sellers agree to cause the Acquired Business and the Acquired Assets
      or any portion thereof at Closing to be transferred to any Affiliate of
      Purchaser that Purchaser may specify.
      Subject to the foregoing, this Agreement is binding upon, inures to the benefit
      of and is enforceable by the parties to this Agreement and their respective
      successors and assigns.

     

    Section
      10.8.  Specific
      Performance.
      The parties hereto agree that if any of the provisions of this Agreement were
      not performed in accordance with their specific terms or were otherwise
      breached, irreparable damage would occur, no adequate remedy at law would exist
      and damages would be difficult to determine, and that the parties shall be
      entitled to specific performance of the terms hereof, in addition to any other
      remedy at law or equity.

     

    Section
      10.9.  Invalid
      Provisions.
      If any provision of this Agreement is held to be illegal, invalid or
      unenforceable under any present or future Law, and if the rights or obligations
      of any party hereto under this Agreement will not be materially and adversely
      affected thereby, (i) such provision will be fully severable,
      (ii) this Agreement will be construed and enforced as if such illegal,
      invalid or unenforceable provision had never comprised a part hereof,
      (iii) the remaining provisions of this Agreement will remain in full force
      and effect and will not be affected by the illegal, invalid or unenforceable
      provision or by its severance herefrom and (iv) in lieu of such illegal,
      invalid or unenforceable provision, there will be added automatically as a
      part
      of this Agreement a legal, valid and enforceable provision as similar in terms
      to such illegal, invalid or unenforceable provision as may be
      possible.

     

    Section
      10.10.  GOVERNING
      LAW.
      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK, WITHOUT REGARD FOR THE CONFLICTS OF LAWS PRINCIPLES
      THEREOF. The
      parties hereto hereby irrevocably submit to the exclusive jurisdiction of any
      federal or state court located within New York County, New York over any dispute
      arising out of or relating to this Agreement or any of the transactions
      contemplated hereby and each party hereby irrevocably agrees that all claims
      in
      respect of such dispute or any suit, action or proceeding related thereto may
      be
      heard and determined in such courts. The parties hereby irrevocably waive,
      to
      the fullest extent permitted by applicable law, any objection that they may
      now
      or hereafter have to the laying of venue of any such dispute brought in such
      court or any defense of inconvenient forum for the maintenance of such dispute.
      Each of the parties hereto agrees that a judgment in any such dispute may be
      enforced in other jurisdictions by suit on the judgment or in any other manner
      provided by law. Each of the parties hereto hereby consents to process being
      served by any party to this Agreement in any suit, action or proceeding by
      the
      mailing of a copy thereof in accordance with the provisions of
      Section 10.01 as well as by any other manner permitted by applicable
      law.

     

    
      
         

      

      
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    Section
      10.11.  Counterparts.
      This Agreement may be executed in any number of counterparts, all of which
      will
      constitute one and the same instrument.

     

    Section
      10.12.  Joint
      and Several Obligations.
      All representations, warranties, covenants, liabilities and obligations of
      Sellers under this Agreement shall be joint and several, whether so expressed
      or
      not.

     

    Section
      10.13.  Interpretation.
      The parties have participated jointly in the negotiating and drafting of this
      Agreement. If an ambiguity or a question of intent or interpretation arises,
      this Agreement shall be construed as if drafted jointly by the parties, and
      no
      presumption or burden of proof shall arise favoring or disfavoring any party
      by
      virtue of the authorship of any provisions of this Agreement.

     

    Section
      10.14.  Publicity.
      All press releases or other public communications of any nature whatsoever
      relating to the transactions contemplated by this Agreement, and the method
      of
      the release for publication thereof, shall be subject to the prior mutual
      approval of the parties hereto and Castle Harlan, Inc. which approval shall
      not
      be unreasonably withheld by any party; provided,
      however,
      that, nothing herein shall prevent any party from publishing such press releases
      or other public communications as such party may consider necessary in order
      to
      satisfy such party’s legal or contractual obligations after such consultation
      with the other parties hereto as is reasonable under the
      circumstances.

     

     

    


    
      
        
          
            
              	
                       

                    	 	 


            

             

             

          

           

        

        
          70

          
            

          

        

        
           

          
            


          

        

      

    

    



    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    
      	 	
              ADVANCED
                ACCESSORY HOLDINGS CORPORATION

               

              By:/s/
                Alan C. Johnson

              Name:
                Alan C. Johnson

              Title:
                President & CEO

               

            
	 	
              AAS
                ACQUISITIONS, LLC

               

              By:/s/
                Alan C. Johnson

              Name:
                Alan C. Johnson

              Title:
                President & CEO

               

            
	 	
              CHAAS
                ACQUISITIONS, LLC

               

              By:/s/
                Alan C. Johnson

              Name:
                Alan C. Johnson

              Title:
                President & CEO

               

            
	 	
              VALLEY
                INDUSTRIES, LLC

               

              By:/s/
                Alan C. Johnson

              Name:
                Alan C. Johnson

              Title:
                President & CEO

               

            
	 	
              THULE
                AB

               

              By:/s/
                Anders Pettersson

              Name:
                Anders Pettersson

              Title:CEO

               

            
	 	
              By:/s/
                John A Kraney

              Name:
                John A Kraney

              Title:
                Director