EXHIBIT
10.4


	
  

  
	
  

  



 


NORTH AMERICAN
INTERNATIONAL HOLDING CORPORATION


SIRVA HOLDINGS LIMITED


PIERRE FINANCE NEDERLAND
RENTING BV


ALLIED ARTHUR PIERRE NV


SIRVA WORLDWIDE, INC


TRANSEURO AMERTRANS
INTERNATIONAL 

HOLDINGS BV


SMIT MATRIX BV


ZENIC
INTERNATIONAL HOLDINGS LIMITED






AMENDED AND RESTATED

AGREEMENT


for the sale and purchase
of

SIRVA Inc’s Continental 

European Moving Services Operations






 


20 April 2007


















CONTENTS


	
  Clause

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  SALE
  AND PURCHASE

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  PRICE

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  PRE-CLOSING
  SELLER UNDERTAKINGS

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  CLOSING

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  SELLER AND
  SELLERS’ GUARANTOR WARRANTIES & INDEMNITIES

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  PURCHASERS’
  AND PURCHASERS’ GUARANTOR WARRANTIES

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  CONDUCT OF
  PURCHASER CLAIMS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  EMPLOYEES

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  NO RIGHTS
  OF RESCISSION OR TERMINATION

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  BUSINESS
  ASSETS, CONTRACTS AND LIABILITIES

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  TAX

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  INSURANCE

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  PAYMENT OF
  INTER-COMPANY DEBT

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  GUARANTEES
  AND OTHER THIRD PARTY AND INTER-COMPANY ASSURANCES

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  INFORMATION,
  RECORDS AND ASSISTANCE POST-CLOSING

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  PROTECTIVE
  COVENANT POST-CLOSING

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  CHANGES
  OF NAME

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  PAYMENTS

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  ANNOUNCEMENTS

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  CONFIDENTIALITY

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  ASSIGNMENT

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  FURTHER ASSURANCES

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  COSTS

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  NOTICES

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  CONFLICT WITH
  OTHER AGREEMENTS

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  WHOLE
  AGREEMENT

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  WAIVERS, RIGHTS
  AND REMEDIES

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  COUNTERPARTS

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
   

  	
  VARIATIONS

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
   

  	
  INVALIDITY

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 I
 









 


	
  31.

  	
   

  	
  NO THIRD
  PARTY ENFORCEMENT RIGHTS

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
   

  	
  GOVERNING
  LAW, JURISDICTION & DISPUTES

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
   

  	
  BASIS OF LIABILITY

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
   

  	
  PURCHASERS’ GUARANTEE

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
   

  	
  SELLERS’ GUARANTOR

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
   

  	
  AGENTS FOR
  SERVICE OF PROCESS

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
   

  	
  AMENDMENT AND
  RESTATEMENT

  	
   

  	
  26

  



 


	
  SCHEDULE 1 SELLERS,
  PURCHASERS AND PRICE

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2 THE BUSINESS

  	
   

  	
  29

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3 SELLER WARRANTIES

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4
  SELLERS’ GUARANTOR WARRANTIES

  	
   

  	
  42

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5
  LIMITATIONS ON LIABILITY

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 6
  PURCHASERS AND PURCHASER GUARANTOR WARRANTIES

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 7
  CONDUCT OF THE TARGET COMPANIES AND THE BUSINESS PRE-CLOSING

  	
   

  	
  47

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 8 CLOSING ARRANGEMENTS

  	
   

  	
  49

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 9 BUSINESS CONTRACTS

  	
   

  	
  52

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 10 TAX

  	
   

  	
  54

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 11 INTER-COMPANY DEBT

  	
   

  	
  76

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 12 POST CLOSING FINANCIAL ADJUSTMENTS

  	
   

  	
  78

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 13 DEFINITIONS AND INTERPRETATION

  	
   

  	
  85

  



 


EXHIBITS
REFERRED TO IN THIS AGREEMENT


	
  Description

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 1

  	
   

  	
  THIRD PARTY ASSURANCES

  
	
  Part A:

  	
   

  	
  Third Party Assurances given by Sellers’ Group

  
	
  Part B:

  	
   

  	
  Third Party Assurances given by Target Companies

  
	
  EXHIBIT 2

  	
   

  	
  TARGET COMPANY INFORMATION

  
	
  Part A:

  	
   

  	
  Details of the Target Companies

  
	
  Part B:

  	
   

  	
  Details of the subsidiaries of the Target Companies

  
	
  EXHIBIT 3

  	
   

  	
  REGISTERED OWNED IP

  
	
  EXHIBIT 4

  	
   

  	
  PROPERTIES

  
	
  Part A:

  	
   

  	
  Information on Target Company Properties

  
	
  EXHIBIT 5

  	
   

  	
  FINANCIAL ADJUSTMENTS

  
	
  Part A:

  	
   

  	
  Amounts for Target Working Capital, Target Country
  Working Capital, Estimated Cash and Estimated External Debt

  



 



 II
 









 


	
  Part B:

  	
   

  	
  Estimated Inter-Company Payables and Receivables

  
	
  Part C:

  	
   

  	
  Closing Statement Format

  
	
  Part D:

  	
   

  	
  Working Capital Breakdown

  
	
  EXHIBIT 6

  	
   

  	
  EMPLOYEES

  
	
  Part A:

  	
   

  	
  List of Employees

  
	
  Part B:

  	
   

  	
  List of Key Managers

  



 


AGREED FORM
DOCUMENTS REFERRED TO IN THIS AGREEMENT


	
  Description

  	
   

  	
  Clause/Schedule

  
	
   

  	
   

  	
   

  
	
  Announcement

  	
   

  	
  Clause 19.1

  
	
   

  	
   

  	
   

  
	
  Authorised Representative Agreements

  	
   

  	
  Part D,
  Schedule 8

  
	
   

  	
   

  	
   

  
	
  Data Site: Project Tiger CD Roms

  	
   

  	
  Schedule 13

  
	
   

  	
   

  	
   

  
	
  Licence Agreement

  	
   

  	
  Part D,
  Schedule 8

  
	
   

  	
   

  	
   

  
	
  Pre-sale Restructuring Memorandum

  	
   

  	
  Paragraph 3,
  Schedule 7

  
	
   

  	
   

  	
   

  
	
  Notice to suppliers and customers

  	
   

  	
  Clause 17.3

  
	
   

  	
   

  	
   

  
	
  Example Working Capital Breakdown

  	
   

  	
   

  



 



 III















AGREEMENT


dated
20 April 2007


PARTIES:


(1)                                  NORTH AMERICAN INTERNATIONAL HOLDING CORPORATION, a company
incorporated in Delaware and whose registered office is Corporation Service
Company, 2711 Centerville Road Suite 400, Wilmington, Delaware, USA and whose
principal place of business is 5001 US Highway 30 West, Fort Wayne, Indiana
46818 (NAIHC);


(2)                                  SIRVA HOLDINGS LIMITED, (registered number 03881625) a
company incorporated under the laws of England and Wales and whose registered
office is at Heritage House, 345 Southbury Road, Enfield, Middlesex, EN1 1UP (SIRVA Holdings); and


(3)                                  PIERRE FINANCE NEDERLAND RENTING BV, a
company incorporated under the laws of The Netherlands, having its corporate
seat in Utrecht, registered with the Chamber of Commerce for Utrecht number
24159325 and whose registered office is Sophialaan 21, 3542 AR Utrecht, the
Netherlands (Pierre
Finance),


(NAIHC, SIRVA Holdings and Pierre Finance each a Share Seller and
together the Share
Sellers),


(4)                                  ALLIED ARTHUR PIERRE NV, a public limited
liability company (nameloze vennnootschap / société anonyme) having its
registered office at 328 Brusselsesteenweg, 3090 Overijse, Belgium and
registered with the Register of Legal Entities under number 0414.358.561 (the Business Seller),


(the Share Sellers and the Business Seller each a Seller
and together the Sellers);


(5)                                  TRANSEURO AMERTRANS INTERNATIONAL HOLDINGS BV,
a company incorporated under the laws of The Netherlands, having its registered
office in Thurledewag 39, 3044 EP Rotterdam, The Netherlands, registered with
the Trade Register under number 14069778 (the Share Purchaser);
and


(6)                                  SMIT MATRIX BV, a private limited liability
company (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands, whose official seat is in Rijswijk and
office address at Diepenhorstlaan 10-12, 2288 EW Rijswijk, The Netherlands and
which is registered with the Trade Register of the Chamber of Commerce for The
Hague, the Netherlands under number 27152061 (the Business Purchaser),


(the Share Purchaser and the Business Purchaser each a
Purchaser and
together the Purchasers);


(7)                                  SIRVA WORLDWIDE, INC., a company
incorporated in Delaware and whose registered office is Corporation Service
Company, 2711 Centerville Road Suite 400, Wilmington, Delaware, USA and whose
principal place of business is 700 Oakmont Lane, Westmont, Illinois 60559 (the Sellers’ Guarantor) ; and



 1
 









(8)                                  ZENIC INTERNATIONAL HOLDINGS LIMITED of The
Geneva Place, Road Town Tortola, the British Virgin Islands (the Purchasers’ Guarantor),


(the Sellers, Purchasers, Sellers’ Guarantor and
Purchasers’ Guarantor each a party and together the parties).


Words and expressions used in this Agreement shall be
interpreted in accordance with Schedule 13.


IT IS AGREED:


1.      SALE AND
PURCHASE


1.1           The Sellers shall sell, and the
Purchasers shall purchase, the Shares and the Business on the terms set out in
this Agreement.


1.2           Each Share Seller shall sell, and the
Share Purchaser shall purchase, the particular Sets of Shares set out in
Part A of Schedule 1.  The
Shares shall be sold free from all Third Party Rights and with all rights
attaching to them at Closing including the right to receive all distributions
and dividends declared, paid or made in respect of the relevant Shares after
Closing.


1.3           The Business Seller shall sell, and
the Business Purchaser shall purchase, the Business on the terms set out in
this Agreement.  The Business shall be
sold as a going concern with effect from Closing.


2.      PRICE


2.1           The overall price for the Shares and
the Business shall be the aggregate of the prices for each Set of Shares and
the Business as set out in this clause 2.


2.2           In relation to each Set of Shares,
the price (the Final Share Price) shall be
the amount which results from taking the Debt Free/Cash Free Price
for those Shares (as set out in column 4 of Part A of Schedule 1)
and:


(a)                                  subtracting the aggregate of the External
Debt of the relevant Target Sub-Group and the Inter-Company Non-Trading
Payables owed by the relevant Target Sub-Group;


(b)                                 adding the aggregate of the Cash of the
relevant Target Sub-Group and the Inter-Company Non-Trading
Receivables owed to the relevant Target Sub-Group; and


(c)                                  adding the amount of the difference
between the aggregate Working Capital of the Target Companies in the relevant
Target Sub-Group and the aggregate of the Target Country Working Capital for
each respective jurisdiction in which those Target Companies are incorporated,
if that aggregate Working Capital is greater than that aggregate Target Country
Working Capital (or subtracting the amount of such difference if that aggregate
Working Capital is less than that aggregate Target Country Working Capital).


2.3           In relation to the Business, the
price (the Final
Business Price) shall be the amount which results from taking
the Debt Free/Cash Free
Price for the Business (as set out in 



 2
 









column 4 of Part B of
Schedule 1) and adding the amount of the difference between the Working Capital
of the Business and its Target Working Capital if that Working Capital is
greater than the Target Working Capital (or subtracting the amount of such
difference if that Working Capital is less than the Target Working Capital),
and the consideration for the transfer of the Business by the Business Seller
shall include the assumption of the Assumed Liabilities in respect of the
Business by the Business Purchaser in accordance with clause 10.2.


2.4           At Closing, the Purchasers shall pay
to the Sellers the following amounts in US$ (the aggregate of such amounts
being the Initial Cash
Price):


(a)                                  the Share Purchaser shall pay to each
Share Seller the amount which is the aggregate of all the Initial Share Prices
in respect of the Shares set opposite the relevant Share Seller’s name in
Part A of Schedule 1. Subject to clause 2.5, the Initial
Share Price for each Set of Shares shall be the Debt Free/Cash
Free Price for those Shares (i) minus the aggregate of the Estimated External
Debt of the relevant Target Sub-Group and the Estimated Inter-Company
Non-Trading Payables owed by the relevant Target Sub-Group
(ii) plus the aggregate of the Estimated Cash of the relevant Target Sub-Group
and the Estimated Inter-Company Non-Trading Receivables owed to the
relevant Target Sub-Group; and


(b)                                 the Business Purchaser shall pay to the
Business Seller the Initial Business Price for the Business. Subject to clause
2.5, the Initial
Business Price shall be the Debt Free/Cash Free Price for the
Business.  The Business Purchaser and the
Business Seller undertake to use all reasonable endeavours to obtain, as soon
as possible following the date of this Agreement, the relevant certificates
from the Belgian VAT authorities (form 93 undecies B4FQ) Income Tax
Administration and Social Security Administration (CASFI) certifying that the
Business Sellers is not liable for any taxes as at the Closing Date (or the
date on which such certificates are issued).


For the purpose of calculating each Initial Share
Price, if any Estimated Inter-Company Non-Trading Debt owed between
a Target Company and a member of the Sellers’ Group is expressed in a currency
other than US$, it shall be converted into US$ at the Exchange Rate as at the
date which is 2 clear Business Days before the Closing Date.


2.5           If, pursuant to clause 2.4(a)(i), the
Initial Share Price for any Set of Shares would be reduced to less than $1,
then the following provisions shall apply:


(a)                                  the Initial Share Price for that
particular Set of Shares (the Adjusted Shares) shall be reduced to $1;


(b)                                 the balance of the amount by which that
Initial Share Price would otherwise have been reduced shall:


(i)                                     first, reduce the Initial Share Price to
be paid for the other Sets of Shares sold by the Seller of the Adjusted Shares
(the Adjusted Shares
Seller) pro rata to the respective Debt Free/Cash Free Prices
for those other Sets of Shares, provided that if that would result in the price
of any such Set of Shares being reduced to less than $1, the Initial Share
Price for such Set of Shares shall be reduced to $1 and the balance shall then
adjust the remaining Sets of Shares sold by the Adjusted Shares Seller, if any,
pro rata to the respective Debt Free/Cash Free Prices and on the foregoing
basis until the Initial Share Price for each Set of Shares sold by the Adjusted
Share Seller is reduced to $1;



 3
 









(ii)                                  secondly, reduce (pro rata to the
respective Debt Free/Cash Free Prices) the Initial Share Price to be paid for
the Shares other than those sold by the Adjusted Shares Seller (and other than
those in Scanvan Holding AB) and that part of the price to be paid for the
Business as is attributable to goodwill, provided that the Initial Share Price
for the relevant Shares, or the Initial Business Price for the Business, at the
relevant time shall not be reduced to less than $1; and


(c)                                  in the event that the prices for all the
Shares (other than those in Scanvan Holding AB) and the Business are reduced to
$1 in accordance with (b) above, the balance shall reduce the price to be paid
for the Shares in Scanvan Holding AB.


2.6           Each Final Share Price and the Final
Business Price shall be calculated after Closing on the basis set out in
Schedule 12.  Any payments required
to be made under the Financial Adjustments shall be treated as adjusting the
relevant Initial Share Price and the Initial Business Price (as they stand
before any adjustments in accordance with the Financial Adjustments) thus
resulting after such adjustments in the respective Final Share Price for the
relevant Set of Shares and Final Business Price.  Each Final Share Price and the Final Business
Price shall (subject to any further adjustment, if applicable, pursuant to
clause 2.7 or clause 2.8) be adopted for all tax reporting purposes, with
the Final Business Price being apportioned between the relevant Business Assets
on such basis as the Seller shall specify acting reasonably.


2.7           Any payment made in satisfaction of a
liability arising under a Seller Obligation or a Purchaser Obligation, shall
(subject to clause 2.8) be made on the following basis:


(a)                                  if it is specifically referable to any
particular Set of Shares (or to any Target Company or Target Companies in a
particular Target Sub-Group), or to the Business or a particular Business
Asset, it shall so far as possible adjust the price paid for the relevant
Shares or the Business (and, if applicable, the relevant Business Asset);


(b)                                 otherwise, it shall adjust the price for
such Shares or Business as the Sellers and the Purchasers agree to be
appropriate in the circumstances; or, in the absence of such agreement within
20 Business Days of notice in writing from the Sellers to the Purchasers
proposing an allocation, it shall adjust (pro rata to the respective Debt
Free/Cash Free Prices) the price paid for the Shares (other than those in
Scanvan Holding AB and SIRVA Deutschland GmbH) and that part of the price paid
for the Business as is attributable to goodwill.


2.8           If any payment made in satisfaction
of a liability under a Seller Obligation or any adjustment pursuant to the
Financial Adjustments would in either case reduce the Final Share Price of a
particular Set of Shares from the respective Initial Share Price, or the Final
Business Price for the Business from the Initial Business Price, to less than
$1, then such payment or adjustment shall be made on the following basis:


(a)                                  the price of that particular Set of
Shares (the Reduced
Shares) or the Business shall be reduced to $1; and


(b)                                 the balance shall adjust the price for
such Shares or the Business as the Sellers and the Purchasers agree to be
appropriate in the circumstances or, if they do not agree within 20 Business
Days of notice in writing from the Sellers to the Purchasers proposing an
allocation, it shall:



 4
 









(i)                                     first, reduce the price paid for the
other Sets of Shares sold by the Seller of the Reduced Shares (the Reduced Shares Seller)
pro rata to the respective Debt Free/Cash Free Prices for those Sets of Shares,
provided that if that would result in the Final Share Price of any such Set of
Shares being reduced to less than $1, the Final Share Price for such Set of
Shares shall be reduced to $1 and the balance shall then reduce the Final Share
Price for the remaining Sets of Shares sold by the Reduced Shares Seller, if
any, pro rata to the respective Debt Free/Cash Free Prices and on the foregoing
basis until the Final Share Price for each Set of Shares sold by the Reduced
Share Seller is reduced to $1;


(ii)                                  secondly, reduce (pro rata to the
respective Debt Free/Cash Free Prices) the Final Share Price for the Shares
other than those sold by the Reduced Shares Seller (and other than those in
Scanvan Holding AB) and that part of the price paid for the Business as is
attributable to goodwill, provided that in each case the Final Share Price for
the relevant Shares or the Final Business Price for the Business at the
relevant time shall not be reduced to less than $1; and


(c)                                  in the event that the Final Share Prices
for all the Shares (other than those in Scanvan Holding AB) and the Final
Business Price for the Business are reduced to $1 in accordance with (b) above,
the balance shall reduce the price paid for the Shares in Scanvan Holding AB.


3.      PRE-CLOSING SELLER UNDERTAKINGS


From the date of this Agreement until Closing, each
Seller (in relation only to the applicable Target Companies and Business) shall
(except as may be approved by the Purchasers and subject to paragraph 3 of
Schedule 7) ensure that the businesses of the Target Companies and the
Business are carried on in all material respects only in the ordinary course
and shall comply with the obligations set out in Schedule 7.


4.      CLOSING


4.1           Closing shall be coordinated from the
London offices of the Sellers’ lawyers and shall take place there and in
appropriate locations in other relevant jurisdictions on 30 March 2007, or at
such other place, time and date as the Sellers and Purchasers agree.


4.2           The Sellers and Purchasers each agree
to cooperate with the others to facilitate any reasonable arrangement
(including any arrangement that documents be held in escrow) to ensure that
Closing takes place in accordance with clause 4.1.


4.3           At Closing each of the Sellers and
the Purchasers shall deliver or perform (or ensure that there is delivered or
performed) all those documents, items and actions respectively listed in
relation to that party or any of its Affiliates in Schedule 8.


5.      SELLER
AND SELLERS’ GUARANTOR WARRANTIES & INDEMNITIES


5.1           Subject to the facts, matters and
circumstances which are Disclosed, each Seller warrants to the Purchasers in
relation only to itself and the applicable Sets of Shares, Target Companies and
Business which that Seller is selling, as at the date of this Agreement in the
terms of the Warranties.  Save in respect
of the Warranties set out in paragraphs 1.1(a), 1.1(b), 1.2(a) and 1.2(b)
of Part A of Schedule 3, the Warranties are given subject to the
limitations 



 5
 









set out in
Schedule 5 and the limitations set out in the Tax Covenant insofar as they
are expressed to apply to the Tax Warranties. 
The Sellers’ Guarantor warrants to the Purchasers in the terms of the
warranties set out in Schedule 4 (the Sellers’ Guarantor’s Warranties).  None of the limitations in Schedule 5
shall apply to a Claim for a breach of the Sellers’ Guarantor’s Warranties.


5.2           None of the limitations in
Schedule 5 or the Tax Covenant shall apply to any Claim which arises (or
to the extent that it is increased) as a consequence of fraud or fraudulent
misrepresentation by any person who is or was prior to the date of this
Agreement a director or officer of any member of the Sellers’ Group.


5.3           Subject to clauses 5.7 and 5.8 and
the applicable provisions of Schedule 5, if any financial sanction is
imposed by a Governmental Entity in the Relevant Investigations (such sanction
a Target Company
Sanction and the date such sanction is imposed or, if later, due
for payment, being the Sanction
Date) on any Target Company or the Business Purchaser after the
Closing Date in relation to conduct by the Target Companies or the Business
Seller prior to the Closing Date, then the Sellers agree to indemnify the
Purchasers for, and to pay (or, if the Sellers decide not to pay pending the outcome
of any appeal, to provide a bank guarantee in respect of), any such Target
Company Sanction promptly on the Sanction Date.


5.4           Subject to clauses 5.7 and 5.8 and
the applicable provisions of Schedule 5, the Sellers agree to indemnify
the Purchasers in respect of liability incurred by a Target Company or the
Business Purchaser as a result of such Target Company or the Business Purchaser
being held to be jointly and severally liable for any financial sanction
imposed by a Governmental Entity on any member of the Sellers’ Group after the
Closing Date in relation to conduct by the Target Companies or the Business
Seller prior to the Closing Date in the Relevant Investigations (such sanction
a Sellers’ Group
Sanction).


5.5           Subject to clauses 5.7 and 5.8 and
the applicable provisions of Schedule 5, the Sellers agree to indemnify
the Purchasers in respect of any Customer Liability incurred by SIRVA France in
respect of any claim brought by customers of SIRVA France in relation to
conduct by that company prior to the Closing Date which is the subject matter
of the Relevant Investigations.  For the
purposes of this clause 5.5, Customer Liability shall mean the difference between the
actual amount paid by such customer in respect of the services provided by SIRVA
France and the amount such customer would have paid if the conduct of SIRVA
France which is the subject matter of the claim had not occurred.


5.6           The Purchasers agree that:


(a)                                  representation of the Target Companies in
the Relevant Investigations, and any subsequent appeals or related proceedings
(including any claims or proceedings which may give rise to any liability for
the Sellers under indemnities provided by the Sellers in clauses 5.3, 5.4 and
5.5), shall be conducted by the Sellers and shall procure that the Target
Companies agree to such representation, provided that if the Sellers should
agree any commitments or undertakings in relation to the Target Companies with
a Governmental Entity, the Sellers shall do so only after consultation with and
on terms which are reasonably satisfactory to the Purchasers;


(b)                                 the Purchasers will, and will procure
that the Target Companies will, provide such information, assistance and
co-operation as the Sellers may reasonably require in connection with the
Relevant Investigations and any subsequent appeals or related proceedings
(including any claims or proceedings which may give rise to any liability for
the Sellers under the indemnities provided by the Sellers in clauses 5.3, 5.4
and 5.5); and



 6
 









(c)                                  the Purchasers will not, and will procure
that the Target Companies will not, make any disclosure or take any action in
relation to, or engage in any conduct which could have an effect on the outcome
of, the Relevant Investigations and any subsequent appeals or related proceedings
(including any claims or proceedings which may give rise to any liability for
the Sellers under the indemnities provided by the Sellers in clauses 5.3, 5.4
and 5.5) without the express prior written agreement of the Sellers, such
agreement not to be unreasonably withheld or delayed.


5.7           If any Target Company Sanction,
Sellers’ Group Sanction or Customer Liability is reduced or quashed on appeal,
any monies recovered by the Sellers on behalf of the relevant Target Company
pursuant to clause 5.6 above shall be retained by the Sellers less any costs
reasonably incurred by the Purchasers or the Target Companies following the
Closing Date in relation to recovering such monies.  For the avoidance of doubt, if any such
recoveries are repaid directly to a Target Company, the Purchasers will procure
that the relevant Target Company transfers such monies promptly to the Sellers
less any costs reasonably incurred by the Purchasers or the Target Companies
following the Closing Date in relation to recovering such monies but otherwise
without any deductions or set-offs.


5.8           The Sellers shall not be liable to
the extent that any Target Company Sanction, Sellers’ Group Sanction or
Customer Liability, or any liability of the Business Seller in respect of the
Relevant Investigations, is incurred or increased as a result of any act,
omission or transaction carried out by any member of the Purchasers’ Group and,
after Closing, any Target Company.  For
the avoidance of doubt, the Sellers shall not be liable for any Costs arising
as result of or in connection with any conduct or activity of any member of the
Purchasers’ Group which is similar or related to the conduct which is the
subject of the Relevant Investigations.


6.      PURCHASERS’
AND PURCHASERS’ GUARANTOR WARRANTIES


Each of the Purchasers and the Purchasers’ Guarantor
warrants to the Sellers as at the date of this Agreement in the terms of the
warranties set out in Schedule 6.


7.      CONDUCT
OF PURCHASER CLAIMS


If the Purchasers become aware of any claim or
potential claim by a third party (a Third Party Claim),
or of any other matter or circumstance, which in the reasonable opinion of the
Purchasers might result in a Non-Tax Claim (other than a claim under
clauses 5.3, 5.4 and 5.5, in relation to which, for the avoidance of doubt,
clause 5.6 shall apply) being made, the Purchasers shall:


(a)                                  promptly (and in any event within 15
Business Days of it becoming aware of it) give notice of the Third Party Claim
or other matter or circumstance to the Sellers and ensure that the Sellers and
their representatives are given all reasonable information and facilities to
investigate it;


(b)                                 not (and ensure that each member of the
Purchasers’ Group shall not) admit liability or make any agreement or
compromise in relation to the Third Party Claim without prior written approval
of the Sellers;


(c)                                  (subject to the Purchasers or the
relevant member of the Purchasers’ Group being indemnified by the Sellers
against all reasonable out of pocket and other costs and expenses incurred in
respect of that Third Party Claim) ensure that it and each member of the
Purchasers’ Group shall take such action as the Sellers may reasonably 



 7
 









request to avoid, resist,
dispute, appeal, compromise or defend the Third Party Claim, including:


(i)                                     allowing the Sellers (if they elect to do
so) to take over the conduct of all proceedings and/or negotiations arising in
connection with the Third Party Claim (except for in relation to any Third
Party Claims which in the reasonable opinion of the Purchasers are crucial to the
ongoing business of the Target Companies); and


(ii)                                  providing such information and assistance
as the Sellers may reasonably require in connection with the preparation for
and conduct of any proceedings and/or negotiations relating to the Third Party
Claim.


In the event that the
Purchasers do not take any such action as the Sellers reasonably request in
accordance with this clause 7(c), or the Purchasers rely on the exception in
clause 7(c)(i), the Sellers’ liability in respect of the relevant Third Party
Claim shall be reduced by an amount equal to, and the Purchasers shall be
liable for (and shall indemnify the Sellers in respect of), any increase in
Costs in respect of the relevant Third Party Claim that arises as a result of,
or is otherwise attributable to, any failure of the Purchasers to take such
action as the Sellers reasonably request or to defend the relevant Third Party
Claim in a diligent manner.


(d)                                 If the Sellers do take over conduct of
any proceedings pursuant to clause 7(c)(i)above, the Sellers shall use their
reasonable endeavours to arrange for the proceedings to be conducted in the
Sellers’ name rather than that of the relevant member(s) of the Purchasers’
Group.


8.      EMPLOYEES


8.1           Employee Bonus Payments


(a)                                  The provisions of this clause 8.1 shall
apply to the extent that the bonuses referred to in this clause have not been
paid prior to Closing, or in relation to bonuses payable to employees in France
and Belgium, to the extent that the bonuses have not been paid prior to the
date on which this Agreement is executed.


(b)                                 In this clause 8, the following terms are
as defined below:


Annual Bonus
means an amount payable to any Employee participating in the Executive Bonus
Scheme in respect of the period from and including 1 January 2006 to and
including 31 December 2006.


Sale Bonus
means an amount which has been agreed by the Sellers as becoming payable to
certain of the Key Employees on completion of the Proposed Transaction.


(c)                                  The Sellers shall, within 5 Business Days
of the date of this Agreement, or in relation to employees in France and
Belgium within 5 Business Days of the date on which this Agreement is executed,
calculate the amounts payable in respect of any Annual Bonus or any Sale Bonus  (each a Bonus Payment and
together the Bonus Payments)  and shall notify the
Purchasers in writing of the relevant amounts and the Employees concerned.


 



 8















(d)                                 The Sellers shall pay to the Share
Purchaser (on behalf of itself, the Business Purchaser and the relevant Target
Companies) an amount equal to the aggregate of the Bonus Payments plus an
amount equal to any employer’s social security contributions which would be
payable in respect of payments in those amounts being made to the relevant
Employees prior to 2 April 2007.   If any Tax Authority charges to Tax such amount the Sellers shall be
obliged to pay to the Purchaser such additional amount (the additional payment) as will
ensure that, after the payment of the Tax so charged on the original payment
and any Tax chargeable on the additional payment, there shall remain a net sum
equal to the amount of the original payment.  The Purchasers
shall then promptly, and in any event within 2 Business Days after receipt of
such amounts from the Sellers, pay to each relevant Employee an amount equal to
the relevant Bonus Payment, after deducting the applicable employee tax and
social security contributions, and then account for the tax and social security
contributions so deducted and pay the applicable employer social security
contributions to the relevant tax authorities.


8.2           Business Employees


(a)                                  The parties intend that the contracts of
employment of the Business Employees will have effect from the date on which
this Agreement is executed as if originally made between the Business Purchaser
and the Business Employees.


(b)                                 Accordingly, if the rights, powers,
duties, liabilities and obligations of the Business Seller in respect of any
contracts of employment with the Business Employees in force immediately before
the Closing Date do not transfer to the Business Purchaser in accordance with
the applicable Belgian laws:


(i)                           the Business Purchaser shall make offers
of employment to the relevant Business Employees on terms and conditions (which
shall include treating any period of service with any member of the Sellers’
Group as if it were service with the Business Purchaser) which are no less
favourable taken as a whole than those on which each such Business Employee was
employed by the Business Seller Group immediately prior to the date on which
this Agreement is executed; and


(ii)                        where those Business Employees accept
such offers of employment, the Business Seller will ensure that they are
released from employment with the Business 
Seller with effect from the close of business on the date on which this
Agreement is executed or on the date of acceptance of employment with the Business
Purchaser, if later.


(c)                                  Notwithstanding anything to the contrary
in this Agreement, should the Business Seller be held not to have fully
complied with any legal requirement (whether statutory or pursuant to any
written agreement with, or the constitution of, any works council or other employee
body) in relation to the obligation to inform and consult, the Business
Purchaser shall indemnify the Business Seller for any and all Liabilities to
the extent such Liabilities arise, directly or indirectly, in respect of the
identity of the Business Purchaser.



 9
 









9.    NO RIGHTS OF RESCISSION OR TERMINATION


The parties shall not be entitled to rescind or
terminate this Agreement in any circumstances whatsoever (whether before or
after Closing).  This shall not exclude
any liability for (or remedy in respect of) fraudulent misrepresentation.


10.    BUSINESS ASSETS, CONTRACTS
AND LIABILITIES


10.1         Nothing in this Agreement or any
Transaction Document shall operate to transfer any of the Excluded Assets to
the Business Purchaser or make the Business Purchaser liable for any of the
Excluded Liabilities.


10.2         The Business Purchaser shall from
Closing: (i) assume and discharge when due any and all Assumed Liabilities of
the Business Seller (including obligations arising under the Business
Contracts); and (ii) indemnify the Sellers and each of their Affiliates against
any and all such Assumed Liabilities and any and all Costs suffered or incurred
by any of them as a result of any such Assumed Liabilities or any failure to
perform and discharge any obligations arising under the Business Contracts.


10.3         The Business Seller shall from Closing
indemnify the Business Purchaser and each of its Affiliates against any and all
Excluded Liabilities set out in paragraph (b) of Part E of Schedule 2 (Taxes)
and any Costs suffered or incurred by any of them as a result of any such
Excluded Liabilities.


10.4         After Closing, the Business Purchaser
shall, at its cost, execute and deliver all such further documents and/or take
such other action as the Sellers may reasonably request in order to effect the
release and discharge in full of the relevant member of the Sellers’ Group from
any Assumed Liabilities or the assumption by the Business Purchaser as the
primary obligor in respect of any Assumed Liabilities in substitution for the
relevant member of the Sellers’ Group (in each case on a non-recourse
basis to any member of the Sellers’ Group).


10.5         The provisions of Schedule 9 shall
apply if and to the extent that the benefit and/or burden of any of the
Business Contracts and Business Claims cannot be assigned or transferred to the
Business Purchaser except by an agreement of novation or without obtaining a
consent, approval, waiver or the like to the assignment or transfer from a
third party (such agreement of novation or consent, a Third Party Consent).


11.    TAX


11.1         The provisions of Schedule 10
shall apply in relation to taxation for the purposes of the sale of the Shares.
For the avoidance of doubt, the provisions of Schedule 10 (other than
paragraph 9 of Part A of that Schedule) shall not apply to the sale of the
Business by the Business Seller.


11.2         The Tax Covenant shall come into effect
at Closing.


11.3         Any sum payable by any party under this
Agreement is exclusive (unless expressly stated otherwise) of any applicable
VAT.


11.4         The Business Seller and the Business
Purchaser intend that article 11 of the Belgian Value Added Tax Code shall
apply to the sale of the Business Assets pursuant to this Agreement and agree
to use reasonable endeavours to ensure that the sale is treated as VAT exempt
under that article.



 10
 









11.5         If any VAT is payable on any supply by
or procured by the Business Seller under or pursuant to this Agreement, the
Business Purchaser agrees with the Business Seller (for itself and as trustee
for the maker of each such supply (the Supplier)) that it:


(a)                                  shall pay or procure the payment by the
recipient of each such supply (the Recipient) of the amount of that VAT in
addition to the price to the Business Seller or (at the Business Seller’s
direction) to the relevant Supplier against issue by the Business Seller or the
relevant Supplier (as the case may be) of a VAT invoice in respect thereof or,
where there is no provision in the legislation for the jurisdiction concerned
that a VAT invoice is required to be issued, then payment shall be made against
written demand in respect thereof containing such information as is customary
in that jurisdiction; and


(b)                                 shall indemnify the Business Seller (and
each Supplier) on an after-tax basis for any interest, penalties, fines or surcharges
imposed in connection therewith (except to the extent that any such interest,
penalty, fine or surcharge arises due to the delay of the Business Seller or
the relevant Supplier in accounting to the appropriate tax authority for such
VAT, having received cleared funds in respect thereof from the relevant
Recipient).


11.6         The Business Seller and the Business
Purchaser agree that:


(a)                                  the Business Purchaser shall notify the
Business Seller of any Trade Debtors in respect of which the Business Purchaser
requires the Business Seller to claim bad debt relief for VAT purposes;


(b)                                 the Business Seller shall use its
reasonable endeavours to claim such VAT bad debt relief; and


(c)                                  to the extent that the Business Seller
recovers any VAT after Closing in respect of a bad debt arising in respect of
the Trade Debtors, the amount so recovered shall be paid to the Business
Purchaser as soon as reasonably practicable (and in any event within three
Business Days of receipt or set off against any liability of the Business
Seller) pursuant to article 77 §1, 7° Value Added Code (Belgium) with article 1
of the Royal decree N° 4).


11.7         The Business Seller shall, no later
than thirty days after the date of this Agreement send to the competent tax
authorities a copy of the Agreement and its schedules, consistent with Article
442bis of the Belgian Income Tax Code, Article 93  undecies B of the Value Added Code, Article
113 of the law of July 20 2005 and any other applicable law requiring a formal
notification to any tax authority.


11.8         All sums payable under this Agreement
shall be paid free and clear of all deductions or withholdings whatsoever save
only as provided in this Agreement or as may be required by law.


11.9         Paragraph 15 of the Tax Covenant shall
apply to any sum paid in respect of a Purchaser Obligation or a Seller
Obligation under this Agreement.



 11
 









12.    INSURANCE


12.1         From the date of this Agreement until
(and including) the Closing Date, members of the Sellers’ Group and the Target
Companies shall continue in force all policies of insurance maintained by them
in respect of the Target Companies and the Business.


12.2         Upon Closing, all insurance cover
arranged in relation to the Target Companies and the Business by the Sellers’
Group, whether under policies maintained with third party insurers or other
members of the Sellers’ Group (and including, without limitation, insurance
relating to consumer goods in transit arranged in relation to the Target
Company incorporated in Luxembourg and/or the Business and any insurance in
relation to international goods in transit), shall cease (other than in
relation to insured events taking place before Closing) and no member of the
Purchasers’ Group shall make any claim under any such policies in relation to
insured events arising after Closing. 
For the avoidance of doubt, insurance relating to consumer goods in
transit (GIT Insurance)
which is arranged by the Target Companies shall continue in force
notwithstanding Closing save for GIT Insurance arranged in relation to the
Target Company incorporated in Luxembourg and/or the Business, which shall
terminate upon Closing (and in respect of which no member of the Purchaser
Group shall make any claim in relation to insured events arising after
Closing).  The Sellers shall be entitled
to make arrangements with their insurers to reflect this clause.


12.3         Subject to clause 12.2, the provisions
of clause 12.4 shall apply if, following the Closing Date, any member of the
Sellers’ Group or Target Companies is entitled to claim on any insurance policy
arranged by the Sellers’ Group in respect of any insured event taking place
prior to the Closing Date (together, Seller Group Policies) in relation to the
employees, officers, assets, products and operations of any of the Target
Companies and the Business and that claim is notified to the Seller’s claim
administrator by a member of the Purchasers’ Group not later than 12 months
after Closing.  For the avoidance of
doubt, no Target Company or other member of the Purchasers’ Group shall make
any claim after Closing under any Seller Group Policy except in accordance with
clause 12.4.


12.4         In such circumstances, the Sellers or
the relevant member of the Sellers’ Group shall (at the Purchasers’ cost) make
all necessary claims under the relevant Seller Group Policies and the
Purchasers (or such member of the Purchasers’ Group as the Purchasers may
nominate) shall be entitled to be paid any proceeds actually received under the
Seller Group Policies (after taking into account any deductible and less any
tax suffered on the proceeds and any reasonable out of pocket expenses suffered
or incurred by any members of the Sellers’ Group) provided that:


(a)                                  any payment so received shall reduce to
the same extent any entitlement to make a Claim in respect of the loss, damage
or destruction which is the subject of the relevant insurance claim;


(b)                                 the members of the Sellers’ Group shall
not be required, pursuant to any requests made by the Purchasers to undertake
or threaten litigation or incur any expenditure or liability without being put
in funds by the Purchasers before they incur the expenditure or liability;


(c)                                  the Purchasers or any member of the
Purchasers’ Group shall not be entitled to any proceeds received by any member
of the Sellers’ Group under any Seller Group Policy to the extent that the
proceeds relate to a claim in respect of:


(i)                       a matter
other than the carrying on of the business of the Target Companies or the
Business prior to Closing;



 12
 









 


(ii)       any loss of profits arising in a period
prior to the Closing Date;


(iii)                 any matters for
which the Sellers or a member of the Sellers’ Group has already reimbursed the
relevant Target Company or the Business or for which payment has been made to
any member of the Purchasers’ Group pursuant to the terms of this Agreement or
any Transaction Document; and


(d)                                 nothing in this clause shall prevent any
member of the Sellers’ Group from making any claim and receiving the proceeds
under any Seller Group Policy to the extent that it relates to a loss suffered
or incurred by such member.


13.    PAYMENT OF
INTER-COMPANY DEBT


The provisions of Schedule 11 shall apply in
respect of the payment of Inter-Company Non-Trading Debt and Inter-Company
Trading Debt.


14.    GUARANTEES
AND OTHER THIRD PARTY AND INTER-COMPANY ASSURANCES


14.1         Subject to clause 14.4, the Purchasers
shall ensure that at Closing each member of the Sellers’ Group is released in
full from all Third Party Assurances listed in Part A of Exhibit 1. In
addition, the Purchasers shall use their reasonable efforts to ensure that, as
soon as reasonably practicable after becoming aware of any other Third Party
Assurance in respect of any obligations of any Target Company or relating to
any Business Contract or (for the purposes of this clause 14 only) any Third
Party Assurance relating to the contract referred to in paragraph (a) of
Part C of Schedule 2, each member of the Sellers’ Group is released
in full from such Third Party Assurance (or any liability of any member of the
Sellers’ Group in respect of such Third Party Assurance is otherwise discharged
in full).  Pending release (or discharge)
of any Third Party Assurance referred to in this clause 14.1, the Purchasers
shall indemnify the Sellers and each of their Affiliates against any and all
Costs arising after Closing under or by reason of that Third Party Assurance.


14.2         The Sellers shall ensure that at
Closing each Target Company is released in full from all Third Party Assurances
listed in Part B of Exhibit 1 given by it in respect of obligations of any
member of the Sellers’ Group.  In
addition, the Sellers shall use their reasonable efforts to ensure that, as
soon as reasonably practicable after becoming aware of any other Third Party
Assurance in respect of any obligations of any member of the Sellers’ Group,
each Target Company is released in full from such Third Party Assurance.  Pending release of any Third Party Assurance
referred to in this clause 14.2, the Sellers shall indemnify the Purchasers and
each of their Affiliates against any and all Costs arising after Closing under
or by reason of that Third Party Assurance.


14.3         The Purchasers shall ensure that at
Closing each member of the Sellers’ Group is released in full from all Inter-Company
Assurances listed in Part C of Exhibit 1 given by it to any Target Company. In
addition, the Purchasers shall use their reasonable efforts to ensure that, as
soon as reasonably practicable after becoming aware of any other Inter-Company
Assurance in respect of any Target Company, each member of the Sellers’ Group
is released in full from such Inter Company Assurance. Pending release of any
Inter-Company Assurance referred to in this clause 14.3, the Purchasers
shall indemnify the Sellers and each of their Affiliates against any and all
Costs arising after Closing under or by reason of that Inter-Company
Assurance.


14.4         If, prior to Closing, L. Rettenmayer
Intenationale Umzugslogistik GmbH (Rettenmayer) has not repaid the Financial
Debt it owes to Dresdner Bank AG under the 



 13
 









credit facility dated 16
August 2006 (and set out in the Data Room under “Corporate Folders”, sub-folder
10.1.10) (the Outstanding
External Debt), without prejudice to its obligation to indemnify
the Sellers and each of their Affiliates in accordance with clause 14.1,
the Purchasers shall not be required to procure the release of the Third Party
Assurance referred to in row 1 of the table in Part A of Exhibit 1 until the
date that is 2 Business Days following the repayment of the Outstanding
External Debt.  Prior to such repayment,
the Purchasers undertake to use all reasonable endeavours to procure that the
annual audit of the financial statements of Majortrans Flytteservice AS (Majortrans) is
completed as soon as practicable and, within 5 Business Days of completion of
such audit, the Outstanding External Debt is repaid (whether by Majortrans and
Rettenmayer implementing the steps outlined in Steps 10.1 and 10.2 of the
Pre-sale Restructuring Memorandum or otherwise).


14.5         The Purchasers undertake that, to the
extent any Third Party Assurance relating to the contract referred to in
paragraph (a) of Part C of Schedule 2 is not released (or discharged)
on or prior to 4 May 2007 in accordance with clause 14.1, it will procure
that on 4 May 2007 a bank guarantee is issued in favour of Fortis Bank (or such
other party as Fortis Bank may nominate) in terms satisfactory to Fortis Bank
(including as to the identity of the issuer of such guarantee) in order to
procure the release (or discharge) of the relevant member of the Seller’s Group
in respect of any such Third Party Assurance.


15.    INFORMATION,
RECORDS AND ASSISTANCE POST-CLOSING


15.1         For 2 years following the Closing
Date, each member of the Purchasers’ Group shall provide the Sellers (at the
Sellers’ cost) with reasonable access at reasonable times to (and the right to
take copies of) the books, accounts, customer lists and all other records held
by it after Closing to the extent that they relate to the Target Companies and
their respective businesses, or to the Business, and to the period up to
Closing (the Records). This obligation is
subject to the provisions of clause 20 (Confidentiality) and the Sellers
shall pay the relevant member of the Purchasers’ Group all out-of-pocket
expenses it occurs in providing such reasonable access.


15.2         The Business Seller shall preserve any
VAT records that it does not transfer to the Business Purchaser for such period
as may be required by law and during that period shall permit the Business
Purchaser or its agents reasonable access during normal business hours to
inspect, and, at its expense, make copies of, such VAT records.


15.3         Following the Closing Date, no member
of the Purchasers’ Group shall dispose of or destroy any of the Records until
they have been in existence for 7 years or more without first giving the
Sellers at least 2 months’ notice of its intention to do so and giving the
Sellers a reasonable opportunity to remove and retain any of them (at the
Seller’s expense).


15.4         The Purchasers shall procure that each
member of the Purchasers’ Group shall:


(a)                                  give such assistance to any member of the
Sellers’ Group as the Sellers may reasonably request in relation to any third
party proceedings by or against any member of the Sellers’ Group so far as they
relate to the Sellers’ Group business, including proceedings relating to
employees’ claims or taxation; and


(b)                                 give such access to documents and
employees, and assistance to any member of the Sellers’ Group and/or their
respective auditors as the Sellers may reasonably request in relation to the
preparation and audit of any financial
statements to the extent that they relate to periods falling wholly or partly
before Closing,



 14
 









and the Seller agrees to reimburse the Purchasers for
any reasonable out-of-pocket costs incurred by the Purchasers’ Group in
providing such access and/or assistance.


15.5         To the extent not required under the
terms of the Transitional Services Agreement, for 3 months following the
Closing Date, the Purchasers and the Sellers shall use all reasonable
endeavours to procure that each member of the Purchasers’ Group and each member
of the Sellers’ Group respectively shall provide all access and assistance as
is reasonably requested by a member of either the Purchasers’ Group or the
Sellers’ Group (as the case may be) in order to facilitate the separation of the
Target Companies and the Business from the Seller’s Group.  The cost of providing such access or
assistance shall be borne by the party providing it.


16.    PROTECTIVE
COVENANT POST-CLOSING


16.1         Neither the Sellers nor any of their
Affiliates shall carry on or be engaged in any Competing Business in the
Protected Territories during a period of 3 years after the Closing
Date.  For this purpose:


(a)                                  Competing Business means any business involving the
international movement and storage of household goods and personal effects by
the Sellers or their Affiliates where the Sellers or their Affiliates actually
carry out those activities themselves; provided that carrying on or being
engaged in any Permitted Business shall not be regarded as a Competing
Business;


(b)                                 Permitted Business means a business which is any “Pickfords”
branded business that is booked in the United Kingdom;


(c)                                  Protected Territories means Sweden, Denmark, Norway, Belgium,
Luxembourg, Netherlands, Hungary, Russia, Switzerland, France, Germany, Czech
Republic, and Poland.


16.2         Nothing in this clause 16 shall
prevent, after Closing, the Sellers or any of their Affiliates from:


(a)                                  owning securities in any company dealt in
on a stock exchange which do not exceed 15 per cent. in nominal value of the securities
of that company; or


(b)                                 acquiring any one or more companies
and/or businesses (taken together, the Acquired Business)
where at the time of the acquisition the activities of the Acquired Business
include a Competing Business (the Acquired Competing
Business) and subsequently carrying on or being engaged in the
Acquired Competing Business, if the turnover attributed to the Acquired
Competing Business in its last financial year prior to such acquisition is less
than 15 per cent. of the turnover of the Acquired Business as a whole; or


(c)                                  performing its obligations under this
Agreement and/or under any other agreement which it may enter into with a
member of the Purchasers’ Group.


16.3         For a period of 5 years from the
Closing Date, save as set out below, if any member of the Sellers’ Group
proposes to enter into any new arrangement with respect to an exclusive right
to use the brands, systems and trade marks of the Sellers’ Group (a New ARA Proposal) in
any jurisdiction in the Rest of Continental Europe, the Sellers shall inform
the Purchasers of such New ARA Proposal and shall use all reasonable endeavours
to allow the Purchasers to 



 15
 









propose terms and
conditions on which the Purchasers would be prepared to enter into an agreement
with the Sellers’ Group with respect to the New ARA Proposal (a Purchaser Proposal).  The Purchasers shall be allowed a reasonable
period (being a maximum of 10 Business Days, subject to the remainder of this
sentence), to make a Purchaser Proposal, provided that the Purchasers
acknowledge that, if due to client requirements, the Sellers’ Group needs to
enter into such new arrangement at short notice, the Sellers’ Group will only
be obliged to provide limited, if any, notice of the New ARA Proposal to the
Purchasers.  The Sellers’ Group shall
have absolute discretion whether or not to enter into an agreement with the
Purchasers with respect to a Purchaser Proposal and, should it elect not to do
so, shall be entitled to enter into any arrangement with respect to the
relevant New ARA Proposal with any other person.  This clause 16.3 shall not apply to any
proposal by a member of the Sellers’ Group where the counterparty is a person
who the Sellers’ Group regularly transacts with in relation to moving services
in the relevant jurisdiction, or who handles a substantial proportion of the
Sellers’ Group’s moving services in that jurisdiction.


17.    CHANGES OF
NAME


17.1         The Purchasers shall procure that:


(a)                                  as soon as reasonably practicable after
the Closing Date and in any event within 30 Business Days afterwards, the name
of any Target Company which consists of or incorporates any one or more of the
words “SIRVA”, “Pickfords” or “Allied” is changed to a name which does not
include any of those words or any name which, in the reasonable opinion of the
Seller, is substantially or confusingly similar, unless as is otherwise agreed
in writing by the Sellers and the Purchasers; and


(b)                                 as soon as reasonably practicable after
the Closing Date and in any event within 40 days, in the case of the “SIRVA”
mark, name or logo, or 120 days, in the case of the “Pickfords” mark, name or
logo, or in accordance with the relevant ARA in the case of the “Allied” mark,
name or logo, the Target Companies shall cease to use or display any trade or
service name or mark, business name, logo or domain name used or held by any
member of the Sellers’ Group or any mark, name or logo which, in the reasonable
opinion of the Seller, is substantially or confusingly similar to any of them,
except in accordance with the relevant ARA or as is otherwise agreed by the
Sellers and the Purchasers.


17.2         The Purchasers undertake to the Sellers
(for themselves and on behalf of the members of the Sellers’ Group) to
indemnify the Sellers and the members of the Sellers’ Group and hold them
harmless, on an after tax basis, against any Liabilities arising from third
party claims in connection with the continued presence of the words “SIRVA”, “Pickfords”
or “Allied” in the name of any Target Company after Closing or the continued
use or display of any such mark, name or logo after Closing (other than in
accordance with the ARAs, in the case of the “Allied” mark, name or logo).


17.3         On or as soon as possible after
Closing, the Purchasers and the Sellers shall send out a joint notice in the Agreed
Form to an agreed list of the suppliers, customers and clients of the Target
Companies advising them of the transfer of the Target Companies and the
Business.


18.    PAYMENTS


18.1         Any payment to be made pursuant to this
Agreement by the Purchasers (or any member of the Purchasers’ Group) shall be
made to the relevant Sellers’ Bank Accounts.



 16















18.2         Any payment to be made pursuant to this
Agreement by the Sellers (or any member of the Sellers’ Group) shall be made to
the Share Purchaser’s Bank Account.  The
Share Purchaser agrees to pay each member of the Purchasers’ Group that part of
each payment to which it is entitled.


18.3         Payment under clauses 18.1 and 18.2
shall be in immediately available funds by electronic transfer on the due date
for payment.  Receipt of the amount due
shall be an effective discharge of the relevant payment obligation.


18.4         If any sum due for payment in
accordance with this Agreement is not paid on the due date for payment, the
person in default shall pay Default Interest on that sum from but excluding the
due date to and including the date of actual payment calculated on a daily
basis.


19.    ANNOUNCEMENTS


19.1         Until 3 months after the Closing
Date, neither the Sellers, on the one hand, nor the Purchasers, on the other,
nor any of their respective Affiliates, shall make any announcement or issue
any circular in connection with the existence or subject matter of this
Agreement (or any other Transaction Document) without the prior written
approval of the other save for the announcement in the Agreed Form which any
party shall be entitled to release at any time within 5 Business Days of the
date of this Agreement.


19.2         The restriction in clause 19.1 shall
not apply to the extent that the announcement or circular is required by law,
by any stock exchange or any regulatory or supervisory body or authority of
competent jurisdiction, whether or not the requirement has the force of
law.  If this exception applies, the
party making the announcement or issuing the circular shall use its reasonable
efforts to consult with the other parties in advance as to its form, content
and timing.


20.    CONFIDENTIALITY


20.1         For the purposes of this
clause 20:


(a)                                  Confidential Information means:


(i)                  (in relation to the obligations of the Purchasers):


(A)                              any information received or held by the
Purchasers (or any of their Representatives) relating to the Sellers’ Group or,
prior to Closing, any of the Target Companies and/or the Business; and


(B)                                after Closing, any information held by
any of the Target Companies or the Business relating to the business of the
Sellers’ Group but excluding any information that primarily relates to, and is
necessary for the operation of, the Target Companies’ business and/or the
Business (Ring-fenced Information);
or


(ii)               (in relation to the obligations of the Sellers) any
information received or held by the Sellers (or any of their respective
Representatives) relating to the Purchasers’ Group or, following Closing, any
of the Target Companies; and


(iii)            information relating to the provisions of, and
negotiations leading to, this Agreement and the other Transaction Documents,



 17
 









 


and includes written information and information
transferred or obtained orally, visually, electronically or by any other means;


(b)                                 Representatives means, in relation to a party, its
respective Affiliates and the directors, officers, employees, agents, advisers,
accountants and consultants of that party and/or of its respective Affiliates.


20.2         Each of the Sellers and the Purchasers
shall (and shall ensure that each of its Representatives shall) maintain
Confidential Information in confidence and not disclose Confidential
Information to any person except (i) as this clause 20.2 permits or (ii)
in respect of disclosure by the Sellers, as approved in writing by the
Purchasers, and in respect of disclosure by the Purchasers, as approved in
writing by the Sellers.


20.3         Clause 20.2 shall not prevent
disclosure by a party or its Representatives to the extent it can demonstrate
that:


(a)                                  disclosure is required by law or by any
stock exchange or any regulatory, governmental or antitrust body (including any
tax authority) having applicable jurisdiction (provided that, to the extent it
is in accordance with applicable law and regulation to do so, the disclosing
party shall first inform the others of its intention to disclose such
information and take into account the reasonable comments of the other
parties);


(b)                                 disclosure is of Confidential Information
which was lawfully in the possession of that party or any of its
Representatives (in either case as evidenced by written records) without any
obligation of secrecy prior to its being received or held;


(c)                                  disclosure is of Confidential Information
which has previously become publicly available other than through that party’s
fault (or that of its Representatives);


(d)                                 disclosure is required for the purpose of
any arbitral or judicial proceedings arising out of this Agreement (or any
other Transaction Document).


20.4         Each of the Sellers and the Purchasers
undertakes that it (and its Affiliates) shall only disclose Confidential
Information to Representatives if it is reasonably required for purposes
connected with this Agreement and shall procure that those Representatives are
informed of the confidential nature of the Confidential Information and are
informed of and comply with the terms of this clause 20.4 in relation to it.


20.5         If this Agreement terminates, the
Purchasers shall as soon as practicable on request by the Sellers:


(a)                                  return to the Sellers all written
documents and other materials relating to the Sellers, any Target Company, the
Business or this Agreement (including any Confidential Information) which the
Sellers (or their Representatives) have provided to the Purchasers (or their
Representatives) without keeping any copies of them;


(b)                                 destroy all information or other
documents derived from such Confidential Information; and


(c)                                  so far as it is practicable to do so,
expunge such Confidential Information from any computer, word processor or
other device.



 18
 









 


20.6         If this Agreement terminates, the
Sellers shall as soon as practicable on request by the Purchasers:


(a)                                  return to the Purchasers all written
documents and other materials relating to the Purchasers and their Affiliates,
or this Agreement (including any Confidential Information) which the Purchasers
(or their Representatives) has provided to the Sellers (or their
Representatives) without keeping any copies of them;


(b)                                 destroy all information or other
documents derived from such Confidential Information; and


(c)                                  so far as it is practicable to do so,
expunge such Confidential Information from any computer, word processor or
other device.


20.7         The Business Purchaser shall not, and
the Purchasers shall procure that no Target Company or other member of the
Purchasers’ Group shall, use any Ring-fenced Information in its business. After
Closing, the Purchasers shall notify the Sellers if the Purchasers become aware
of any Ring-fenced Information in the possession of the Target Companies or the
Business.  If any such notification is
given, the Sellers shall be entitled to require that, as soon as practicable on
request by the Sellers, the Purchasers shall return to the Sellers all written
documents and other materials containing Ring-fenced Information, without
keeping any copies of them, destroy all information or other documents derived
from such Ring-fenced Information and, so far as it is practicable to do so,
expunge such Ring-fenced Information from any computer, word processor or other
device.


21.    ASSIGNMENT


21.1         Except as provided in this
clause 21 or unless the Sellers and the Purchasers specifically agree in
writing, no person shall assign, transfer, charge or otherwise deal with all or
any of its rights under this Agreement nor grant, declare, create or dispose of
any right or interest in it.  Any
purported assignment in contravention of this clause 21 shall be void.


21.2         The benefit of the Warranties may be
assigned (in whole or in part) by the Purchasers with the consent of the
relevant Seller (such consent not to be unreasonably withheld) to any member of
the Purchasers’ Group which is the legal and beneficial owner from time to time
of any or all of the Shares or the Business as if it were a Purchaser under
this Agreement provided that before any such assignee subsequently ceases to be
a member of the Purchasers’ Group, the Purchasers shall ensure that it shall re-assign
that benefit to a continuing member of the Purchasers’ Group.


21.3         If an assignment is made in accordance
with this clause 21, the liabilities of the members of the Sellers to the
members of the Purchasers’ Group under this Agreement shall be no greater than
such liabilities would have been if the Purchasers had continued to own the
Shares or the Business, as applicable, and the assignment had not occurred.


22.    FURTHER
ASSURANCES


22.1         Each of the Sellers and the Purchasers
shall, for a period of 6 months from the Closing Date, execute (or procure the
execution of) such further documents as may be required by law or be necessary
or reasonably requested by the other to implement and give effect to this
Agreement.



 19
 









 


22.2         Each of the Sellers and the Purchasers
shall procure that its Affiliates comply with all obligations under this
Agreement which are expressed to apply to any such Affiliates.


22.3         For the avoidance of doubt:


(a)                                  if at Closing any member of the Sellers’
Group owns any interest in any asset which is part of the Business or the
business of any Target Company, the Sellers shall, as soon as practicable,
ensure that any such interest (together with any benefit or sum, net of tax,
accruing to any member of the Sellers’ Group as a result of holding that
interest since Closing) is transferred to such member of the Purchasers’ Group
as the Purchasers shall specify on terms that no consideration is payable by
any person for such transfer; and


(b)                                 if at Closing any Target Company owns any
interest in any asset which is not part of the Business or the business of any
Target Company the Purchasers shall, as soon as practicable, ensure that such
interest (together with any benefit or sum, net of tax and other out of pocket
expenses, accruing to any member of the Purchasers’ Group as a result of
holding that interest since Closing net of tax and out of pocket expenses
incurred in transferring the asset) is transferred to such member of the
Sellers’ Group as the Seller shall specify on terms that no consideration is
payable by any person for such transfer.


23.    COSTS


23.1         Subject to clause 23.2 and except
as otherwise provided in this Agreement (or any other Transaction Document),
each of the Sellers and the Purchasers shall be responsible for its own costs,
charges and other expenses (including those of its Affiliates) incurred in
connection with the Proposed Transactions.


23.2         The Purchasers or their Affiliates
shall bear all stamp duty, Belgian registration duties, notarisation fees or
other documentary transfer or transaction duties, and all stamp duty reserve
tax, stamp duty land tax and any other transfer taxes (including, for the
avoidance of doubt, any real estate transfer tax under Belgian law) including
in each case any related interest or penalties (including, for the avoidance of
doubt, where such interest or penalties are levied on the Sellers by any Tax
Authority) arising as a result of this Agreement or of any of the other
Transaction Documents.


24.    NOTICES


24.1         Any notice in connection with this
Agreement shall be in writing in English and delivered by hand, fax, registered
post or courier using an internationally recognised courier company, and shall
be given by the Purchasers’ Representative (on behalf of, and which notice
shall be binding upon, itself, the other Purchaser and the Purchasers’
Guarantor, as applicable) and the Sellers’ Representative (on behalf of, and
which notice shall be binding upon, itself and the Sellers, as
applicable).  Any notice to be given to
the Purchasers and/or the Purchasers’ Guarantor in connection with this
Agreement shall be effective if delivered to the Purchasers’ Representative (on
behalf of itself, the other Purchaser and/or the Purchaser Guarantor, as
applicable) at the address set out in clause 24.3.  Any notice to be given to the Sellers and/or
the Sellers’ Guarantor in connection with this Agreement shall be effective if
delivered to the Sellers’ Representative (on behalf of itself and the Sellers,
as applicable) at the address set out in clause 24.3.  A notice shall be effective upon receipt and
shall be deemed to have been received (i) at the time of delivery, if
delivered by hand, registered post or courier or (ii) at the time of
transmission if delivered by fax provided that in either case, 



 20
 









where delivery occurs
outside Working Hours, notice shall be deemed to have been received at the
start of Working Hours on the next following Business Day.


24.2         To the extent practicable, a copy of
any notice served in accordance with clause 24.1 shall, at the same time, be
sent by email to the address provided in clause 24.3.


24.3         The addresses and fax numbers of the
parties for the purpose of clause 24.1 are:


	
  Sellers’

  Representative

  	
   

  	
  Address:

  	
   

  	
  Fax:

  	
   

  	
  Email:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIRVA Worldwide,
  Inc.
  (the  Sellers’ Representative)

  	
   

  	
  700 Oakmont Lane, 

  Westmont, Illinois 60559

  	
   

  	
  +1 630 468 4706

  	
   

  	
  eryk.spytek@sirva.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For the
  attention of:

  	
   

  	
  General Counsel

  	
   

  	
   

  	
   

  	
   

  



 


	
  Purchasers’ 

  Representative

  	
   

  	
  Address:

  	
   

  	
  Fax:

  	
   

  	
  Email:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transeuro
  Amertrans 

  International Holdings 

  BV (the  Purchasers’ Representative)

  	
   

  	
  Sevillaweg 20 

  3047 AL Rotterdam 

  The Netherlands

  	
   

  	
  +44 20 8955 1326

  	
   

  	
  yogesh.mehta@ teamrelocations.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For the
  attention of:

  	
   

  	
  Managing Director

  	
   

  	
   

  	
   

  	
   

  



25.    CONFLICT
WITH OTHER AGREEMENTS


25.1         Subject to clause 25.3 below, if there
is any conflict between the terms of this Agreement and any agreement entered
into pursuant to this Agreement, or any other agreement of any kind, this
Agreement shall prevail (as between the parties to this Agreement and as
between any members of the Sellers’ Group and any members of the Purchasers’
Group) unless (i) such other agreement expressly states that it overrides this
Agreement in the relevant respect and (ii) the Sellers and the Purchasers are
either also parties to that other agreement or otherwise expressly agree in
writing that such other agreement shall override this Agreement in that
respect.


25.2         The Business Purchaser undertakes to
the Sellers that: (i) no claim shall be made by the Business Purchaser (or any
other member of the Purchasers’ Group) against the Sellers (or any other member
of the Sellers’ Group) under any agreement entered into between the Business
Seller and the Business Purchaser with respect to the sale and purchase of the
Business for the purposes of notifying and/or registering such sale and
purchase under the laws of Belgium (for the avoidance of doubt including any
formal notification for tax or social security purposes); and (ii) any claim
with respect to the sale and purchase of the Business by the parties shall only
be brought under this Agreement.


25.3         If there is any conflict between the
terms of any ARA and clause 16, the relevant terms of the ARA shall
prevail.



 21
 









 


26.    WHOLE
AGREEMENT


This Agreement and the other Transaction Documents
together set out the whole agreement between the parties in respect of the sale
and purchase of the Shares and the Business and supersede any prior agreement
(whether oral or written) relating to the Proposed Transactions.  It is agreed that:


(a)                                  no party shall have any claim or remedy
in respect of any statement, representation, warranty or undertaking made by or
on behalf of any other party (or any of its Connected Persons, as defined
below) in relation to the Proposed Transactions which is not expressly set out
in this Agreement or any other Transaction Document;


(b)                                 any terms or conditions implied by law in
any jurisdiction in relation to the Proposed Transactions are excluded to the
fullest extent permitted by law or, if incapable of exclusion, any right, or
remedies in relation to them are irrevocably waived;


(c)                                  the only right or remedy of a party in
relation to any provision of this Agreement or any other Transaction Document
shall be for breach of this Agreement or the relevant Transaction Document; and


(d)                                 except for any liability in respect of a
breach of this Agreement or any other Transaction Document, no party (or any of
its Connected Persons) shall owe any duty of care or have any liability in tort
or otherwise to any other party (or its respective Connected Persons) in
relation to the Proposed Transactions,


provided that this clause shall not exclude any
liability for (or remedy in respect of) fraudulent misrepresentation.  Each party agrees to the terms of this clause
26 on its own behalf and as agent for each of its Connected Persons.  For the purpose of this clause, Connected Persons means (in relation
to a party) the officers, employees, agents and advisers of that party or any
of its Affiliates.


27.    WAIVERS,
RIGHTS AND REMEDIES


Except as expressly provided in this Agreement, no
failure or delay by any party in exercising any right or remedy relating to
this Agreement or any of the Transaction Documents shall affect or operate as a
waiver or variation of that right or remedy or preclude its exercise at any
subsequent time.  No single or partial
exercise of any such right or remedy shall preclude any further exercise of it
or the exercise of any other remedy.


28.    COUNTERPARTS


This Agreement may be executed in any number of
separate counterparts, each of which is an original but all of which taken
together shall constitute one and the same instrument.


29.    VARIATIONS


No amendment of this Agreement (or of any other
Transaction Document) shall be valid unless it is in writing and duly executed
by or on behalf of all of the parties to it.


30.    INVALIDITY


Each of the provisions of this Agreement and the other
Transaction Documents is severable.  If
any such provision is held to be or becomes invalid or unenforceable in any
respect under 



 22
 









the law of any jurisdiction, it shall have no effect
in that respect and the parties shall use all reasonable efforts to replace it
in that respect with a valid and enforceable substitute provision the effect of
which is as close to its intended effect as possible.


31.    NO THIRD
PARTY ENFORCEMENT RIGHTS


A person who is not a party to this Agreement shall
have no right under any statutory provision to enforce any of its terms.


32.    GOVERNING
LAW, JURISDICTION & DISPUTES


32.1         This Agreement and the legal
relationships established by or otherwise arising in connection with this
Agreement shall be governed by, and interpreted in accordance with, English
law.


32.2         If any dispute, controversy or claim
arises out of or in connection with this Agreement including the breach,
termination or invalidity thereof (Dispute),
the parties may serve formal written notice on the relevant other parties that
a Dispute has arisen (Notice of Dispute).  The Notice of Dispute shall describe the
material points of the Dispute in sufficient detail to enable the parties to
reach an amicable settlement pursuant to the procedure set out in the remaining
provisions of this clause 32.


32.3         Following the service of a Notice of
Dispute, the parties shall use all reasonable endeavours to settle such Dispute
amicably through negotiations between their respective authorised
representatives within a period of thirty (30) days starting from the date of
receipt of the Notice of Dispute by the relevant party.  The parties may by agreement extend such
thirty (30) day period and take all such other steps as they mutually agree
will assist them in reaching an amicable settlement of the Dispute, including
the joint appointment of a person who is an expert in the subject matter of the
Dispute.


32.4         If the Dispute is not resolved by the
signing of written terms of settlement by authorised representatives of the
parties within such thirty (30) day period (or such longer period as may have
been agreed between them) as provided under clause 32.3, then the Dispute
shall be finally settled under the Rules of Arbitration of the International
Chamber of Commerce by three arbitrators appointed in accordance with the said
Rules.  The seat of the arbitration shall
be London.  The language of the arbitration
shall be English.


32.5         The provisions of this clause 32,
shall not prejudice any party from bringing any proceedings in the Courts of
England or before any competent authority:


(a)                                  for the purpose of seeking interim or
interlocutory relief; or


(b)                                 insofar as such proceedings are necessary
or appropriate for the enforcement of any arbitral award made in relation to
clause 32.4 or where, the arbitral proceedings having commenced, the
arbitrators have indicated that they are not competent to grant relief of the
kind sought and no other appropriate relief can be granted by the arbitrators;


and for these purposes each of the parties irrevocably
agrees that the Courts of England are to have jurisdiction, but so that nothing
in this clause 32.5 shall limit the right of the parties to bring any such
proceedings as aforesaid against the relevant other party or parties in any
other court of competent jurisdiction, nor the bringing of proceedings in any
other jurisdiction, whether concurrently or not, to the extent permitted by law
of such other jurisdiction.


 



 23















33.    BASIS OF
LIABILITY


33.1         The liabilities and obligations of the
Sellers under this Agreement shall be joint and several.  If any liability of any of the Sellers is or
becomes illegal, invalid or unenforceable in any respect, that shall not impair
the liabilities of the other Sellers under this Agreement.


33.2         The liabilities and obligations of the
Purchasers under this Agreement shall be joint and several.  If any liability of any of the Purchasers is
or becomes illegal, invalid or unenforceable in any respect, that shall not
impair the liabilities of the other Purchaser under this Agreement.


34.    PURCHASERS’
GUARANTEE


34.1         In consideration of the Sellers
entering into this Agreement, the Purchasers’ Guarantor unconditionally and
irrevocably guarantees to each of the Sellers and to each of their respective
Affiliates as a continuing obligation that each of the Purchasers and their
respective Affiliates will comply properly and punctually with its obligations
under this Agreement and each Transaction Document.


34.2         The liability of the Purchasers’
Guarantor under clause 34.1 shall not be discharged or impaired by:


(a)                                  any amendment, variation or assignment of
this Agreement or any Transaction Document or any waiver of its or their terms;


(b)                                 any release of, or granting of time or
other indulgence to, the Purchasers, their respective Affiliates or any third
party;


(c)                                  any winding up, dissolution,
reconstruction, legal limitation, incapacity or lack of corporate power or
authority or other circumstances affecting the Purchasers (or any act taken by
the Purchasers in relation to any such event); or


(d)                                 any other act, event, neglect or omission
(whether or not known to the Purchasers, the Purchasers’ Guarantor, the Sellers
or the Purchasers’ Guarantor) which would or might (but for this clause)
operate to impair or discharge the liability of the Purchasers’ Guarantor or
afford the Purchasers’ Guarantor or the Purchasers or their respective
Affiliates any legal or equitable defence.


35.    SELLERS’
GUARANTOR


35.1         In consideration of the Purchasers
entering into this Agreement, the Sellers’ Guarantor unconditionally and
irrevocably guarantees to each of the Purchasers and to each of the their
respective Affiliates as a continuing obligation that each of the Sellers and
their respective Affiliates will comply properly and punctually with its
obligations under this Agreement and each Transaction Document.


35.2         The liability of the Sellers’ Guarantor
under clause 35.1 shall not be discharged or impaired by:


(a)                                  any amendment, variation or assignment of
this Agreement or any Transaction Document or any waiver of its or their terms;


(b)                                 any release of, or granting of time or
other indulgence to, the Sellers, their respective Affiliates or any third
party;



 24
 









 


(c)                                  any winding up, dissolution,
reconstruction, legal limitation, incapacity or lack of corporate power or
authority or other circumstances affecting the Sellers (or any act taken by the
Sellers in relation to any such event); or


(d)                                 any other act, event, neglect or omission
(whether or not known to the Purchasers, the Purchasers’ Guarantor, the Sellers
or the Sellers’ Guarantor) which would or might (but for this clause) operate
to impair or discharge the Sellers’ Guarantor of liability or afford the
Sellers’ Guarantor or the Sellers or their respective Affiliates any legal or
equitable defence.


36.    AGENTS FOR
SERVICE OF PROCESS


36.1         The Purchasers and the Purchasers’
Guarantor shall at all times maintain an agent for service of process and any
other documents in proceedings in England or any other proceedings in
connection with this Agreement.  Such
agent shall be Team Relocations Limited currently of Drury Lane, London NW10
0JN and any claim form, judgment or other notice of legal process shall be
sufficiently served on the relevant Purchaser and/or the Purchasers’ Guarantor
if delivered to such agent at its address for the time being.  Save as set out below, the Purchasers and the
Purchasers’ Guarantor irrevocably undertake not to revoke the authority of the
above agent and if, acting reasonably, the Sellers’ Representative requests the
Purchasers’ Representative to do so, the Purchasers’ Representative shall
promptly appoint another such agent with an address in England and advise the
Sellers’ Representative of the details of such agent.  If, following such a request, the Purchasers’
Representative fails to appoint another agent, the Sellers’ Representative
shall be entitled to appoint one on behalf of the Purchasers and the Purchasers’
Guarantor at their expense. The Purchasers and the Purchasers’ Guarantor may
revoke the authority of an agent for the service of process and appoint an
alternative agent for service of process for the purposes of this
clause 36.1 provided that such alternative agent maintains an address in
England and prior notice in writing is given to the Sellers’ Representative,
and the provisions of this clause 36.1 shall apply to any such alternative
agent as so appointed.


36.2         The Sellers and the Sellers’ Guarantor
shall at all times maintain an agent for service of process and any other
documents in proceedings in England or any other proceedings in connection with
this Agreement.  Such agent shall be
SIRVA Holdings, currently of Heritage House, 345 Southbury Road, Enfield,
Middlesex, EN1 1UP, England, and any claim form, judgment or other notice of
legal process shall be sufficiently served on the relevant Sellers and/or the
Sellers’ Guarantor if delivered to such agent at its address for the time
being.  Save as set out below, the
Sellers and the Sellers’ Guarantor irrevocably undertake not to revoke the
authority of the above agent and if, acting reasonably, the Purchasers’
Representative requests the Sellers’ Representative to do so, the Sellers’
Representative shall promptly appoint another such agent with an address in
England and advise the Purchasers’ Representative of the details of such
agent.  If, following such a request, the
Sellers’ Representative fails to appoint another agent, the Purchasers’
Representative shall be entitled to appoint one on behalf of the Sellers and
the Sellers’ Guarantor at their expense. The Sellers and the Sellers’ Guarantor
may revoke the authority of an agent for the service of process and appoint an
alternative agent for service of process for the purposes of this clause 36.2
provided that such alternative agent maintains an address in England and prior
notice in writing is given to the Sellers’ Representative, and the provisions
of this clause 36.2 shall apply to any such alternative agent as so
appointed.



 25
 









 


37.    AMENDMENT
AND RESTATEMENT


This amended and restated agreement (this Agreement) amends and
restates the sale and purchase agreement entered into on 13 March 2007 between
the Share Sellers, the Share Purchaser, the Sellers’ Guarantor, the Purchaser
and the Purchasers’ Guarantor (together, the Original Parties) in relation to the
sale and purchase of the Shares excluding the shares in SIRVA France (the Original Agreement)
or, if applicable, any amended and restated sale and purchase agreement between
the Original Parties in relation to the sale and purchase of the Shares (the French Amended and Restated
Agreement). The rights and obligations of the Sellers, the
Purchasers, the Sellers’ Guarantor and the Purchasers’ Guarantor under this
Agreement shall be as if the Original Agreement was in this form when
originally entered into (save that, in relation to the Target Company
incorporated in France and the Business, for the avoidance of doubt, to the
extent such obligations have not been satisfied as at the date of this Agreement,
the parties shall each comply with those of their respective obligations that
are required to be performed at Closing under this Agreement promptly after
this Agreement has been entered into, including payment of the Initial Share
Price and the Initial Business Price, and will not be treated as having been in
breach of this Agreement for not having performed them prior to such
time).  For the avoidance of doubt, but
without limitation:


(a)                                  the Warranties as set out in this
Agreement shall be treated as having been given in the terms set out in this
Agreement in relation to all of the Target Companies, the Shares and the
Business as at the date of the Original Agreement and not the date of this
Agreement;


(b)                                 references to Closing or Closing Date in this
Agreement (other than references relating to obligations to be performed at
Closing) shall be deemed to be references to Closing or the Closing Date (as
the case may be) under the Original Agreement; and


(c)                                  save where expressly stated otherwise in
this Agreement (or as otherwise agreed by the Sellers and the Purchasers),
documents referred to in this Agreement as being in the Agreed Form shall be
references to documents in the Agreed Form in accordance with the Original
Agreement.



 26
 









 


SCHEDULE 1



SELLERS, PURCHASERS AND PRICE


Part A : Shares/Target
Companies


	
  1 

  Share Seller

  	
   

  	
  2 

  Shares/Target Companies (other than the Subsidiaries)

  	
   

  	
  3 

  Share Purchaser

  	
   

  	
  4 

  Debt Free/Cash Free Price (US$)

  
	
  1) North
  American International Holding Corporation (Delaware)

  	
   

  	
  624 shares in Allied Arthur Pierre SA

  	
   

  	
  Transeuro Amertrans International Holdings B.V.

  	
   

  	
  807,150

  
	
   

  	
   

  	
  60
  shares in Allied Pickfords B.V.

  	
   

  	
  Transeuro Amertrans International Holdings B.V.

  	
   

  	
  446,250

  
	
   

  	
   

  	
  A quota of HUF 24,900,000 representing 99.6% of the registered
  capital of in Allied Pickfords KeS Kft (voting rights: 2,490 votes)

  	
   

  	
  Transeuro Amertrans International Holdings B.V.

  	
   

  	
  236,500

  
	
   

  	
   

  	
  1099
  shares in Allied Pickfords Polska Sp. zoo

  	
   

  	
  Transeuro Amertrans International Holdings B.V.

  	
   

  	
  1

  
	
   

  	
   

  	
  CZK 7,500,000 (monetary contribution- no shares) in
  Allied Pickfords s.r.o

  	
   

  	
  Transeuro Amertrans International Holdings B.V.

  	
   

  	
  354,600

  
	
   

  	
   

  	
  106 shares in SIRVA France S.A.S

  	
   

  	
  Transeuro Amertrans International Holdings B.V.

  	
   

  	
  221

  
	
   

  	
   

  	
  20
  shares in Allied Varekamp B.V.

  	
   

  	
  Transeuro Amertrans International Holdings B.V.

  	
   

  	
  969,400

  
	
   

  	
   

  	
  3 shares in SIRVA Deutschland GmbH

  	
   

  	
  Transeuro Amertrans International Holdings B.V.

  	
   

  	
  937,399

  
	
  2) SIRVA
  Holdings Limited (E&W)

  	
   

  	
  1,000
  shares in Scanvan Holding AB

  	
   

  	
  Transeuro Amertrans International Holdings B.V.

  	
   

  	
  4,885,100

  
	
  3) Pierre
  Finance Nederland Renting B.V.

  	
   

  	
  20,000 shares SIRVA S.A. (1 share held in the
  name of Eric Machiels and 1 share held in the name of Willy Herrijgers)

  	
   

  	
  Transeuro Amertrans International Holdings B.V.

  	
   

  	
  565,098

  



 



 27
 









 


	
  1 

  Share Seller

  	
   

  	
  2 

  Shares/Target Companies (other than the Subsidiaries)

  	
   

  	
  3 

  Share Purchaser

  	
   

  	
  4 

  Debt Free/Cash Free Price (US$)

  
	
   

  	
   

  	
  1 share in Allied Arthur Pierre SA

  	
   

  	
  Transeuro Amertrans International Holdings B.V.

  	
   

  	
  1

  
	
   

  	
   

  	
  A quota of HUF 100,000 representing 0.4% of the registered capital
  of in Allied Pickfords KeS Kft (voting rights: 10 votes)

  	
   

  	
  Transeuro Amertrans International Holdings B.V.

  	
   

  	
  1

  
	
   

  	
   

  	
  33,861shares in SIRVA France S.A.S.(1)

  	
   

  	
  Transeuro Amertrans International Holdings B.V.

  	
   

  	
  14,983

  



Part B : Shares/Target
Companies


	
  1

  Business Seller

  	
   

  	
  2

  Business

  	
   

  	
  3

  Business Purchaser

  	
   

  	
  4

  Debt Free/Cash Free Price

  
	
  Allied Arthur Pierre NV

  	
   

  	
  The Business

  	
   

  	
  Smit Matrix BV

  	
   

  	
  783,342

  



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


(1)           As
increased by the issue of 26,667 new Shares on 27 March 2007.



 28
 









 


SCHEDULE 2


THE BUSINESS


Part A : Categories of
Business Assets


The Business referred to in Part B of Schedule 1
includes the following Business Assets (but in each case excludes the Excluded
Assets and the Excluded Liabilities):


(a)                                  Business Properties;


(b)                                 Business Loose Plant and Equipment;


(c)                                  Stock;


(d)                                 Trade Debtors;


(e)                                  benefit of all Business Contracts;


(f)                                    Business Claims;


(g)                                 Business Information;


(h)                                 Business IP owned or used by the Business Seller that
relates exclusively to the Business;


(i)                                     IT Systems used by the Business Seller that relate
exclusively to the Business; and


(j)                                     Business Goodwill.


Part B : Excluded
Assets


(a)                                  The Excluded Contracts (including any amounts due
under the Excluded Contracts and any assets or rights provided or licensed
under the Excluded Contracts).


(b)                                 Non-Exclusive Information;


(c)                                  Any cash (whether in hand or credited to any account
with any banking, financial, acceptance credit, lending or other similar
institution or organisation) or cash equivalents owned by any member of the
Sellers’ Group, together with any account relating to the deposit or holding of
such cash or cash equivalent;


(d)                                 The benefit of any insurance policies held by the
Sellers’ Group which relate to the Business; and


(e)                                  Any right to repayment of tax and the benefit of any
other claim in respect of tax.



 29
 









 


Part C : Excluded
Contracts


(a)                                  The credit facility dated 12 February 2004 between
Allied Arthur Pierre NV and Fortis Bank NV; and


(b)                                 Any contract or agreement relating to the deposit or
holding of cash or cash equivalents referred to in paragraph (c) of
Part B of this Schedule 2.


Part D : Excluded
Liabilities


(a)                                  Any liability of the Business Seller with respect to
the conduct of the Business which is the subject matter of the Relevant
Investigations and in respect of which the Sellers have indemnified the
Purchasers pursuant to clauses 5.3 and/or 5.4;


(b)                                 Any tax for which the Business Seller is liable in
respect of the Business or any Business Asset;


(c)                                  Excluded Business Debt; and


(d)                                 Any liability under the Excluded Contracts.


For the avoidance of doubt, references in Parts B to D
of this Schedule 2 to the Sellers’ Group or any member of the Sellers’ Group
shall not be taken to refer to any Target Company.


 



 30















SCHEDULE 3



SELLER WARRANTIES


Part A
: General/Commercial


1.      THE SELLERS’ GROUP AND
THE SHARES


1.1   Authorisations, valid obligations, filings and
consents.


(a)                                  Each Seller has obtained all corporate authorisations
and all other governmental, statutory, regulatory or other consents, licences
or authorisations required to empower it to enter into and perform its
obligations under this Agreement where failure to obtain them would adversely
affect to a material extent its ability to enter into or perform its obligations
under this Agreement.


(b)                                 Entry into and performance by each member of the
Sellers’ Group of this Agreement and/or any Transaction Document to which it is
a party will not (i) breach any provision of its memorandum and articles of
association, by-laws or equivalent constitutional documents; or (ii) result in
a breach of any laws or regulations in its jurisdiction of incorporation or of
any order, decree or judgment of any court or any governmental or regulatory
authority, where (in either case) the breach would adversely affect to a
material extent its ability to enter into or perform its obligations under this
Agreement.


1.2   The Sellers’ Group, the Shares and the Target
Companies.


(a)                                  Each of the Sellers and the Target Companies is
validly incorporated, in existence and duly registered under the laws of its
jurisdiction of incorporation.  Each
Target Company has full power under its memorandum or articles of association,
by-laws or equivalent constitutional documents to conduct its business as conducted
at the date of this Agreement.


(b)                                 None of the Sellers nor any of their respective parent
companies is insolvent or bankrupt under the laws of its jurisdiction of
incorporation, unable to pay its debts as they fall due or has proposed or is
liable to any arrangement (whether by court process or otherwise) under which
its creditors (or any group of them) would receive less than the amounts due to
them.  There are no proceedings in
relation to any compromise or arrangement with creditors or any winding up,
bankruptcy or insolvency proceedings concerning the Sellers or any of their
respective parent companies and no events have occurred which would justify
such proceedings.  No steps have been
taken to enforce any security over any assets of the Sellers nor any of their
respective parent companies and no event has occurred to give the right to
enforce such security.


(c)                                  Each Share Seller is or will at Closing be entitled to
transfer (or procure the transfer of) the Shares set opposite that Share Seller’s
name in column 2 of Part A of Schedule 1 on the terms of this
Agreement.


(d)                                 All the Shares are fully paid or properly credited as
fully paid and each Share Seller is or will at Closing be the sole legal and
beneficial owner of the number of shares in 



 31
 









the
capital of the relevant Target Company set opposite that Share Seller’s name in
column 2 of Part A of Schedule 1 free from all Third Party
Rights.


(e)                                  No member of the Sellers’ Group has entered into any
agreement whereby any person (other than a Target Company) has the right
(exercisable now or in the future and whether contingent or not) to call for
the issue of any share or loan capital in any Target Company.


(f)                                    The information on the Target Companies set out in
Exhibit 2 is accurate in all material respects. All the issued shares in each
Subsidiary are held by Target Companies, except as otherwise specified in
Exhibit 2.


1.3   Other interests.  No Target
Company owns or has any interest of any nature in any shares, debentures or
other securities issued by any undertaking (other than another Target Company
listed in Exhibit 2).


2.      FINANCIAL MATTERS


2.1   The Last Accounts.  The Last
Accounts fairly present the state of affairs of the Target Company or Target
Companies or the Business Seller to which they relate and its or their assets
and liabilities as at the Last Accounts Date and of the results thereof for the
financial year ended on the Last Accounts Date, in each case comply with
generally accepted accounting principles in the relevant jurisdiction as at the
Last Accounts Date and were in each case prepared in all material respects
consistently with the Accounts for the relevant entity for the year ended
31 December 2004.


2.2   Local Statutory Accounts Reconciliation Statements. 
The Local Statutory Accounts Reconciliation Statements fairly present
the adjustments that it would have been necessary to make to each set of
Last Accounts, as respectively prepared in accordance with generally accepted
accounting principles in the relevant jurisdiction as in force at their
date of preparation, in order for those accounts to be prepared in
accordance with US GAAP as in force as at that date.


2.3   The Management Accounts.  The
Management Accounts have been prepared on a basis that is consistent with, and
in accordance with, the standards, principles, and practices used in the
preparation of the management accounts for the relevant Target Company or
Target Companies or the Business Seller in respect of the period of 12 months
prior to the Last Accounts Date.  Such
Management Accounts do not materially misrepresent the position of the Target
Company or Target Companies or the Business Seller to which they relate, having
regard to the purposes for which they were prepared.


2.4   Position since Last Accounts Date. 
Since the Last Accounts Date:


(a)                                  each Target Company and the Business Seller has
carried on business in the ordinary course;


(b)                                 no Target Company nor the Business Seller has
declared, authorised, paid or made any dividend or other distribution, nor has
it reduced paid-up share capital (except for any dividends provided for in the
Accounts);


(c)                                  no Target Company has issued or agreed to issue any
share or loan capital;



 32
 









(d)                                 no Target Company or Business Seller has repaid any
borrowing or indebtedness in advance of its stated maturity.


2.5   Statutory books.  The statutory
books of each Target Company and of the Business Seller required to be kept by
applicable laws in its jurisdiction of incorporation have been maintained in
all material respects in accordance with such laws.


3.      FINANCIAL DEBT


No Target Company owes any material  Financial Debt to any person outside the
Sellers’ Group other than Financial Debt owing pursuant to agreements or
instruments details of which are set out in the Data Room.


4.      REGULATORY MATTERS


4.1   Licences.  None of the
Target Companies or the Business Seller has received any written notice from a
Governmental Entity in the 12 months prior to the date of this Agreement
alleging that any Target Company or the Business Seller has not obtained a material
licence, permission, authorisation (public or private) or consent required for
carrying on the business of any Target Company effectively in the places and in
the manner in which it is carried on at the date of this Agreement in
accordance with all applicable laws and regulations.  In cases where any of the Target Companies
acts in any of the jurisdictions through a representative office, such
representative office was duly established (and, inter alia, acquired all
material accreditations and permits as may be required to operate the business
of that representative office under the local laws) and is validly existing and
operating under the applicable laws of that jurisdiction.  A licence, accredition, permission,
authorisation or consent is material
for this purpose if failure to obtain it would have a cost (including, for
these purposes, a loss of profit) to any Target Company of US$ 75,000 or more.


4.2   Compliance.  So far as the
Sellers are aware, in the 12 months prior to the date of this Agreement:


(a)                                  each Target Company and the Business Seller has
conducted its business and corporate affairs in all material respects in
accordance with its memorandum and articles of association, by-laws or other
equivalent constitutional documents; and


(b)                                 there has been no default by any Target Company or the
Business Seller under any order, decree or judgment of any court or any
governmental or regulatory authority in the jurisdiction in which it is
incorporated or in which it operates through a representative office which
applies to the business of any Target Company or its representative office (or
any part of it) where such default has had or is likely to have a cost
(including, for these purposes, a loss of profit) to the business of any Target
Company of US$ 75,000 or more.


4.3   Competition. Save for the matters referred to in the Relevant
Investigations, and so far as the Sellers are aware, no Target Company nor the
Business Seller is a party to any agreement, arrangement or course of conduct
which infringes the Competition Law of any jurisdiction where the Target
Companies or the Business Seller have assets or carry on business or sell
services.  No Target Company nor the
Business Seller is bound by or party to any order, judgment, decision,
direction, undertaking or assurance made by or given to any 



 33
 









Governmental Entity under
applicable Competition Law.  In each case
so far as the Sellers are aware, since 1 January 2002 there has not been:


(a)                                  any investigation by any Governmental Entity
concerning alleged anti-competitive practices which involves a Target Company
other than the Relevant Investigations, nor are there any circumstances which
are likely to give rise to any such investigation; or


(b)                                 any litigation which remains outstanding or litigation
which has been threatened in writing against any Target Company concerning
alleged breaches of Competition Law by any Target Company,


in each case in any jurisdiction where the Target
Companies have assets or carry on business or sell goods and services.


5.      THE BUSINESS ASSETS


For the purposes of this paragraph 5, a material asset shall
mean an asset with an original cost of US$ 75,000 or more but does not
include any of the Properties.


5.1   Ownership.  The Business
Seller and/or the Target Companies own or are entitled to use all the assets
necessary to carry on, with respect to the Business Seller, the Business, and
with respect to the Target Companies, their respective businesses, in all
material respects as currently carried on. 
No Target Company has (outside the ordinary and normal course of
business) disposed of, or agreed to dispose of, any material asset of its
business included in the Last Accounts.


5.2   Possession.  The material
assets of the Target Companies and the Business are in the possession or under
the control of the Target Companies or the Business Seller.


5.3   Insurances.  The Data Room
contains a summary of the insurances maintained by or covering each Target
Company and the Business.  No member of
the Sellers’ Group (in relation to any Target Company) or Target Company has
made any claim in excess of US$ 75,000 under any such policy of insurance
which is still outstanding.


6.      CONTRACTUAL MATTERS


6.1   Material contracts.  No Target
Company or Business Seller is a party to any agreement:


(a)                                  under the terms of which, as a direct result of the
entry into and performance of the Transaction Documents (i) any other party
will be entitled to be relieved of any material obligation or become entitled
to exercise any material right (including any termination or pre-emption
right or other option) or (ii) any Target Company will be in material default,
where such relief, exercise or default is likely to have a cost (including, for
this purpose, a loss of profit) to any Target Company of US$ 75,000 or
more;


(b)                                 which is material and is not in the ordinary course of
business;


(c)                                  which is material and is with any member of the
Sellers’ Group and is not on an arm’s length basis; or



 34
 









(d)                                 which is a joint venture, consortium, partnership or
profit (or loss) sharing agreement.


6.2   Defaults.  None of the
Target Companies nor the Business Seller has received written notice in the 12
months prior to the date of this Agreement that it is in material default under
any contract to which it is a party; for this purpose, material
means a default which is likely to have a cost (including, for this purpose, a
loss of profit) to any Target Company or the Business of US$ 75,000 or
more.


7.      LITIGATION AND INVESTIGATIONS


7.1   Litigation.  No Target
Company or Business Seller is involved as a party in any material litigation,
arbitration or administrative proceedings and, so far as the Sellers are aware,
no such proceedings have been threatened in writing by or against a Target
Company or the Business Seller.  For this
purpose:


(a)                                  material means proceedings which (if successful)
are likely to result in a cost, benefit or value to the Target Companies or the
Business of US$ 50,000 or more; and


(b)                                 any proceedings for collection by a Target Company or
the Business Seller of debts arising in the ordinary course of business and any
proceedings in respect of claims fairly and specifically identified in the
Disclosure Letter and/or Data Room as insured claims are excluded.


7.2   Investigations.  Other than as
described in clauses 5.3 to 5.8 inclusive of this Agreement, and so far as the
Sellers are aware, none of the Target Companies nor the Business Seller has
received written notice in the 24 months prior to the date of this
Agreement of any current or pending investigation by a Governmental Entity
concerning any Target Company or the Business Seller.


8.      INSOLVENCY ETC.


8.1   Winding up.  No member of
the Sellers’ Group or Target Company has received any written notice that an
order has been made, petition presented or meeting convened for the winding up
of, or bankruptcy or insolvency proceedings relating to, the Sellers, any
Target Company or the Business Seller, or for the closing of a representative
office of any of the Target Companies in any jurisdiction where the Target
Companies operate through a representative office, or for the appointment of
any provisional liquidator (or written notice of any equivalent order, petition
or meeting or appointment in the relevant jurisdiction).


8.2   Administration and receivership. 
No member of the Sellers’ Group or any Target Company has received any
written notice concerning the appointment of a receiver (including any
administrative receiver or the equivalent to a receiver or administrative
receiver in the relevant jurisdiction) in respect of the whole or any material
part of the property, assets and/or undertaking of any Target Companies.


8.3   Voluntary arrangement etc. 
None of the Target Companies nor the Business Seller has made any
voluntary arrangement with any of its creditors (or the equivalent to a
voluntary arrangement with any of its creditors in the relevant jurisdiction)
in the 2 years prior to the date of this Agreement.



 35
 









Part B
: IP/IT


1.     Business IP.


1.1   Exhibit 3 is true and accurate and, so far as the
Sellers are aware, complete, in all material respects.


1.2   The licences of Intellectual Property Rights granted
to, and by, any Target Company or the Business Seller, and which are material
to the business of any Target Company or the Business Seller (hereinafter IPR Licences and each
being an IPR Licence),
are disclosed in the Data Room.  Where an
IPR Licence was granted by or to a Target Company or the Business Seller, the
relevant Target Company or Business Seller was, at the time of execution of
said IPR Licence, duly authorised to do so.


1.3   The Owned IP is not subject to any security interest,
option, mortgage, charge or lien, or, so far as the Sellers are aware, any
other encumbrance.


1.4   So far as the Sellers are aware none of the Owned IP
is the subject of any current claim, opposition, proceedings or attack in
relation to its validity or revocability or enforceability or as to the
Business Seller’s rights of ownership or any Target Company’s rights of
ownership thereto or rights to use such. 
No Seller nor any Target Company has in the 12 months prior to the date
of this Agreement received written notice of any facts or matters which could
reasonably be expected to give rise to any material claim, opposition,
proceedings or attack.


2.     No infringement.  No Seller nor
any Target Company has, in the 12 months prior to the date of this Agreement,
received a written notice alleging that the operations of any Target Company or
the Business infringe the Intellectual Property Rights of, or constitute a
material breach of any of the terms of any IPR Licence with, a third party or
sent a written notice alleging that a third party is infringing the Business IP
or is in material breach of any IPR Licence. 
No Seller nor any Target Company has, in the 12 months prior to the date
of this Agreement, received written notice of any facts or matters which are
likely to give rise to any such allegation of infringement or of material
breach.


3.     Information technology.  The IT
Systems are owned by, or licensed or leased to a Target Company or a Business
Seller.  Copies or details of all
material licences and leases relating to the IT Systems have been disclosed in
the Data Room.  No member of the Sellers’
Group nor any Target Company has, in the 12 months prior to the date of this
Agreement, received written notice from a third party alleging that a Target
Company is in default under any agreements, licences or leases relating to the
material IT Systems nor has any formal notice been served in the 12 months
prior to the date of this Agreement (for breach or otherwise) by or on any
provider of material IT Systems to invoke dispute resolution procedures set out
in the relevant agreement, lease or licence (as the case may be) or to
terminate the same.  The IT Systems have
not, in the 12 months prior to the date of this Agreement, failed to any
material extent and the data that they process has not been lost or corrupted
to any material extent.


4.     Data protection.


(a)                                  Each Target Company and Business Seller has complied
in all material respects with applicable data protection laws.


(b)                                 None of the Target Companies nor the Business Seller
has, in the 12 months prior to the date of this Agreement, received a written
notice alleging that a Target Company or the Business Seller has not complied
with applicable data protection laws.



 36
 









Part C
: Real Estate


1.     General.  The
Properties comprise all the land and buildings owned, leased, controlled,
occupied or used by any Target Company or the Business Seller.  The information in respect of the Properties
set out in Exhibit 4 is accurate in all material respects.


2.     Possession and occupation. 
A Target Company or the Business Seller is in possession of and has
control of the Properties, all of which are in use.


3.     Title.  No Property
is the subject of a subsisting contract for sale, option, right of pre-emption
or right of first refusal.  A Target
Company or the Business Seller is the sole beneficial owner of, and otherwise
absolutely entitled to, each of the Properties and the proceeds of sale of them
and all deeds and documents necessary to prove title to the Properties are in
the possession or control of the relevant Target Company or the Business
Seller.


4.     Adverse Interests.  So far as the
Sellers are aware:


(a)                                  None of the Target Companies’ Properties is subject to
any matter which materially adversely affects the relevant Target Company’s
ability to continue to carry on its existing business from any such Target
Companies’ Property substantially in the manner as at present; and


(b)                                 None of the Target Companies nor the Business Seller
is in breach of any covenant, restriction, condition or obligation (whether
statutory or otherwise) which is material and affects the freehold or leasehold
title to the Properties.


5.     Outgoings.  The
Properties are not subject to the payment of any outgoings other than the usual
rates and taxes and, in the case of leaseholds, rent, insurance rent and
service charge.


6.     Disputes.  So far as the
Sellers are aware, there are no disputes, liabilities, claims or demands
relating to or in respect of the Properties or their use which are material and
current.


7.     Planning Matters.  So far as the
Sellers are aware, the current use of each of the Properties is an authorised
use under any legislation intended to control or regulate the construction,
demolition, alteration or use of land or buildings or to preserve or protect
the national heritage and any orders, bye-laws or regulations made or
granted under any of them.


8.     Property Liabilities. 
None of the Target Companies nor the Business Seller has any actual or
contingent obligation or liabilities in relation to any freehold or leasehold
property other than under its existing title to the Properties.


9.     Leasehold Properties. 
In relation to those Properties which are leasehold:


(a)                                  there are no subsisting notices alleging a material
breach of any covenants, conditions and agreements contained in the relevant
leases, on the part of the tenant,


(b)                                 no rent is currently under review;


(c)                                  none of the Target Companies nor the Business Seller
has paid any rent or other payment ahead of the due date for payment;


(d)                                 so far as the Sellers are aware, all consents
necessary to the grant of the relevant lease and any superior lease were
obtained;



 37
 









(e)                                  no surety has been released, expressly or by
implication; and


(f)                                    except as otherwise provided by applicable law,
statute or regulation in the relevant jurisdiction, no tenancy is being
continued after the contractual expiry date.


10.   Due Diligence and information. 
The copies of deeds and documents provided by the Sellers relating to
the Target Companies’ or the Business Seller’s interest in or use of any of the
Properties are accurate in all material respects.


Part D
: Environmental


1.     Compliance with Environmental Laws. 
So far as the Sellers are aware:


(a)                                  none of the Target Companies nor the Business Seller
is (nor has it been within the period of 2 years prior to Closing) in material
breach of any Environmental Laws relating to any activities or operations
carried on at any Property owned or occupied by any Target Company or Business
Seller in relation to the business of any Target Company;


(b)                                 there are no material claims or proceedings pending
against any Target Company or Business Seller with respect to any breach of
Environmental Laws relating to the business of any Target Company; and


(c)                                  none of the Target Companies nor the Business Seller
has received any written statutory complaints or statutory notices alleging or
specifying any material breach of or material liability under any Environmental
Laws relating to the business of any Target Company.


2.     Environmental Consents.  All
Environmental Consents required for any activities at any Property have been
obtained and are being complied with in all material respects.


Part E
: Employment


1.     Data Room items.  The Data Room
contains copies of the written terms and conditions of employment for all Key
Managers and copies of the standard terms and conditions of employment
applicable to all Employees of the Target Companies.  The Data Room contains dates of commencement
of employment of all employees of the Target Companies.  The Data Room contains copies of all
contractual redundancy policies in place.


2.     Trade Unions.  None of the
Target Companies nor the Business Seller recognises any trade union or other
body representing its Employees or any of them for the purpose of collective
bargaining or negotiating and there are no collective or workforce agreements,
including any works council of any description, in force or operation in any
Target Company other than those collective agreement(s) in relation to which
information is provided in the Data Room. 
In particular, no works council has been established in the Target
Companies incorporated in The Netherlands. 
No Target Company is involved or has been involved during the 12 months
prior to the date of this Agreement in any strike, lock-out, industrial or
trade dispute or any negotiation with any trade union or body of employees.


3.     Incentive schemes.  None of the
Target Companies nor the Business Seller has, nor has any of them agreed to
introduce, any share incentive scheme, share option scheme or profit 



 38
 









sharing, bonus,
commission or other such incentive scheme for any directors or Employees
engaged in its business.


4.     Notice on termination.  So far as the
Sellers are aware, there exists no written or unwritten contract of employment
with any Employee that cannot be terminated by the relevant Target Company or
the Business Seller on twelve months notice or less without giving rise to a
claim for damages or compensation (other than a statutory redundancy payment or
statutory compensation for unfair dismissal or, in either case, the equivalent
in any relevant jurisdiction).


5.     Records.  Each of the
Target Companies and the Business Seller has maintained records regarding the
service of each Employee (including details of the terms of employment,
payments of statutory sick pay and maternity pay, disciplinary and grievance
matters, health and safety matters, income tax and social security
contributions, wage and time records) which are current in all material
respects in accordance with local practice.


6.     Absence.  No employees
has been absent from work for more than 12 weeks (whether on maternity
leave, unpaid leave, long-term sickness, secondment, authorised annual leave or
otherwise) in the 12 month period ending on the date of this Agreement.


7.     Key Managers.  No Key
Manager has given or been given notice which has not yet expired terminating
his or her employment.  No Target Company
nor the Business Seller has agreed to employ or engage or made any offers to
employ or engage any person who would assume managerial responsibility.  No Target Company nor the Business Seller has
made, agreed or proposed, or is party to any contractual arrangement to make,
any change to terms and conditions of employment or engagement of any Key
Manager.


8.     Monies outstanding. There are no amounts owing to any Employees or
former employees of any Target Company or Business Employees, other than
remuneration accrued (but not yet due for payment) in respect of the calendar
month in which this Agreement is executed.


9.     Discipline and Performance. As far as the Seller is aware, no Key
Manager is subject to any material disciplinary action or performance
management or engaged in any grievance procedure.


10.   Compliance. The Target Companies and the Business Seller have,
in relation to all Employees and former employees of any Target Company and in
relation to all present Business Employees, used reasonable endeavours to
comply in all material respects with: (i) all statutes, regulations, orders and
codes of conduct relating to employment and relations with employees and trade
unions; and (ii) all agreements for the time being having effect as regards
such relations or the conditions of service of its employees (whether
collectively or individually).


Part F
: Retirement Benefits


1.     Retirement Benefits/Seller Employee Benefit Plans. 
All Seller Employee Benefit Plans are listed at Part C (reference Part F
warranties) of the Disclosure Letter and/or disclosed in the Data Room. Other
than those Seller Employee Benefit Plans (and any statutory or mandatory social
security plans operated under public law, statute or regulation in the relevant
jurisdiction), no Target Company or member of the Sellers’ Group provides or
contributes to or is liable to provide or contribute to the provision of
Retirement Benefits for or in respect of any Employee.


 



 39















2.     Disclosure of Documents.  In the Data
Room and/or the Disclosure Letter there are:


(a)                                  all documents containing material provisions currently
governing each Seller Employee Benefit Plan;


(b)                                 details of all material benefit announcements that
have not been incorporated into the documents referred to in paragraph 2(a)
relating to each Seller Employee Benefit Plan;


(c)                                  all insurance policy documents and contracts relating
to each Seller Employee Benefit Plan;


(d)                                 the latest annual accounts (if any) of each Seller
Employee Benefit Plan; and


(e)                                  lists showing the current salary, age and length of
service of all Employees of each Target Company who are members of a Seller
Employee Benefit Plan,


which, in each case, are
accurate in all material respects as at the date of this Agreement.


3.     Approval.  Any Seller
Employee Benefit Plan that is capable of Approval is Approved on the date of
this Agreement.


4.     Payments in respect of the Seller Employee Benefit Plans.  The rates at which contributions to each
Seller Employee Benefit Plan are paid are set out in the Data Room and/or the
Disclosure Letter.


5.     Due Payment.  All amounts
which have fallen due to be paid to or in respect of the Seller Employee
Benefit Plans by any Target Company or member of the Sellers’ Group on or
before the date of this Agreement (including all insurance premiums, taxes and
expenses) have been duly paid in full.


6.     Compliance.  Each Target
Company and each member of the Sellers’ Group and as far as the Sellers are
aware the trustees of each Seller Employee Benefit Plan currently comply in all
material respects with their respective obligations under the Seller Employee
Benefit Plans, and each Seller Employee Benefit Plan is currently administered
and operated in all material respects in accordance with all applicable laws,
regulations, and the provisions of the relevant Seller Employee Benefit Plan’s
governing documentation.


7.     Disputes and Investigations. 
Other than routine claims for benefits, there are no actions, suits,
claims, disputes, complaints or proceedings outstanding, pending or threatened
in writing against any Seller Employee Benefit Plan or as far as the Sellers
are aware against the trustees of any Seller Employee Benefit Plan in respect
of any act, event, omission or other matter arising out of or in connection
with any Seller Employee Benefit Plan which are in each case material.


8.     Funded Seller Employee Benefit Plans. 
The only liability (actual or contingent, present or future) of the
Sellers, any Target Company and any member of the Sellers’ Group to any person
under any funded Seller Employee Benefit Plan is to contribute to the relevant
Seller Employee Benefit Plan the amount set out in and calculated as described
in the Data Room and/or in Part C (reference Part F warranties)  of the Disclosure Letter (as referred to in
paragraph 5 above).


9.     Definitions.  Unless
otherwise defined in Schedule 13 to this Agreement, in this Part F
the following words and expressions shall have the following meanings:



 40
 









Approval
means approval or qualification by and/or due registration with the appropriate
taxation, social security, supervisory, fiscal or other applicable regulatory
authorities in the relevant state or jurisdiction, in order to obtain tax
approved, favoured or qualified status in the relevant jurisdiction, and Approved shall be
construed accordingly;


Retirement Benefit
means any pension, lump sum, gratuity or similar benefit provided or to be
provided on or after retirement, death, disability or leaving service (except
to the extent that such benefits are enhanced where termination of employment
is on account of redundancy on or at the request of the employer) in respect of
an Employee’s employment.  This does not
include benefits provided under an arrangement the sole purpose of which is to
provide benefits on the accidental injury or death of an Employee; and


Seller Employee
Benefit Plan  means,
in any jurisdiction, each scheme, fund, arrangement, plan or agreement (whether
funded or unfunded) under which the Sellers or any member of the Sellers’ Group
or any Target Company provides, is liable to provide or has agreed to provide
(or to which the Sellers or any member of the Sellers’ Group or any Target
Company contributes, is liable to contribute or has agreed to contribute to the
provision of) any Retirement Benefits for or in respect of any Employee, but
shall not include any statutory or mandatory social security plans operated
under public laws, statute or regulated in a relevant jurisdiction which
provide Retirement Benefits.



 41
 









SCHEDULE 4



SELLERS’ GUARANTOR WARRANTIES


1.             The
Sellers’ Guarantor is validly incorporated, in existence and duly registered
under the laws of its jurisdiction and has full power to conduct its business
as conducted at the date of this Agreement.


2.             The
Sellers’ Guarantor has obtained all corporate authorisations and all other
governmental, statutory, regulatory or other consents, licences and
authorisations required to empower it to enter into and perform its obligations
under this Agreement where failure to obtain them would adversely affect to a
material extent its ability to enter into and perform its obligations under
this Agreement.


3.             Entry
into and performance by the Sellers’ Guarantor of this Agreement will not
(i) breach any provision of its memorandum and articles of association,
by-laws or equivalent constitutional documents or (ii) result in a breach of
any laws or regulations in its jurisdiction of incorporation or of any order,
decree or judgment of any court or any governmental or regulatory authority,
where (in either case) the breach would adversely affect to a material extent
its ability to enter into or perform its obligations under this Agreement.


4.             Neither
the Sellers’ Guarantor nor any of its Affiliates is insolvent or bankrupt under
the laws of its jurisdiction of incorporation, unable to pay its debts as they
fall due or has proposed or is liable to any arrangement (whether by court
process or otherwise) under which its creditors (or any group of them) would
receive less than the amounts due to them. 
There are no proceedings in relation to any compromise or arrangement
with creditors or any winding up, bankruptcy or insolvency proceedings
concerning the Sellers’ Guarantor or any of its Affiliates and no events have
occurred which would justify such proceedings. 
No steps have been taken to enforce any security over any assets of the
Sellers’ Guarantor or any of its Affiliates and no event has occurred to give
the right to enforce such security.



 42
 









SCHEDULE 5



LIMITATIONS ON LIABILITY


1.     Time Limits.  The Sellers
shall not be liable for any Claim unless the Sellers receive from the
Purchasers written notice (within 30 days of the Purchasers becoming aware of
such Claim) containing specific details of the Claim including the Purchasers’
estimate (on a without prejudice basis) of the amount of the Claim:


(a)                                  prior to 30 June 2008, in the case of a Non-Tax
Claim (other than a Claim pursuant to clauses 5.3, 5.4 and 5.5);


(b)                                 prior to 31 March 2009, in the case of a Claim
pursuant to clauses 5.3, 5.4 or 5.5, provided that if a member of the Sellers’
Group appeals the relevant Target Company Sanction, Sellers’ Group Sanction or
Customer Liability, such period shall be extended to the date that is 2 weeks
following the date on which any such appeal is determined by the relevant
Governmental Entity or is otherwise withdrawn by the relevant member of the
Sellers’ Group; or


(c)                                  prior to the sixth anniversary of the end of the
accounting period in which Closing occurs or, if later, three months after the
end of any relevant statutory limitation period or any relevant assessment
becoming final and non appealable, in the case of a Tax Claim.


2.     Thresholds for Claims.  The Sellers
shall not be liable for any single Claim (other than Claims under clauses 5.3,
5.4 or 5.5 or the Tax Covenant):


(a)                                  unless
the amount of the liability pursuant to that single Claim exceeds
US$ 10,000 (in which case the Purchasers shall be able to claim only for
the excess over US$ 10,000); and


(b)                                 unless
the aggregate amount of the liability of the Sellers for all Claims (other than
Claims under clauses 5.3, 5.4 or 5.5) and not excluded by sub-paragraph
(a) exceeds US$ 400,000 (in which case the Purchasers shall be entitled to
claim for the entire amount and not only for the excess).


3.     Maximum limit for all Claims. 
The aggregate amount of the liability of the Sellers for all Claims
(other than Claims under clause 5.4) shall not exceed an amount equal to
US$ 5,000,000.


4.     Claim to be withdrawn unless litigation commenced. 
Any Non-Tax Claim shall (if it has not been previously satisfied,
settled or withdrawn) be deemed to have been withdrawn 6 months after the
notice is given pursuant to paragraph 1 of this Schedule or, in the case of a
contingent liability, 6 months after that liability becomes an actual
liability, unless legal proceedings in respect of it have been commenced by
being both issued and served.  No new
Non-Tax Claim may be made in respect of the facts, matters, events or circumstances
giving rise to any such withdrawn Non-Tax Claim.


5.     Claims only to be brought under relevant Warranties. 
The Purchasers acknowledge and agree that the only Warranties given in
relation to:


(a)                                  Intellectual Property Rights and information
technology or any related claims, liabilities or other matters (IPR Matters) are set out in
Part B of Schedule 2 and no other Warranty is given in relation to
IPR Matters;



 43
 









(b)                                 real estate and planning and zoning matters or any
related claims, liabilities or other matters (Real
Estate Matters) are those set out in of Part C of
Schedule 2 and no other Warranty is given in relation to Real Estate
Matters;


(c)                                  environment or any related claims, liabilities or
other matters (Environmental Matters) are
those set out in Part D of Schedule 2 and no other Warranty is given
in relation to Environmental Matters;


(d)                                 the employment of any past or present employee of any
Target Company or any member of the Sellers’ Group or any related claims,
liabilities or other matters (Employee Matters)
are set out in Part E of Schedule 2 and no other Warranty is given in
relation to Employee Matters;


(e)                                  retirement benefits, pensions or superannuation or any
related claims, liabilities or other matters (Retirement
Benefits Matters) are set out in Part F of Schedule 2
and no other Warranty is given in relation to Retirement Benefits Matters;


(f)                                    taxation or any related claims, liabilities or other
matters (Tax Matters)
are those set out in Part A of Schedule 10 and no other Warranty is given
in relation to Tax Matters.


6.     Matters disclosed.  The Sellers
shall not be liable for any Claim for breach of the Warranties if and to the
extent that the fact, matter, event or circumstance giving rise to such Claim
is Disclosed.


7.     Matters provided for or taken into account in
adjustments.  The Sellers shall not be liable for any Claim
if and to the extent that the fact, matter, event or circumstance giving rise
to the Claim is disclosed, allowed, provided or reserved for in the Last
Accounts or the Management Accounts or is provided for or otherwise taken into
account in the Closing Statement or any consequent adjustment to any Initial
Share Price or the Initial Business Price.


8.     Contingent liabilities.  If any Claim
for breach of Warranties is based upon a liability which is contingent only,
the Sellers shall not be liable to make any payment unless and until such
contingent liability gives rise to an obligation to make a payment (but the
Purchasers have the right under paragraph 1 of this Schedule 5 to
give notice of that Claim before such time).


9.     No liability for Claims arising from acts or omissions
of Purchasers.  The Sellers shall not be liable for any
Non-Tax Claim to the extent that it would not have arisen but for any voluntary
act, omission or transaction carried out:


(a)                                  after Closing by the Purchasers or any member of the
Purchasers’ Group (or its respective directors, employees or agents or
successors in title) outside the ordinary and usual course of business of a
Target Company or the Business; or


(b)                                 before Closing by any member of the Sellers’ Group or
any Target Company outside the ordinary and usual course of its business at the
direction or request of the Purchasers or any member of the Purchasers’ Group.


10.   Purchasers’ duty to mitigate. 
The Purchasers shall procure that all reasonable steps are taken to
avoid or mitigate any loss or damage which it may suffer in consequence of any
breach by the Sellers of the terms of this Agreement or any fact, matter, event
or circumstance likely to give rise to a Claim.



 44
 









11.   Insured Claims.  The Sellers
shall not be liable in respect of any Non-Tax Claim to the extent that the
amount of such Claim is recovered by the Purchasers under a policy of insurance
or would have been recovered by the Purchasers if the policies of insurance
effected by or for the benefit of the Target Companies or the Business, as
applicable, had been maintained after Closing.


12.   Recovery from third parties. 
Where the Purchasers or any member of the Purchasers’ Group is entitled
to recover (whether by insurance, payment, discount, credit, relief or
otherwise) from a third party a sum which indemnifies or compensates the
Purchasers or any member of the Purchasers’ Group (in whole or in part) in
respect of the liability or loss which is the subject of a Non Tax Claim, the
Purchasers or relevant member of the Purchasers’ Group shall (i) promptly
notify the relevant Seller or Sellers (as the case may be) of the fact and
provide such information as the Seller or Sellers (as the case may be) may
reasonably require (ii) take all reasonable steps or proceedings as the Seller
or Sellers may require to enforce such right and (iii) if a Seller has made a
payment to the Purchasers in relation to the relevant Claim, pay to the
relevant Seller as soon as reasonably practicable after receipt an amount equal
to the amount recovered from the third party (net of taxation and less any
reasonable costs of recovery).


13.   No liability for legislation or changes in rates of
tax.  The Sellers shall not be liable for any Non
Tax Claim (other than pursuant to paragraph 15 of Part B of Schedule 10 (Tax
Gross Up)) if and to the extent it is attributable to or the amount of such
Claim is increased as a result of any (i) legislation not in force at the date
of this Agreement (ii) change of law (or any change in interpretation on the
basis of case law), regulation, directive, requirement or administrative
practice or (iii) change in the rates of taxation in force at the date of this
Agreement.


14.   No double recovery.  The
Purchasers shall not be entitled to recover damages or obtain payment,
reimbursement, restitution or indemnity more than once in respect of any one
liability, loss, costs, shortfall, damage, deficiency, breach or other set of
circumstances which gives rise to more than one Claim.


15.   Purchasers’ knowledge.  The Sellers
shall not be liable for any Claim for breach of the Warranties if and to the
extent that the Purchasers, or any of their Affiliates which have been involved
in the Proposed Transactions, is aware at the date of this Agreement (i) of the
fact, matter, event or circumstance which is the subject matter of the Claim;
and (ii) that the fact, matter, event or circumstance is capable of giving rise
to a Claim.


16.   Waiver of right of set-off. 
The Purchasers waive and relinquish any right of set-off or
counterclaim, deduction or retention which the Purchasers might otherwise have
in respect of any Claim against or out of any payments which the Purchasers may
be obliged to make (or procure to be made) to the Sellers pursuant to this
Agreement or otherwise.


17.   Sellers to have opportunity to remedy breaches. 
If a breach of the Warranties is capable of remedy, the Purchasers shall
only be entitled to compensation if, having given the Sellers written notice of
the breach, the breach is not remedied within 30 days after the date on which
such notice is served on the Sellers. 
Without prejudice to its duty to mitigate any loss, the Purchaser shall
(or shall procure that any relevant member of the Purchasers’ Group shall)
provide all reasonable assistance to the Sellers to remedy any such breach.


18.   Consequential losses.  The Sellers
shall not be liable in relation to any Claim for breach of Warranty for any
indirect or consequential loss or damage of any kind.



 45
 









SCHEDULE 6



PURCHASERS AND PURCHASER GUARANTOR WARRANTIES


1.     Each of the Purchasers and the Purchasers’ Guarantor
is validly incorporated, in existence and duly registered under the laws of its
jurisdiction and has full power to conduct its business as conducted at the
date of this Agreement.


2.     Each of the Purchasers and the Purchasers’ Guarantor
has obtained all corporate authorisations and all other governmental,
statutory, regulatory or other consents, licences and authorisations required
to empower it to enter into and perform its obligations under this Agreement
where failure to obtain them would adversely affect to a material extent its
ability to enter into and perform its obligations under this Agreement.


3.     Entry into and performance by each member of the
Purchasers’ Group of this Agreement and/or any Transaction Document to which it
is a party will not (i) breach any provision of its memorandum and articles of
association, by-laws or equivalent constitutional documents or (ii) result
in a breach of any laws or regulations in its jurisdiction of incorporation or
of any order, decree or judgment of any court or any governmental or regulatory
authority, where (in either case) the breach would adversely affect to a
material extent its ability to enter into or perform its obligations under this
Agreement and/or any Transaction Document to which it is a party.


4.     None of the Purchasers, the Purchasers’ Guarantor or
any their respective Affiliates is insolvent or bankrupt under the laws of its
jurisdiction of incorporation, unable to pay its debts as they fall due or has
proposed or is liable to any arrangement (whether by court process or
otherwise) under which its creditors (or any group of them) would receive less
than the amounts due to them.  There are
no proceedings in relation to any compromise or arrangement with creditors or
any winding up, bankruptcy or insolvency proceedings concerning the Purchasers,
the Purchasers’ Guarantor or any of their Affiliates and no events have
occurred which would justify such proceedings. 
No steps have been taken to enforce any security over any assets of the
Purchasers, the Purchasers’ Guarantor or any of their Affiliates and no event
has occurred to give the right to enforce such security.


5.     The Purchasers have available cash or available loan
facilities which will at Closing provide in immediately available funds the
necessary cash resources to pay the Initial Cash Price and meet their other
obligations under this Agreement and, in the case of loan facilities, they
involve no material pre-conditions and the Purchasers will be able to
satisfy all conditions of drawdown to such loan facilities at or prior to
Closing.



 46
 









SCHEDULE 7



CONDUCT OF THE TARGET COMPANIES AND THE BUSINESS PRE-CLOSING


1.     From the date of this Agreement until Closing, each
Seller shall (unless otherwise required or permitted by the terms of any
Transaction Document or as may be approved by the Purchasers, such approval not
to be unreasonably withheld or delayed) ensure that, in relation only to itself
and the applicable Target Companies:


(a)                                  the Business and the business of the Target Companies
is carried out in the ordinary course;


(b)                                 no Target Company nor, in respect of the Business, the
Business Seller:


(i)                           enters into any contract or commitment
that is not in the ordinary course;


(ii)                        declares or pays any dividend or other
distribution (whether in cash, stock or in kind) or reduces its paid-up share
capital;


(iii)                     issues or agrees to issue or allots any share capital
(except, in the case of  Target Company,
to another Target Company);


(iv)                    grants any lease or third party right in respect of
any of the Properties or transfers or otherwise disposes of any of the
Properties;


(v)                       makes any loan other than as between
Target Companies or in the ordinary course;


(vi)                    enters into any leasing, hire purchase or other
agreement or arrangements for payment on deferred terms where the asset cost
exceeds US$ 50,000;


(vii)                 grants, issues or redeems any mortgage, charge,
debenture or other security or give any guarantee or indemnity other than in
the ordinary course;


(viii)              makes, or announces to any person any proposal to
make, any change or addition to any retirement/disability benefit of or in
respect of any of its directors or Employees or former directors or former
employees (or any dependant of any such person) or to any share scheme (other
than any change required by law and proposed change which is mentioned in the
Disclosure Letter) or grants or creates any additional
retirement/death/disability benefit or, without limiting the foregoing, takes
any action or allows any action to be taken in relation to any share scheme
other than in the ordinary course of administering any share scheme or omit to
take any action necessary or prudent for the ordinary proper operation of any
share scheme;


(ix)                      enters into or terminates any contract
which has a value or is likely to involve expenditure in excess of
US$ 50,000 per annum or which cannot be performed within its terms within
3 years after the date on which it is entered into;


(x)                         institutes or settles any litigation
where that action is likely to result in a payment to or by a Target Company of
US$ 75,000 or more (except for collection in the ordinary course of
trading debts none of which exceeds US$ 75,000);



 47
 









(xi)                      creates any Third Party Right over the
Shares or the shares or assets of any Target Company or over any of the
Business Assets other than a Permitted Encumbrance;


(xii)                   surrenders, transfers, claims or agrees to surrender,
transfer or claim any amount of Group Relief (as that term is defined in
Schedule 10); or


(xiii)                borrows any money (except borrowings from its bankers
not exceeding US$ 75,000) or makes any payments out of drawings on its
bank accounts (except routine payments),


(c)                                  all transactions between any Target Company and any
member of the Sellers’ Group take place in a manner and on terms consistent
with previous practice in the 12 months prior to the date of this Agreement;


(d)                                 other than in the ordinary course of business, no
member of the Sellers’ Group or Target Company (i) employs or agrees to employ
any new persons fully or part time in a senior managerial capacity in the
business of any Target Company; (ii) makes changes (other than those required
by law) in terms of employment (including pension fund commitments) in each
case in circumstances which are likely to increase in aggregate the total staff
costs of the business of any Target Company by more than 5.0% per annum; or
(iii) terminates (other than for cause) the employment contract of any Employee
of the Business;


(e)                                  the Target Companies and the Business Seller use all
reasonable endeavours to preserve the goodwill of their respective businesses.


2.     The Purchasers shall not exercise any of their rights
pursuant to this Schedule 7 (including the right to refuse to approve any
particular transaction or action) in such a manner as could disrupt
unreasonably the efficient operations of any Target Company and the Business
Seller.


3.     Without prejudice to the provisions of Schedule 10,
nothing in this Schedule 7 nor any other provision of this Agreement shall
operate to prevent any Target Company or the Business Seller from taking such
action prior to Closing as is necessary to implement the Pre-sale
Restructuring.


 



 48















SCHEDULE 8



CLOSING ARRANGEMENTS


Part A
: Seller Obligations


At Closing, the Sellers shall deliver or ensure that
there is delivered to the relevant Purchaser (or made available to the
Purchasers’ reasonable satisfaction):


(a)                                  duly executed transfers into the name of the Share
Purchaser in respect of all the Shares, including:


(i)                                     in
respect of the Shares issued by SIRVA France, the duly executed “ordres de
mouvement de titres et formulaires cerfa” (transfers and tax forms);


(ii)                                  in
respect of the Shares issued by Allied Arthur Pierre SA, the duly updated
shareholders’ register;


(iii)                               in respect of the Shares
issued by Allied Pickfords B.V. and Allied Varekamp B.V., notarial deeds of
transfer duly executed by NAIHC and the Share Purchaser;


(iv)                              in
respect of the Shares issued by Scanvan Holding AB, the share certificates (if
any) and the updated shareholders’ register;


(v)                                 in
respect of the bearer Shares issued by SIRVA S.A., delivery of all share
certificates to the Share Purchaser;


(vi)                              in
respect of the Shares issued by Allied Pickfords s.r.o., the notarial transfer
agreement in customary form, duly executed by NAIHC and the Share Purchaser;


(vii)                           in respect of the Shares
issued by Allied Pickfords Polska Sp. Zoo., the notarial transfer agreement in
customary form duly executed by NAIHC and the Share Purchaser;


(viii)                        in respect of the Shares issued
by SIRVA Deutschland GmbH  (Germany), the
notarial transfer agreement in customary form duly executed by NAIHC and the
Share Purchaser; and


(ix)                                in
respect of the Shares issued by Allied Pickfords KeS Kft, the transfer
agreement in customary form duly executed by NAIHC and the Share Purchaser, and
evidence of the waiver by each quotaholder (NAIHC and Pierre Finance) of all
rights of first refusal/pre-emption, in accordance with the Articles of
Association of Allied Pickfords KeS Kft and Hungarian law;


(b)                                 (in respect of each Target Company) the resignation of
each director, company secretary and auditor of that Target Company as may be
notified by the Purchasers not later than 7 Business Days prior to Closing,
such resignations to comply with the laws of the jurisdiction in which the
relevant Target Company is incorporated and/or that Target Company’s
constitutional documents and, in respect of any resignation to be provided by
Kevin Pickford, Eric Machiels and/or Stephen Boyd only pursuant to this
paragraph (b), such resignation shall incorporate a statement confirming
that the 



 49
 









person resigning does not
have any claim against the relevant Target Company for loss of office as
director or company secretary (as applicable);


(c)                                  a copy (certified by a duly appointed officer as true
and correct) of a resolution of the board or, as applicable, supervisory board
of directors of the relevant Seller (or, if required by the law of its
jurisdiction or its articles of association, by-laws or equivalent
constitutional documents, of its shareholders) authorising the execution of and
the performance by the relevant company of its obligations under this Agreement
and each of the Transaction Documents to be executed by it; and


(d)                                 possession of the Business Properties and of the other
tangible Business Assets agreed to be sold under this Agreement.


Part B
: Purchaser Obligations


At Closing, the Purchasers shall:


(a)                                  deliver (or ensure that there is delivered to the
Sellers) a copy of a resolution (certified by a duly appointed officer as true
and correct) of the board or, as applicable, supervisory board of directors of
the Purchasers (or, if required by the law of its jurisdiction or its articles
of association, by-laws or equivalent constitutional documents, of its
shareholders) authorising the execution of and the performance by the relevant
company of its obligations under this Agreement and each of the Transaction
Documents to be executed by it;


(b)                                 pay to the Sellers the Initial Cash Price in
accordance with clause 2.4.


Part C
: Inter-Company Debt


At Closing, the Sellers and the Purchasers shall carry
out their respective obligations under Schedule 11 (Inter-Company Debt)
required to be performed at Closing.


Part D
: General


1.     The Sellers and the Purchasers shall negotiate in good
faith with a view to agreeing before the Closing Date the final form of any
Transaction Document which is not in Agreed Form at the date of this Agreement.  If not so agreed by the Closing Date, the
Transaction Document shall be in the form reasonably specified by the Sellers
provided it is consistent with the terms of this Agreement.


2.     At or before Closing, the Sellers and the Purchasers
shall execute and deliver to each other (or procure that their relevant
Affiliates shall execute and deliver) the following other documents in the
Agreed Form required by this Agreement to be executed on or before Closing,
namely:


(a)                                  the Transitional Services Agreement;


(b)                                 each of the Authorised Representative Agreements;


(c)                                  the Licence Agreement;



 50
 









(d)                                 the UK agency agreement to be entered into between
SIRVA UK Limited and Team Relocations Limited; and


(e)                                  the Preferred Representative Agreements.


3.     If any document listed in this Schedule 8 is
required to be notarised, the parties shall execute such document at a location
notified by the Sellers to the Purchasers at least the Business Day before
Closing where a notary with the required qualification will be present.


4.     All documents and items delivered at Closing pursuant
to this Schedule 8 shall be held by the recipient to the order of the
person delivering the same until such time as Closing shall be deemed to have
taken place.  Simultaneously with:


(a)                                  delivery of all documents and all items required to be
delivered at Closing (or waiver of its delivery by the person entitled to
receive the relevant document or item); and


(b)                                 receipt of an electronic funds transfer to the Sellers’
Bank Accounts in accordance with clause 2.4(a) of this Agreement in immediately
available funds of the Initial Cash Price,


the documents and items
delivered in accordance with this Schedule shall cease to be held to the order
of the person delivering them and Closing shall be deemed to have taken place.


5.     Except as otherwise provided in this Schedule 8,
title to all Business Assets which are capable of transfer by delivery shall
pass by delivery.



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SCHEDULE 9



BUSINESS CONTRACTS


The provisions of this Schedule 9 shall apply if
and to the extent that a Third Party Consent is required in relation to a
Business Contract or Business Claim as specified in clause 10.5.


1.     Each of the Purchasers and each relevant member of the
Purchasers’ Group shall use all reasonable efforts, with the co-operation of
the Sellers or relevant member of the Sellers’ Group, to obtain any Third Party
Consent by Closing.  The Purchasers shall
ensure that members of the Purchasers’ Group provide any information reasonably
requested for that purpose by the person, firm or company concerned.


2.     If any such Third Party Consent has not been obtained
by Closing, then until it is obtained:


(a)                                  the obligation of the Purchasers to use all reasonable
efforts to obtain that Third Party Consent shall continue;


(b)                                 the transfer of that Business Contract or Business
Claim (to the extent that a Third Party Consent is required) shall not take
effect and the Business Seller shall from Closing hold it on trust for the
Business Purchaser (except to the extent that any of the rights under it are
Excluded Assets) and account for and pay or deliver to the Business Purchaser
(as soon as reasonably practicable after receipt) any moneys, goods and other
benefits which it receives after Closing to the extent that they relate to such
Business Contract or Business Claim net of any taxation suffered thereon
(except in each case to the extent they comprise, or represent the proceeds
from, an Excluded Asset);


(c)                                  the Business Purchaser shall perform (as the sub
contractor or agent of the Business Seller) all the obligations of the Business
Seller under any Business Contract to be discharged after Closing and indemnify
the Sellers against any and all Costs suffered or incurred as a result of any
failure by the Business Purchaser to perform those obligations;


(d)                                 the Sellers shall from Closing give all reasonable
assistance to the Business Purchaser (at the Business Purchaser’s written
request and sole expense) to enable the Business Purchaser to enforce its
rights under the Business Contracts or Business Claims, provided that:


(i)                                     no
member of the Sellers’ Group shall be obliged to make any payment (in money or
money’s worth) under this sub-paragraph (d) unless it has first been paid the
amount concerned by the Purchasers nor shall it be obliged to become involved
in any legal action; and


(ii)                                  the
Business Purchaser shall not agree to any amendment or waiver of those rights
under the relevant Business Contract or Business Claim (which continue to be
rights of the Sellers or of a member of the Sellers’ Group) without prior
written approval of the Sellers or of the relevant member of the Sellers’
Group.



 52
 









3.     If:


(a)                                  the terms of any particular Business Contract do not
permit the Business Purchaser to perform the Business Seller’s obligations as
sub-contractor or as agent; or


(b)                                 any Third Party Consent is not obtained within 3
months after the Closing Date or is refused and the procedure set out in this
Schedule does not enable the benefit of any Business Contract or Business Claim
to be enjoyed in all material respects by the Business Purchaser or another
member of the Purchasers’ Group after the Closing Date,


then the Sellers and the Purchasers shall use all
reasonable efforts to achieve an alternative solution by which the Business
Purchaser shall receive the benefit of the relevant Business Contract or
Business Claim and assume the associated obligations (provided that no member
of the Sellers’ Group shall be obliged to make any commitment, incur any
liability or make any payment for that purpose).


4.     The
Purchasers shall indemnify each member of the Sellers’ Group against any and
all Costs suffered or incurred by the relevant member of the Sellers’ Group as
a result of any Third Party Consent not being obtained or which are otherwise
suffered or incurred as a result of any action taken by the parties pursuant to
this Schedule 9.



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SCHEDULE 10


 TAX


Part A — Tax
Warranties


1.      GENERAL/COMPLIANCE


Last
Accounts


1.1   All liabilities, whether actual or deferred, contingent or disputed, of each Target
Company for Tax measured by reference to income, profits or gains earned,
accrued or received on or before the Last Accounts Date or arising in respect
of an event occurring or deemed to occur  on or before the Last Accounts Date
are fully provided for or (as appropriate) disclosed in the Last Accounts.


Position
since Last Accounts Date


1.2   Since the Last Accounts Date,


(a)                                  No Target
Company has been involved in any transaction and no Event has occurred which
has given or may give rise to a liability to Tax on any Target Company (or
would have given or might give rise to such a liability but for the
availability of any relief) other than Tax in respect of normal trading income
or receipts of the Target Company concerned arising from transactions entered
into by it in the ordinary course of business; and


(b)                                 no accounting period of
any Target Company for the purposes of any Tax has ended otherwise than by
effluxion of time.


Returns
etc


1.3   Except as otherwise
provided in the Disclosure Letter, each Target Company has duly, and within any
appropriate time limits, made all returns, given all notices and supplied all
other information required to be supplied to all relevant Tax Authorities prior
to the Closing Date and has maintained all records required to be maintained
for Tax purposes.


1.4   Except as otherwise
provided in the Disclosure Letter, all information set out in paragraph 1.3
above was and remains complete and accurate in all material respects and all
such returns and notices were and remain complete and accurate in all material respects
and were made on the proper basis and do not, and so far as the relevant
Sellers are aware are not likely to be, or reveal any transactions which may
be, the subject of any dispute with, or any enquiry raised by, any Tax
Authority.


1.5   Except as otherwise
provided in the Disclosure Letter, all amounts of or in respect of Tax that the
Target Companies are or have been obligated to pay (insofar as such Tax ought
to have been paid) has been paid.


1.6   So far as the Sellers
are aware, no Tax Authority has operated or agreed to operate any special
arrangement (being an arrangement which is not based on relevant legislation or
any published practice) in relation to the affairs of any Target Company.



 54
 









1.7   Except as disclosed in
the Disclosure Letter, no Target Company is or will be bound by any tax
indemnity, tax sharing arrangement or tax allocation agreement (however
described).


Disputes,
investigations


1.8   No Target Company is involved in any
current dispute with any Tax Authority or is or has in the last six years been
the subject of any investigation, enquiry, audit or non-routine visit by
any Tax Authority.  So far as the Sellers are aware
in relation to each Target Company there is no planned investigation, enquiry,
audit or non-routine visit by any Tax Authority and, so far as the
Sellers are aware, there are no circumstances which make it likely that any
Target Company will in the foreseeable future be subject to any such
investigation, enquiry, audit or visit.


Secondary
Liabilities¶


1.9   Each Target Company is not, and so far as the Sellers are aware, will not become liable to
make to any person (including any Tax Authority) any payment in respect of any
liability to Tax or be deprived of any relief otherwise available to it, or to
make reimbursement or indemnity in respect of any
Tax, for which any other person, or company is or may be primarily liable.


Penalties,
interest


1.10 So far as the Sellers are aware, no relief (whether by way of deduction,
reduction, set-off, exemption, postponement, roll-over, hold-over, repayment or
allowance or otherwise) has been claimed and/or given to any Target Company
which has been taken into account in the Last Accounts as an asset or in
computing any provision for Tax which could or might be effectively withdrawn,
postponed, restricted, clawed back or otherwise lost as a result of any act,
omission, event or circumstance arising or
occurring either at or at any time before Closing or within the ordinary course
of business after Closing.


1.11 The Disclosure Letter contains details of all
notifications, notices, claims, clearances, elections, surrenders, disclaimers,
withdrawals of claims or consents assumed to have been made, given or done for
the purposes of computing the provision for Tax in the Last Accounts in relation
to any Target Company which have yet at the date of this Agreement to be made,
given or done and any rights to make an appeal against any assessment or an
application for postponement of any Tax.


1.12 Within the past six years, no Target Company nor any
director or officer of any Target Company (in his capacity as such) has paid or
become liable to pay, and so far as the Sellers are aware there are no circumstances by reason of which
it or they may become liable to pay to any Tax Authority, any penalty, fine,
surcharge or interest in respect of Tax (including in respect of any failure to
make any return, give any notice or supply any information to any relevant Tax
Authority, or any failure to keep or preserve any records or to pay Tax on the
due date for payment).


Withholdings


1.13 So far as the Sellers are aware each Target Company has made all deductions and
retentions of or on account of Tax as it was or is obliged or entitled to make
and all such payments of or on account of
Tax as should have been made to any Tax Authority in respect of such deductions
or retentions.



 55
 









2.      CAPITAL GAINS


2.1   If each Target Company
disposed of each of its assets (except trading stock and work-in-progress)
for a consideration equal to the book value of that asset as shown in or
adopted for the purposes of the Last Accounts to a person not connected with it
and by way of bargain at arm’s length, no liability to Tax would arise by
reference to any actual or deemed gain and no Target Company has acquired any
such asset (otherwise than from another Target Company) except by way of
bargain at arm’s length and from an unconnected person.


2.2   No allowable loss which might
accrue on the disposal by any Target Company of any asset is liable to be
reduced or eliminated and no chargeable gain is liable to be created or
increased by virtue of any depreciatory transaction or reduction in value of
that or any related asset for the purposes of corporation Tax on chargeable
gains or any corresponding Tax of any relevant foreign jurisdiction.


3.      COMPANY RESIDENCE/PERMANENT ESTABLISHMENT


3.1   Each Target Company is and
has at all times been resident for Tax purposes in its place of incorporation
and is not and has not at any time been treated as resident in any other
jurisdiction for any Tax purpose (including any double Taxation
arrangement).  No Target Company is
subject to Tax in any jurisdiction other than its place of incorporation by
virtue of having a permanent establishment or other place of business in that
jurisdiction.


3.2   No Target Company is liable
for any Tax as the agent of any other person or business or constitutes a
permanent establishment of any other person, business or enterprise for any Tax
purpose.


4.      VALUE ADDED TAX


4.1   For the purposes of this Part
A of Schedule 10 the expression “VAT” means value added tax or any other sales or turnover Tax of any relevant
jurisdiction, and “VAT legislation” means any relevant enactments in relation
to VAT and all notices, provisions and conditions made or issued thereunder
including the terms of any agreement reached with any relevant Tax Authority,
and any concession referred to in the Disclosure Letter.


4.2   In relation to each Target
Company:


(a)                                  it is registered for the purposes of VAT, has been so registered at all
times that it has been required to be registered by VAT legislation, and such
registration is not subject to any conditions imposed by or agreed with the
relevant Tax Authority;


(b)                                 it has complied fully with and observed in all material respects the terms
of VAT legislation;


(c)                                  it has maintained and obtained at all times complete, correct and up-to-date
records, invoices and other documents (as the case may be) appropriate or
requisite for the purposes of VAT legislation and has preserved such records,
invoices and other documents in such form and for such periods as are required
by VAT legislation;


(d)                                 it obtains credit for all input Tax paid or suffered by it;


 



 56















(e)                                  it is not and has not been treated as a member of a group for the purposes
of VAT legislation, and has not applied for such treatment; and


(f)                                    it is not and has not been subject under VAT legislation to any penalty,
fine or surcharge, or any warning or notice 
which could (whether with or without other events) lead to the
imposition of any penalty, fine or surcharge, and has not been required to give
any security as a condition of making supplies for the purposes of VAT.


4.3   All VAT, import duty and other
Taxes or charges payable by any Target Company upon the supply,
acquisition, use or importation of goods or services, and all excise duties
payable in respect of any assets (including trading stock) imported or owned by
any Target Company, have been paid in full.


5.      STAMP DUTY/CAPITAL
DUTY


5.1   All documents in the
possession or under the control of each Target Company or to the production of
which any Target Company is entitled which establish or are necessary to
establish the title of any Target Company to any asset, or by virtue of which
any Target Company has any right, have been duly stamped and any applicable
stamp duties or similar duties or charges in respect of such documents have
been duly accounted for and paid.


5.2   All duties, fees and penalties
payable in respect of the capital of each Target Company (including any premium
over nominal value at which any share was issued) have been duly accounted for
and paid, and there are no circumstances under which any relief obtained
against payment of any such amount could be withdrawn.


6.      TAX AVOIDANCE


6.1   So  far as the Sellers are aware, no Target Company
has been involved in any transaction or series of transactions the sole or one
of the main purposes of which is a reduction in the Tax liability of any person
or to which a Tax law concerning anti-avoidance applies or may apply.


6.2   All transactions in respect of which any
material consent or clearance was required by law from any Tax Authority have
been entered into or carried out by the Target Companies after such consent or
clearance has first been properly obtained, and so far as the Sellers are
aware, any such clearance or consent has been obtained on the basis of full and
accurate disclosure to the relevant Tax Authority of all material information in
connection with such consent or clearance, and all such transactions for which
consent or clearance has been obtained has been carried out in accordance with
the terms of such consent or clearance.


7.      TRANSFER PRICING


7.1   So far as
the Sellers are aware, all arrangements, transactions or series of transactions
between any Group Companies, or between any Target Company and any current or
past member of the Retained Group, have
been and are on arm’s length terms, and no Target Company is, nor has it been, liable
to have its profits for Tax purposes adjusted by reason of any provision of Tax
law concerning the adjustment of profits of associated enterprises and no
Target Company is in dispute with any Tax Authority in relation to the
application of any 



 57
 









such provision and each Target Company has complied with all
documentation requirements under relevant transfer pricing rules.


7.2   All Target
Companies have complied with prevailing administrative practices relating to
financial indebtedness and thin capitalisation ratios.


8.      GROUP RELIEF,
ETC


8.1   The
Disclosure Letter contains full details of all surrenders, transfers, claims
and agreements for surrenders, transfers or claims for any amounts by way of
Group Relief or for the surrender or transfer
to or by each Target Company of any relief, together with details of all
payments for Group Relief, or for such surrender or transfer, made or received,
in respect of any accounting period ended within six years prior to the date of
signing this Agreement.


8.2   To the extent
that the provision for Tax, including deferred tax, in the Last Accounts
assumes that any Target Company will benefit from any such surrender, transfer
or claim, it has the legally enforceable right to the relevant benefit, without
any obligation to make any payment not provided for in the Last Accounts.  To the extent that the Last Accounts assume
that any Target Company will receive
payment for any such surrender, transfer or claim, it has the legally
enforceable right to receive that payment, without any obligation to make any
surrender, transfer or claim, the effect of which is not reflected in the Last
Accounts.


8.3   Except as
otherwise provided in the Disclosure Letter, no Target Company is or has been
part of a consolidated group taxation regime.


8.4   So far as
the Sellers are aware, no charge to Tax will arise in any Target Company as a
result of entering into and Completion
of this Agreement.


9.      BUSINESS SELLER TAX WARRANTIES


9.1   All
documents to which the Business Seller is a party and which are necessary to
enforce any rights which may be required for the purposes of the Business or
pursuant to which the Business Seller derives title to the Business Assets are
in the possession of the Business Seller or under its control and any such
documents which attract stamp duty have been duly stamped and any stamp duty,
stamp duty land tax or equivalent taxes in any jurisdiction have been duly paid
and all such documents have been duly filed as appropriate.


Part B : Tax Covenant


1.      COVENANT TO PAY


1.1   Each Share
Seller hereby jointly and severally covenants with the Share Purchaser and its
successors in title to pay to the Share Purchaser an amount equivalent to:


(a)                                  any Actual Tax Liability arising in respect of, by reference to or in
consequence of:


(i)                              any income, profits or gains earned, accrued or received on or before
Closing;


(ii)                           and any Event which
occurred on or before Closing; and



 58
 









(b)                                 any Deemed Tax Liability; and


(c)                                  without prejudice to the generality of paragraph 1.1 (a), any Tax Liability
of either of the Share Purchaser or a Target Company arising on or before
Closing in respect of or as a consequence of or by reference to the following:


(i)                              Any release of a Third Party Assurance pursuant to clause 14 of the
Agreement;


(ii)                           Any action undertaken by Share Purchaser or any Target Company pursuant to
clause 17 of the Agreement;


(iii)                        Any payment or discharge or release of inter-Company debt pursuant to
Schedule 11 of the Agreement;


(d)                                 any liability to pay for Group Relief or to repay, in whole or in part, any
payment previously made for Group
Relief pursuant to any arrangement or agreement entered into prior to Closing;


(e)                                  the loss
of any right to receive any payment for Group Relief to the extent that such payment is provided for as an asset in the
Closing Statement;


together
with any costs and expenses referred to in paragraph 4.


1.2   For the avoidance of doubt, paragraph 1.1 above shall not
apply to any Tax Liability arising in respect of, by reference to or in
consequence of any income, profits or gains earned or accrued after Closing
(whether or not as a result of an event which occurred on or before Closing).


2.      EXCLUSIONS


2.1   The covenant contained in
paragraph 1.1 shall not cover any Tax Liability to the extent that:


(a)                                  provision or reserve in respect of that Tax Liability has been made in the
Closing Statement, or the Tax Liability was taken into account in the
preparation of the Closing Statement; or


(b)                                 the Tax Liability was paid or discharged before Closing or such payment or
discharge was taken into account in the calculation of the Closing Statement and such payment or
discharge has in fact occurred; or


(c)                                  the Tax Liability arises as a result of any change in rates of Tax made
after Closing or of any change in law (or a change in interpretation on the
basis of case law), regulation, directive or requirement, or the practice of
any Tax Authority, occurring after Closing in each case taking effect
retrospectively and not actually or prospectively in force at the date hereof;
or


(d)                                 the Tax Liability would not have arisen but for the making of a relevant
distribution by any of the Share Purchaser, a Target Company, or any person
connected with any of them, at any time after Closing; or



 59
 









(e)                                  the Tax Liability would not have arisen but for a voluntary transaction,
action or omission carried out or effected by any of the Share Purchaser, a
Target Company, or any other person connected with any of them, at any time
after Closing which the Share Purchaser knew or ought reasonably to have known would
give rise to the Tax Liability and which could reasonably have been avoided,
except that this exclusion shall not apply where any such transaction, action
or omission is:


(i)                                     carried out or effected by the Target Company concerned pursuant to a legally
binding commitment created on or before Closing; or


(ii)                                  carried
out or effected by the Target Company concerned in the ordinary course of
business of that Target Company as carried on at Closing, provided that for
this purpose the following shall be deemed not to be in the ordinary course of
business if they otherwise would be (with the effect that the exclusion
contained in this paragraph 2.1(e) may apply):


(A)                              any
disposal (or deemed disposal for any tax purpose) of assets other than trading
stock by any Target Company;


(B)                                any change
in the use of an asset by any Target Company;


(C)                                anything which has the result of requiring disposal value to be brought
into account, or which crystallises a balancing charge, for capital allowances
purposes (or has any similar effect under the laws of any relevant foreign
jurisdiction); or


(iii)                               carried out or effected by the Target Company
concerned with the agreement of or at the request of the Share Sellers; or


(iv)                              carried out or effected by the Target Company concerned in compliance with
any legislation, regulation or with any published practice of (or at the
request of) any Tax Authority, as such legislation, regulation or published
practice (or request) is in force at Closing;


(f)                                    the Tax Liability comprises interest or penalties arising by virtue of an
underpayment of Tax prior to Closing, insofar as such underpayment would not
have been an underpayment but for a bona fide estimate made prior to Closing of
the amount of income, profits or gains to be earned, accrued or received after
Closing proving to be incorrect as a result of income, profits or gains arising
after Closing, or but for any other event or events occurring after Closing
which could not reasonably have been predicted at the time of such payments; or


(g)                                 the Tax Liability arises as a result of a change after Closing in the
length of any accounting period for Tax purposes of any Target Company, or a
change after Closing in any accounting policy or Tax reporting practice of any
Target Company (in each case other than a change which is necessary in order to
comply with the law or generally accepted accounting principles applicable to
that Target Company at Closing); or


(h)                                 notice of a claim in respect of the Tax Liability is not given to the Share
Sellers prior to the latest of the sixth
anniversary of the end of the accounting period of the Target Company concerned
in which Closing occurs, three months after the end of any relevant statutory
limitation period or three months after any relevant assessment becoming final
and non appealable, or (where the claim is not previously settled, 



 60
 









satisfied or withdrawn) proceedings in respect
thereof are not issued to and (to the extent possible) served upon the Share
Sellers within the six month period following
such anniversary or period and pursued with reasonable diligence thereafter; or


(i)                                     such Tax Liability arises as a result of any Target Company failing to
submit the returns and computations required to be made by them or not
submitting such returns and computations within the appropriate time limits or
submitting such returns and computations otherwise than on a proper basis in
each case after Closing otherwise than as a result of any delay, default or
failure by the Share Sellers in complying with their obligations under
paragraph 11 of this Schedule; or


(j)                                     the Tax Liability arises as a result of the failure of the Share Purchaser
to comply with any of its obligations contained in paragraph 8, 11, or 12
hereof; or


(k)                                  any relief (other than a Share Purchaser’s Relief or a relief taken into
account under paragraphs 3, 10 or 13) arising in respect of an event occurring
or period ending on or prior to Closing is available, or is for no
consideration made available by the Share Sellers or any
person connected to the Share Sellers (other than a Target Company), to any of the Target Companies to set against or
otherwise mitigate the Tax Liability (and so that (a) for this purpose any
relief arising in respect of an accounting period falling partly before and
partly after Closing shall be apportioned on a time basis, unless some other
basis is more reasonable, (b) any relief that is so available in relation to
more than one Tax Liability to which this Part of this Schedule applies shall
be deemed, so far as possible, to be used in such a way as to reduce to the
maximum extent possible the Share Sellers’ total liability hereunder and (c) the Share Sellers may at their expense
require the auditors for the time being of any Target Company to certify the
extent to which that Target Company has any reliefs available to which this
paragraph may apply); or


(l)                                     the Tax Liability would not have arisen but for:


(i)                           the making of a claim, election, surrender or disclaimer, the giving of a
notice or consent, or the doing of any other thing under the provisions of any
enactment or regulation relating to Tax, in each case after Closing and by the
Share Purchaser, any Target Company or any person connected with any of them
and otherwise than at the direction of the Share Seller pursuant to paragraph
11; or


(ii)                        the failure or omission on the part of any Target Company after Closing
otherwise than at the direction of the Share Seller pursuant to paragraph 11 to
make any such valid claim, election, surrender or disclaimer, or to give any
such notice or consent or to do any other such thing, either as the Share
Seller may require in respect of periods or matters for which the Share Seller
has conduct under paragraph 11 or, in respect of periods or matters for which
the Share Seller does not have conduct, in circumstances where the making,
giving or doing of which was taken into account in the preparation of the
Closing Statement and details have been provided to the Share Purchaser within
a reasonable time period disclosing the final date on which such claim,
election, surrender or disclaimer must be submitted; or


(m)                               the Tax Liability is a liability to Tax comprising interest, penalties,
charges or costs in so far as attributable to the unreasonable delay or default
of the Share Purchaser or any Target Company after Closing.



 61
 









2.2   The Share Sellers shall have no liability to the Share
Purchaser under any part of this Agreement in respect of any non-availability,
inability to use, or loss or restriction of any relief (failure of relief) other than pursuant to
this Schedule or the Tax Warranties.


2.3   The provisions of paragraph
2.1 shall also operate to limit or reduce the liability of the Share
Sellers in respect of claims under the Tax
Warranties and any other Warranty insofar as it relates to Tax.


2.4   The provisions of
Schedule 5 to this Agreement (Limitations on Liability) shall, to the
extent provided for in that Schedule, also apply to limit or reduce the
liability of the Share Sellers
under this Part of this Schedule (as well as under the Warranties).


3.      OVERPROVISIONS


3.1   The Share Sellers may require the auditors
for the time being of any relevant Target Company to certify, at the Share
Sellers’ request and expense, the existence and
amount of any Overprovision and the Share Purchaser shall provide, or procure
that each Target Company provides, any information or assistance reasonably
required for the purpose of production by the
auditors of a certificate to that effect.  In so producing any certificate, the auditors
shall be acting as experts and not as arbitrators and (in the absence of
manifest error) their decision shall be final and binding on the parties.


3.2   Subject to paragraphs 3.4 and
3.5 below:


(a)                                  any Overprovision shall first be set against any payment then due from the Share Sellers
under paragraph 1 or for breach of the Tax Warranties;


(b)                                 to the extent there is an excess, a payment shall promptly be made to the Share
Sellers equal to the aggregate of any payment
or payments previously made by the Share Sellers under paragraph 1 or
for breach of the Tax Warranties (and not
previously refunded under this paragraph 3.2) up to the amount of the
excess; and


(c)                                  to the extent that there is any remaining excess, such
remaining excess shall be carried
forward and set off against any future payment or payments which become due
from the Share Sellers under this Schedule.


3.3   Either the Share Sellers or
the Share Purchaser may, at its expense, require any certificate produced in
accordance with paragraph 3.1 above to be reviewed by the auditors for the time
being of any relevant Target Company in light of all relevant
circumstances including in the event that there are relevant circumstances or
facts of which it was not aware, and which were not taken into account, at the
time when such certificate was produced, and to certify whether the certificate
remains correct or whether it should be amended.


3.4   If following a request under
paragraph 3.3 the
certificate is amended, the revised amount of Overprovision shall be
substituted for the purposes of paragraph 3.2, and any adjusting payment that
is required shall be made forthwith.


3.5   For the purposes of this
paragraph, any Overprovision shall be determined without regard to any Tax
Refund to which paragraph 6 applies or any payment or relief to which paragraph
10 applies.



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4.      COSTS AND EXPENSES


The
covenant contained in this Part of this Schedule shall extend to all reasonable
costs and expenses properly incurred by the Share Purchaser or any Target Company in connection with a successful claim made under this
Part of this Schedule, or in satisfying or settling any Tax Liability in
accordance with paragraph 8 or in connection with any Tax Claim in respect of which a successful claim is made under
this Part of this Schedule.


5.      DOUBLE RECOVERY


The
Share Purchaser shall not be entitled to recover any amount pursuant to this
Part of this Schedule in respect of any claim to the extent that the Share
Purchaser or any of the Target Companies has already recovered such amount
in respect of such claim under the Warranties or under any other provision of
this Agreement or pursuant to any other agreement with the Share Sellers
or any company connected with the Share Sellers, or to the extent that recovery has already been
made under this Part of this Schedule in respect of the same subject matter.


6.      TAX REFUNDS


6.1   The Share Purchaser shall
promptly notify the Share Sellers of
any right to receive or actual receipt of any amount by way of repayment of Tax
or interest on overpaid Tax or repayment supplement, being an amount to which
any Target Company is or becomes entitled or receives wholly in respect of an
event occurring or period (or part period) falling prior to Closing, where or
to the extent that such amount was not included in the Closing Statement as an
asset, is not and does not arise from the utilisation of a Share
Purchaser’s Relief and is not a payment or
relief to which paragraphs 2.1(k), 3 or 10 applies (a Tax
Refund).  The Share
Purchaser shall take (or shall procure that the Target Company concerned takes)
such action as the Share Sellers may
reasonably request to obtain such Tax Refund (keeping the Share Sellers fully informed of the progress of any action taken
and providing it with copies of all relevant correspondence and documentation).


6.2   Any Tax Refund actually
obtained after Closing, whether by repayment or set off (less any reasonable
costs of obtaining it and less any Tax actually suffered thereon) shall be
dealt with as follows:


(a)                                  the amount of the Tax Refund shall be set against any payment then due from
the Share Sellers under paragraph 1 or for breach of the Tax Warranties;


(b)                                 to the extent that there is an excess, a payment shall promptly be made to
the Share Sellers equal to the aggregate of
any payment or payments previously made by the Share Sellers under paragraph 1
or for breach of the Tax Warranties (and not previously refunded under this
Schedule) up to the amount of the excess; and


(c)                                  to the extent that there is any remaining excess, such
remaining excess shall be carried
forward and set off against any future payment or payments which become due
from the Share Sellers under paragraph 1 or for
breach of the Tax Warranties.


6.3   Paragraph 10.4 shall apply in
respect of any sum payable to the Share Sellers under this paragraph 6 which is not paid within 5
Business Days of the relevant Tax Refund being 



 63
 









obtained by the Target Company concerned (the due date) as it
applies to any sum not paid by the Share Purchaser on the due date of payment
specified in paragraph 10.2.


7.      SECONDARY LIABILITIES


7.1   The Share
Sellers jointly and severally covenant with the
Share Purchaser to pay to the Share Purchaser an amount equivalent to: (i) any
Tax or any amount on account of Tax which any Target Company, or any other
member of the Purchaser’s Group, is required to pay as a result of a failure by
any member of the Retained Group to discharge that Tax; or (ii) any German Tax
which any Target Company is required to pay as a result of being a member of a
consolidated group for German tax purposes (howsoever defined) with any member
of the Retained Group for which such Target Company would not have been liable
but for being a member of such group.


7.2   The Share Purchaser covenants
with the Share Sellers to pay to the Share
Sellers an amount equivalent to any Tax or any
amount on account of Tax which any member of the Retained Group is required to
pay as a result of a failure by any Target Company, or any other member of the
Purchaser’s Group, to discharge that Tax.


7.3   The covenants contained in
paragraphs 7.1 and 7.2 shall:


(a)                                  extend to any reasonable costs and expenses incurred in connection with such Tax or a claim under
paragraph 7.1 and 7.2, as the case may be;


(b)                                 (in the case of paragraph 7.2) not apply to Tax to the extent that the Share
Purchaser could claim payment in respect of it under paragraph 1.1 (or would
have been able to claim but for paragraph 2.1(h) of Part B of this
Schedule or paragraphs 1, 2 or 3 of Schedule 5 (Time / Financial Limits)), except to the extent a payment has been made pursuant
to paragraph 1.1 and the Tax to which it relates was not paid by the Target
Company concerned; and


(c)                                  not apply to Tax to the extent it has been recovered under any relevant
statutory provision (and the Share Purchaser or the Share Seller, as the case
may be, shall procure that no such recovery is sought to the extent that
payment is made hereunder);


7.4   Paragraphs 8.1, 8.2, 8.4 and
9 (conduct of disputes and due date for payment) shall apply to the covenants
contained in paragraphs 7.1, 7.2 and 7.3 as they apply to the covenants
contained in paragraph 1.1, replacing references to the Share
Sellers by the Share Purchaser (and vice versa)
where appropriate, and making any other necessary modifications.


8.      NOTIFICATION OF CLAIMS
AND CONDUCT OF DISPUTES


8.1   If the Share Purchaser or any
of the Target Companies become aware of any Tax Claim, the Share Purchaser
shall give notice to the Share Sellers of that Tax Claim (including reasonably sufficient details of such Tax
Claim, the due date for any payment and the time limits for any appeal, and so
far as practicable the amount of the claim) as soon as reasonably
practicable (and in any event not more than 15 Business
Days after the Share Purchaser or the Target
Company concerned becomes aware of such claim). 
The Share Purchaser shall take (or procure that the Target Company
concerned shall take) such action as the Share Sellers may reasonably request to avoid, dispute, resist,
appeal, compromise or defend any Tax Claim



 64
 









(whether notified by the Share Purchaser, or being a
Tax Claim of which the Share Sellers were already aware) and any adjudication in respect thereof.  The Share Sellers shall have the right (if they wish) to control any proceedings taken in connection
with such action, and shall in any event be kept fully informed of any actual
or proposed developments (including any meetings) and shall be provided with
copies of all correspondence and documentation relating to such Tax Claim or
action, and such other information, assistance and access to records and
personnel as it reasonably requires.


8.2   The Share
Sellers shall indemnify the Share Purchaser and the relevant Target
Company against its reasonable costs and
expenses properly incurred in connection with any such action or proceedings as
are referred to in paragraph 8.1.


8.3   Subject to paragraph 8.4, the
Share Purchaser shall procure that no Tax Claim, action or issue in respect of
which the Share Sellers could be required to make
a payment under this Schedule is settled or otherwise compromised without the Share
Sellers’ prior written consent, such consent
not to be unreasonably withheld or delayed, and the Share Purchaser shall, and shall procure that each Target Company
and any of their respective advisers shall, not submit any correspondence or
return or send any other document to any Tax Authority where the Share
Purchaser or any such person is aware or could reasonably be expected to be
aware that the effect of submitting such correspondence or return or sending
such document would or could be to put such Tax Authority on notice of any
matter which could give rise to, or could increase, a claim under this
Schedule, without first affording the Share Sellers a reasonable opportunity to comment thereon and
without taking account of such comments so far as it is reasonable to do so.


8.4   If the Share
Sellers do not request the Share Purchaser to
take any appropriate action within 30 days of notice to the Share Sellers, the Share Purchaser shall be free to satisfy or
settle the relevant Tax Liability on such terms as it may reasonably think fit.


8.5   The Share Sellers shall not
be entitled to request that the Share Purchaser or any Target Company takes any
action which involves an appeal against the first appellate Court without an
opinion from a barrister specialising in tax matters of at least 10 years call
(or equivalent in any jurisdiction outside the UK) that the appeal will, on the
balance of probabilities be won.


9.      DUE DATE OF PAYMENT
AND INTEREST


9.1   The Share
Sellers shall pay to the Share Purchaser any
amount payable under this Part of this Schedule on or before the date which is
the later of the date ten Business Days after demand is made therefor by the
Share Purchaser and two Business Days before the first date on which the Tax in
question (or the Tax which would have been payable but for the use or set off
of a Purchasers’ Relief, as the case may be) becomes recoverable (or
would have become recoverable) by the Tax
Authority demanding the same.


9.2   Where a claim under this Schedule relates to
the loss or failure to obtain any Accounts Relief the Share Sellers shall pay
to the Share Purchaser the amount due under this Schedule in respect thereof on
the later of the date which is (i) ten Business Days after demand is made
therefor by the Share Purchaser, such demand to be accompanied by a copy of a
certificate from the auditors of the Share Purchaser or the Target Company
concerned (obtained or procured to be obtained by and at the expense of the
Share Purchaser) that the Share Seller has a liability of a stated amount in
respect of such claim and that tax has, or will on a specified date, become
recoverable as aforesaid, and by reasonably sufficient evidence of such use or
set off and of such tax liability and (ii) two Business
Days before the first date on 



 65
 









which Tax which would otherwise have been saved becomes recoverable by
the Tax Authority.


9.3   Any sum
not paid by the Share Sellers on the due date of payment specified in
paragraphs 9.1 or 9.2 shall bear interest (which shall accrue from day to day
after as well as before any judgment for the same) at a rate per annum equal to
the rate of 4 per cent. per annum over Euro LIBOR from the due date to and
including the day of actual payment of such sum, compounded six monthly, provided that such interest shall not
accrue to the extent that the Share Sellers’ liability under paragraph 1
or paragraph 4 extends to interest or penalties arising after the due date.  Such interest shall be paid on the demand of
the Share Purchaser.


10.    RECOVERY FROM THIRD PARTIES/TAX SAVINGS


10.1 If any payment is made by the Share
Sellers under this Schedule in respect of a Tax
Liability or other matter and the Share Purchaser or any Target Company (or any
person connected with any of them) either receives, or is entitled or may be
entitled either immediately or at some future date to recover or obtain, from
any person (other than the Share Purchaser, any Target Company or any such
connected person) a payment or relief which would not have arisen but for the
Tax Liability or other matter in question or the circumstances giving rise
thereto (including without limitation in circumstances where a Tax Liability
arises because a deduction or other relief assumed to be available in preparing
the Closing Statement is in fact available only in a subsequent period or
periods), but excluding by reason of the use of set-off of any Share
Purchaser’s Relief or any relief taken into account in paragraph 2.1(k), then:


(a)                                  the Share Purchaser shall notify the Share Sellers of that fact as soon as possible and if so required
by the Share Sellers shall take (or
shall procure that the Target Company or other person concerned shall take) at
the cost of the Share Sellers such action as
the Share Sellers may reasonably request
to enforce such recovery or to obtain such payment or relief (keeping the Share
Sellers fully informed of the progress of any
action taken and providing it with copies of all relevant correspondence and
documentation); and


(b)                                 to the
extent that the Share Purchaser or the Target Company concerned receives or obtains such
a payment or relief, the Share Purchaser shall pay to the Share Sellers the amount received or the amount of Tax that the Share Purchaser or the Target Company concerned has saved by virtue of the payment or the relief (less any
reasonable costs of recovering or obtaining such payment or relief and any Tax
actually suffered thereon) (the Benefit) to the extent that the amount of the Benefit
does not exceed the aggregate payments previously made by the Share
Sellers under this Schedule in respect of the
Tax Liability giving rise to such payment or relief, and except where any
amount so saved would otherwise have given rise to a claim under this Schedule
(in which event no such claim shall be made). Any amount of the Benefit not so paid to
the Share Sellers shall be carried forward and set off against any future
claims under this Schedule.


10.2 Any payment required to be made by the Share
Purchaser pursuant to paragraph 10.1 shall be made:


(a)                                  in a case where the Share Purchaser, the Target Company or other person
concerned receives a payment, within five Business Days of the receipt thereof;
and


 



 66















(b)                                 in a case where the Share Purchaser, the Target Company or other person
concerned obtains a relief, on or before the date on which Tax would have
become recoverable by the appropriate Tax Authority but for the use of such
relief.


10.3         The Share Purchaser shall
procure that any such relief as is referred to in paragraph 10.2(b) is used in
priority to any other relief (unless such prior use increases the
Share Purchaser’s or any Target Company’s future liability to Tax), and in the absence of evidence to the contrary it
shall be deemed to be so used.  The Share
Sellers shall be entitled at the Share
Sellers’ cost to require that the Target
Company’s or other person’s auditors shall certify the amount and date of use
of such relief for the purposes of this paragraph 10.


10.4         Any sum not paid by the Share
Purchaser on the due date of payment specified in paragraph 10.2 shall bear
interest (which shall accrue from day to day after as well as before any
judgment for the same) at a rate per annum equal to the rate of 4 per
cent. per annum over Euro LIBOR from the due
date to and including the day of actual payment of such sum compounded six
monthly.  Such interest shall be paid on
the demand of the Share Sellers.


11.    MANAGEMENT OF PRE-CLOSING TAX AFFAIRS


11.1         Interpretation.  In this paragraph 11 and in
paragraph 12:


accounting period  means any period by
reference to which any income, profits or gains, or any other amounts relevant
for the purposes of Tax, are measured or determined;


pre-Closing Tax affairs  means the Tax affairs
of the Target Companies for which the Share Sellers  are responsible under this paragraph 11;


Tax documents  means the Tax returns,
claims and other documents which the Share Sellers are required to prepare
on behalf of the Target Companies under paragraph 11.2(a) and 11.2(b);


Tax return  means any return
required to be made to any Tax Authority of income, profits or gains or of any
other amounts or information relevant for the purposes of Tax, including any
related accounts, computations and attachments; and


time limit  means the latest date
on which a Tax document can be executed or delivered to a relevant Tax
Authority either without incurring interest or a penalty, and/or
in order to ensure that such Tax document is effective.


11.2         Subject to and in accordance
with the provisions of this paragraph the Share Sellers or their duly
authorised agents shall, in respect of all accounting periods ending on or before the Closing Date, and at its own cost:


(a)                                  prepare and submit the Tax returns of each of the Target Companies;


(b)                                 prepare and submit on behalf of each of the Target Companies all claims,
elections, surrenders, disclaimers, notices and consents for the purposes of
Tax; and


(c)                                  (subject to paragraph 8) deal with all matters relating to Tax which
concern or affect the Target Companies, including the conduct of all
negotiations and correspondence and the reaching of all agreements relating
thereto or to any Tax documents.



 67
 









11.3         The Share Sellers shall, as
soon as reasonably practicable and in any event at least ten business days
before the expiry of any applicable time limit, deliver to the Share Purchaser
for comments any Tax documents and details of any information or proposal (the Relevant Information)
which it intends to submit to any Tax Authority before submission to such Tax
Authority and shall take account of the reasonable comments of the Share
Purchaser and make such amendments to the Relevant Information as the Share
Purchaser may reasonably require prior to its submission to the Tax Authority
and, if the Share Sellers have not received any comments from the Share
Purchaser or its duly authorised agents within 21 days of delivery (or if less,
before the expiry of the applicable time limit), the Share Purchaser shall be
deemed to have approved such Relevant Information in the form provided by the
Share Sellers.


11.4         The Share Sellers shall
procure that:


(a)                                  the Share Purchaser receives copies of all written correspondence with any
Tax Authority insofar as it is relevant to the pre Closing Tax affairs and is
kept fully informed of the Share Sellers’ actions under this paragraph 11; and


(b)                                 no Relevant Information is submitted to any Tax Authority which is not, so
far as the Share Sellers are aware, true and accurate in all respects, and not
misleading.


11.5         The Share Purchaser shall
procure that:


(a)                                  the Share Sellers and their duly authorised agents are afforded such access
at the Share Sellers’ expense (to the extent that such expense is to be
determined by the Share Purchaser, such expense shall be determined on a
reasonable basis) and during normal business hours (including the taking of
copies) to the books, accounts and records of the Target Companies and such
other assistance as it or they reasonably require to enable the Share Sellers
to discharge their obligations under paragraph 11.2 and to enable the Share
Sellers and any member of the Retained Group to comply with its own Tax
obligations or facilitate the management or settlement of its own Tax affairs;


(b)                                 the Share Sellers are promptly sent a copy
of any communication from any Tax Authority insofar as it relates to the pre-Closing
Tax affairs; and


(c)                                  there is given to such person or persons
as may for the time being be nominated by the Share Seller and approved by the
Share Purchaser (such approval not to be unreasonably withheld) authority to
conduct pre-Closing Tax affairs, and that such authority is confirmed to
any relevant Tax Authority.


11.6         The Share
Purchaser shall (subject to paragraph 11.7 below) be obliged to procure that
each of the Target Companies shall cause any Tax document delivered to it under
paragraph 11.3 to be authorised and signed without delay and without amendment,
and returned to the Share Seller for submission to the appropriate Tax
Authority without delay (and in any event within any relevant time limit).


11.7         The Share
Purchaser shall be under no obligation to procure the authorisation or signing
of any Tax document delivered to it under paragraph 11.3 which it considers in
its reasonable opinion to be false or misleading in a material respect or which
does not reflect the comments provided by the Share Purchaser pursuant to
paragraph 11.3, but for the avoidance of doubt shall be under no
obligation to make any enquiry as to the completeness or accuracy thereof and
shall be entitled to rely entirely on the Share Seller and its agents.



 68
 









11.8         In respect
of any matter which gives or may give the Share Purchaser a right to make a
claim against the Share Sellers under this Schedule, the provisions of paragraph
8 with respect to the conduct of Tax Claims shall apply instead of the
provisions of this paragraph 11.


11.9         The Share
Sellers shall pay (and hereby indemnify the Share Purchaser for itself and as
trustee for the Company from and against any liability in respect of) any fines
and penalties arising from any late filing of such Tax documents save where
such late filing is as a result of any unreasonable action or delay by the
Share Purchaser under this paragraph 11.


12.    CONDUCT OF OTHER TAX AFFAIRS


12.1         Subject to paragraph 8 and to
the following sub-paragraphs, the Share Purchaser or its duly authorised
agents shall have sole conduct of all Tax affairs of each of the Target
Companies which are not pre-Closing Tax affairs and shall be entitled to
deal with such Tax affairs in any way in which it, in its absolute discretion,
considers fit.


12.2         Subject to and in accordance
with the provisions of this paragraph the Share Purchaser or its duly
authorised agents shall, in respect of any accounting period commencing prior
to Closing and ending after Closing (the Straddle Period), and at its own cost:


(a)                                  prepare and submit the Tax returns of each of the Target Companies on a
basis which is consistent with the manner in which those Tax returns were
prepared for all accounting periods ending prior to Closing;


(b)                                 prepare and submit on behalf of each of the Target Companies all claims,
elections, surrenders, disclaimers, notices and consents for the purposes of
Tax; and


(c)                                  (subject to paragraph 8) deal with all matters relating to Tax which
concern or affect the Target Companies, including the conduct of all
negotiations and correspondence and the reaching of all agreements relating
thereto or to any Tax documents.


12.3         The Share Purchaser shall, as
soon as reasonably practicable and in any event at least ten business days
before the expiry of any applicable time limit, deliver to the Share Sellers
for comments any Tax documents relating to the Straddle Period and details of
any information or proposal relating to the Straddle Period (the Straddle Period Information)
which it intends to submit to any Tax Authority before submission to such Tax
Authority and shall take account of the reasonable comments of the Share
Sellers and make such amendments to the Straddle Period Information as the
Share Sellers may reasonably require prior to its submission to the Tax
Authority and, if the Share Purchaser has not received any comments from the
Share Sellers or its duly authorised agents within 21 days of delivery (or if
less, before the expiry of the applicable time limit), the Share Sellers shall
be deemed to have approved such Straddle Period Information in the form
provided by the Share Purchaser.


12.4         The Share Purchaser shall
procure that:


(a)                                  the Share Sellers receive copies of all written correspondence with any Tax
Authority insofar as it is relevant to the Straddle Period and are kept fully
informed of the Share Purchaser’s actions under this paragraph 12; and


(b)                                 no Straddle Period Information is submitted to any Tax Authority which is
not, so far as the Share Purchaser is aware, true and accurate in all respects,
and not misleading.



 69
 









12.5         The Share Sellers shall
provide such assistance as the Share Purchaser shall reasonably request in
preparing all Tax returns relating to the Straddle Period.


13.    TRANSFER PRICING


13.1         In this paragraph 13:


balancing payment means a payment made
by a person to whom a compensating adjustment is available to a person who has
suffered the transfer pricing adjustment to which the compensating adjustment
relates;


compensating adjustment means any relief
available to a person as a consequence of a transfer pricing adjustment made in
respect of another person;


transfer pricing adjustment means the computation
of profits or losses for Tax purposes in relation to any transaction or series
of transactions on a basis which substitutes arm’s length terms for the actual
terms agreed.


13.2         If and to the extent that the
Share Sellers become liable to make a
payment under paragraph 1 in respect of a Tax Liability which arises as a
result of a transfer pricing adjustment:


(a)                                  paragraph 10 shall apply (for the avoidance of doubt) in relation to any
compensating adjustment that may be available to any Target Company and the Share
Sellers shall be entitled to set off amounts
due under paragraphs 1 and 9 in relation to such matters, rather than being
required first to make a payment in respect of the Tax Liability in question,
to the extent that a payment is obtained or Tax is saved in respect of the same
period as the period in respect of which the transfer pricing adjustment
applies;


(b)                                 if and to the extent that any member of the Retained Group is or may be
entitled to claim a compensating adjustment, the Share Sellers may procure that such Retained Group member makes a
balancing payment to the Target Company in question, and such payment shall (to
the extent of the amount received and retained on an after Tax basis) be deemed to satisfy the liability of the Share
Sellers under paragraphs 1 and 9.


13.3         The Share Purchaser and Share
Sellers agree that:


(a)                                  in respect of any transfer pricing adjustment applying to any Target
Company which could result in a compensating adjustment being available to any
member of the Retained Group; and


(b)                                 in respect of any transfer pricing adjustment applying to any member of the
Retained Group which could result in a compensating adjustment being available
to any Target Company;


they
each shall take, and shall procure that there are taken, such steps (including
claims, elections, consents, the provision of information or otherwise) as the
other party may reasonably request to claim the benefit of the compensating
adjustment, and shall keep the other party fully informed of the progress of
such steps (including providing it with copies of all relevant correspondence
and documentation).



 70
 









13.4         If and to the extent that a
member of the Retained Group has or may have an increased liability to Tax as a
result of a transfer pricing adjustment in respect of which any Target Company
is able to claim a corresponding adjustment, then:


(a)                                  the Share Purchaser shall, if the Share Sellers so request, procure that the Target Company in
question claims the corresponding adjustment; and


(b)                                 if the Target Company (or any person connected with it) receives or obtains
a payment or a liability to make an actual payment of Tax is
reduced as a result of the use or set off of a relief which payment or relief
comprises or would not have arisen but for such
corresponding adjustment, the Share Purchaser shall pay to the Share
Sellers the amount received or the amount that
the person concerned will have saved by
virtue of the payment or relief (less any reasonable costs of recovering or
obtaining such payment or relief and any Tax actually suffered thereon), except
to the extent that, if such payment had not been received or such Tax
had not been so saved, it would otherwise have given rise to a claim under this
Schedule (in which event no such claim shall be made).


13.5         Paragraphs 10.2, 10.3 and
10.4 shall apply in relation to paragraph 13.4 as they apply in relation to
paragraph 10.1.


13.6         Paragraph 13.4 shall not
apply to the extent that the Target Company in question makes a balancing
payment to the member of the Retained Group in question in the amount (including
any interest) that would otherwise be due to the Share Sellers under paragraph 13.4.


14.    ILLEGALITY AND WAIVER


14.1         Illegality.  If at any time any provision of
this Schedule is or becomes illegal, invalid or unenforceable in any respect
under the law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions hereof nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction shall
in any way be affected or impaired thereby.


14.2         Waiver.  The rights and remedies of the
parties under this Schedule shall not be affected, and the parties’ liabilities
under this Schedule shall not, subject to compliance with the notice
requirements in paragraph 1 of Schedule 3 to this Agreement, be released,
discharged or impaired, by the expiry of any limitation period prescribed by
law.


15.    WITHHOLDINGS AND TAX ON
PAYMENTS


15.1         All sums payable under this Agreement or for breach of
any of the Warranties shall be paid free and clear of all deductions or
withholdings whatsoever, save only as provided in this Agreement or as required
by law.


15.2         If any deduction or withholding is
required by law from any payment in respect of a Purchaser Obligation or a
Seller Obligation then, except in relation to interest, the payer shall pay the
payee such additional amount as will, after such deduction or withholding has
been made, leave the payee with the same amount as it would have been entitled
to receive in the absence of any such requirement to make a deduction or
withholding.



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15.3         If any sum paid in respect of a Purchaser Obligation
or a Seller Obligation is required by law to be brought into charge to tax
then, except in relation to interest, the payer shall pay such additional
amount as shall be required to ensure that the total amount paid, less the tax
chargeable on such amount, is equal to the amount that would otherwise be
payable.


15.4         To the extent that any deduction, withholding or tax
in respect of which an additional amount has been paid under paragraphs 15.2 or
15.3 above results in the payee obtaining a relief (all reasonable endeavours
having been used to obtain such relief), the payee shall pay to the payer,
within ten Business Days of obtaining the benefit of the relief, an amount
equal to the lesser of the value of the relief obtained and the additional sum
paid under paragraphs 15.2 or 15.3.


15.5         Paragraphs 15.2 or 15.3 above shall not apply to
the extent that the deduction, withholding or tax would not have arisen but
for:


(a)                                  a change in law after Closing; or


(b)                                 an assignment by the payee of any of its rights under
this Agreement.


15.6         For the avoidance of doubt, paragraphs 15.2 or 15.3
above shall not apply to the Initial Cash Price or any payment pursuant to the
Financial Adjustments or pursuant to Schedule 11 (Inter-Company Debt).


15.7         In determining the amount payable in
respect of any Purchaser Obligation or Seller Obligation (other than the Tax
Covenant and Tax Warranties, in respect of which paragraph 10 of Part B
of this Schedule applies) account shall be taken of any
relief or other benefit available to the payee of that amount or another member
of the Sellers’ Group or the Purchasers’ Group, as applicable, in respect of
the matter giving rise to the payment, insofar as not taken into account
pursuant to paragraph 15.4 above.


Part C : Interpretation


1.1           In this Schedule the
following definitions shall have the following meanings:


Accounts Relief means, in relation to any Target
Company, a relief the availability of which has been shown as an asset in the
Closing Statement or has been taken into account in computing (and so reducing)
a provision for tax (including deferred tax) which appears in the Closing
Statement or has resulted in no provision for tax or deferred tax being made in
the Closing Statement;


Actual Tax Liability means a liability of
any Target Company to make or suffer an actual payment of Tax (or payment on account of Tax);


Deemed Tax Liability means, in relation to any Target
Company:


(a)                                  the use or set off of all or part of any Purchaser’s Relief in circumstances where, but
for such use or set off, any Target Company would have had an Actual Tax
Liability in respect of which the Share Purchaser would have been able to make
a claim against the Share Sellers under
this Schedule (the amount of the Tax Liability for these purposes being deemed
to be equal to the amount of the actual liability to Tax that is saved by the
use or set off of the Purchaser’s Relief) provided that for the purposes of
this Schedule it shall be assumed that reliefs other than any Purchaser’s
Relief are, to 



 72
 









the extent allowed by law (and to the extent that the use of such
reliefs in priority to a Purchaser’s Relief does not increase the Share
Purchaser’s or any Target Company’s future liability to Tax), used in priority
to any Purchaser’s Relief, and if it cannot be determined whether a Purchaser’s
Relief or another relief is so used, it shall be assumed that another relief is
used in priority to any Purchaser’s Relief; or


(b)                                 the denial or loss of all or part of a
right to repayment of Tax which is an Account’s Relief (the amount of the Tax
Liability for these purposes being deemed to be equal to the amount of the
repayment which would otherwise have been obtained or the amount by which such
repayment is reduced, as the case may be); or


(c)                                  the denial or loss of all or part of any
Accounts Relief (other than a right to repayment of Tax) in circumstances where
the Accounts Relief would (were it not for such denial, loss or application)
have been available in full to the Target Company (the amount of the Tax
Liability for these purposes being deemed to be equal to the amount of Tax
which would have been saved but for such denial or loss for the accounting
period in which the Accounts Relief arose or, if in such accounting period no
Tax would otherwise have been saved because of an insufficiency of income,
profits or gains, or Tax thereon for the earliest accounting period or periods
in which income profits or gains or Tax thereon, arises or arose, against which
such Accounts Relief could have been applied but for such denial or loss);


event  means any event, act,
transaction or omission;


Group Relief means the surrender of any relief to or by any member of the Retained
Group by or to any Target Company in compliance with the laws of the
jurisdiction in which such Target Company is located;


income, profits or gains means income, profits or gains or any
other standard or measure for the purposes of any Tax and references to income,
profits or gains earned, accrued or received on or before a particular date
shall include income, profits or gains deemed or treated for tax purposes as
earned, accrued or received on or before that date;


Overprovision  means, applying the
accounting policies, principles and practices adopted in relation to the
preparation of the Closing Statement (and ignoring the effect of any change in
law made or action taken by the Share Purchaser or any Target Company after
Closing, or any relief arising after Closing), the amount by which any contingency
or provision in the Closing Statement relating to Tax is overstated;


Purchaser’s Group  means the Share
Purchaser and any other company or companies which either are or become after
Closing, or have within the six years ending at Closing been, treated as
members of the same group as, or otherwise connected or associated in any way
with, the Share Purchaser for any Tax purpose;


Purchaser’s Relief means:


(a)                                  any relief arising to
any Target Company to the extent that it either arises in respect of an event
occurring or income,
profits or gains earned, accrued or received or period or part period
commencing after Closing; or


(b)                                 any relief arising to
any member of the Purchaser’s Group (other than any Target Company); or


(c)                                  any Accounts Relief;



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relief  includes, unless the
context otherwise requires, any allowance, credit, deduction, exemption or set-off
in respect of any Tax or relevant to the computation of any income, profits or
gains for the purposes of any Tax, or any right to or actual repayment of or
saving of Tax, and any reference to the use or set off of relief shall be
construed accordingly;


Retained Group  means the Share Sellers and any other company or companies (other than any Target Company) which
either are or become after Closing, or have been, treated as members of the
same group as, or otherwise connected or associated in any way with, the Share
Sellers for any Tax purpose;


Tax  or  Taxation  means (a) taxes on income, profits and gains, and
(b) all other taxes, levies, duties,
imposts, charges and withholdings or deductions in the nature of Taxation, including any excise, inheritance, property, value added, sales, transfer, franchise,
wealth, wage, secondary wage and payroll Taxes and any national insurance or
social security contributions, pensions charges and statutory health insurance
payments of any jurisdiction and whether directly or primarily
chargeable against, recoverable from or attributable to any Target Company or
any other person together with all penalties, fines, charges and interest relating to any of the foregoing or to any late or
incorrect return in respect of any of them;


Tax Authority  means any Taxing or
other authority (whether within or outside the United Kingdom) competent to
impose any Tax liability, or assess or collect any Tax;


Tax Claim means:


(a)                                  the issue of any
notice, demand, assessment, letter or other document by or on behalf of any Tax
Authority or the taking of any other action by or on behalf of any Tax
Authority (including the imposition, or any document referring to the possible
imposition, of any withholding of or on account of Tax);  or


(b)                                 the preparation or
submission of any notice, return, assessment, letter or other document by the
Share Purchaser, any Target Company, or any other person,


from
which it appears that a Tax Liability may be incurred by or may be imposed on
any Target Company, being a Tax Liability which could give rise to a liability
for the Share
Sellers under this Schedule (whether alone or
in conjunction with other Claims); and


Tax Liability means an Actual Tax
Liability or a Deemed Tax Liability.


1.2           General.  In this Schedule:


(a)                                  the headings in this Schedule shall not affect its
interpretation; and


(b)                                 references to claims, liabilities or payments under this Schedule shall
include, for the avoidance of doubt, claims, liabilities and payments in
respect of a breach of any of the Tax Warranties; and


(c)                                  persons
shall be treated as connected if they are connected within the meaning of
section 839 of the Income and Corporation Taxes Act 1988.


1.3           Part B: deemed end of
accounting period.  In Part B of this Schedule:


(a)                                  for the purposes of determining whether:


(i)                           a Tax Liability or
relief has arisen, or



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(ii)                        any Target Company is or becomes entitled to a right to repayment or
receives an actual repayment of Tax


in
either case, in respect of a period ended on or before Closing or in respect of
a period commencing after Closing, an accounting period of the Target Company
concerned shall be deemed to have ended on Closing; and


(b)                                 for the purposes of determining whether:


(i)                           any income, profits or gains have been earned, accrued or received, or


(ii)                        an event has occurred


in
either case, on or before Closing or after Closing, an accounting period of the
Target Company concerned shall be deemed to have ended on Closing.


1.4           Part
B: paragraph references.  References in Part B of this Schedule to
paragraphs are, unless otherwise stated, references to paragraphs in Part B.


 



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SCHEDULE 11



INTER-COMPANY DEBT


Inter-Company
Trading Debt


1.     In relation to Inter-Company Trading Debt:


(a)                                  the Purchaser shall procure that any Inter-Company
Trading Debt which is owed by any Target Company (or the Business Purchaser (as
the case may be)) is paid to the relevant member of the Sellers’ Group in the
ordinary course of business and in any event no later than 90 days after the
Closing Date; such payments shall be made in accordance with clause 18.1;
and


(b)                                 the Sellers shall procure that any Inter-Company
Trading Debt which is owed by any member of the Sellers’ Group is paid to the
relevant Target Company (or the Business Purchaser (as the case may be)) in the
ordinary course of business and in any event no later than 90 days after the
Closing Date; such payments shall be made in accordance with clause 18.2.


Payment at Closing of
Estimated Inter-Company Non-Trading Debt


2.     In relation to Inter-Company Non-Trading Debt owed
between any Target Company and a member of the Sellers’ Group:


(a)                                  the Purchaser shall procure that, at Closing, the
Nominated Target Company (for itself or, as the case may be, as agent for each
relevant Target Company) pays to NAIHC (for itself or, as the case may be, as
agent for the members of the Sellers’ Group to which the relevant Inter-Company
Non-Trading Payables are owed) an amount in the applicable currency equal to
each of the Estimated Inter-Company Non-Trading Payables (if any) of each
Target Company which is estimated to be owed to any member of the Sellers’ Group.  For the avoidance of doubt, the requirement
that the Purchaser ‘procure’ in this paragraph 2(a) includes the requirement
that the Purchaser shall provide the necessary amount to the Nominated Target
Company;


(b)                                 NAIHC shall at Closing (for itself or, as the case may
be, as agent for each relevant member of the Sellers’ Group) pay to the
Nominated Target Company (for itself or, as the case may be, as agent for the
Target Companies to which the relevant Inter-Company Non-Trading Receivables
are owed) an amount in the applicable currency equal to each of the Estimated
Inter-Company Non-Trading Receivables (if any) of each Target Company which are
estimated to be owed by any member of the Sellers’ Group,


and the Inter-Company Non-Trading Debt shall be treated
as discharged to the extent of that payment. 
For the purposes of this Schedule, the Nominated
Target Company is any one Target Company nominated to make and
receive the applicable payments by notice in writing from the Sellers to the
Purchaser at least 2 Business Days before Closing or before the date on which
payments are due to be made pursuant to paragraph 5 of this Schedule (as the
case may be).


3.     Any payment of Estimated Inter-Company Non-Trading
Debt pursuant to paragraph 2 of this Schedule shall be deemed to be a
payment first, to the extent possible, of all interest 



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accrued on the relevant
Inter-Company Non-Trading Debt and thereafter of the relevant principal amount.


Final repayment of
Inter-Company Non-Trading Debt


4.     When the Closing Statement has been finally agreed or
determined in accordance with Schedule 12, the following payments shall be
made in respect of any Inter-Company Non-Trading Debt which is owed, or
estimated to be owed, between a Target Company and a member of the Sellers’ Group:


(a)                                  if the actual amount of any such (i) Inter-Company
Non-Trading Payable is greater than the applicable Estimated Inter-Company
Non-Trading Payable or (ii) Inter-Company Non-Trading Receivable is
less than the applicable Estimated Inter-Company Non-Trading Receivable, then
the Purchaser shall procure that the Nominated Target Company (for itself or,
as the case may be, as agent for each relevant Target Company) pays to the
Seller that sold the relevant Target Company (for itself or, as the case may be,
as agent for the relevant member of the Sellers’ Group) an amount in the
applicable currency equal to the difference;


(b)                                 if the actual amount of any such (i) Inter-Company
Non-Trading Payable is less than the applicable Estimated Inter-Company
Non-Trading Payable or (ii) Inter-Company Non-Trading
Receivable is greater than the Estimated Inter-Company Non-Trading Receivable,
then the Seller that sold the relevant Target Company shall (for itself or, as
the case may be, as agent for the relevant member of the Sellers’ Group) pay to
the Nominated Target Company (for itself or, as the case may be, as agent for
the relevant Target Company) an amount in the applicable currency equal to the
difference.


Any amount payable under
this paragraph 4 shall be paid with interest, in the applicable currency, on
such amount for the period from (but excluding) the Closing Date to (but
including) the due date for payment under paragraph 5 calculated on a
daily basis.  The rate of interest shall
be the rate applicable to the relevant Inter-Company Non-Trading Debt under the
terms on which it was outstanding at Closing.


5.     For the avoidance of doubt, if no estimate of an
Inter-Company Non-Trading Debt is included in Exhibit 5, then the Estimated
Inter-Company Non-Trading Payable or the Estimated Inter-Company Non-Trading
Receivable in that case shall be deemed to be zero and the whole amount of that
Inter-Company Non-Trading Debt shall be payable pursuant to paragraph 4.


6.     Any payments to be made pursuant to paragraph 4 of
this Schedule shall be made within 5 Business Days of the date on which the
Closing Statement is agreed or determined in accordance with
Schedule 12.  Such payment shall be
made in accordance with clause 18.1 or 18.2, as the case may be.



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SCHEDULE 12



POST CLOSING FINANCIAL ADJUSTMENTS


Part A
: Preliminary


1.     In preparing the Closing Statement:


(a)                                  the items and amounts to be included in the
calculation of External Debt, Cash, Inter-Company Non-Trading Debt, Working
Capital for the purposes of the Closing Statement shall be identified by
applying the relevant definition in Schedule 13 (subject, where
applicable, to the provisions of Part A of this Schedule);


(b)                                 in applying each such definition and the provisions of
Part A of this Schedule and determining which items and amounts are to be
included in the Closing Statement, if and to the extent that the treatment or
characterisation of the relevant item or amount or type or category of item or
amount:


(i)                           is dealt with in the specific accounting
treatments set out in Part B below (the Specific Accounting
Treatments), the relevant Specific Accounting Treatment(s) shall
apply;


(ii)                        is dealt with in the accounting policies
set out in the document entitled “Summary of Significant Accounting Policies”
set out in the Data Room under “Corporate Folders”, sub folder 4.1 “Accounting
Policies” (the Summary
Policies) and is not dealt with in the Specific Accounting
Treatments, the relevant Summary Policies shall apply; and


(iii)                     is dealt with in neither the Specific Accounting
Treatments nor the Summary Policies, US GAAP shall apply.


2.     None of the following are included in External Debt,
Cash, Inter-Company Non-Trading Debt or Working Capital and, accordingly, none
of them shall be included in the Closing Statement:


(a)                                  any Excluded Asset or Excluded Liability of the
Business Seller;


(b)                                 any amount in respect of the Bonus Payments;


(c)                                  any amount in respect of deferred tax (whether as a
liability or an asset);


(d)                                 any amount in respect of corporation tax, group relief
or any other amount in respect of tax on income, profits or gains (whether as a
creditor, provision, debtor or otherwise); and


(e)                                  any Costs incurred by any Target Company or the
Business Seller in connection with the Proposed Transactions.


3.     For the purposes of calculating:


(a)                                  External Debt, Cash and Working Capital for any Target
Company;


(b)                                 Working Capital for the Business; and



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(c)                                  the amount of any particular Inter-Company Non-Trading
Debt owed between Target Companies which are not in the same Target Sub-Group,


any amounts which are to
be included in any such calculation which are expressed in a currency other
than US$ shall be converted into US$ at the Exchange Rate as at the Closing
Date.


4.     Any Inter-Company Non-Trading Debt owed between any
Target Company, on the one hand, and a member of the Sellers’ Group, on the
other hand, which is expressed in a currency other than US$ shall be calculated
and agreed or determined in the currency in which it is expressed.


5.     References in this Schedule 12 and Exhibit 5 to
any “Estimated” amount means that amount agreed by the Sellers and the
Purchaser in good faith.  The Estimated
Inter-Company Non-Trading Debt amounts included in Part B of Exhibit 5 (the Initial Estimates)
shall, so far as reasonably practicable, be updated by the Sellers acting in
good faith and delivered to the Purchaser in writing in the format of Part B of
Exhibit 5 no later than 27 March 2007 (the Updated Estimates).  The Sellers shall provide such information as
may reasonably be requested by the Purchaser to demonstrate to the Purchaser’s
reasonable satisfaction that the Updated Estimates are based on the accounting
records of the Target Companies.  The
Updated Estimates shall only supersede the Initial Estimates to the extent they
are agreed in writing between the Purchaser and the Sellers no later than 29
March 2007.


Part B
: Specific Accounting Treatments


The following Specific Accounting Treatments shall
apply in the preparation of the Closing Statement:


1.     Accounts Receivables.  For the purpose
of calculating Working Capital, the following shall apply to the following line
items (as set out in Part B of this Schedule 12):


(a)                                  Accounts receivable — trade: 
An adjustment shall be made to “accounts receivable — trade” to the
extent of the difference between:


(i)                           the number as at the Reference Time
calculated by applying the Agreed External DSO Figure for the relevant Target
Company to the actual external revenue for the relevant period ending at the
Reference Time; and


(ii)                        the actual trade accounts receivable as
at the Reference Time, as per hyperion accounts.


(b)                                 Accounts receivable — intercompany: 
An adjustment shall be made to “accounts receivable — intercompany” to
the extent of the difference between:


(i)                           the number as at the Reference Time calculated
by applying the Agreed Internal DSO Figure for the relevant Target Company to
the actual intercompany revenue for the relevant period ending at the Reference
Time; and


(ii)                        the actual intercompany accounts
receivable as at the Reference Time, as per hyperion accounts.



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(c)                                  Accounts payable — external: 
An adjustment shall be made to “accounts payable — external” to the
extent of the difference between:


(i)                           the number as at the Reference Time
calculated by multiplying the Agreed Invoiced AP Cost Percentage for the
relevant Target Company by the actual external invoiced cost for the relevant
month ending at the Reference Time; and


(ii)                        the actual external accounts payable as
at the Reference Time, as per hyperion accounts.


(d)                                 Accrued payable — intercompany: 
An adjustment shall be made to “accrued payable — intercompany” to the
extent of the difference between:


(i)                           the number as at the Reference Time
calculated by multiplying the Agreed DPO Figure for the relevant Target Company
to the actual intercompany cost for the relevant period ending at the Reference
Time; and


(ii)                        the actual accrued expenses as at the
Reference Time, as per hyperion account.


(e)                                  Accrued PTE:  An adjustment
shall be made to “Accrued PTE” to the extent of the difference between:


(i)                           the number calculated by multiplying the
Agreed Invoiced Accrued PTE Cost Percentage for the relevant Target Company by
the actual accrued PTE (purchase transport expense) for the relevant month
ending at the Reference Time; and


(ii)                        the actual accrued PTE as at the
Reference Time, as per hyperion accounts.


2.     Information available for Closing Statement. 
Information available up until the date of delivery of the draft Closing
Statement by the Purchaser under paragraph 1 of Part B below shall be taken
into account insofar as it provides evidence of the state of affairs of the
businesses of the Target Companies at Reference Time.


3.     No re-appraisal of asset values. 
The Closing Statement shall not re-appraise the value of any of
the assets of the Target Companies as a result of the change in their ownership
(or any changes in the business of the Target Companies since Closing following
such change in ownership) except only as specifically set out in this Schedule.


Part C
: Closing Statement


1.     The Purchasers shall, or shall procure that the
Purchasers’ accountants shall, after Closing prepare a draft statement (the Closing Statement) showing the (i)
External Debt, Cash, Inter-Company Non-Trading Debt and Working
Capital of each Target Company; and (ii) the Working Capital of the Business,
in each case as at the Closing Date. 
Each statement of Working Capital shall be based on the line items set
out in Part D of Exhibit 5. The Closing Statement shall be in the form set out
in Part C of Exhibit 5 and incorporate separate statements in the form set
out in Part D of that Exhibit showing the calculation of the Working Capital of
each Target Company and the Business. 
The Purchasers shall deliver the draft Closing Statement to the Sellers
within 90 days after Closing.



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2.     The Sellers shall notify the Purchasers in writing (an
Objection Notice) within 45 days
after receipt whether or not they accept the draft Closing Statement for the
purposes of this Agreement.  An Objection
Notice shall set out in detail the Sellers’ reasons for such non-acceptance
and specify the adjustments which, in the Sellers’ opinion, should be made to
the draft Closing Statement in order for it to comply with the requirements of
this Agreement.  Except for the matters
specifically set out in the Objection Notice, the Sellers shall be deemed to
have agreed the draft Closing Statement in full.


3.     If the Sellers serve an Objection Notice in accordance
with paragraph 2, the Sellers and the Purchasers shall use all reasonable
efforts to meet and discuss the objections of the Sellers and to agree the
adjustments (if any) required to be made to the draft Closing Statement, in
each case within 15 days after receipt by the Purchasers of the Objection
Notice.


4.     If the Sellers are satisfied with the draft Closing
Statement (either as originally submitted or after adjustments agreed between
the Sellers and the Purchaser pursuant to paragraph 3) or if the Sellers fail
to give a valid Objection Notice within the 45 day period referred to in
paragraph 2, then the draft Closing Statement (incorporating any agreed
adjustments) shall constitute the Closing Statement for the purposes of this
Agreement.


5.     If the Sellers and the Purchasers do not reach
agreement within 15 days of receipt by the Purchasers of the Objection Notice,
then the matters in dispute may be referred (on the application of either the
Sellers or the Purchasers) for determination by the London office of Grant
Thornton or, if that firm is unable or unwilling to act, by such other
independent firm of chartered accountants of international standing as the
Sellers and the Purchasers shall agree or, failing agreement, appointed by the
President for the time being of the Institute of Chartered Accountants in
England and Wales (the Firm).  The Firm shall be requested to make its
decision within 45 days (or such later date as the Sellers, the Purchasers and
the Firm agree in writing) of confirmation and acknowledgement by the Firm of
its appointment.  The following
provisions shall apply once the Firm has been appointed:


(a)                                  the Sellers and Purchasers shall each prepare a
written statement within 15 days of the Firm’s appointment on the matters in
dispute which (together with the relevant supporting documents) shall be
submitted to the Firm for determination and copied at the same time to the
other;


(b)                                 following delivery of their respective submissions,
the Purchasers, on the one hand, and the Sellers, on the other, shall each have
the opportunity to comment once only on the other’s submission by written
comment delivered to the Firm not later than 10 days after receipt of the other’s
submission and, thereafter, neither the Sellers nor the Purchasers shall be
entitled to make further statements or submissions except insofar as the Firm
so requests (in which case it shall, on each occasion, give the other parties
(unless otherwise directed) 10 days to respond to any statements or submission
so made);


(c)                                  in giving its determination, the Firm shall state what
adjustments (if any) are necessary, solely for the purposes of this Agreement,
to the draft Closing Statement in respect of the matters in dispute in order to
comply with the requirements of this Agreement and to determine finally the
Closing Statement;


(d)                                 the Firm shall act as an expert (and not as an
arbitrator) in making its determination which shall, in the absence of manifest
error, be final and binding on the parties and, without prejudice to any other
rights which they may respectively have under this Agreement, the parties
expressly waive, to the extent permitted by law, any rights of recourse they
may otherwise have to challenge it.



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6.     The Sellers and the Purchasers shall each be
responsible for their own costs in connection with the preparation, review and
agreement or determination of the Closing Statement.  The fees and expenses of the Firm shall be
borne equally between the Sellers and the Purchasers or in such other
proportions as the Firm shall determine.


7.     If the Sellers serve an Objection Notice, it shall
ensure that the Purchasers and the Purchasers’ accountants shall be given
reasonable access to the Sellers’ and the Sellers’ accountants’ working papers
relating to the adjustments proposed in the Objection Notice and any other
submissions by or on behalf of the Seller in relation to the Closing Statement.
For the purpose of this Schedule 12, the Purchasers shall provide to the
Sellers and the Sellers’ accountants full access to the books and records,
employees and premises of the Target Companies and, where relevant, of the
Purchaser for the period from the Closing Date to the date that the draft
Closing Statement is agreed or determined.


8.     When the Closing Statement has been agreed or
determined in accordance with the preceding paragraphs, then the amounts shown
in the Closing Statement as the Working Capital, External Debt, Cash,
Inter-Company Non-Trading Debt for each Target Company and the Working Capital
for the Business shall be final and binding for the purposes of this Agreement.


Part D
: Financial Adjustments


1.     When the Closing Statement has been finally agreed or
determined in accordance with this Schedule 12, the following adjustments
shall be made to each Initial Share Price and/or the Initial Business Price.


2.     For the purpose of this Part D, the Relevant Seller is the Seller that
has sold the relevant Target Sub-Group or, in the case of paragraph 3 below,
the Seller that has (i) sold Shares in a Target Company that was incorporated
in the relevant jurisdiction; or (ii) sold Shares in a Target Company
which has one or more Subsidiaries incorporated in that jurisdiction; or the
Business Seller, as applicable.


Working
Capital


3.     In relation to Working Capital:


(a)                                  if the aggregate Working Capital of all Target
Companies incorporated in an individual jurisdiction is greater than the Target
Country Working Capital for that jurisdiction, then the Share Purchaser shall
pay an amount equal to the difference to NAIHC (for itself or, as the case may
be as agent for the Relevant Seller);


(b)                                 if the aggregate Working Capital of Target Companies
incorporated in an individual jurisdiction is less than the Target Country
Working Capital for that jurisdiction, then NAIHC (for itself or, as the case
may be as agent for the Relevant Seller) shall pay an amount equal to the
difference to the Share Purchaser;


(c)                                  if the Working Capital of the Business is greater than
the Target Business Working Capital, then the Business Purchaser shall pay an
amount equal to the difference to the Business Seller; or



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(d)                                 if the Working Capital of the Business is less than
the Target Business Working Capital, then NAIHC (as agent for the Business
Seller) shall pay an amount equal to the difference to the Business Purchaser,


provided that no payments
shall be made at all pursuant to this paragraph 3 if the amount of the
difference between the aggregate Working Capital of all Target Companies and
the Business together and the aggregate of the Target Country Working Capital
for all jurisdictions and the Target Business Working Capital together is less
than US$ 300,000.


External
Debt


4.     In relation to External Debt:


(a)                                  if the aggregate External Debt of a Target Sub-Group
is less than its Estimated External Debt, then the Share Purchaser shall pay an
amount equal to the difference to NAIHC (for itself or, as the case may be as
agent for the Relevant Seller); or


(b)                                 if the aggregate External Debt of a Target Sub-Group
is greater than its Estimated External Debt, then NAIHC (for itself or, as the
case may be as agent for the Relevant Seller) shall pay an amount equal to the difference
to the Share Purchaser.


Cash


5.     In relation to Cash:


(a)                                  if the aggregate Cash of a Target Sub-Group is greater
than its Estimated Cash, then the Share Purchaser shall pay an amount equal to
the difference to NAIHC (for itself or, as the case may be as agent for the
Relevant Seller); or


(b)                                 if the aggregate Cash of a Target Sub-Group is less
than its Estimated Cash, then NAIHC (for itself or, as the case may be as agent
for the Relevant Seller) shall pay an amount equal to the difference to the Share
Purchaser.


Inter-Company
Non-Trading Debt


6.     In relation to Inter-Company Non-Trading Debt owed
between Target Companies which are in different Target Sub-Groups:


(a)                                  if any such (i) Inter-Company Non-Trading Payable is
greater than the applicable Estimated Inter-Company Non-Trading Payable or
(ii) Inter-Company Non-Trading Receivable is less than the
applicable Estimated Inter-Company Non-Trading Receivable, then NAIHC (for
itself or, as the case may be as agent for the Relevant Seller) shall pay an amount
equal to the difference to the Share Purchaser;


(b)                                 if any such (i) Inter-Company Non-Trading Payable is
less than the applicable Estimated Inter-Company Non-Trading Payable or (ii)
Inter-Company Non-Trading Receivable is greater than the applicable Estimated
Inter-Company Non-Trading Receivable, then the Share Purchaser shall pay an
amount equal to the difference to NAIHC (for itself or, as the case may be as
agent for the Relevant Seller).


7.     In relation to Inter-Company Non-Trading Debt owed
between a Target Company and a member of the Sellers’ Group:



 83
 









(a)                                  if any such (i) Inter-Company Non-Trading Payable is
greater than the applicable Estimated Inter-Company Non-Trading Payable or (ii)
Inter-Company Non-Trading Receivable is less than the applicable Estimated
Inter-Company Non-Trading Receivable, then NAIHC (for itself or, as the case
may be as agent for the Relevant Seller) shall pay to the Share Purchaser an
amount in US$ equal to the difference;


(b)                                 if any such (i) Inter-Company Non-Trading Payable is
less than the applicable Estimated Inter-Company Non-Trading Payable or (ii)
Inter-Company Non-Trading Receivable is greater than the applicable Estimated
Inter-Company Non-Trading Receivable, then the Share Purchaser shall pay to
NAIHC (for itself or, as the case may be as agent for the Relevant Seller) an
amount in US$ equal to the difference.


If any amount required to
be paid under Schedule 11 in respect of any Inter-Company Non-Trading Debt
is expressed in a currency other than US$, the corresponding amount in US$ to
be paid under this paragraph 7 shall be calculated by converting that
amount into US$ at the Exchange Rate as at the Business Day which is 2 clear
Business Days before payment is required to be made under paragraph 10
below.


General


8.     Any payment required to be made pursuant to any of
paragraphs 3 to 7 inclusive of this Part D shall be paid by the relevant
Seller or Purchaser (as the case may be) together with an interest on such
payment at the Interest Rate for the period from (but excluding) the Closing
Date to (and including) the due date for payment pursuant to the relevant
clause, calculated on a daily basis.


9.     To the extent that the amount of interest (if any)
payable pursuant to paragraph 4 of Schedule 11 (the Actual
Interest Amount) in respect of the difference between an
Estimated Inter-Company Non-Trading Payable and the actual amount of that
Inter-Company Non-Trading Payable, or in respect of the difference between an
Estimated Inter-Company Non-Trading Receivable and the actual amount of that
Inter-Company Non-Trading Receivable, is not the same as the amount of interest
which would otherwise be payable in respect of that difference pursuant to
paragraph 8 above, then the amount of interest payable pursuant to paragraph 8
above in respect of the relevant Inter-Company Non-Trading Debt shall equal the
Actual Interest Amount.


10.   The Sellers and Purchasers agree that, once the
Closing Statement has been agreed or determined in accordance with the
provisions of 0 of this Schedule 12, the sums which each is respectively
obliged to pay pursuant to this Part D shall be aggregated and set off
against each other.  Whichever of the
Sellers or Purchasers (as the case may be) is then left with any payment
obligation under this Part D shall make the applicable payment(s) within
5 Business Days of the date on which the Closing Statement is agreed or so
determined.  Any such payment shall be
made in accordance with the provisions of clause 18.1 or 18.2 of this
Agreement, as the case may be.


 



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SCHEDULE 13



DEFINITIONS AND INTERPRETATION


1.     Definitions. In this Agreement, the following words and
expressions shall have the following meanings:


Accounts
means:


(a)                                  in
relation to any financial year of each Target Company, the audited balance
sheet of that Target Company (and, where relevant, the audited consolidated
balance sheet of that Target Company and its subsidiary undertakings) and the
audited profit and loss account of that Target Company (and, where relevant,
the audited consolidated profit and loss account of that Target Company and its
subsidiary undertakings) as at the Accounts Date in respect of that financial
year; and


(b)                                 in
relation to any financial year of the Business Seller, the audited balance
sheet of the Business Seller, insofar as it relates to the Business and the
audited profit and loss account of the Business Seller, insofar as it shows the
results of operations of the Business, as at the Accounts Date in respect of
that financial year,


each in the form contained in the Data Room and in
each case together with any notes, reports, statements or documents included in
or annexed or attached to them;


Accounts Date  means
31 December;


Adjusted Shares has
the meaning given in clause 2.5(a);


Adjusted Shares
Seller has the meaning given in clause 2.5(b);


Affiliate
means, in relation to any party, any subsidiary or parent company of that party
and any subsidiary of any such parent company, in each case from time to time;


Agreed DPO Figure
means the figure set out opposite the name of the Relevant Company in column D
of the Working Capital Calculations Table;


Agreed External DSO
Figure means the figure set out opposite the name of the
Relevant Company in column A of the Working Capital Calculations Table;


Agreed Form
means, in relation to a document, the form of that document as initialled on
the date of this Agreement for the purpose of identification by or on behalf of
the Sellers and the Purchasers, and in relation to the ARAs and the Preferred
Representative Agreements only, substantially in the form of that document as
initialled on the date of this Agreement for the purpose of identification by
or on behalf of the Sellers and the Purchasers and subject to such amendments
and inclusion of such additional information as indicated in those documents,
(in each case with such amendments as may be agreed in writing by or on behalf
of the Sellers and the Purchaser);


Agreed Internal DSO Figure means the figure
set out opposite the name of the Relevant Company in column B of the Working
Capital Calculations Table;



 85
 









 


Agreed Invoiced AP Cost
Percentage means the percentage set out opposite the name of
the Relevant Company in column C of the Working Capital Calculations Table;


Agreed Invoiced Accrued PTE Cost
Percentage means the percentage set out opposite the name of
the Relevant Company in column E of the Working Capital Calculations Table;


Agreement has
the meaning given in clause 37;


Annual Bonus has
the meaning given in clause 8.1


ARA
or Authorised
Representative Agreement means the authorised representative
agreements in the Agreed Form to be entered into by (i) Allied Van Lines, Inc.;
(ii) certain members of the Purchasers’ Group; and (iii) each of the
Target Companies save for the Target Companies incorporated in Denmark, Norway
and Sweden;


Assumed Liabilities
means all Business Liabilities and all Liabilities of any
kind (whether actual or contingent, past, present or future) relating to the
Business Properties, in each case excluding the Excluded Liabilities;


Bonus Payments has
the meaning given in clause 8.1;


Business means
all of the business carried on by the Business Seller as at Closing, including
the Business Assets but excluding the Excluded Assets, Excluded Business Debt,
Excluded Contracts and Excluded Liabilities;


Business Assets means,
in relation to the Business, all the property, undertaking, rights and assets
of the Business Seller in the past, present and future relating to the
Business, including any assets falling into the categories of assets set out in
Part A of Schedule 2 but excluding the Excluded Assets;


Business Claims means
the benefit of all rights and claims arising from the carrying on of the
Business by the Business Seller (whether arising on, prior to or after Closing)
but excluding rights and claims to the extent that they relate to taxation or
to any of the Excluded Assets, Excluded Contracts or the Excluded Liabilities;


Business Contracts means,
in relation to the Business Seller, all contracts, engagements, licences,
guarantees and other commitments to the extent that they relate to the Business
entered into by or on behalf of, or the benefit of which is held on trust for
or has been assigned to, the Business Seller prior to Closing (including
agreements, leases or other documents relating to ownership or occupation of
Business Properties but, for the avoidance of doubt, excluding the Excluded
Contracts);


Business Day means
a day other than a Saturday or Sunday or public holiday in England and Wales on
which banks are open in London and New York for general commercial business;


Business Employees
means all of the employees of the Business Seller employed immediately prior to
the execution of this Agreement;


Business Goodwill means
the goodwill relating to the Business, together with the exclusive right for
the Purchaser to represent itself as carrying on the Business in succession to
the Business Seller;


Business
Information means, in relation to the Business, all
information in respect of which the Business Seller has a right to transfer
possession to the Purchaser Group to the extent that such information relates
exclusively or predominantly to the Business;



 86
 









 


Business IP means
the Owned IP and all other Intellectual Property Rights used by the Target
Companies and, in relation to the Business, the Business Seller;


Business
Liabilities means all Liabilities of any kind (whether
actual or contingent, past, present or future) of the Business Seller whether
or not related to the Business (including Trade Creditors, but excluding any
Liabilities relating to any Business Properties), and Business Liability
means any one of them;


Business Loose
Plant and Equipment means, in relation to the Business,
all the loose plant, machinery, equipment, tooling, computer hardware,
furniture and vehicles of the Business Seller (not being business fixtures and
fittings) used for the purposes of that Business;


Business Properties
means the freehold and leasehold properties of the
Business Seller short particulars of which are set out in Part B of Exhibit 4;


Cash means,
in relation to each Target Company, the aggregate of its cash (whether in hand
or credited to any account with any banking, financial, acceptance credit,
lending or other similar institution or organisation) and its cash equivalents,
including all interest accrued thereon, as at Closing, as shown by the books of
that Target Company (but, for the avoidance of doubt, excluding any
Inter-Company Non-Trading Receivables (and any interest thereon) and all items
to be treated as debtors in Working Capital); save that in relation to Majortrans
Flytteservice AS only, Cash
shall be attributed the foregoing meaning, but in calculating
the amount of Cash attributable to Majortrans Flytteservice AS, for up to the
first US$900,000 shall be multiplied by a factor of 0.75 (and, for the avoidance
of doubt, thereafter shall be calculated on a US$1.00 for US$1.00 (dollar for
dollar) basis);


Claim means
any claim under or for breach of this Agreement;


Closing
means completion of the sale and purchase of the Shares and the Business in
accordance with the provisions of this Agreement;


Closing Date
has the meaning given in clause 4.1;


Closing Statement has
the meaning given in Schedule 12;


Competition Law
means any law, regulation or administration process relating to fair
competition, anti-trust, fair trading, consumer protection, monopolies, mergers
or other similar matters and without limiting the foregoing includes Articles
81 and 82 of the EC Treaty;


Confidential Information has
the meaning given in clause 20.1;


Costs means
losses, damages, costs (including reasonable legal costs) and expenses
(including Taxation), in each case of any nature whatsoever;


Customer Liability has
the meaning given in clause 5.5;


Data Room means
the data room comprising the documents and other information relating to the Target
Companies made available by the Sellers as set out in the CD Roms titled “Data
Site: Project Tiger” and dated 10 March 2007 in the Agreed Form;


Debt Free/Cash Free Price has
in relation to a Set of Shares the meaning given in clause 2.2 and, in relation
to the Business, the meaning given in clause 2.3;



 87
 









 


Default Interest
means interest at Euro LIBOR plus 6 per cent.;


Disclosure Letter
means the letter from the Sellers to the Purchasers executed and delivered
immediately before the signing of this Agreement;


Employees
means:


(a)                   in
relation to the Share Sellers, the employees employed by the relevant Target
Companies immediately prior to Closing; and


(b)                  in relation to
the Business Seller, all of the Business Employees;


Environment
means all or any of the following media, namely air (including the air within
buildings or other natural or man-made structures above or below ground), water
or land;


Environmental Consents
means any material permit, licence, authorisation, approval or consent required
under Environmental Laws for the carrying on of the business of any Target
Company, or the Business, or the use of, or any activities or operations
carried out at, any Property;


Environmental Laws
means all international, European Union, national, state, federal, regional or
local laws (including common law, statute law, civil and criminal law) which
are in force and binding at the date of this Agreement, to the extent that they
relate to Environmental Matters;


Environmental Matters
means all matters relating to the pollution or protection of the Environment;


Environmental Warranties means
the warranties set out in Part D of Schedule 2;


Estimated Cash
means, in relation to each Target Sub-Group, the estimate of what the Cash
attributable to that Target Sub-Group will be at Closing, as shown in
Part A of Exhibit 5;


Estimated External Debt
means, in relation to each Target Sub-Group, the estimate of what the External
Debt attributable to that Target Sub-Group will be as at Closing, as shown in
Part A of Exhibit 5;


Estimated Inter-Company Non-Trading
Debt means any Estimated Inter-Company Non-Trading
Payables and any Estimated Inter-Company Non-Trading Receivables;


Estimated Inter-Company Non-Trading
Payables means the estimates of what the Inter-Company
Non-Trading Payables owed by any Target Company will be at Closing, as
shown in Part B of Exhibit 5;


Estimated Inter-Company Non-Trading
Receivables means the estimates of what the Inter-Company
Non-Trading Receivables owed to any Target Company will be at Closing, as shown
in Part B of Exhibit 5;


Euro LIBOR means
the London Interbank Offer Rate denominated in euros on the first business
banking day of the relevant month in which payment of a sum payable under this
Agreement was due but not paid;


Exchange Rate
means, with respect to a particular currency for a particular day, the spot
rate of exchange (the closing mid-point) for that currency into US$ on
such date as published in 



 88
 









the London edition of the Financial Times first
published thereafter or, where no such rate is published in respect of that
currency for such date, at the rate quoted by HSBC as at the close of business
in London on such date;


Excluded Assets means,
in relation to the Business, those properties, rights and assets relating to
the Business described in Part B of Schedule 2;


Excluded Business
Debt means, in relation to the Business Seller, the
Financial Debt of the Business Seller; and, for the avoidance of doubt,
Excluded Business Debt shall not include any Inter Company Trading Debt, any
Trade Creditors or any other items to be treated as creditors in Working
Capital;


Excluded Contracts means
the contracts described in Part C of Schedule 2;


Excluded
Liabilities means the Liabilities described in
Part D of Schedule 2;


Executive Bonus
Scheme means the Executive Bonus Scheme operated by the
Target Companies and the Business Seller pursuant to which certain Employees
are eligible for a bonus payment subject to achieving target criteria in
accordance with the terms of the scheme;


Exhibits
means exhibits 1 to 6 to this Agreement, and Exhibit
shall be construed accordingly;


External Debt means,
in relation to each Target Company, the aggregate of the Financial Debt owed by
that Target Company (as shown by the books of that Target Company) as at
Closing (together with any accrued interest) to any banking, financial,
acceptance credit, lending or other similar institution or organisation which,
in each case, is not a member of the Sellers’ Group; for the avoidance of
doubt, neither Inter-Company Non-Trading Payables (and any interest thereon)
nor any items to be treated as creditors in Working Capital constitute External
Debt;


Final Business Price has
the meaning given in clause 2.3;


Final Share Price has
the meaning given in clause 2.2;


Financial Adjustments means
any adjustment(s) required in accordance with Part D of Schedule 12;


Financial Debt
means borrowings and indebtedness in the nature of borrowing (including by way
of acceptance credits, discounting or similar facilities, loan stocks, bonds,
debentures, notes, overdrafts or any other similar arrangements the purpose of
which is to raise money) owed to any banking, financial, acceptance credit,
lending or other similar institution or organisation;


French Amended and
Restated Agreement has the meaning given in
clause 37;


GIT Insurance has the meaning
given in clause 12.2;


Governmental Entity means
any supra-national, national, state, municipal or local government
(including any subdivision, court, tribunal, administrative 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, including the European Union and the
European Commission;


group relief has
the meaning given in the Tax Covenant;



 89
 









 


Initial Cash Price means
the cash price payable on Closing under clause 2.4;


Initial Business Price has
the meaning given in clause 2.4(b);


Initial Share Price has
the meaning given in clause 2.4(a);


Intellectual Property Rights or IPR means patents, trade marks,
service marks, logos, get-up, trade names, internet domain names, rights in
designs, copyright (including rights in computer software) and moral rights,
database rights, semi-conductor topography rights, utility models, rights in know-how
and other intellectual property rights, in each case whether registered or
unregistered and all rights or forms of protection having equivalent or similar
effect anywhere in the world and registered
includes registrations and applications for registration;


Inter-Company
Assurances means all guarantees of any nature given to a
Target Company by a member of the Sellers’ Group;


Inter-Company Non-Trading Debt
means Inter-Company Non-Trading Payables and Inter-Company Non-Trading
Receivables;


Inter-Company Non-Trading
Payables means, in relation to each Target Company, any
amounts owed as at Closing by that Target Company to (i) any member of the
Sellers’ Group or (ii) any other Target Company which is not in the same Target
Sub-Group as that Target Company (which are neither Inter-Company
Trading Debt nor amounts in respect of tax or group relief), together with
accrued interest, if any, up to the date of Closing on the terms of the
applicable debt;


Inter-Company Non-Trading
Receivables means, in relation to each Target Company,
any amounts owed as at Closing to that Target company by (i) any member of the
Sellers’ Group or (ii) any other Target Company which is not in the same Target
Sub-Group as that Target Company (which are neither Inter-Company Trading Debt
nor amounts in respect of tax or group relief), together with accrued interest,
if any, up to the date of Closing on the terms of the applicable debt;


Inter-Company Trading Debt means
all amounts owed, outstanding or accrued in the ordinary course of trading,
including any VAT arising on such amounts, as between (i) any member of the
Sellers’ Group and any Target Company; or (ii) the Business Seller and any
member of the Sellers’ Group, as at Closing in respect of inter-company trading
activity and the provision of services, facilities and benefits between them;
for the avoidance of doubt, Inter-Company Trading Debt:


(a)                                  includes,
where applicable, amounts owed in respect of salaries or other employee
benefits (including payroll taxes thereon but excluding any bonuses and related
taxes), insurance (including health and motor insurance), pension and
retirement benefit payments, management training and car rental payments paid
or management services provided between them up to Closing; but


(b)                                 excludes
amounts due in respect of matters which would in the ordinary course of the
business of the Target Companies or the Business remain outstanding or
otherwise have the characteristics of an intra-group loan and also
excludes any amounts in respect of tax or group relief);


Interest Rate means
Euribor plus 4 per cent.;



 90
 









 


IT Systems means
the information and communications technologies used by the Target Companies
and, in relation to the Business, the Business Seller;


Key Managers means
those employees of the Target Companies or the Business whose names are set out
in Exhibit 6;


Last Accounts
means, in relation to any Target Company or the Business Seller, the Accounts
of that entity in respect of its financial year ended on the Last Accounts
Date, as set out in the Data Room;


Last Accounts Date
means 31 December 2005;


Liabilities
means all liabilities, costs, losses, fees, penalties and expenses, including
all reasonably incurred legal and other professional fees and costs;


Licence Agreements means
the licence agreements relating to the Promove Europe System in the Agreed Form
between SIRVA Belgium NV and each of (1) Team Relocations NV, (2) Transeuro
Desbordes Worldwide Relocations S.A.S. and SIRVA France, (3) Allied Arthur
Pierre SA, (4) Team Relocations BV and Allied Varekamp BV, and (5) Team
Relocations AG and SIRVA SA and each of the Target Companies incorporated or
with a branch in Hungary, Poland, the Czech Republic or Russia;


Local Statutory
Accounts Reconciliation Statement means the
reconciliation statement contained in the Data Room under “Corporate Documents”,
“Corporate Finance”, sub-folder 4.30;


Management Accounts
means the unaudited monthly management accounts during the period commencing on
the Last Accounts Date and ending on the Management Accounts Date, as disclosed
in the Data Room under “Corporate Documents”, “Corporate Finance”, folder 4.31;


Management Accounts Date
means 31 December 2006;


Non-Exclusive
Information means information in the possession of
members of the Sellers’ Group which does not relate exclusively or
predominantly to the businesses of the Target Companies or the Business;


New ARA Proposal has
the meaning given in clause 16.3;


Non-Tax Claim
means a Claim other than a Tax Claim;


Original Agreement
has the meaning given in
clause 37;


Original Parties has
the meaning given in clause 37;


Owned IP
means the Intellectual Property Rights owned by the Target Companies the
Intellectual Property Rights owned by the Business Seller and used in relation
to the business of the Target Companies and/or the Business.  The registered Owned IP is listed in
Exhibit 3;


Outstanding
External Debt has the meaning given in clause 14.4;


parent company means
any company which holds a majority of the voting rights in another company, or
which is a member of another company and has the right to appoint or remove a
majority of its board of directors, or which is a member of another company and
controls a 



 91
 









majority of the voting rights in it under an agreement
with other members, in each case whether directly or indirectly through one or
more companies;


Permitted Encumbrances
means security interests arising in the ordinary course of business or by
operation of law including security interests for taxation and other
governmental charges;


Preferred
Representative Agreements means the preferred
representative agreements in the Agreed Form to be entered into by (i) Allied
Van Lines, Inc.; (ii) certain members of the Purchasers’ Group; and (iii)
each of the Target Companies incorporated in Denmark, Norway and Sweden;


Pre-sale
Restructuring means the steps to be undertaken by members
of the Sellers’ Group and the Target Companies prior to Closing as set out in
the Pre-sale
Restructuring Memorandum in the Agreed Form;


Properties means
the Business Properties and the Target Companies’ Properties short particulars
of which are set out in Exhibit 4;


Proposed Transactions
means the transactions contemplated by the Transaction Documents;


Purchaser Obligation means
any warranty or undertaking to indemnify (including any covenant to pay
pursuant to the Tax Covenant) given by the Purchaser to the Sellers under this
Agreement;


Purchasers’ Bank Account means the
Purchaser’s bank account at ING Bank DK Rotterdam, Weena 501, 3013 AL
Rotterdam; account name Transeuro Amertrans International Holdings B.V.;
account number 65.80.00.683; IBAN: NL27 INGB 0658 0006 83; BIC: INGBNL2A
(and/or such other account(s) as the Sellers and Purchasers may agree in
writing);


Purchasers’ Group
means the Purchaser and its Affiliates from time to time;


Purchasers’ Representative has
the meaning given in clause 24.3;


Recipient has
the meaning given in clause 11.5(a);


Records has
the meaning given in clause 15.1;


Reduced Shares has
the meaning given in clause 2.8(a);


Reduced Shares
Seller has the meaning given in clause 2.8(b);


Reference Time
means 0.01 a.m. on 31 March 2007;


Relevant
Investigations means: (i) the investigation by the
European Commission in Case COMP/38.543 International Removal Services into
certain activities by the Business Seller; (ii) the investigation by the
Direction Générale de la Concurrence in Affaire No 04/0093F — Déménageurs
into certain activities by the Target Company incorporated in France; (iii) the
investigation by the European Commission in Case COMP/38.841 PO Related Services;
(iv) any investigation by the Belgian competition authorities into the
activities currently being investigated by the European Commission in Case
COMP/38.543 International Removal Services; and (v) any other regulatory
investigation by a Governmental Entity into the activities of any Target
Company or the Business Seller prior to Closing that are similar or related to
the activities referred to in (i) to (iv) above;



 92
 









 


relief has
the meaning given in the Tax Covenant;


Representatives
has the meaning given in clause 20.1;


Rest of Continental
Europe means Austria, Bulgaria, Cyprus (Greek section),
Estonia, Finland, Greece, Ireland, Italy, Latvia, Lithuania, Malta, Portugal,
Romania, Slovakia, Slovenia and Spain;


Sale Bonus has
the meaning given in clause 8.1;


Sanction Date has
the meaning given in clause 5.3;


Sellers’ Group
means the Sellers and their Affiliates from time to time but excluding the
Target Companies;


Sellers’ Group
Sanction has the meaning given in clause 5.4;


Seller Group Policies
has the meaning given in clause 12.3;


Seller Obligation
means any warranty or undertaking to indemnify (including any covenant to pay
pursuant to the Tax Covenant) given by the Sellers to the Purchaser under this
Agreement;


Sellers’ Bank Account
means in the case of:


(a)           North
American International Holding Corporation:


	
   

  	
  Bank Name:

  
	
   

  	
   

  
	
   

  	
  Bank Address:

  
	
   

  	
   

  
	
   

  	
  Routing Number:

  
	
   

  	
   

  
	
   

  	
  Beneficiary:

  
	
   

  	
   

  
	
   

  	
  Account Number:

  
	
   

  	
   

  
	
   

  	
  SWIFT address:

  
	
   

  	
   

  
	
   

  	
  Reference:

  



 


(b)           SIRVA
Holdings Limited:


	
   

  	
  Bank Name:

  
	
   

  	
   

  
	
   

  	
  Sort Code:

  
	
   

  	
   

  
	
   

  	
  Bank Address:

  
	
   

  	
   

  
	
   

  	
  SWIFT Code:

  
	
   

  	
   

  
	
   

  	
  Beneficiary:

  
	
   

  	
  Account Number:

  
	
   

  	
   

  
	
   

  	
  IBAN Number:

  
	
   

  	
   

  
	
   

  	
  Reference:

  



 



 93















 


	
  (c)

  	
  Pierre Finance
  Nederland Renting BV:

  
	
   

  	
   

  
	
   

  	
  Bank Name:

  
	
   

  	
   

  
	
   

  	
  Bank Address:

  
	
   

  	
   

  
	
   

  	
  SWIFT/BIC Code:

  
	
   

  	
   

  
	
   

  	
  Beneficiary:

  
	
   

  	
   

  
	
   

  	
  Bank Account —
  IBAN:

  
	
   

  	
   

  
	
   

  	
  Reference:

  



 


	
  (d)

  	
  Allied Arthur Pierre NV:

  
	
   

  	
   

  
	
   

  	
  Bank Name:

  
	
   

  	
   

  
	
   

  	
  SWIFT/BIC Code:

  
	
   

  	
   

  
	
   

  	
  Beneficiary:

  
	
   

  	
   

  
	
   

  	
  Account number:

  
	
   

  	
   

  
	
   

  	
  Bank Account — IBAN:

  
	
   

  	
   

  
	
   

  	
  Reference:

  



 


and/or, in each case, such other account(s) as the
Sellers and Purchasers may agree in writing;


Sellers’ Representative has
the meaning given in clause 24.3;


Set of Shares means,
in relation to each Share Seller, the shares comprising the issued share
capital of any particular Target Company which are to be sold by that Share
Seller under this Agreement;


Share Purchaser’s Bank
Account means the Share Purchaser’s
bank account at ING Bank DK Rotterdam, Weena 501, 3013 AL Rotterdam; account
name Transeuro Amertrans International Holdings B.V.; account number
65.80.00.683; IBAN: NL27 INGB 0658 0006 83; BIC: INGBNL2A (and/or such other
account(s) as the Sellers and Purchasers may agree in writing);


Shares
means the shares comprising the entire issued share capital of each of the
Target Companies set out opposite the names of the Share Sellers in column 2 of
Part A of Schedule 1;


SIRVA France has
the meaning given in clause 5.5;


Specific Accounting Treatments
has the meaning given in Part A of Schedule 12;


Stock means packaging
materials and crates;


Subsidiaries means
the companies details of which are set out in Exhibit 2 and Subsidiary means any one of them;


subsidiary and
subsidiaries means any company in
relation to which another company is its parent company;



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Summary Policies has
the meaning given in paragraph 1(b) of Part A of Schedule 12;


Supplier has
the meaning given in clause 11.5;


Surviving Provisions
means clauses 19 (Announcements), 20 (Confidentiality),
21 (Assignment), 23 (Costs), 24 (Notices), 25 (Conflict
with other Agreements), 26 (Whole Agreement), 27 (Waivers, Rights and
Remedies), 29 (Variations), 30 (Invalidity), 31 (No Third Party
Enforcement Rights), 32 (Governing Law and Jurisdiction), and
Schedule 13 (Definitions and Interpretation);


Target Business
Working Capital means the estimate of what the Working
Capital attributable to the Business will be, as shown in Part A of Exhibit 5;


Target Companies
means (i) the companies the Shares of which are listed in column 2 of
Part A of Schedule 1 and details of which are set out in Exhibit 2
and (ii) the Subsidiaries, and Target Company
means any of them;


Target Companies’
Properties means the freehold and leasehold properties of
the Target Companies short particulars of which are set out in Part A of
Exhibit 4 and Target
Company’s Property shall be read and construed accordingly;


Target Company
Sanction has the meaning given in clause 5.3;


Target Country Working Capital means,
in relation to each jurisdiction in which one or more Target Companies are
incorporated, the estimate of what the Working Capital attributable to all
Target Companies incorporated in that jurisdiction will be, as shown in Part A
of Exhibit 5;


Target Sub-Group means,
in relation to any Shares listed in column 2 of Part A of Schedule 1,
the Target Company whose Shares they comprise (and whose name is set out in
that column) and all Subsidiaries which are subsidiaries of that Target Company
at Closing;


tax and taxation have the meanings given in
the Tax Covenant;


tax authority
has the meaning given in the Tax Covenant;


Tax Claim means
a claim for a breach of any of the Tax Warranties or a claim under the Tax
Covenant;


Tax Covenant means
the covenant relating to tax set out in Part B of Schedule 10;


Tax Warranties means
the warranties set out in Part A of Schedule 10;


Third Party Assurances means
all guarantees, indemnities, counter-indemnities and letters of comfort
of any nature given (i) to a third party by a Target Company in respect of any
obligation of a member of the Sellers’ Group; and/or (as the context may
require), (ii) to a third party by a member of the Sellers’ Group (or on its
behalf or for its benefit) in respect of any obligation of a Target Company or
in respect of any Business Contract or in respect of the contract referred to
in paragraph (a) of Part C of Schedule 2 (and, for the avoidance of
doubt, including any guarantees, indemnities, counter-indemnities and
letters of comfort of any nature given by Fortis Bank pursuant to or in
accordance with the contract referred to in paragraph (a) of Part C of
Schedule 2);


Third Party Consent
has the meaning given in clause 10.5;



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Third Party Right means
any interest or equity of any person (including any right to acquire, option or
right of pre-emption or conversion) or any mortgage, charge, pledge,
lien, assignment, hypothecation, security interest, title retention or any
other security agreement or arrangement, or any agreement to create any of the
above;


Trade Creditors means
amounts payable at Closing in respect of trade creditors by a Target Company or
by the Business Seller in connection with the Business (including, in any case,
any Inter-Company Trading Debt, customers’ prepayments and trade bills payable)
and Capital Creditors (for this purpose, Capital Creditors means
liabilities and accruals for work done in relation to capital expenditure
projects to the extent that they have not been paid prior to Closing (based
upon evidence such as invoices, evidence of work certified, quantity surveyor
reports, licences, hours worked by contractors and staff or other substantive
evidence of purchase, replacement, repair, refurbishment, improvement or
addition));


Trade Debtors means
amounts receivable at Closing in respect of trade debtors by a Target Company
or by the Business Seller in connection with the Business (including, any
Inter-Company Trading Debt, amounts recoverable, payments in advance, trade
bills recoverable, prepayments and accrued income);


Transaction Documents  means this Agreement, the Licence Agreement, the Disclosure
Letter, the ARAs, the Transitional Services Agreement and any document in
Agreed Form;


Transitional Services Agreement
means the transitional services agreement in the Agreed Form to be entered into
by NAIHC, Pierre Finance, SIRVA Belgium and the Share Purchaser at Closing;


US GAAP
means all generally accepted accounting principles as issued or adopted by the
financial accounting standards board in the United States and extant as at
Closing;


VAT means
value added tax and any similar sales or turnover tax;


Warranties
means the warranties given pursuant to clause 5 and set out in
Schedule 2 and the Tax Warranties;


Working Capital means,
in relation to each Target Company and the Business, the working capital of
that Target Company and the Business Seller as at the Closing Date comprising
each of the line items set out in Part D of Exhibit 5 and no others;
for the avoidance of doubt Working Capital includes all Trade Creditors, all
Inter-Company Trading Debt paid pursuant to paragraph 1 of Schedule 11 and
all Trade Debtors;


Working Capital
Calculation Table means the table set out at (III) of
Part D of Exhibit 5; and


Working Hours means
9.30 am to 5.30 pm in the relevant location on a Business Day.


2.     Interpretation. In this Agreement, unless the context otherwise
requires:


(a)                                  references to a person
include any individual, firm, body corporate (wherever incorporated),
government, state or agency of a state or any joint venture, association,
partnership, works council or employee representative body (whether or not
having separate legal personality);


(b)                                 headings do not affect the interpretation of this
Agreement; the singular shall include the plural and vice versa; and references
to one gender include all genders;



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(c)                                  references to any English legal term or concept shall,
in respect of any jurisdiction other than England, be construed as references
to the term or concept which most nearly corresponds to it in that
jurisdiction;


(d)                                 references to US$ or $ are references to the lawful currency from
time to time of the United States of America;


(e)                                  pounds, sterling or £ are references to the lawful currency
from time to time of the United Kingdom;


(f)                                    euro or € are references to the lawful currency of
the member states of the European Union which are from time to time
participating in the Third Stage of the European Economic and Monetary Union of
the Treaty Establishing the European Community;


(g)                                 for the purposes of applying a reference to a monetary
sum expressed in US$, an amount in a different currency shall be deemed to be
an amount in US$ translated at the Exchange Rate at the relevant date (which in
relation to a Claim, shall be the date of the receipt of notice of that Claim
under Schedule 5);


(h)                                 any statement in this Agreement qualified by the
expression so far as the Sellers are aware or
to the best of the Sellers’ knowledge or
any similar expression shall mean the actual knowledge of (but only of) John
Dupuy, Brad McCarthy, Eric Machiels and Dave Farkas, in each case after such
person having made reasonable enquiry;


(i)                                     a fact, matter, event or circumstance is treated as Disclosed for the
purposes of this Agreement to the extent that it is fairly disclosed by this
Agreement, any other Transaction Document, the Disclosure Letter or any
document in the Data Room; and


(j)                                     any phrase introduced by the terms including, include,
in particular or any similar
expression shall be construed as illustrative and shall not limit the sense of
the words preceding those terms.


3.     Schedules and Exhibits. The Schedules and Exhibits comprise schedules and
exhibits to this Agreement and form part of this Agreement.


4.     Inconsistencies. Where there is any inconsistency between the
definitions set out in this Schedule and the definitions set out in any clause
or any other Schedule, then, for the purposes of construing such clause or
Schedule, the definitions set out in such clause or Schedule shall prevail.



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SIGNATURE


This Agreement is signed as a DEED by duly authorised representatives of
the parties:


	
  DULY EXECUTED AND DELIVERED 

  as a DEED on behalf of 

  NORTH
  AMERICAN INTERNATIONAL 

  HOLDING
  CORPORATION,  

  a company
  incorporated in 

  Delaware 

  by

  being a person
  who 

  in accordance
  with the laws of that 

  territory, is
  acting under the 

  authority of 

  NORTH
  AMERICAN INTERNATIONAL HOLDING CORPORATION

  	
  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  	
   

   

   

   

  /s/ KEVIN
  PICKFORD

  /s/ JOHN DUPUY

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  AND DELIVERED 

  as a DEED by 

  SIRVA HOLDINGS
  LIMITED 

  acting by two
  directors/a director 

  and the
  secretary

  	
  )

  )

  )

  )

  )

  	
   

   

  /s/ KEVIN
  PICKFORD 

  /s/ GARY GREASBY

  
	
   

  	
   

  	
   

  
	
  DULY
  EXECUTED AND DELIVERED 

  as a DEED on behalf of 

  PIERRE
  FINANCE NEDERLANDS 

  RENTING
  BV  

  a company
  incorporated in 

  The Netherlands 

  by
  ____________________________ 

  being a person
  who 

  in accordance
  with the laws of that 

  territory, is
  acting under the 

  authority of 

  PIERRE
  FINANCE NEDERLANDS 

  RENTING
  BV

  	
  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  	
   

   

   

   

   

  /s/ KEVIN
  PICKFORD 

  /s/ STEPHEN BOYD

  




 98
 









 


	
  DULY EXECUTED AND DELIVERED 

  as a DEED
  on behalf of 

  ALLIED ARTHUR  

  PIERRE NV  

  a company incorporated in 

  Belgium 

  by ____________________________ 

  being a person who

  in accordance with the laws of that 

  territory, is acting under the 

  authority of 

  ALLIED ARTHUR

  PIERRE NV

  	
  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  	
   

   

   

   

   

   

  /s/ KEVIN
  PICKFORD

  
	
   

  	
   

  	
   

  
	
  DULY EXECUTED AND DELIVERED 

  as a DEED on behalf of 

  SIRVA WORLDWIDE, INC 

  a company incorporated in 

  Delaware 

  by ____________________________ 

  being a person who 

  in accordance with the laws of that 

  territory, is acting under the 

  authority of 

  SIRVA WORLDWIDE, INC

  	
  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  	
   

   

   

   

   

  /s/ KEVIN
  PICKFORD 

  /s/ JOHN DUPUY

  
	
   

  	
   

  	
   

  
	
  DULY EXECUTED AND DELIVERED 

  as a DEED on behalf of 

  TRANSEURO AMERTRANS 

  INTERNATIONAL HOLDINGS BV
  

  a company incorporated in 

  the Netherlands 

  by ____________________________ 

  being a person who 

  in accordance with the laws of that 

  territory, is acting under the 

  authority of 

  TRANSEURO AMERTRANS 

  INTERNATIONAL HOLDINGS BV

  	
  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  	
   

   

   

   

   

  /s/ YOGESH MEHTA

  




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  DULY EXECUTED AND DELIVERED 

  as a DEED on
  behalf of 

  SMIT MATRIX BV 

  a company incorporated in 

  Belgium 

  by ____________________________ 

  being a person who

  in accordance with the laws of that 

  territory, is acting under the 

  authority of 

  SMIT MATRIX BV

  	
  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  	
   

   

   

   

   

  /s/ LUC
  OSTENDORP

  
	
   

  	
   

  	
   

  
	
  DULY EXECUTED AND DELIVERED 

  as a DEED on
  behalf of 

  ZENIC INTERNATIONAL 

  HOLDINGS LIMITED  

  a company incorporated in 

  the British Virgin Islands 

  by ____________________________ 

  being a person who 

  in accordance with the laws of that 

  territory, is acting under the 

  authority of 

  ZENIC INTERNATIONAL 

  HOLDINGS LIMITED

  	
  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  )

  	
   

   

   

   

   

  /s/ MARTIN
  TUPPER 

  /s/ NICOLA
  BENNET

  



 



 100