Exhibit 10.42


 


• 2004


 


 


DEED


 


for the sale and purchase of shares in


 


FINANCIAL ASSURANCE COMPANY LIMITED


 


between


 


GE INSURANCE HOLDINGS LIMITED


 


and


 


GEFA UK HOLDINGS LIMITED


 


and


 


GEFA INTERNATIONAL
HOLDINGS, INC.


 


 


 


WEIL, GOTSHAL & MANGES


 


One
South Place   London   EC2M 2WG


Tel:
+44 (0) 20 7903 1000   Fax: +44 (0) 20
7903 0990


 


www.weil.com


 

















 


THIS DEED is made on • 2004 between
the following parties:


 


(1)                                  GE INSURANCE HOLDINGS LIMITED, a  company
incorporated in England and Wales (registered number 02221244), whose
registered office is at Vantage West, Great West Road, Brentford, Middlesex TW8
9AG (the “Seller”);


 


(2)                                  GEFA UK HOLDINGS LIMITED, a company
incorporated in England and Wales (registered number 4914933), whose registered
office is at Vantage West, Great West Road, Brentford, Middlesex TW8 9AG (the “Buyer”);
and


 


(3)                                  GEFA INTERNATIONAL HOLDINGS, INC., a
company incorporated under the laws of the State of Delaware, U.S.A. whose
registered office is at 2711 Centerville Road, Suite 400, City of Wilmington,
County of Newcastle, Delaware 19808, U.S.A. (“GEFA International”).


 


RECITALS


 


(A)                                Financial Assurance Company Limited (the “Company”) was incorporated in
England and Wales on 2 March 1972 under the Companies Act 1948 with
registered number 01044679 and is a private company limited by shares.


 


(B)                                The Company has an issued share capital of [           ] ordinary shares of £1 each (the “Shares”).


 


(C)                                The Seller has agreed to sell and the Buyer has agreed to buy the
Shares upon the terms and subject to the conditions of this Deed in
consideration for the UK Holdings Debt Release and the GEFA International Debt
Release.  GEFA International has agreed
to effect the GEFA International Debt Release in return for the transfer of the
Shares by the Seller to the Buyer.  The
Buyer is an indirect wholly-owned subsidiary of GEFA International.


 


IT IS AGREED as follows:


 


1                                         INTERPRETATION


 


In this Deed, the following expressions shall have the
following meanings:


 


(A)                              the “Completion Date” means the date of this Deed;


 


(B)                                the “GEFA International Debt” means the principal amount of £[              ] owed by the Seller to GEFA
International under the GEFA International Loan;


 


(C)                                the “GEFA International Debt Release” has the meaning given to that
expression in clause 3 of this Deed;


 


(D)                               the “GEFA International Debt Release Deed” means the deed of debt
release entered into between the Seller and GEFA International dated 

[20 May] 2004;


 


(E)                                 the “GEFA International Loan” means the loan agreement dated [19
May 2004], originally entered into between the Seller and General Electric
Capital Corporation (“GECC”) but in respect of which all of the
rights and benefits of


 

















 


GECC in the GEFA International Debt owed thereunder
(as previously sold by GECC to GEI, Inc. and contributed by GEI, Inc. to GE
Financial Assurance Holdings, Inc.) were contributed to GEFA International by
way of a contribution letter from GE Financial Assurance Holdings, Inc. to GEFA
International dated [                        
];


 


(F)                                 the “UK Holdings Debt” means the principal amount of £[              ] owed by the Seller to the
Buyer under the UK Holdings Loan;


 


(G)                                the “UK Holdings Debt Release” has the meaning given to that
expression in clause 3 of this Deed;


 


(H)                               the “UK Holdings Debt Release Deed” means the deed of debt release
entered into between the Seller and the Buyer dated [20 May] 2004; and


 


(I)                                    the “UK Holdings Loan” means the loan agreement dated [19 May 2004]
originally entered into between the Seller and General Electric Capital Corporation
(“GECC”)
but in respect of which all of the rights and benefits of GECC in the UK
Holdings Debt owed thereunder (as previously assigned to UK Group Holding
Company Limited following a sale of the UK Holdings Debt by GECC to GEI, Inc.,
a contribution of the UK Holdings Debt by GEI, Inc. to GE Financial Assurance
Holdings, Inc. and a contribution of the UK Holdings Debt by GE Financial
Assurance Holdings, Inc. to GEFA International Holdings, Inc.) were assigned to
the Buyer pursuant to an assignment entered into between the Buyer and UK Group
Holding Company Limited dated [                         ].


 


2                                         SALE AND PURCHASE


 


The Seller shall sell and the Buyer shall buy the
Shares on the date of this Deed, together with all rights attaching to the
Shares as at or after the date of this Deed.


 


3                                         CONSIDERATION


 


The total consideration for the purchase of the Shares
by the Buyer shall be satisfied by:


 


(A)                              the Buyer fully and irrevocably releasing and discharging the Seller
from any and all obligations or liabilities that the Seller has, or may have,
under the UK Holdings Loan to pay the UK Holdings Debt to the Buyer, such
release and discharge to become effective, in accordance with the terms of the
UK Holdings Debt Release Deed, on the Completion Date (the “UK Holdings
Debt Release”); and


 


(B)                                GEFA International fully and irrevocably releasing and discharging
the Seller from any and all obligations or liabilities that the Seller has, or
may have, under the GEFA International Loan to pay the GEFA International Debt
to GEFA International, such release and discharge to become effective, in
accordance with the terms of the GEFA International Debt Release Deed, on the
Completion Date (the “GEFA International Debt Release”).


 


3

















 


4                                         COMPLETION


 


4.1                               Completion shall take place on the Completion Date.


 


4.2                               On the Completion Date, the Seller shall deliver or procure the
delivery to the Buyer of duly executed stock transfer form(s) in respect of the
Shares and the relevant share certificate(s).


 


4.3                               On the Completion Date, the Seller shall procure that the directors
of the Company shall hold a board meeting at which the transfer of the Shares
(subject to stamping) to the Buyer or its nominee(s) shall be approved for
registration in the Company’s books.


 


4.4                               The UK Holdings Debt Release and the GEFA International Debt Release
shall become effective, in accordance with (respectively) the UK Holdings Debt
Release Deed and the GEFA International Debt Release Deed, on the Completion
Date.


 


5                                         RIGHTS OF THIRD PARTIES


 


A person who is not a party to this Deed has no rights
under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce
any term of this Deed but this does not affect any right or remedy of a third
party which exists or is available apart from the Act.


 


6                                         VARIATION


 


Any variation of this Deed must be in writing and
signed by each party or, in the case of a body corporate, a duly authorised
officer or representative of such party.


 


7                                         COUNTERPARTS


 


This Deed may be executed in any number of
counterparts, each of which when executed and delivered constitutes an original
of this Deed, but all the counterparts shall together constitute one and the
same Deed.  No counterpart shall be
effective until each party has executed at least one counterpart.


 


8                                         WHOLE AGREEMENT


 


This Deed (and any other document referred to herein)
contains the whole agreement between the parties relating to the subject matter
of this Deed to the exclusion of any terms implied by law which may be excluded
by contract. The Buyer acknowledges that it has not been induced to enter into
this Deed by, and so far as permitted by law and except in the case of fraud,
hereby waives any remedy in respect of, any warranties, representations,
undertakings, promises or assurances not incorporated into this Deed.


 


9                                         GOVERNING LAW


 


This Deed is governed by, and shall be construed in
accordance with, English law.


 


4

















 


10                                  JURISDICTION


 


The parties irrevocably agree that the courts of
England have non-exclusive jurisdiction to decide and to settle any dispute or
claim arising out of or in connection with this Deed.


 


IN WITNESS WHEREOF THIS
DEED HAS BEEN EXECUTED AND DELIVERED AS A DEED ON THE DATE SET OUT ON PAGE 2.


 


	
  Executed
  as a deed by

  	
  )

  
	
  GE INSURANCE HOLDINGS

  	
  )

  
	
  LIMITED acting by

  	
  )

  
	
  a
  director and its secretary / two

  	
  )

  
	
  directors

  	
  )

  
	
   

  	
   

  
	
  Executed
  as a deed by

  	
  )

  
	
  GEFA UK HOLDINGS

  	
  )

  
	
  LIMITED acting by

  	
  )

  
	
  [a
  director and its secretary / two

  	
  )

  
	
  directors]

  	
  )

  
	
   

  	
   

  
	
  EXECUTED
  AS A DEED

  	
  )

  
	
  BY GEFA
  INTERNATIONAL

  	
  )

  
	
  HOLDINGS, INC. acting by

  	
  )

  
	
  [name of
  authorised signatory(ies)]

  	
  )

  
	
  who,
  in accordance with the laws

  	
  )

  
	
  of
  the territory in which GEFA

  	
  )

  
	
  International
  Holdings, Inc. is

  	
  )

  
	
  incorporated,
  is/are acting under the

  	
  )

  
	
  authority
  of GEFA International

  	
  )

  
	
  Holdings,
  Inc.

  	
  )

  



 


5