exv10w22








Exhibit
10.22




Share sale and purchase

agreement

relating to the entire issued

share capital of Sparex

Holdings Limited




	 	 	 	 	 

	 
	 	 	 	 
	 
	 	 	 	 
	Dated

	 	 	2010	 
	 
	 	 	 	 
	 
	 	 	 	 






The Vendor (1)

The Purchaser (2)




1









 





TABLE OF CONTENTS




	 	 	 	 	 

	1 Interpretation
	 	 	1	 
	2 Sale and purchase of the Shares
	 	 	12	 
	3 Consideration
	 	 	12	 
	4 Condition
	 	 	13	 
	5 Conduct of the Business before Completion
	 	 	14	 
	6 Indebtedness
	 	 	15	 
	7 Completion
	 	 	15	 
	8 Indemnities
	 	 	16	 
	9 Warranties
	 	 	16	 
	10 Purchaser warranties and undertaking
	 	 	17	 
	11 Confidentiality
	 	 	17	 
	12 Access
	 	 	18	 
	13 Restrictions
	 	 	18	 
	14 Post Completion undertakings
	 	 	19	 
	15 Further assurance
	 	 	19	 
	16 Announcements
	 	 	19	 
	17 Entire agreement
	 	 	20	 
	18 Completion and rescission
	 	 	20	 
	19 Cumulative rights
	 	 	20	 
	20 Assignment and transfer
	 	 	20	 
	21 Costs and expenses
	 	 	21	 
	22 Waiver
	 	 	21	 
	23 Variation
	 	 	21	 
	24 Severance and nature of obligations
	 	 	21	 
	25 Notices
	 	 	21	 
	26 No set-off
	 	 	22	 
	27 Counterparts
	 	 	22	 
	28 Governing language
	 	 	22	 
	29 Governing law
	 	 	23	 
	30 Jurisdiction
	 	 	23	 
	31 Interpretation
	 	 	23	 
	32 Rights of third parties
	 	 	24	 
	33 Execution
	 	 	24	 
	SCHEDULE 1
	 	 	25	 
	Part 1: Particulars of the Company -
	 	 	25	 
	Part 2: Particulars of the Subsidiaries
	 	 	26	 
	SCHEDULE 2 - Completion Documents
	 	 	50	 
	Part 1: Documents which are to be delivered by the Vendor at Completion
	 	 	50	 
	Part 2: Documents which are to be delivered by the Purchaser at Completion
	 	 	52	 
	Part 3: Business to be transacted at meetings of the directors of
the Company and each of the UK Subsidiaries
	 	 	53	 
	SCHEDULE 3 - The Properties
	 	 	54	 
	Part 1: Freehold Properties
	 	 	54	 
	Part 2: Leasehold Properties
	 	 	54	 
	Part 3: Overseas Properties
	 	 	54	 
	SCHEDULE 4 - Warranty statements
	 	 	57	 
	Part 1: Title and Capacity
	 	 	57	 
	Part 2: The Company and the Subsidiaries
	 	 	59	 
	Part 3: General corporate and accounts
	 	 	61	 
	Part 4: Commercial
	 	 	64	 






 









 






	 	 	 	 	 

	Part 5: Employees
	 	 	68	 
	Part 6: Pension arrangements relating to the UK Subsidiaries
	 	 	70	 
	Part 7: Pension arrangements relating to the non-UK Subsidiaries
	 	 	72	 
	Part 8: Intellectual Property and Information Technology
	 	 	73	 
	Part 9: Property and Environmental
	 	 	74	 
	Part 10: Taxation
	 	 	76	 
	SCHEDULE 5 - Purchaser Warranties
	 	 	77	 
	SCHEDULE 6 - Limitations on liability under the Warranties
	 	 	79	 
	SCHEDULE 7 - Conduct of Business before Completion
	 	 	87	 







	Agreed Form Documents
	 
	1	 	Communications List
	 
	2	 	Disclosure Letter
	 
	3	 	Powers of attorney in favour of the Purchaser to exercise voting rights
pending registration of the Purchaser as holder of the Shares
	 
	4	 	Letters of resignation of directors and secretary
	 
	5	 	Letter of resignation of the auditors
	 
	6	 	Board resolution of the Purchaser authorising the execution and performance
by the Purchaser of its obligations under this Agreement
	 
	7	 	Evidence of the Vendor’s authority in respect of the execution and
performance by the Vendor of its obligations under this Agreement
	 
	8	 	Data Room Index
	 
	9	 	Tax Deed
	 
	10	 	Announcement
	 
	11	 	Letter of No Indebtedness
	 
	12	 	Debt Certificate
	 
	13	 	Agreed Indebtedness Spreadsheet
	 
	14	 	Deeds of Release
	 
	15	 	Forms DS1
	 
	16	 	Details of the Bank Accounts




 









 












	 	 	 	 	 

	 	 	DATE	2010
	 
	 	 	 	 
	 	 	PARTIES
	 
	 	 	 	 
	(1)	 	Rubicon Partners Industries LLP, a limited liability partnership registered in England and
Wales with number OC304887 and whose registered office is at 2B Sidings Court, Doncaster, South
Yorkshire DN4 5NU (the “Vendor”); and
	 
	 	 	 	 
	(2)	 	AGCO International Holdings BV with company number 12067080 whose registered office is at
Horsterweg 66a, 5971 NG, Grubbenvorst, The Netherlands (the “Purchaser”).
	 
	 	 	 	 
	 	 	INTRODUCTION
	 
	 	 	 	 
	(A)	 	Sparex Holdings Limited was incorporated in England and Wales on 7 October 2005 and is
registered under number 0558609 as a private company limited by shares. The Vendor is the
sole beneficial owner of the Company.
	 
	 	 	 	 
	(B)	 	The Company is the parent holding company of the Subsidiaries.
	 
	 	 	 	 
	(C)	 	The main activity of the Subsidiaries is the distribution of generic agricultural
accessories, tractor replacement parts and machinery implement parts servicing the
agricultural after market.
	 
	 	 	 	 
	(D)	 	The Vendor is willing to sell or procure the sale and the Purchaser is willing to purchase
the Shares on the terms and subject to the conditions of this Agreement.
	 
	 	 	 	 
	 	 	OPERATIVE PROVISIONS
	 
	 	 	 	 
	1	 	Interpretation
	 
	 	 	 	 
	1.1	 	In this Agreement, except where a different interpretation is necessary in the context, the
following expressions shall have the following meanings:
	 
	 	 	 	 
	 

	 	Accounts
	 	the Company Accounts, the Sparex Limited Accounts and the
Spenco Accounts
	 
	 	 	 	 
	 

	 	Act
	 	any statute or statutory instrument including any
amendment or re-enactment of it for the time being in
force and all orders, instruments, regulations, notices,
directions, bye-laws, permissions, consents, licences,
authorisations, permits and plans for the time being made
or issued under it or deriving validity from it and any
other obligation imposed by law and all regulations laws
and directives made or issued by or with the authority of
The European Commission and/or the Council of Ministers
	 
	 	 	 	 
	 

	 	Adjusted Cash Amount
	 	the reconciled cash book balance set out in the Cash
Adjustment E-mail and referred to in sub-paragraph (c) of
the definition “Cash Adjustment E-mail”
	 
	 	 	 	 
	 

	 	Affiliate
	 	in relation to any body corporate (whether or not
registered in the United Kingdom), any holding company or
subsidiary of such body corporate or any subsidiary of a
holding company of such body corporate in each case from
time to time
	 
	 	 	 	 
	 

	 	Agreed Indebtedness Spreadsheet
	 	a spreadsheet, in the agreed form, showing the Holdings
Debt Balance and Sparex Debt Balance at the date of this
Agreement as an amount equal to £55,656,668.52 and
£20,036,079.68, respectively






1









 






	 	 	 	 	 

	 

	 	this Agreement
	 	this agreement including the Introduction and the Schedules
	 
	 	 	 	 
	 

	 	Applicable Laws
	 	the laws, regulations, directives, statutes, subordinate
legislation, common law and civil codes of any
jurisdiction, all judgments, orders, notices,
instructions, decisions and awards of any court or
competent authority or tribunal and all codes of practice
having force of law, statutory guidance and policy notes
	 
	 	 	 	 
	 

	 	Authorised Dealer
	 	in relation to any transaction in respect of foreign
exchange in South Africa, a person authorised by the
National Treasury of South Africa to deal in foreign
exchange
	 
	 	 	 	 
	 

	 	‘A’ Warranties
	 	the warranties referred to in clause 9.1(a) and set out in
Parts 1 (Title and Capacity), 2 (The Company and the
Subsidiaries), 3 (General Corporate and Accounts), 6
(Pension arrangements relating to the UK subsidiaries) and
10 (Taxation), in each case of Schedule 4
	 
	 	 	 	 
	 

	 	Balancing Payment
	 	a payment made pursuant to paragraph 7A or 7C schedule
28AA ICTA or Chapter 6 of part 4 of the Taxation
(International and Other Provisions) Act 2010
	 
	 	 	 	 
	 

	 	Bank Accounts
	 	each of the bank accounts details of which are set out in
the spreadsheet, in the agreed form, for these purposes
	 
	 	 	 	 
	 

	 	Board(s)
	 	the board of directors for the time being of the Purchaser
and of the Company as specifically referred to
	 
	 	 	 	 
	 

	 	Books and Records
	 	has its common law meaning and includes, without
limitation, all notices, correspondence, orders,
inquiries, drawings, plans, books of account and other
documents and all computer disks or tapes or other machine
legible programs or other records (excluding software)
	 
	 	 	 	 
	 

	 	the Business
	 	the business of the Company and the Subsidiaries described
in the Introduction and any other business of the
Subsidiaries carried on by them at the date of this
Agreement
	 
	 	 	 	 
	 

	 	Business Day
	 	a day (other than a Saturday or a Sunday) on which banks
are open for business (other than solely for trading and
settlement in euro) in London
	 
	 	 	 	 
	 

	 	‘B’ Warranties
	 	the warranties given in Parts 4 (Commercial), 5
(Employees), 7 (Pension arrangements relating to Non-UK
Subsidiaries), 8 (Intellectual Property and Information
Technology) and 9 (Property and Environmental), in each
case of Schedule 4 and for the avoidance of doubt, other
than the ‘A’ Warranties
	 
	 	 	 	 
	 

	 	Cash Adjustment E-mail
	 	an email sent to the Vendor and the Purchaser from one of
the Key Employees containing the following:
	 
	 	 	 	 
	 

	 	 	 	(a) copies of bank statements in respect of each of the
Bank Accounts as at the close of business on 26 November
2010;

	 
	 	 	 	 
	 

	 	 	 	(b) a spreadsheet, prepared by Sparex Limited, setting







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	 	 	 	      out, in respect of each of the Bank Accounts. uncleared
receipts and uncleared payments as at 26 November 2010;

	 
	 	 	 	 
	 

	 	 	 	(c)  the reconciled cash book balance, being the aggregate
balances of each of the Bank Accounts as set out in each
of the said bank statements plus the aggregate balances of
each of the said uncleared receipts and minus the
aggregate balance of each of the said uncleared payments

	 
	 	 	 	 
	 

	 	Claim
	 	a claim for a breach of Warranty
	 
	 	 	 	 
	 

	 	Communications List
	 	the list, in the agreed form, setting out the details of
the postal addresses, fax numbers and email addresses of
each of the parties to this Agreement as at the date of
this Agreement
	 
	 	 	 	 
	 

	 	the Company
	 	Sparex Holdings Limited, brief particulars of which are
set out in Part 1 of Schedule 1
	 
	 	 	 	 
	 

	 	the Company Accounts
	 	the audited balance sheet of the Company for the financial
period ended on the Company Accounts Date and the audited
profit and loss account of the Company for the financial
period ended on the Company Accounts Date, together with
the directors’ report and other documents required by law
to be annexed thereto
	 
	 	 	 	 
	 

	 	the Company Accounts Date
	 	31 December 2009
	 
	 	 	 	 
	 

	 	Company Accounts Standards
	 	in relation to the accounts of any body corporate
incorporated in the United Kingdom, the applicable
requirements of the Companies Acts 1985 to 2006, together
with accounting principles, standards and practices which
are generally accepted in the United Kingdom, in each case
as at the date of the relevant accounts
	 
	 	 	 	 
	 

	 	the Company’s Auditors
	 	PricewaterhouseCoopers LLP
	 
	 	 	 	 
	 

	 	Compensating Adjustment Provisions
	 	paragraphs 6 to 6E inclusive of Sch 28AA of ICTA and
Chapter 4 of Part 4 of the Taxation (International and
Other Provisions) Act 2010
	 
	 	 	 	 
	 

	 	Complete Filing
	 	as defined in clause 4.1(a)
	 
	 	 	 	 
	 

	 	Completion
	 	completion of the sale and purchase of the Shares in
accordance with the terms of clause 7
	 
	 	 	 	 
	 

	 	Completion Date
	 	the date on which Completion takes place in accordance
with clause 7 of this Agreement
	 
	 	 	 	 
	 

	 	Composite Guarantee and
Debenture
	 	means the composite guarantee and debenture entered into
between, amongst others, the Vendor, the Company,
Anglehawk Limited, Sparex Limited and Spenco Engineering
Co Limited and Royal Bank of Scotland plc as agent and
trustee for itself and for the Secured Parties (as defined
therein)
	 
	 	 	 	 
	 

	 	Condition
	 	as defined in clause 4.1
	 
	 	 	 	 
	 

	 	Confidential Information
	 	all technical, financial, commercial and other information of a






-3-









 






	 	 	 	 	 

	 

	 	 	 	confidential nature relating to the Business,
including without limitation, trade secrets, know-how,
inventions, product information and unpublished
information relating to Intellectual Property, object code
and source code relating to software, marketing and
business plans, projections, current or projected plans or
internal affairs of any of the Company and/or the
Subsidiaries, secret or confidential information, current
and/or prospective suppliers and customers (including any
customer or supplier lists) and any other person who has
had material dealings with them
	 
	 	 	 	 
	 

	 	Consideration
	 	the consideration referred to in clause 3.1
	 
	 	 	 	 
	 

	 	Data Room
	 	the documents and information contained or referred to in
the electronic data room, virtually hosted and maintained
by High Q, and made available on or before 4
November 2010 to the Purchaser and its advisers in
relation to the Group and the Business and listed in the
Data Room Index
	 
	 	 	 	 
	 

	 	Data Room Index
	 	the index, in the agreed form, (and annexed to the
Disclosure Letter) of the documents and information
contained in the Data Room
	 
	 	 	 	 
	 

	 	Debt Certificate
	 	a certificate, in the agreed form, delivered by the Vendor
to the Purchaser on or before the Completion Date
certifying the amount of the Intra-Group Indebtedness
	 
	 	 	 	 
	 

	 	Designated Account
	 	such bank account, the details of which the Vendor
notifies to the Purchaser in writing prior to the
Completion Date
	 
	 	 	 	 
	 

	 	Disclosed Financial
Indebtedness
	 	means the Financial Indebtedness disclosed at items
4.12.4.1, 4.19.4.1 and 4.20.4.1 of the index of the Data
Room made available by the Vendor to the Purchaser
	 
	 	 	 	 
	 

	 	Disclosure Documents
	 	the Disclosure Letter, the documents attached thereto as
listed in the schedule annexed to the Disclosure Letter
and each and every document contained in the Data Room
	 
	 	 	 	 
	 

	 	the Directors
	 	the persons specified as directors of the Company in
Schedule 1 (the expression “Director” meaning any of them)
	 
	 	 	 	 
	 

	 	the Disclosure Letter
	 	a letter in the agreed form bearing the same date as this
Agreement from the Vendor to the Purchaser, delivered to
the Purchaser immediately before execution of this
Agreement, for which the Purchaser has acknowledged
receipt
	 
	 	 	 	 
	 

	 	Domain Names
	 	www.sparex.com, www.sparex.co.uk, www.sparexusa.com,

www.sparex.es, www.sparex.ie, www.sparex.com.au,

www.sparex.nl, www.sparex.fr and www.spenco.co.uk
	 
	 	 	 	 
	 

	 	Effective Date
	 	31 December 2010 or, if earlier, the Completion Date
	 
	 	 	 	 
	 

	 	Employee
	 	means any individual who has entered into or works under a
contract of employment or any other contract with a
Subsidiary whereby the individual undertakes to do or
perform personally any work or services (save where the
relevant Subsidiary’s status by virtue of that contract is
that of a client or customer of






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	 	 	 	any profession or business
undertaking carried on by an individual), and any other
individual within the definition of “employee” or “worker”
in respect of Applicable Laws. “Employees” shall be
construed accordingly
	 
	 	 	 	 
	 

	 	Encumbrances
	 	any interest or equity of any person (including any right
to acquire, option or right of pre-emption) or any
mortgage, charge, pledge, lien, assignment, hypothecation,
security interest or title retention or any other
agreement or arrangement having a similar effect or any
agreement to create any of the foregoing
	 
	 	 	 	 
	 

	 	Environment
	 	air, water, land, buildings,
structures, enclosures, or other constructions, flora or fauna but
not including humans
	 
	 	 	 	 
	 

	 	Environmental Law
	 	the laws which are binding on the Company and the
Subsidiaries (including common laws, statutes and
subordinate legislation), treaties, conventions,
regulations, codes of practice or guidance notes (in each
case having the force of law) concerning the Environment
	 
	 	 	 	 
	 

	 	Environmental Permit
	 	any consent, permission, licence, accreditation, approval
or authorisation issued, registration made or exemption
granted, pursuant to Environmental Law
	 
	 	 	 	 
	 

	 	Environmental Reports
	 	(a) the environmental due diligence assessments of the
following properties dated October 2010 carried out by
Waterman Energy, Environment & Design Limited:

	 
	 	 	 	 
	 

	 	 	 	(i) Sparex Limited — Exeter Airport, Devon, EX5 2lJ;

	 
	 	 	 	 
	 

	 	 	 	(ii) Sparex Inc. — 190 Lena Drive. Aurora, Ohio, 44202, USA;

	 
	 	 	 	 
	 

	 	 	 	(iii) Sparex (Tractor Accessories) Ltd — Bally Griffin,
Grannagh, Via Waterford, Ireland;

	 
	 	 	 	 
	 

	 	 	 	(iv) Sparex Maschinenzubehoer — Handels GmbH —
Hunnenbrunn, Gewerbezone 11, A-9300 St Veit an der Glan,
Austria;

	 
	 	 	 	 
	 

	 	 	 	(v) Sparex Handels- und Vertriebs GmbH — Hansestrasse 22,
27419 Sittensen, Germany;

	 
	 	 	 	 
	 

	 	 	 	(vi) Sparex Handels- und Vertriebs GmbH — Sallstrasse 38,
74635 Mangoldsall, Germany;

	 
	 	 	 	 
	 

	 	 	 	(vii) Sparex (Proprietary) Limited, 59-63 Marseilles
Crescent, Briardene, Durban, South Africa;

	 
	 	 	 	 
	 

	 	 	 	(viii) Sparex ApS Ltd, Sondergarden 12, 9460 Farso,
Denmark; and

	 
	 	 	 	 
	 

	 	 	 	(ix) Sparex S.A.R.L., Zone Artisanale Ty Douar, Commana, France;







-5-









 






	 	 	 	 	 

	 

	 	 	 	(b) the environmental due diligence assessment by Waterman
Energy, Environment and Design Limited of Spenco
Engineering Co. Limited — Station Road, Clyst Honiton,
Devon EX5 2DX dated August 2010; and

	 
	 	 	 	 
	 

	 	 	 	(c) the liability assessment of Sparex Limited Verstiging
Holland BV — Hanepoel 156, Haarlemmermer, Zwaanshoek,
Netherlands, 2136NN carried out by Argyll Environmental on
(i) 8 September 2010 and (ii) following an additional
inspection on 1 October 2010

	 
	 	 	 	 
	 

	 	Exchange Control
	 	the Foreign Surveillance Department of the South African
Reserve Bank responsible for the administration of
exchange control on behalf of the Minister of Finance in
South Africa or an officer of the National Treasury of
South Africa who, by virtue of the division of work in
National Treasury, deals with the matter on the authority
of such Minister of Finance
	 
	 	 	 	 
	 

	 	Ex-gratia Pension
	 	the ex-gratia pension to Tom Woolven in the sum of £3,070
per annum, as referred to in document 3.3.6.1 in the Data
Room
	 
	 	 	 	 
	 

	 	Financial Indebtedness
	 	means any indebtedness for or in respect of:
	 
	 	 	 	 
	 

	 	 	 	(a) monies borrowed;

	 
	 	 	 	 
	 

	 	 	 	(b) any amount raised by acceptance under any acceptance
credit facility or dematerialised equivalent;

	 
	 	 	 	 
	 

	 	 	 	(c) any amount raised pursuant to any note purchaser
facility or the issue of bonds, notes, debentures, loan
stock or any similar instrument;

	 
	 	 	 	 
	 

	 	 	 	(d) the amount of any liability in respect of any finance
or operating lease or hire purchase contract;

	 
	 	 	 	 
	 

	 	 	 	(e) receivables sold or discounted (other than any
receivables to the extent they are sold on a non-recourse
basis);

	 
	 	 	 	 
	 

	 	 	 	(f) any counter-indemnity obligation in respect of a
guarantee, bond, standby or documentary letter of credit
or any other instrument issued by a bank or financial
institution;

	 
	 	 	 	 
	 

	 	 	 	(g) any amount of any liability under an advance or
deferred purchase agreement but only to the extent where
any advance or deferred payment is arranged primarily as a
method of raising finance or is due more than six months
after sale or delivery;

	 
	 	 	 	 
	 

	 	 	 	(h) any amount raised under any other transaction
(including any forward sale or purchase, sale and sale
back or sale and leaseback agreement) having the
commercial effect of a borrowing and which is treated







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	 	 	 	as a borrowing, in accordance with applicable accounting
principles; and

	 
	 	 	 	 
	 

	 	 	 	(i)   the amount of any liability in respect of any
guarantee for any of the items referred to in paragraphs
(a) to (h) above

	 
	 	 	 	 
	 

	 	 	 	but excluding, in each case, the following:
	 
	 	 	 	 
	 

	 	 	 	(j)   normal trade credit incurred in the ordinary course of
business or trading and provided by a supplier in
connection with any goods and/or services provided by any
supplier to any member of the group; and

	 
	 	 	 	 
	 

	 	 	 	(k)  any borrowing (whether by finance or operating lease,
hire purchase contract or otherwise) in relation to or
otherwise in connection with the ordinary course of
trading or business (including, without limitation, in
connection with office equipment, vehicles or plant and
machinery)

	 
	 	 	 	 
	 

	 	FinanceCo
	 	Finance Holdings Limited registered with company number
05586096 whose registered address is 2B Sidings Court,
Doncaster DN4 5NU
	 
	 	 	 	 
	 

	 	Franchise Agreements
	 	means the management agreement and operating licences for
the sale and distribution of Sparex products entered into
by Sparex Limited and which are disclosed in the Data Room
	 
	 	 	 	 
	 

	 	Full Title Guarantee
	 	with the benefit of the implied covenants set out in Part
1 of the LPMPA when a disposition is expressed to be made
with full title guarantee
	 
	 	 	 	 
	 

	 	GLAS
	 	the Vector Industries Limited Group
Life Assurance Scheme AEG 41753 provided by Aviva being a group life
assurance scheme, providing a lump sum on death in service
	 
	 	 	 	 
	 

	 	Group
	 	the Company and the Subsidiaries
	 
	 	 	 	 
	 

	 	GSHP
	 	the stakeholder pension scheme
comprising the Vector Stakeholder Pension Scheme, provided by
Standard Life Assurance Society
	 
	 	 	 	 
	 

	 	Hazardous Substance
	 	any natural or artificial substance or thing (whether in
solid, liquid or gaseous form) which is (alone or in
combination) capable of causing harm to the Environment or
harm to human health
	 
	 	 	 	 
	 

	 	Health and Safety Consents
	 	any authorisation, certificate, consent, licence,
permission, permit or approval required by any Health and
Safety Law
	 
	 	 	 	 
	 

	 	Health and Safety Law
	 	all laws (including common laws, statutes and subordinate
legislation and regulatory rules of practice, guidance
notes, circulars and directories (in each case having the
force of law) concerning health and safety in the
workplace and which are now binding on the Subsidiaries
	 
	 	 	 	 
	 

	 	Health and Safety Regulator
	 	any public agency, authority or
body having powers or duties pursuant to Health and Safety Law






-7-









 






	 	 	 	 	 

	 

	 	Holdings Debt Balance
	 	outstanding principal and accrued interest owed at the
relevant time from the Company to FinanceCo in relation to
any and all intra-group facility arrangements between the
Company and FinanceCo
	 
	 	 	 	 
	 

	 	ICTA
	 	the Income and Corporation Taxes Act 1988
	 
	 	 	 	 
	 

	 	Information Memorandum
	 	the information memorandum issued in relation to the Group
and the Business dated July 2010, a copy of which has been
made available to the Purchaser
	 
	 	 	 	 
	 

	 	Information Technology
	 	computer hardware, software and networks
	 
	 	 	 	 
	 

	 	Intellectual Property
	 	patents, trade marks, service marks, registered designs,
trade names, business names, domain names, copyright,
computer software and database rights and rights in
know-how whether registered or unregistered and including
applications for the grant of any of the foregoing
	 
	 	 	 	 
	 

	 	Intra-Group Indebtedness
	 	an amount equal to the Holdings Debt Balance at the
Completion Date minus the Sparex Debt Balance at the
Completion Date as set out in the Debt Certificate
	 
	 	 	 	 
	 

	 	Irish Planning Acts
	 	the Local Government (Planning and Development) Acts, 1963
to 1999, the Planning and Development Acts 2000 to 2010
and the Building Control Acts 1990 and 2007 and any
regulations issued pursuant thereto and any extant order
or regulation made or confirmed under any of them and all
amendments or re-enactments of the same
	 
	 	 	 	 
	 

	 	Key Employee
	 	Steve Potter, Pierre Nadeau and Alain Pinvidic
	 
	 	 	 	 
	 

	 	Leased Real Property
	 	all the leases and licences of real property to which the
Company or any Subsidiary is a party as specified in Parts
2 and 3 of Schedule 3
	 
	 	 	 	 
	 

	 	Letter of No Indebtedness
	 	a letter, in agreed form, to be delivered by the Vendor to
the Purchaser on or before the Completion Date that there
are no outstanding monies owing to any member of the
Retained Group from any of the Company and/or its
Subsidiaries
	 
	 	 	 	 
	 

	 	LLP Regulations 2009
	 	the Limited Liability Partnerships (Application of
Companies Act 2006) Regulations 2009
	 
	 	 	 	 
	 

	 	LPMPA
	 	Law of Property (Miscellaneous Provisions) Act 1994
	 
	 	 	 	 
	 

	 	Long Stop Date
	 	31 December 2010 or such later date that the parties agree
in writing
	 
	 	 	 	 
	 

	 	Management Accounts
	 	the management accounts of each of the Company and
Anglehawk Limited and in the case of the Subsidiaries
(excluding Anglehawk Limited), the consolidated management
accounts of the Subsidiaries (excluding Anglehawk
Limited), in each case from 31 December 2009 to the period
ending at the Management Accounts Date, copies of which
are disclosed at sections 17.8.9 and 17.8.10 of the Data
Room






-8-









 






	 	 	 	 	 

	 

	 	Management Accounts Date
	 	1 October 2010
	 
	 	 	 	 
	 

	 	Non-Disclosable Information
	 	all information (including but not limited to Confidential
Information) which relates to:
	 
	 	 	 	 
	 

	 	 	 	(a) the provisions of this Agreement;

	 
	 	 	 	 
	 

	 	 	 	(b) the negotiations relating to this Agreement; or

	 
	 	 	 	 
	 

	 	 	 	(c) the subject matter of this Agreement

	 
	 	 	 	 
	 

	 	the Non-UK Subsidiaries
	 	those of the Subsidiaries which are incorporated outside
the United Kingdom
	 
	 	 	 	 
	 

	 	Notifying Territory
	 	Austria
	 
	 	 	 	 
	 

	 	Other Pension Arrangements
	 	the Ex-gratia Pension and Stephen Potter’s Pension
Arrangement
	 
	 	 	 	 
	 

	 	Owned Real Property
	 	all the real freehold property owned by the Company or any
Subsidiary as specified in Parts 1 and 3 of Schedule 3
	 
	 	 	 	 
	 

	 	Planning Acts
	 	the Act or Acts for the time being in force relating to
town and planning
	 
	 	 	 	 
	 

	 	Properties
	 	the Leased Real Property and the Owned Real Property as
specified in Parts 1, 2 and 3 of Schedule 3
	 
	 	 	 	 
	 

	 	Purchaser’s Group
	 	the Purchaser, its subsidiaries and subsidiary
undertakings from time to time, any holding company of the
Purchaser and all other subsidiaries and subsidiary
undertakings from time to time of such holding company
(including, in respect of the period following Completion,
for the avoidance of doubt, each of the Company and the
Subsidiaries)
	 
	 	 	 	 
	 

	 	the Purchaser’s Solicitors
	 	Herbert Smith LLP, Exchange House,
Primrose Street, London EC2A 2HS
	 
	 	 	 	 
	 

	 	Purchaser Warranties
	 	the warranties given by the Purchaser in clause 10 and
Schedule 5 and each purchaser warranty statement shall be
a “Purchaser Warranty”
	 
	 	 	 	 
	 

	 	PwC Report
	 	the financial report (volume 1 and 2), issued by
PricewaterhouseCoopers LLP, in relation to the Group and
the Business, dated 25 August 2010, a copy of which has
been made available to the Purchaser
	 
	 	 	 	 
	 

	 	Registered
	 	in respect of any period since 6 April 2006 registered
under the Finance Act 2004 and in respect of any prior
period Approved under Chapter I or Chapter IV (as the case
may be) of Part 14 of ICTA
	 
	 	 	 	 
	 

	 	Relevant Authority
	 	the Austrian Federal Competition
Authority (Bundeswettbewerbsbehörde), Federal Cartel Prosecutor (Bundeskartellanwalt) or Austrian Cartel Court (Kartellgericht)
	 
	 	 	 	 
	 

	 	Relief
	 	any loss, relief, allowance, exemption, set off, deduction
or credit in computing or against income, profits, gains
or Taxation and any right to a repayment of Taxation or
any right to






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	 	 	 	payment in consideration for the surrender of
Advance Corporation Tax or group relief or made as a
Balancing Payment.
	 
	 	 	 	 
	 

	 	Retained Group
	 	the Vendor and any Affiliate of it immediately prior to
Completion, but excluding the Company and the Subsidiaries
	 
	 	 	 	 
	 

	 	Security
	 	means a mortgage, charge, pledge, lien, assignment by way
of security, retention of title provision, trust or flawed
asset arrangement (for the purpose of, or which has the
effect of, granting security) or other security interest
securing any obligation of any person, or any other
agreement or arrangement in any jurisdiction having a
similar effect
	 
	 	 	 	 
	 

	 	Shares
	 	all of the issued shares of the Company, namely 1 ordinary
share of £1 each and 2 B ordinary shares of £1 each
	 
	 	 	 	 
	 

	 	Sparex Debt Balance
	 	outstanding principal and accrued interest owed at the
relevant time from FinanceCo to Sparex Limited in relation
to any and all intra-group facility arrangements between
FinanceCo and Sparex Limited
	 
	 	 	 	 
	 

	 	Sparex Limited Accounts
	 	the audited balance sheet of Sparex Limited for the
financial year ending on the Company Accounts Date and the
audited profit and loss account of Sparex Limited for the
financial period ended on the Company Accounts Date,
together with the director’s report and other documents
required by law to be annexed thereto
	 
	 	 	 	 
	 

	 	Sparex Limited Compensating

Adjustment
	 	a claim made pursuant to any of the Compensating
Adjustment Provisions by Sparex Limited up to and
including Completion, to the effect that the profits and
losses of Sparex Limited in respect of indebtedness
outstanding between FinanceCo and Sparex Limited are to be
computed or calculated for tax purposes as if an arm’s
length provision had been made or imposed instead of the
actual provision (as those terms are understood for the
purposes of the Compensating Adjustment Provisions)
	 
	 	 	 	 
	 

	 	Sparex Reporting Forms
	 	means in relation to each of the non-UK Subsidiaries, the
standard, profit and loss account and balance sheet,
accounts reporting form of such companies in respect of
the financial years ending on the Company Accounts Date
	 
	 	 	 	 
	 

	 	Spenco Accounts
	 	the audited balance sheet of Spenco Engineering Co.
Limited for the financial year ended on the Company
Accounts Date and the audited profit and loss account of
Spenco Engineering Co. Limited for the financial period
ended on the Company Accounts Date, together with the
director’s report and other documents required by law to
be annexed thereto
	 
	 	 	 	 
	 

	 	Stephen Potter’s Pension
Arrangement
	 	the private pension scheme of Stephen Potter (group
finance director) to which Sparex Limited contributes
15.3% of basic pay, as referred to in document 3.3.6.1 in
the Data Room
	 
	 	 	 	 
	 

	 	Strategic Review
	 	a report by Patrick Woodrow dated 4 June 2010






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	 	Subsidiaries
	 	those subsidiaries of which brief particulars of
which are set out in Part 2 of Schedule 1
	 
	 	 	 	 
	 

	 	Supplementary Disclosure Letter
	 	a letter dated on or before the date of Completion from
the Vendor to the Purchaser which may, at the option and
absolute discretion of the Vendor, be delivered to the
Purchaser on or before the date of Completion
	 
	 	 	 	 
	 

	 	Tax or Taxation
	 	as defined in the Tax Deed
	 
	 	 	 	 
	 

	 	Tax Deed
	 	the deed, in relation to Tax entered into pursuant to this
Agreement, in the agreed form
	 
	 	 	 	 
	 

	 	Tax Warranties
	 	the tax warranties set out in Part 10 of Schedule 4
	 
	 	 	 	 
	 

	 	Taxing Authority
	 	as defined in the Tax Deed
	 
	 	 	 	 
	 

	 	Trade Marks
	 	Community trade mark “SPAREX” — number 6854351;
	 
	 	 	 	 
	 

	 	 	 	Australian trade mark “SPAREX” — number 1268177
	 
	 	 	 	 
	 

	 	 	 	Australian trade mark “AGRIPAK” — number 325119;
	 
	 	 	 	 
	 

	 	 	 	New Zealand trade mark “SPAREX” — number 797853;
	 
	 	 	 	 
	 

	 	 	 	United States trade mark “SPAREX” — number 77596830;
	 
	 	 	 	 
	 

	 	 	 	United States trade mark “GRAVOTEK” — number 3456061;
	 
	 	 	 	 
	 

	 	 	 	Mexican trade mark “SPAREX” — number 1131971;
	 
	 	 	 	 
	 

	 	 	 	Canadian Trade Mark “SPAREX” — number 1415246; and
	 
	 	 	 	 
	 

	 	 	 	the Sparex catalogues
	 
	 	 	 	 
	 

	 	Transaction
	 	the transaction contemplated by this Agreement
	 
	 	 	 	 
	 

	 	Treasury Transactions
	 	any derivative transaction entered into in connection with

protection against or benefit from fluctuation in any rate

or price
	 
	 	 	 	 
	 

	 	UK Subsidiaries
	 	those of the Subsidiaries which are incorporated in
England and Wales
	 
	 	 	 	 
	 

	 	UK Unaudited Accounts
	 	the unaudited balance sheets of each of Anglehawk Limited
and Sparex International Limited for the financial year
ending on the Company Accounts Date, together with the
directors’ report and other documents required by law to
be annexed thereto
	 
	 	 	 	 
	 

	 	VAT
	 	value added tax imposed pursuant to Council Directive
2006/112 EC or any national legislation implementing the
same or any tax of a similar nature which may be
substituted for or levied in addition to it
	 
	 	 	 	 
	 

	 	VATA
	 	the United Kingdom Value Added Tax Act 1994
	 
	 	 	 	 
	 

	 	Vector Pension Scheme
	 	the occupational pension scheme established on 1 August
2000 and governed by a definitive trust deed and rules
dated 1 August 2000
	 
	 	 	 	 
	 

	 	Vendor VAT Groups
	 	the VAT groups under VAT reference number 820 7397 28 and
645 2294 35 of which Rubicon Partners Industries LLP and






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	 	 	 	Vector Industries Ltd are the representative members
respectively
	 
	 	 	 	 
	 

	 	the Vendor’s Solicitors
	 	SJ Berwin LLP, 10 Queen Street Place, London EC4R 1BE
	 
	 	 	 	 
	 

	 	Warranty
	 	the Warranties set out in Schedule 4 and each warranty
statement shall be a “Warranty”
	 
	 	 	 	 
	 

	 	Websites
	 	the WWW sites comprising all pages including graphics,
audio-visual effects, software and all the material,
located at the Domain Names
	 
	 	 	 	 
	 

	 	Working Hours
	 	9.30 am to 5.30 pm on a Business Day
	 
	 	 	 	 
	2	 	Sale and purchase of the Shares
	 
	 	 	 	 
	2.1	 	The Vendor shall sell or procure to be sold with Full Title Guarantee with effect from
Completion all of the Shares and the Purchaser shall purchase all of the Shares together with
all rights attaching to them at Completion and free from all Encumbrances.
	 
	 	 	 	 
	2.2	 	The Vendor waives and agrees to procure the waiver of any restrictions on transfer, including
pre-emption rights, which may exist in relation to the Shares.
	 
	 	 	 	 
	2.3	 	The Purchaser shall not be obliged to complete the purchase of any of the Shares unless the
Vendor completes the sale of all of the Shares simultaneously.
	 
	 	 	 	 
	3	 	Consideration
	 
	 	 	 	 
	3.1	 	In consideration of the sale of the Shares in accordance with the terms of this Agreement,
the Purchaser shall pay to the Vendor, in cash, at Completion an amount equal to:
	 
	 	 	 	 
	 	 	(a + b)-c
	 
	 	 	 	 
	 	 	where:
	 
	 	 	 	 
	 	 	a  =  £52,698,054
	 
	 	 	 	 
	 	 	b  =  an amount equal to the Adjusted Cash Amount
	 
	 	 	 	 
	 	 	c  =  an amount equal to the Intra-Group Indebtedness
	 
	 	 	 	 
	3.2	 	For the purposes of calculating the consideration pursuant to clause 3.1, save in the case of
manifest error (in which case the provisions of clauses 3.4 and 3.5 shall apply), the Adjusted
Cash Amount set out in the Cash Adjustment E-mail shall be final and binding on the Vendor and
the Purchaser and neither shall have any claim against any Key Employee or each other in
relation to or otherwise in connection with the contents of and information contained in the
Cash Adjustment E-mail provided by any Key Employee.
	 
	 	 	 	 
	3.3	 	Any payment made by the Vendor to the Purchaser under or in respect of any breach of this
Agreement or any document referred to herein in the agreed form (including, without
limitation, in respect of any Claim) shall be and shall be deemed to be a reduction in the
price paid for the Shares by the Purchaser under this Agreement to the extent legally
possible.
	 
	 	 	 	 
	3.4	 	The Purchaser or the Vendor may at any time within 20 Business Days following Completion
serve a notice on the other party disputing the Adjusted Cash Amount as set out in the Cash
Adjustment Email on the grounds of manifest error (a “Dispute”), providing reasonable details
of the Dispute (the “Dispute Notice”). The parties shall meet or speak together in good faith
to discuss the Dispute and to reasonably agree any adjustments to the Adjusted Cash Amount as
are acceptable to both parties to resolve the Dispute and to reasonably agree what adjustment should be
made to the Adjusted Cash Amount so paid (to reflect the said manifest error). If the
parties fail to resolve







-12-











 






	 	 	the Dispute, within 5 Business Days of receipt of the Dispute Notice, the Dispute
shall be referred for resolution by either party to an independent accountant being a
partner in an independent firm of internationally recognised chartered accountants (the
“Expert”) to be appointed (in default of nomination by agreement between the Vendor and the
Purchaser within a further 5 Business days) by the President for the time being of the
Institute of Chartered Accountants in England and Wales). The Expert shall determine the
proceedings to be followed in making his determination and he shall give his decision on
the Dispute within 14 Business days of the date of his appointment. The Expert shall state
what adjustments (if any) are necessary to the Adjusted Cash Amount and this determination
shall be final and binding on all concerned and shall be given by the Expert acting as an
expert and not as an arbitrator. The fees and costs of the Expert (including his expenses)
shall be borne by the Vendor and the Purchaser in such proportions as the Expert shall
determine in his absolute discretion (or, in the absence of any such determination, by the
Vendor and the Purchaser in equal amounts). If pursuant to such agreement or determination
as aforesaid it is concluded that the Adjusted Cash Amount was calculated in error, the
following shall occur:






	 	(a)	 	if there is a shortfall in relation to the Adjusted Cash Amount paid then the
Purchaser shall within 5 Business Days of such agreement or determination pay for the
account of the Vendor an amount equal to the shortfall by electronic transfer of
cleared funds to the Vendor’s Solicitors bank account; and
	 
	 	(b)	 	if there is an excess in relation to the Adjusted Cash Amount paid then the
Vendor shall within 5 Business Days of such agreement or determination pay or procure
the payment to the Purchaser of an amount equal to the excess by electronic transfer
of cleared funds to the bank account notified by the Purchaser to the Vendor in
writing.






	3.5	 	For the purposes of clauses 3.2 and 3.4, manifest error shall be limited to any mathematical
errors made by the Key Employees in adding and subtracting (as the case may be) the numbers
contained in the bank statements and spreadsheet referred to in paragraphs (a) and (b) of the
definition of “Cash Adjustment E-mail” for the purposes of providing the reconciled cash book
balance referred to in paragraph (c) of such definition and, for the avoidance of doubt, shall
not include any errors contained in such bank statements and spreadsheet, and used by the Key
Employees in preparing the said reconciled cash book balance.






	4	 	Condition






	4.1	 	Completion of this Agreement is conditional upon satisfaction of the following condition (the
“Condition”):






	 	(a)	 	all necessary notifications and filings to the Relevant Authority having been
made in relation to the subject matter of this Agreement (“Complete Filing”); and
	 
	 	(b)	 	to the extent legally required, the said Relevant Authority adopting a
decision, or being deemed to have adopted a decision, approving the Transaction in
respect of the Notifying Territory in respect of which such Relevant Authority has
jurisdiction.






	4.2	 	The Purchaser shall make the Complete Filing together with all other required documents with
the Relevant Authorities as soon as practicable no later than five Business Days after the
date of this Agreement, to the extent not yet filed prior to that date and thereafter use all
reasonable endeavours to ensure satisfaction of the Condition in a timely manner, and in any
event, by the Longstop Date.






	4.3	 	In relation to the Complete Filing:






	 	(a)	 	the Purchaser shall consult with the Vendor and the Vendor’s Solicitors and
advisers in respect of the filings referred to in clause 4.1(a) and shall provide the
Vendor and the 




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	 	 	 	Vendor’s Solicitors and advisers with a reasonable opportunity to
review such filings (subject to appropriate confidentiality redactions) prior to
submission to the Relevant Authority; and
	 
	 	(b)	 	all requests and enquiries from any government, governmental, supranational
or trade agency, court or regulatory body, including, without limitation, the Relevant
Authority, shall be dealt with by the Purchaser after consultation with the Vendor and
the Vendor and the Purchaser shall promptly co-operate with each other in a reasonable
fashion and provide all necessary information and assistance reasonably required by
such government, agency, court or body upon being requested to do so by the other.






	4.4	 	The Purchaser hereby acknowledges that any consent and/or clearance obtained from the
Relevant Authority in respect of the transaction contemplated by this Agreement may be subject
to certain conditions (the “Competition Clearance Conditions”). In the event the Relevant
Authority impose any such Competition Clearance Conditions, then provided that the Purchaser
acting reasonably considers such Competition Clearance Conditions to be reasonable then the
Purchaser shall accept and comply fully with such Competition Clearance Conditions.






	4.5	 	The Vendor shall co-operate with the Purchaser in a reasonable fashion and use its reasonable
endeavours to provide or procure the provision of such assistance as is reasonably required by
the Purchaser to enable it to make the Complete Filing referred to in clause 4.1(a).






	4.6	 	The Purchaser shall provide to the Vendor copies of the Complete Filing provided for in
clause 4.1 above following submission (subject to appropriate confidentiality redactions) and
will keep the Vendor reasonably informed of the progress in obtaining the approvals provided
for in clause 4.1 above.






	4.7	 	The Purchaser shall give notice to the Vendor of, in each case:






	 	(a)	 	the Relevant Authority adopting a decision or being deemed to have adopted a
decision approving the Transaction in respect of its Notifying Territory; and
	 
	 	(b)	 	the satisfaction of the Condition






	 	 	as soon as reasonably practicable and in any event within 2 Business Days upon becoming
aware of the same.






	4.8	 	The parties acknowledge that the Condition set out in clause 4.1 may only be waived with the
consent of both the Vendor and the Purchaser but not otherwise. Any waiver of the Condition
must be in writing and served upon the other party to this Agreement in accordance with the
provisions of clause 25 (Notices).






	4.9	 	If the Condition has not been satisfied in full (or waived in accordance with clause 4.8) on
or before the Long Stop Date (or such later date as shall be agreed in writing between the
Vendor and the Purchaser) this Agreement shall then immediately terminate (other than clauses
4 (Condition), 1 (Interpretation ), 11 (Confidentiality), 16 (Announcements), 17 (Entire
agreement), 21 (Costs and expenses), 25 (Notices) and 29 (Governing law)) and no party shall
have any claim against any other party under this Agreement or in respect of the subject
matter of this Agreement by the Purchaser save in respect of any liabilities which have
accrued prior to the Agreement terminating, in relation to the clauses of the Agreement that
remain in force.






	5	 	Conduct of the Business before Completion






	5.1	 	The Vendor shall procure that the Company and the Subsidiaries continue to carry on business
in substantially the same manner as their businesses have been carried on before the date of
this Agreement.




-14-









 












	5.2	 	Pending Completion, the Vendor shall procure that, without the prior written consent of the
Purchaser (which shall not be unreasonably withheld or delayed), neither the Company nor the
Subsidiaries, shall do or omit to do anything that is a breach of Schedule 7.






	5.3	 	Pending Completion, the Vendor shall procure that, upon reasonable request from the Purchaser
to the Vendor, subject to applicable legal and regulatory requirements the Purchaser is given
reasonable access during normal business hours to the books and records, documents,
information, data and financial affairs, including the statutory books, minute books,
contracts, customer lists, supplier lists and leases of, in each case relating solely to, the
Group but only to the extent that such documents exist and are in the possession of a member
of the Group.






	6	 	Indebtedness






	6.1	 	The Vendor shall procure that Sparex Limited sends both the Vendor and the Purchaser the Cash
Adjustment E-mail on or before 6 December 2010.






	6.2	 	The Vendor shall deliver to the Purchaser on or before the Completion Date, the Debt
Certificate.






	6.3	 	On or before the Completion Date, the Vendor shall procure that:






	 	(a)	 	FinanceCo repays the Sparex Debt Balance to Sparex Limited;
	 
	 	(b)	 	Sparex Limited makes an intra-group loan to the Company of an amount equal to
the Sparex Debt Balance; and thereafter
	 
	 	(c)	 	the Company repays part of the Holdings Debt Balance, so that following such
repayment of part of the Holdings Debt Balance, the Holding Debt Balance on the
Completion Date shall be equal to the Intra-Group Indebtedness.






	6.4	 	The parties hereby acknowledge that on the basis that the payment to be made by FinanceCo to
Sparex Limited pursuant to clause 6.3(a) above, the payment to be made by Sparex Limited to
the Company pursuant to clause 6.3(b) above and the payment to be made by the Company to
Finance Co pursuant to clause 6.3(c) above are all of an equal amount, the Vendor’s
procurement obligation for each of paragraphs (a), (b) and (c) of clause 6.3 above shall be
satisfied by making the appropriate accounting entries in the financial books of each of the
aforementioned companies and cash movements shall not be required.






	7	 	Completion






	7.1	 	Completion shall take place at the offices of the Vendor’s Solicitors (or any other location
agreed upon in writing by the Vendor and the Purchaser) on the fifth Business Day following
notice given by the Purchaser pursuant to clause 4.7 or, if later, at such other time as the
Vendor and Purchaser shall mutually agree in writing, when:






	 	(a)	 	the Purchaser shall deliver or cause to be delivered to the other the items
listed in Part 2 of Schedule 2;
	 
	 	(b)	 	the Purchaser shall procure the payment to the Vendor of an amount equal to
the Consideration by electronic transfer of cleared funds to the Designated Account ;
	 
	 	(c)	 	the Purchaser shall procure the repayment by the Company of the Holdings Debt
Balance, such repayment to be satisfied by the payment by the Company of a sum equal
to the Intra-Group Indebtedness by an electronic transfer of cleared funds to the
Designated Account;
	 
	 	(d)	 	subject to the Purchaser performing its obligations as aforesaid, the Vendor
shall deliver or cause to be delivered to the Purchaser the items listed in Part 1 of
Schedule 2; and




-15-









 






	 	(e)	 	subject to the Purchaser performing its obligations as aforesaid the Vendor
shall procure that the business specified in Part 3 of Schedule 2 is transacted at
meetings of the directors of the Company and each of the UK Subsidiaries.






	7.2	 	The Vendor hereby confirms that the payment of the amounts equal to the Intra-Group
Indebtedness and Consideration into the Designated Account shall be a sufficient discharge for
the Purchaser of its obligations under clauses 3.1, 7.1(b) and 7.1(c) and the Purchaser shall
not be concerned to see to the application thereof or be responsible for the loss or
misapplication of such sum.






	7.3	 	Pending Completion, the Vendor shall use its reasonable endeavours to organise:






	 	(a)	 	the issue of share certificates by the non-UK Subsidiaries in favour of the
shareholder member of such Non-UK Subsidiaries; and
	 
	 	(b)	 	any amendments required to the register of members of the Non-UK Subsidiaries
detailed in the disclosure, made against warranty 6 of Part 2 of Schedule 4 of this
Agreement, of the Disclosure Letter, to reflect the correct shareholder member of such
Subsidiary, but only to the extent such Subsidiary is required to maintain a register
of members by the jurisdiction of its incorporation,






	 	 	and for this purpose, in each case reasonable endeavours shall be limited to instructing
the Key Employees to organise such issue and amendment (as the case may be) and providing
all such reasonable assistance to the Key Employees and each non-UK Subsidiary to
facilitate such issue and amendment (as the case may be).






	8	 	Indemnities






	 	 	The Vendor shall indemnify the Purchaser (for itself and as agent and/or trustee for the
Company and each of the Subsidiaries) against all costs, expenses, damages, compensations,
fines and other liabilities:






	 	(a)	 	arising at any time as a result of the Company or any of the UK Subsidiaries
ceasing to participate or having ceased to participate in the Vendor Pension Scheme
(including without limitation any debt arising under Section 75 or 75A of the Pensions
Act 1995); or
	 
	 	(b)	 	arising out of or in connection with any contribution notice or financial
support direction that has been in the period prior to the date of this Agreement or
may be issued within six years of the date of this Agreement by the Pensions Regulator
(established under Section 1 of the Pensions Act 2004) under Section 38 or 43 of the
Pensions Act 2004 in respect of any pension arrangement of (i) the Vendor; or (ii) any
member of the Retained Group.






	9	 	Warranties






	9.1	 	The Vendor hereby warrants to the Purchaser at the date of this Agreement and on the
Effective Date:






	 	(a)	 	in the terms of the ‘A’ Warranties; and
	 
	 	(b)	 	so far as the Vendor is aware, having made all reasonable enquiry in the
circumstances in accordance with clause 9.2 below, in the terms of the ‘B’ Warranties,






	 	 	save, in each case, to the extent that facts or circumstances inconsistent with the
Warranties are fairly disclosed in the Disclosure Letter (or in the case of the Warranties
that are repeated on the Effective Date only and in respect of events or circumstances
arising following the date of this Agreement only), the Supplementary Disclosure Letter (if
any) and for this purpose “fairly disclosed” for the purposes of the Disclosure Letter and
the Supplementary Disclosure Letter (if




-16-









 






	 	 	any) means disclosed in such manner and with such
detail as to enable the Purchaser to make a reasonable assessment of the matter concerned.
For the purposes of the Warranties that are repeated on the Effective Date, any express or
implied reference in the Warranties to the date of this Agreement shall be deemed replaced
by a reference to the Effective Date,






	9.2	 	For the purposes of clause 9.1(b), the level of the Vendor’s awareness shall be limited only
to the actual awareness of Alan Fletcher, Ian Fisher and Andrew Fischer having made reasonable
enquiry of the Key Employees (but, for the avoidance of doubt, no other enquiries).






	9.3	 	The provisions of Schedule 6 which, among other things, negate, limit, regulate or otherwise
affect the liability of the Vendor in relation to Claims shall remain in full force and be
fully applicable in all circumstances and, in particular, notwithstanding any breach of the
Warranties or any claim against the Vendor in respect of the Warranties, whatever its nature
or consequences.






	9.4	 	The Purchaser acknowledges and agrees that it does not rely on and has not been induced to
enter into this Agreement on the basis of any warranties, representations, covenants,
undertakings, indemnities or other statements whatsoever, other than those expressly set out
in this Agreement and acknowledges and agrees that neither the Vendor, nor any of the Company
or its Subsidiaries, nor any of their agents, advisers, respective officers or employees have
given any such warranties, representations, covenants, undertakings, indemnities or other
statements including, without limitation, as to the accuracy or completeness of any
information and/or documentation (including, without limitation: (i) the Information
Memorandum; (ii) the contents of the Disclosure Letter; (iii) the contents of the Disclosure
Documents; (iv) the contents of the Data Room; (v) the Environmental Reports; (vi) the
Strategic Review; (vii) the PwC Report and (viii) any forecasts, estimates, projections,
statements of intent or statements of opinion) provided to or held or used by the Purchaser,
any other member of the Purchaser’s Group or any of their respective advisers or agents
(howsoever provided, held or used).






	9.5	 	The sole remedy of the Purchaser for any breach of any of the Warranties or any other breach
of this Agreement by the Vendor shall be an action for damages. The Purchaser shall not be
entitled to rescind or terminate this Agreement in any circumstances whatsoever, other than
any such right in respect of fraudulent misrepresentation.






	9.6	 	Any information supplied by the Company or the Subsidiaries, their officers or employees to
the Vendor in connection with, or to form the basis of, the Warranties or any matter covered
in the Disclosure Documents shall be deemed not to include or have included a representation,
warranty or guarantee of its accuracy to the Vendor and shall not constitute a defence to the
Vendor to any claim made by the Purchaser. The Vendor hereby waives any and all claims
against the Company, the Subsidiaries, their officers and employees in respect of any
information so supplied.






	10	 	Purchaser warranties and undertaking






	 	 	The Purchaser warrants to the Vendor at the date of this Agreement in the terms of the
Purchaser Warranties in Schedule 5 by reference to the facts and circumstances existing at
such time.






	11	 	Confidentiality






	11.1	 	The Vendor (for itself and each member of the Retained Group) and the Purchaser (for itself
and each member of the Purchaser’s Group) hereby undertake that they shall both during and
after the term of this Agreement preserve the confidentiality of the Non-Disclosable
Information, and except to the extent otherwise expressly permitted by this Agreement, not
directly or indirectly reveal, report, publish, disclose or transfer or use for its own or any other purposes such
Non-Disclosable Information, and provided that any Confidential Information solely relating
to the Group in relation to the period before Completion shall not be Confidential
Information of the Vendor following Completion and, for the avoidance of doubt, any
Confidential Information relating solely to the Group in relation to the period after
Completion shall be Confidential Information of the Purchaser.




-17-









 












	11.2	 	Notwithstanding any other provision in this Agreement, any party may, after consultation with
the other party whenever practicable (and legally permissible), disclose Non-Disclosable
Information if and to the extent:






	 	(a)	 	required by law; or
	 
	 	(b)	 	required by any securities exchange on which any party’s securities are
listed or traded; or
	 
	 	(c)	 	required by any regulatory or governmental or other authority with relevant
powers to which any party is subject or submits (whether or not the authority has the
force of law); or
	 
	 	(d)	 	requires to vest the full benefit of this Agreement in that party or to
enforce any of the rights of that party in this Agreement; or
	 
	 	(e)	 	required by its professional advisers, officers, employees, consultants,
subcontractors, insurance brokers, or agents to provide their services (and subject
always to similar duties of confidentiality); or
	 
	 	(f)	 	that information is in or has come into the public domain through no fault of
that party; or
	 
	 	(g)	 	the other parties have given prior written consent to the disclosure; or
	 
	 	(h)	 	it is necessary to obtain any relevant tax clearances from any appropriate
tax authority.






	11.3	 	The Purchaser hereby agrees to (and shall procure that each member of the Purchaser’s Group
shall) keep secret and confidential and not to (and shall procure that each member of the
Purchaser’s Group shall not) use, disclose or divulge to any third party or enable or cause
any person to become aware of any confidential information relating to any member of the
Retained Group including but not limited to intellectual property (whether owned or licensed
by any of such companies), inventions, know-how, lists of customers, reports, notes, memoranda
and all other documentary records pertaining to such companies or their business affairs,
finances, suppliers, customers or contractual or other arrangements provided always that the
restrictions contained in this clause 11.3 shall not apply to any confidential information if
and to the extent disclosure is required in respect of any matters set out in paragraphs (a)
to (h) of clause 11.2.






	11.4	 	The restrictions in this clause 11 shall continue to apply after Completion without limit in
time.






	12	 	Access






	 	 	The Purchaser shall make available to the Vendor any Books and Records of the Company
and/or the Subsidiaries as the case may be, (or, if practicable, the relevant parts of
those Books and Records) which are reasonably required by the Vendor for the purpose of
dealing with its Tax affairs and accordingly, the Purchaser shall, upon being given
reasonable notice by the Vendor and subject to the Vendor giving such undertaking as to
confidentiality as the Purchaser shall reasonably require, procure that such Books and
Records are made available to the Vendor for inspection (during Working Hours) and copying
(at the Vendor’s expense) for and only to the extent necessary for such purpose and for a
period of six years from Completion.






	13	 	Restrictions






	13.1	 	The Vendor hereby agrees that it will not and will procure that no other member of the
Retained Group shall either alone or together with or as agent, officer or employee of any
other person, firm or company for a period of one year from Completion offer employment to or
employ or offer to conclude any contract of services with any Key Employee or procure or
facilitate the making of such an offer by any person, firm or company or entice or endeavour
to entice any Key Employee to terminate their employment or contract for services with the
Subsidiaries, provided that this 




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	 	 	clause 13.1 shall not prevent any member of the Retained
Group from employing any person who responds to a public advertisement for the relevant
vacancy placed by or on behalf of the relevant member of the Retained Group if there has been
no previous contact between any member of the Retained Group (or any person acting on its
behalf) and that person.






	13.2	 	The Vendor acknowledges that the restriction in clause 13.1 is reasonable and that the
duration, extent and application of the restriction is no greater than is necessary for the
protection of the goodwill of the business of the Group. Should the restriction be found to
be void or unenforceable without the deletion of some part of it or the reduction in duration
specified, that restriction shall apply with such modification as may be necessary to make it
valid.






	13.3	 	After Completion, the Vendor shall not and shall procure that each member of the Retained
Group shall not without the Purchaser’s express agreement hold itself out as being interested
in or in any way connected (other than as a matter of historic fact) with any member of the
Group or permit any person to hold out the Vendor or any other member of the Retained Group as
being so interested.






	13.4	 	After Completion, the Purchaser shall not and shall procure that each member of the
Purchaser’s Group shall not without the Vendor’s express agreement hold itself out as being
interested in or in any way connected (other than as a matter of historic fact) with any
member of the Retained Group or permit any person to hold out the Purchaser or any other
member of the Purchaser’s Group as being so interested.






	14	 	Post Completion undertakings






	14.1	 	The Purchaser shall procure that the Company and the Subsidiaries shall within 20 Business
Days after Completion remove any name containing a reference to the name “Rubicon” or the
whole or part of the corporate name of any other member of the Retained Group or any
confusingly similar word or name or the logo of any other member of the Retained Group on any
vans or vehicles or work-clothing provided by the Subsidiaries to its employees.






	14.2	 	The Purchaser shall procure that within 10 Business Days after Completion the Subsidiaries
and the Company shall have ceased communicating (whether in writing, orally or otherwise) or
otherwise, trading with any third party using any name containing a reference to “Rubicon” or
the whole or part of the corporate name of any other member of the Retained Group or any
confusingly similar word or name.






	15	 	Further assurance






	 	 	For a period of 12 months from the Completion Date, the Vendor shall, at the Purchaser’s
reasonable cost (and, for the avoidance of doubt, the Vendor shall not be required to incur
any cost which is not reimbursed by the Purchaser), execute all such deeds and documents
and do all such reasonable things as the Purchaser may reasonably require for giving the
Purchaser the legal and beneficial title to the Shares and are necessary to perfect the
matters intended to be effected pursuant to this Agreement.






	16	 	Announcements






	16.1	 	Except to the extent otherwise expressly permitted by this Agreement and except for the
announcement in the agreed form, the parties shall not make any public announcement or issue a
press release or respond to any enquiry from the press or other media concerning or
relating to this Agreement or its subject matter or any ancillary matter.






	16.2	 	Notwithstanding any other provision in this Agreement, any party may, after consultation with
the other parties whenever practicable, make or permit to be made an announcement concerning
or relating to this Agreement or its subject matter or any ancillary matter if and to the
extent required by:




-19-









 












	 	(a)	 	law; or
	 
	 	(b)	 	any securities exchange on which any party’s securities are listed or traded;
or
	 
	 	(c)	 	any regulatory or governmental or other authority with relevant powers to
which any party is subject or submits, whether or not the requirement has the force of
law; or
	 
	 	(d)	 	where the form of such announcement is first approved in writing by the
Vendor and the Purchaser.






	17	 	Entire agreement






	17.1	 	This Agreement and the documents referred to or incorporated in it constitute the entire
agreement between the parties relating to the subject matter of this Agreement and supersede
and extinguish any prior drafts, agreements, undertakings, representations, warranties and
arrangements of any nature whatsoever, whether or not in writing, between the parties in
relation to the subject matter of this Agreement.
	 
	17.2	 	Each of the parties acknowledges and agrees that it has not entered into this Agreement in
reliance on any statement or representation of any person (whether a party to this Agreement
or not) other than as expressly incorporated in this Agreement.
	 
	17.3	 	Nothing in this Agreement, or in any other document referred to herein shall be read or
construed as excluding any liability or remedy as a result of fraud.
	 
	17.4	 	Without limiting the generality of the foregoing, each of the parties irrevocably and
unconditionally waives any right or remedy it may have to claim damages and/or to rescind this
Agreement by reason of any misrepresentation (other than a fraudulent misrepresentation)
having been made to it by any person (whether party to this Agreement or not) and upon which
it has relied in entering into this Agreement.
	 
	17.5	 	Each of the parties acknowledges and agrees that the only cause of action available to it
under the terms of this Agreement shall be for breach of contract.
	 
	18	 	Completion and rescission
	 
	18.1	 	Any provisions of this Agreement shall, so far as they are capable of being performed or
observed, continue in full force and effect notwithstanding Completion except in respect of
those matters already performed.
	 
	18.2	 	Neither the Purchaser nor the Vendor shall have any right to rescind or terminate this
Agreement or treat this Agreement as rescinded or terminated or to delay performance of its
obligations under this Agreement or under the provisions of the Misrepresentation Act 1967,
the Unfair Contract Terms Act 1977 or for any other reason, or in any circumstances,
whatsoever, and accordingly, each party hereby waives all such other rights of rescission
and/or termination that it might otherwise have in respect of this Agreement save to the
extent that such right of rescission or termination arises as a result of the fraud of the
other party.
	 
	19	 	Cumulative rights
	 
	 	 	The rights of the parties under this Agreement are independent, cumulative and without
prejudice to all other rights available to them whether as a matter of common law, statute,
custom or otherwise.
	 
	20	 	Assignment and transfer
	 
	20.1	 	Subject to clause 20.2, this Agreement is personal to the parties and no party may assign,
transfer, subcontract, delegate, charge or otherwise deal in any other manner with this
Agreement or any of its rights or obligations nor grant, declare, create or dispose of any
right or interest in it without the 




-20-









 






	 	 	prior written consent of the other party. Any purported
assignment, transfer, subcontracting, delegation, charging or dealing in contravention of this
clause 20 shall be ineffective.






	20.2	 	The benefit of this Agreement may be assigned by the Purchaser to a member of the Purchaser’s
Group provided that the Purchaser shall procure that any member of the Purchaser’s Group to
whom any or all of the rights under this Agreement are assigned shall assign such rights back
to the Purchaser immediately prior to it ceasing to be a member of the Purchaser’s Group
provided that where the Purchaser has assigned any of the benefit of this Agreement, the
liability of the Vendor under this Agreement shall in no circumstances be greater than
liability would have been had no assignment taken place.
	 
	21	 	Costs and expenses
	 
	 	 	Subject to clause 3.4, each party shall pay its own costs and expenses in relation to the
negotiation, preparation, execution, performance and implementation of this Agreement and
each document referred to in it and other agreements forming part of the transaction, save
that this clause shall not prejudice the right of either party to seek to recover its costs
in any litigation or dispute resolution procedure which may arise out of this Agreement.
	 
	22	 	Waiver
	 
	22.1	 	A waiver of any right, power, privilege or remedy provided by this Agreement must be in
writing and may be given subject to any conditions thought fit by the grantor. For the
avoidance of doubt, any omission to exercise, or delay in exercising, any right, power,
privilege or remedy provided by this Agreement shall not constitute a waiver of that or any
other right, power, privilege or remedy.
	 
	22.2	 	A waiver of any right, power, privilege or remedy provided by this Agreement shall not
constitute a waiver of any other breach or default by the other party and shall not constitute
a continuing waiver of the right, power, privilege or remedy waived or a waiver of any other
right, power, privilege or remedy.
	 
	22.3	 	Any single or partial exercise of any right, power, privilege or remedy arising under this
Agreement shall not preclude or impair any other or further exercise of that or any other
right, power, privilege or remedy.
	 
	23	 	Variation
	 
	 	 	Any variation of this Agreement or of any of the documents referred to in it is valid only
if it is in writing (which, for this purpose, does not include email) and signed by or on
behalf of each party.
	 
	24	 	Severance and nature of obligations
	 
	24.1	 	If any provision of this Agreement is held to be invalid or unenforceable by any judicial or
other competent authority, all other provisions of this Agreement will remain in full force
and effect and will not in any way be impaired.
	 
	24.2	 	If any provision of this Agreement is held to be invalid or unenforceable but would be valid
or enforceable if some part of the provision were deleted, or the period of the obligation
reduced in time, or the range of activities or area covered, reduced in scope, the provision in question
will apply with the minimum modifications necessary to make it valid and enforceable.
	 
	25	 	Notices
	 
	25.1	 	Any communication to be given in connection with this Agreement shall be in writing in
English except where expressly provided otherwise and shall either be delivered by hand or
sent by first class prepaid post or fax or by email. Delivery by courier shall be regarded as
delivery by hand.
	 
	25.2	 	Such communication shall be sent to the address of the relevant party or his fax number or
email address set out in the Communications List or to such other address or fax number or
email 




-21-









 






	 	 	address as may previously have been communicated by one party to all the others in
accordance with this clause 25.2 and clause 25.5. Each communication shall be marked for the
attention of the relevant person.






	25.3	 	A communication shall be deemed to have been served:






	 	(a)	 	if delivered by hand at the address referred to in clause 25.2, at the time
of delivery;
	 
	 	(b)	 	if sent by first class prepaid post to the address referred to in clause
25.2, at the expiration of two clear days after the time of posting; and
	 
	 	(c)	 	if sent by fax to the number referred to in clause 25.2 or sent by email to
the email address specified in that clause, at the time of completion of transmission
by the sender.






	 	 	If a communication would otherwise be deemed to have been delivered outside normal business
hours (being 9:30 a.m. to 5:30 p.m. on a Business Day) in the time zone of the territory of
the recipient under the preceding provisions of this clause 25.3, it shall be deemed to
have been delivered at the next opening of such business hours in the territory of the
recipient.






	25.4	 	In proving service of the communication, it shall be sufficient to show that delivery by hand
was made or that the envelope containing the communication was properly addressed and posted
as a first class prepaid letter or that the fax was despatched and a confirmatory transmission
report received or that the email was transmitted to the correct email address, whether or not
opened or read by the recipient.
	 
	25.5	 	A party may notify the other parties to this Agreement of a change to its name, relevant
person, address or fax number or email address for the purposes of clause 25.2 provided that
such notification shall only be effective on:






	 	(a)	 	the date specified in the notification as the date on which the change is to
take place; or
	 
	 	(b)	 	if no date is specified or the date specified is less than five clear
Business Days after the date on which notice is deemed to have been served, the date
falling five clear Business Days after notice of any such change is deemed to have
been given.






	25.6	 	For the avoidance of doubt, the parties agree that the provisions of clauses 25.1, 25.2,
25.3, 25.4 and 25.5 shall not apply in relation to the service of any claim form, application
notice, order, judgment or other document relating to or in connection with any proceeding,
suit or action arising out of or in connection with this Agreement.






	26	 	No set-off






	 	 	All payments to be made under this Agreement or the Tax Deed shall be made in full without
any set-off or counterclaim and free from any deduction or withholding save as may be
required by law in which event such deduction or withholding shall not exceed the minimum
amount which is required by law to be deducted or withheld and the payer will
simultaneously pay to the payee such additional amounts as will result in the receipt by
the payee of a net amount equal to the full amount which would otherwise have been receivable had no such deduction or withholding been
required.






	27	 	Counterparts






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






	28	 	Governing language






	28.1	 	This Agreement is in English.




-22-









 












	28.2	 	If this Agreement is translated into any language other than English, the English language
text shall prevail in any event.
	 
	28.3	 	Each notice, instrument, certificate or other communication to be given by one party to
another in this Agreement or in connection with this Agreement shall be in English (being the
language of negotiation of this Agreement) and if such notice, instrument, certificate or
other communication or this Agreement is translated into any other language, the English
language text shall prevail.
	 
	29	 	Governing law
	 
	 	 	This Agreement and any dispute or claim arising out of or in connection with it or its
subject matter, whether of a contractual or non-contractual nature, shall be governed by
and construed in accordance with the law of England and Wales.
	 
	30	 	Jurisdiction
	 
	 	 	The parties irrevocably agree that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute which may arise out of or in connection with this
Agreement in respect of any claim brought against the Vendor and shall have non-exclusive
jurisdiction in respect of any claim brought by the Vendor.
	 
	31	 	Interpretation
	 
	31.1	 	The clause and paragraph headings and the table of contents used in this Agreement are
inserted for ease of reference only and shall not affect construction.
	 
	31.2	 	References in this Agreement and the Schedules to the parties, the Introduction, Schedules
and clauses are references respectively to the parties, the Introduction and Schedules to and
clauses of this Agreement.
	 
	31.3	 	References to documents “in the agreed form” are to documents in terms agreed between the
parties prior to execution of this Agreement, annexed to this Agreement and initialled for
identification by or on behalf of the Vendor and the Purchaser.
	 
	31.4	 	Where any Warranty is qualified by reference to materiality (including by a phrase such as
“in all material respects”), such reference shall, unless specified to the contrary, be
construed as reference to materiality in the context of the Group as a whole.
	 
	31.5	 	References to “writing” or “written” includes any other non-transitory form of visible
reproduction of words.
	 
	31.6	 	References to times of the day are to that time in London and references to a day are to a
period of 24 hours running from midnight.
	 
	31.7	 	References to any English legal term or legal concept shall in respect of any jurisdiction
other than England be deemed to include that which most approximates in that jurisdiction to
such English legal term or legal concept.
	 
	31.8	 	References to persons shall include bodies corporate, unincorporated associations and
partnerships, in each case whether or not having a separate legal personality.
	 
	31.9	 	References to the word “include” or “including” (or any similar term) are not to be construed
as implying any limitation and general words introduced by the word “other” (or any similar
term) shall not be given a restrictive meaning by reason of the fact that they are preceded by
words indicating a particular class of acts, matters or things.
	 
	31.10	 	Save where the context specifically requires otherwise, words importing one gender shall be
treated as importing any gender, words importing individuals shall be treated as importing
corporations and vice versa, words importing the singular shall be treated as importing the
plural 




-23-









 






	 	 	and vice versa, and words importing the whole shall be treated as including a reference
to any part thereof.






	31.11	 	References to statutory provisions, enactments or EC Directives shall include references to
any amendment, modification, extension, consolidation, replacement or re-enactment of any such
provision, enactment or Directive (whether before or after the date of this Agreement), to any
previous enactment which has been replaced or amended and to any regulation, instrument or
order or other subordinate legislation made under such provision, enactment or Directive,
unless any such change imposes upon any party any liabilities or obligations which are more
onerous than as at the date of this Agreement.
	 
	31.12	 	A company or other entity shall be a “holding company” for the purposes of this Agreement if
it falls within either the meaning attributed to that term in section 1159 and Schedule 6
Companies Act 2006 or the meaning attributed to the term “parent undertaking” in section 1162
and Schedule 7 of such Act, and a company or other entity shall be a “subsidiary” for the
purposes of this Agreement if it falls within any of the meanings attributed to a “subsidiary”
in section 1159 and Schedule 6 Companies Act 2006 (as amended) or the meaning attributed to
the term “subsidiary undertaking” in section 1162 and Schedule 7 of such Act, and the terms
“subsidiaries” and “holding companies” are to be construed accordingly.
	 
	31.13	 	Words and phrases defined in the Companies Act 2006 shall, save as expressly provided in
this Agreement, have the same meanings in this Agreement.
	 
	31.14	 	Section 839 ICTA (replaced by sections 1122 and 1123 of Corporation Tax Act 2010 from 1
April 2010 for accounting periods ending on or after that date) is to apply to determine
whether one person is connected with another for the purposes of this Agreement.
	 
	32	 	Rights of third parties
	 
	 	 	Subject to the rights of the Company, the Subsidiaries and their respective officers and
employees being able to rely on the provisions of clause 9.6 and except as otherwise
expressly stated, this Agreement does not confer any rights on any person or party (other
than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act
1999. For the avoidance of doubt, the consent of the aforementioned persons shall not be
required for any variation to this Agreement agreed to by the parties to this Agreement,
nor for any termination of this Agreement by the parties to this Agreement.
	 
	33	 	Execution
	 
	 	 	This Agreement is entered into by the parties on the date at the beginning of this
Agreement.






-24-












 





SCHEDULE 1




Part 1: Particulars of the Company



	 	 	 

	Name:

	 	Sparex Holdings Limited
	 
	 	 
	Number:

	 	 05586098
	 
	 	 
	Registered office:

	 	2B Sidings Court

Doncaster

DN4 5NU
	 
	 	 
	Issued share capital:

	 	1 ordinary share of £1
	 
	 	 
	 

	 	2 B ordinary shares of £1
	 
	 	 
	Shareholder:

	 	Rubicon Partners Industries LLP
	 
	 	 
	Directors:

	 	Andrew Olaf Fischer

Rubicon Partners

2B Sidings Court

Doncaster

DN4 5NU
	 
	 	 
	 

	 	Ian Fisher

Rubicon Partners

2B Sidings Court

Doncaster

DN4 5NU
	 
	 	 
	 

	 	Alan Thomas Fletcher

Rubicon Partners

2B Sidings Court

Doncaster

DN4 5NU
	 
	 	 
	 

	 	Jonathan Charles Richardson

Rubicon Partners

2B Sidings Court

Doncaster

DN4 5NU
	 
	 	 
	Secretary:

	 	Jonathan Charles Richardson

Rubicon Partners

2B Sidings Court

Doncaster

DN4 5NU
	 
	 	 





-25-









 






Part 2: Particulars of the Subsidiaries




	 	 	 

	Name:

	 	Anglehawk Limited
	 
	 	 
	Number:

	 	 03940260
	 
	 	 
	Registered office:

	 	2B Sidings Court

Doncaster

DN4 5NU
	 
	 	 
	Issued share capital:

	 	901 Ordinary shares of £1 each
	 
	 	 
	Shareholder:

	 	Sparex Holdings Limited
	 
	 	 
	Directors:

	 	Andrew Olaf Fischer

Rubicon Partners

2B Sidings Court

Doncaster

DN4 5NU
	 
	 	 
	 

	 	Ian Fisher

Rubicon Partners

2B Sidings Court

Doncaster

DN4 5NU
	 
	 	 
	 

	 	Alan Thomas Fletcher

Rubicon Partners

2B Sidings Court

Doncaster

DN4 5NU
	 
	 	 
	 

	 	Jonathan Charles Richardson

Rubicon Partners

2B Sidings Court

Doncaster

DN4 5NU
	 
	 	 
	Secretary:

	 	Jonathan Charles Richardson

Rubicon Partners

2B Sidings Court

Doncaster

DN4 5NU






-26-









 






	 	 	 

	Name:

	 	Sparex Limited
	 
	 	 
	Number:

	 	 00841771
	 
	 	 
	Registered office:

	 	Exeter Airport

Devon

EX5 2LJ
	 
	 	 
	Issued share capital:

	 	261,612 Ordinary shares of £1 each
	 
	 	 
	Shareholder:

	 	Anglehawk Limited
	 
	 	 
	Directors:

	 	Andrew Olaf Fischer

The Chantry Little Casterton

Rutland

Stamford

Lincolnshire

PE3 4BE
	 
	 	 
	 

	 	Ian Fisher

26 Loudoun Road

London

NW8 0LT
	 
	 	 
	 

	 	Alan Thomas Fletcher

14 Fiery Hill Road

Barnt Green

Birmingham

B45 8LG
	 
	 	 
	 

	 	Alasdair Frederick Lachlan Maclean

Mulberry Knowles

Coly Road

Colyton

Devon

EX13 6PU
	 
	 	 
	 

	 	Pierre Nadeau

Swiss Cottage

Mapstone Hill

Lustleigh

Newton Abbot

Devon

TQ13 9SE






-27-









 






	 	 	 

	 

	 	Stephen Brian Potter

12 Avon Road

West Moors

Ferndown

Dorset

BH22 0EG
	 
	 	 
	 

	 	Jonathan Charles Richardson

24 Foxcote Way

Walton

Chesterfield

Derbyshire

S42 7NP
	 
	 	 
	 

	 	Theunis Stortenbeker

33 Parkside Drive

Exmouth

Devon

EX8 4LB
	 
	 	 
	Secretary:

	 	Hugh Andrew Trapnell

5 The Orchard

Abbotskerwell

Devon

TQ12 5QE






-28-









 






	 	 	 

	Name:

	 	Sparex Agrirepuestos SL
	 
	 	 
	Number:

	 	 90121335
	 
	 	 
	Registered office:

	 	C/Amboto 7-9

Poligono Industrial Ansoleta

01194 Vitoria — Gasteiz Spain
	 
	 	 
	Issued share capital:

	 	€ 111,000: 500 shares of € 222 each
	 
	 	 
	Shareholder:

	 	Sparex Limited holds 495 shares
	 
	 	 
	 

	 	Sparex International limited holds 5 shares
	 
	 	 
	Directors:

	 	Mercedes Acevedo
	 
	 	 
	Secretary:

	 	Joanne Hiorns
	 
	 	 





-29-









 






	 	 	 

	Name:

	 	Sparex (Tractor Accessories) Limited
	 
	 	 
	Number:

	 	Certificate No 72127
	 
	 	 
	Registered office:

	 	Grannagh

Waterford

Ireland
	 
	 	 
	Issued share capital:

	 	€6,250: 5,000 shares of €1.25 each
	 
	 	 
	Shareholder:

	 	Sparex Limited holds 4,999 shares
	 
	 	 
	 

	 	Sparex International Limited holds 1 share
	 
	 	 
	Directors:

	 	Alasdair MacLean

John Laffan

Stephen Potter

Pierre Nadeau

Denise Phelan
	 
	 	 
	Secretary:

	 	Denise Phelan






-30-









 






	 	 	 

	Name:

	 	Sparex AB
	 
	 	 
	Number:

	 	 556246-9212
	 
	 	 
	Registered office:

	 	Box 2006

523 02 Timmele

Sweden
	 
	 	 
	Issued share capital:

	 	Skr 100,000DES: 1,000 shares of Skr 100
	 
	 	 
	Shareholder:

	 	Sparex Limited
	 
	 	 
	Directors:

	 	Marita Gustavsson

Anders Ohlsson

Pierre Nadeau

Stephen Potter
	 
	 	 
	Secretary:

	 	Marita Gustavsson







-31-












 





	 	 	 

	Name:

	 	Sparex ApS
	 
	 	 
	Number:

	 	Reg.nr ApS 43816
	 
	 	 
	Registered office:

	 	Sondergarden 12
	 

	 	DK-9640 Farso
	 

	 	Denmark
	 
	 	 
	Issued share capital:

	 	DKK 200,000: 200 shares of DKK 1,000 each
	 
	 	 
	Shareholder:

	 	Sparex Limited
	 
	 	 
	Directors:

	 	Roger G Willmot
	 

	 	Brian Veje
	 

	 	Stephen Potter
	 

	 	Pierre Nadeau
	 
	 	 
	Secretary:

	 	Brian Veje






-32-









 






	 	 	 

	Name:

	 	Sparex Australia Pty Limited
	 
	 	 
	Number:

	 	005 437 150
	 
	 	 
	Registered office:

	 	Lot 2 Geelong Road
	 

	 	Bacchus Marsh
	 

	 	Victoria 3340
	 
	 	 
	Issued share capital:

	 	A$ 10,000: 10,000 shares of A$ 1
	 
	 	 
	Shareholder:

	 	Sparex Limited holds 9,999 shares
	 
	 	 
	 

	 	Sparex International Limited holds 1 share
	 
	 	 
	Directors:

	 	Bruce Enright
	 

	 	Alasdair MacLean
	 

	 	Pierre Nadeau
	 

	 	Stephen Potter
	 

	 	James Haarhoff
	 
	 	 
	Secretary:

	 	Bruce Enright






-33-









 






	 	 	 

	Name:

	 	Sparex Limited Vestiging Holland B.V.
	 
	 	 
	Number:

	 	 006054468
	 
	 	 
	Registered office:

	 	Hanepoel 156
	 

	 	2136 NN Zwaanshoek
	 

	 	Holland
	 
	 	 
	Issued share capital:

	 	€15,882: 35 shares of € 453.78 each
	 
	 	 
	Shareholders:

	 	Sparex Limited
	 
	 	 
	Directors:

	 	Ad Hagens
	 

	 	Pierre Nadeau
	 

	 	Stephen Potter
	 
	 	 
	Secretary:

	 	Not applicable






-34-









 






	 	 	 

	Name:

	 	Sparex Belgium BVBA
	 
	 	 
	Number:

	 	BE 0426.612.928
	 
	 	 
	Registered office:

	 	Toevluchtweg 9
	 

	 	 8620 Nieuwpoort
	 

	 	Belgium
	 
	 	 
	Issued share capital:

	 	€18,600: 250 shares of € 74.40 each
	 
	 	 
	Shareholder:

	 	Sparex Limited holds 249 shares
	 
	 	 
	 

	 	M Leopold Declercq holds 1 share in trust
	 
	 	 
	Directors:

	 	M Leopold Declercq
	 
	 	 
	Secretary:

	 	Not applicable






-35-









 






	 	 	 

	Name:

	 	Sparex Distributors New Zealand Limited
	 
	 	 
	Number:

	 	AK353160
	 
	 	 
	Registered office:

	 	CST Nexia Limited, Chartered Accountants
	 

	 	L3 CST Nexia Centre
	 

	 	22 Amersham Way
	 

	 	Manukau City
	 

	 	Auckland
	 

	 	New Zealand
	 
	 	 
	Issued share capital:

	 	NZ$ 50,000: 50,000 shares of NZ$ 1 each
	 
	 	 
	Shareholders:

	 	Sparex Limited holds 49,999 shares
	 
	 	 
	 

	 	Sparex International Limited holds 1 share
	 
	 	 
	Directors:

	 	C J MacKenzie
	 

	 	S MacKenzie
	 

	 	AFL MacLean
	 

	 	WB MacKenzie
	 

	 	Pierre Nadeau
	 

	 	Stephen Potter
	 
	 	 
	Secretary:

	 	Not applicable






-36-









 






	 	 	 

	Name:

	 	Sparex Handels-und Vertriebs GmbH
	 
	 	 
	Number:

	 	HRB 120147
	 
	 	 
	Registered office:

	 	Hansestr. 22
	 

	 	 27419 Sittensen
	 

	 	Germany
	 
	 	 
	Issued share capital:

	 	€2,000,000.00
	 
	 	 
	Shareholder:

	 	Sparex Limited
	 
	 	 
	Directors:

	 	Roger Willmot
	 

	 	S Mueller
	 

	 	Pierre Nadeau
	 

	 	Stephen Potter
	 
	 	 
	Secretary:

	 	Not applicable






-37-









 






	 	 	 

	Name:

	 	Sparex Inc.
	 
	 	 
	Number:

	 	 472879
	 
	 	 
	Registered office:

	 	 190 Lena Drive
	 

	 	Aurora
	 

	 	Ohio 44202
	 
	 	 
	Issued share capital:

	 	$75,000: 500 shares of $150 each
	 
	 	 
	Shareholder:

	 	Sparex Limited
	 
	 	 
	Directors:

	 	Ralph Seymour
	 

	 	Kathleen Seymour
	 

	 	Stephen Potter
	 

	 	Pierre Nadeau
	 
	 	 
	Secretary:

	 	Not applicable






-38-









 






	 	 	 

	Name:

	 	Sparex International Limited
	 
	 	 
	Number:

	 	 01750165
	 
	 	 
	Registered office:

	 	Exeter Airport
	 

	 	Devon
	 

	 	EX5 2LJ
	 
	 	 
	Issued share capital:

	 	2 Ordinary shares of £1 each
	 
	 	 
	Shareholder:

	 	Sparex Limited
	 
	 	 
	Directors:

	 	Andrew Olaf Fischer
	 

	 	The Chantry Little Casterton
	 

	 	Rutland
	 

	 	Stamford
	 

	 	Lincolnshire
	 

	 	PE3 4BE
	 
	 	 
	 

	 	Ian Fisher
	 

	 	 26 Loudoun Road
	 

	 	London
	 

	 	NW8 0LT
	 
	 	 
	 

	 	Alan Thomas Fletcher
	 

	 	 14 Fiery Hill Road
	 

	 	Barnt Green
	 

	 	Birmingham
	 

	 	B45 8LG
	 
	 	 
	 

	 	Alasdair Frederick Lachlan Maclean
	 

	 	Mulberry Knowles
	 

	 	Coly Road
	 

	 	Colyton
	 

	 	Devon
	 

	 	EX13 6PU
	 
	 	 
	 

	 	Pierre Nadeau
	 

	 	Swiss Cottage
	 

	 	Mapstone Hill
	 

	 	Lustleigh
	 

	 	Newton Abbot
	 

	 	Devon
	 

	 	TQ13 9SE






-39-









 






	 	 	 

	 

	 	Stephen Brian Potter
	 

	 	 12 Avon Road
	 

	 	West Moors
	 

	 	Ferndown
	 

	 	Dorset
	 

	 	BH22 0EG
	 
	 	 
	 

	 	Jonathan Charles Richardson
	 

	 	 24 Foxcote Way
	 

	 	Walton
	 

	 	Chesterfield
	 

	 	Derbyshire
	 

	 	S42 7NP
	 
	 	 
	 

	 	Theunis Stortenbeker
	 

	 	 33 Parkside Drive
	 

	 	Exmouth
	 

	 	Devon
	 

	 	EX8 4LB
	 
	 	 
	Secretary:

	 	Hugh Andrew Trapnell
	 

	 	 5 The Orchard
	 

	 	Abbotskerswell
	 

	 	Devon
	 

	 	TQ12 5QE






-40-









 






	 	 	 

	Name:

	 	Sparex Maschinenzubehör

Handelsgesellschaft.m.b.H
	 
	 	 
	Number:

	 	FN 101852h
	 
	 	 
	Registered office:

	 	Gewerbezone 11 — Hunnenbrun
	 

	 	 9300 St. Weit an derGlan
	 

	 	Austria
	 
	 	 
	Issued share capital:

	 	€36,500
	 
	 	 
	Shareholder:

	 	Sparex Limited
	 
	 	 
	Directors:

	 	R Wette
	 

	 	R G Willmot
	 

	 	Pierre Nadeau
	 

	 	Stephen Potter
	 
	 	 
	Secretary:

	 	Not applicable







-41-












 





	 	 	 

	Name:
	 	Sparex Canada Limited
	 
	 	 
	Number:
	 	001496810
	 
	 	 
	Registered office:
	 	4168 Hwy 2, R.R. 8

	 
	 	Newcastle,

	 
	 	Ontario,

	 
	 	Canada L1B 1L9
	 
	 	 
	Issued share capital:
	 	1,000 class “A” Common Shares of no par value
	 
	 	 
	Shareholder:
	 	Sparex Limited
	 
	 	 
	Directors:
	 	Arthur Rienstra

	 
	 	Lillie Rienstra

	 
	 	Barbara Rienstra

	 
	 	Sue Rienstra

	 
	 	Pierre Nadeau

	 
	 	Stephen Potter

	 
	 	Ralph Seymour
	 
	 	 
	Secretary:
	 	Sue Rienstra
	 
	 	 





-42-









 






	 	 	 

	Name:
	 	Sparex Portugal Importacao e Comercio de Pecas Lda
	 
	 	 
	Number:
	 	504816063
	 
	 	 
	Registered office:
	 	Lugar Espera

	 
	 	2565-715 Runa

	 
	 	Portugal
	 
	 	 
	Issued share capital:
	 	€5,000: 5,000 shares of DES1 each
	 
	 	 
	Shareholder:
	 	Sparex Limited holds 4,900 shares
	 
	 	 
	 
	 	Sparex International Limited holds 100 shares
	 
	 	 
	Directors:
	 	Luis Miguel Garcia Gameiro Cardoso

	 
	 	Pierre Nadeau

	 
	 	Stephen Potter
	 
	 	 
	Secretary:
	 	Not applicable
	 
	 	 





-43-









 






	 	 	 

	Name:

	 	Sparex (Proprietary) Limited
	 
	 	 
	Number:

	 	1981/011138/07
	 
	 	 
	Registered office:

	 	Suites 1-3, Dalbergia Building

Forest Square, 11

Derby Place

Derby Downs Office Park

Westville 3629
	 
	 	 
	Issued share capital:

	 	R 377,000: 377,000 shares of 1 rand each
	 
	 	 
	Shareholders:

	 	Sparex Limited
	 
	 	 
	Directors:

	 	NLJ Larter

AFL MacLean

BMMAE de Brauwere van Steeland

MC Phipson

Pierre Nadeau

Stephen Potter
	 
	 	 
	Secretary:

	 	M.C. Phipson
	 
	 	 





-44-









 






	 	 	 

	Name:

	 	Sparex S.A.R.L.
	 
	 	 
	Number:

	 	73 B 40
	 
	 	 
	Registered office:

	 	Z.A.E. de Ty Douar

29450 Commana

France
	 
	 	 
	Issued share capital:

	 	€ 152,449: 4,000 shares of € 38.11
	 
	 	 
	Shareholder:

	 	Sparex Limited holds 3,980 shares
	 
	 	 
	 

	 	Sparex international Limited holds 20 shares
	 
	 	 
	Directors:

	 	A Pinvidic

Pierre Nadeau

Stephen Potter
	 
	 	 
	Secretary:

	 	Not applicable
	 
	 	 





-45-









 






	 	 	 

	Name:
	 	Spenco Engineering Co Limited
	 
	 	 
	Number:
	 	01242155
	 
	 	 
	Registered office:
	 	Station Road

	 
	 	Clyst Honiton

	 
	 	Exeter

	 
	 	Devon

	 
	 	EX5 2DX
	 
	 	 
	Issued share capital:
	 	£10,000: 10,000 Ordinary shares of £1
	 
	 	 
	Shareholders:
	 	Sparex Limited holds 9,999 Ordinary shares
	 
	 	 
	 
	 	Sparex International Limited holds 1 Ordinary share
	 
	 	 
	Directors:
	 	Andrew Olaf Fischer

	 
	 	Ian Fisher

	 
	 	Alan Thomas Fletcher

	 
	 	Jonathan Charles Richardson

	 
	 	David George Bray

	 
	 	Gary Lomas

	 
	 	Ian McLelland

	 
	 	Pierre Nadeau

	 
	 	Stephen Brian Potter
	 
	 	 
	Secretary:
	 	David George Bray
	 
	 	 





-46-









 






	 	 	 

	Name:

	 	Sparex Mexicana S.A. de C.V.
	 
	 	 
	Number:

	 	SME97041747
	 
	 	 
	Registered office:

	 	Av. Division del Norte No. 3475

Col. San Pablo Tepetlapa

Delegacion Coyoacan C.P. 04620

Mexico, D.F.
	 
	 	 
	Issued share capital:

	 	50,000 pesos
	 
	 	 
	Shareholder:

	 	Sparex Limited holds 49,999 pesos
	 
	 	 
	 

	 	Sparex International Limited holds 1 peso
	 
	 	 
	Directors:

	 	Armando Gonzalez

Guillermine Bravo

Pierre Nadeau

Stephen Potter
	 
	 	 
	Secretary:

	 	Not applicable
	 
	 	 





-47-









 







	 	 	 

	Name:
	 	Sparex Polska Sp. Z.o.o.
	 
	 	 
	Number:
	 	0000107459
	 
	 	 
	Registered office:
	 	UI.Ogrodnicza 13

	 
	 	Janikowo K. Poznania

	 
	 	62-006 Kobylnica

	 
	 	Poland
	 
	 	 
	Issued share capital:
	 	800.000 PLN: 800 shares of 1,000 each
	 
	 	 
	Shareholder:
	 	Sparex Limited holds 799 shares
	 
	 	 
	 
	 	Sparex International Limited holds 1 share
	 
	 	 
	Directors:
	 	Pierre Nadeau

	 
	 	Roger Willmot
	 
	 	 
	Secretary:
	 	Not applicable
	 
	 	 





-48-









 






	 	 	 

	Name:

	 	Sparex Agparts Pty Limited
	 
	 	 
	Number:

	 	099 107 436
	 
	 	 
	Registered office:

	 	Lot 2

Geelong Road

Bacchus Marsh

Vic 3340

Australia
	 
	 	 
	Issued share capital:

	 	A$10,000: 10,000 shares of A$1
	 
	 	 
	Shareholder:

	 	Sparex Limited
	 
	 	 
	Directors:

	 	Valerie Halse

Alasdair MacLean

Pierre Nadeau

Stephen Potter
	 
	 	 
	Secretary:

	 	Valerie Halse







-49-











 





SCHEDULE 2




Completion Documents



Part 1: Documents which are to be delivered by the Vendor at Completion




	1	 	Transfers in respect of the Shares duly executed by or on behalf of the registered holders
thereof in favour of the Purchaser or as it may direct.






	2	 	Certificates for the Shares (or indemnities in respect thereof in the agreed form).






	3	 	Irrevocable powers of attorney in the agreed form executed by the Vendor to enable the
Purchaser (during the period prior to the registration of the transfer of the Vendor’s Shares)
to exercise all voting and other rights attaching to the Vendor’s Shares.






	4	 	In relation to each of the Company and/or Subsidiaries and then only to the extent not in the
possession of such Company and/or Subsidiaries: certificates of incorporation, cheque books,
certificates of incorporation on change of name (if applicable), common seals (if applicable),
statutory registers, minute books, share certificate books, books of account and all other
books.






	5	 	Share certificates, as may be in the possession of the Vendor (having complied with the
provisions of clause 7.3 of this Agreement), showing the name of the Company or another of the
Subsidiaries as registered holder in respect of all the shares in each of the Subsidiaries.






	6	 	The resignations in the agreed form of Ian Fisher, Andrew Fischer, Alan Fletcher and Jonathan
Richardson as directors (as applicable) and (if applicable) Jonathan Richardson as the company
secretary of each of the Company and/or Subsidiaries.






	7	 	The resignation of the auditors of each of the Company and/or UK Subsidiaries (as applicable)
in the agreed form together with a duplicate thereof.






	8	 	A certified copy of a resolution of the Vendor in the agreed form authorising the execution
and performance by the Vendor of its obligations under this Agreement and each of the
documents to be executed by the Vendor pursuant to this Agreement.






	9	 	Tax Deed duly executed by or on behalf of the Vendor.






	10	 	Such title deeds, leases, licences and other documents as may be in the possession of the
Vendor relating to each of the Properties or the title of the Company or any of the
Subsidiaries to each of the Properties.






	11	 	A certificate of non-crystallisation dated at Completion in a form satisfactory to the
Purchaser from Royal Bank of Scotland plc in respect of a composite guarantee and debenture
dated 13 March 2006.






	12	 	Deeds of release and, in relation to the Properties listed at paragraphs 1 and 2 of Part 1 of
Schedule 3 of this Agreement, forms DSI, in agreed form, executed by the Royal Bank of
Scotland plc evidencing that the security granted by the composite guarantee and debenture
dated 13 March 2006 affecting the assets of the Company or the Subsidiaries has been
discharged.






	13	 	Copies of board resolutions of the Company, Sparex Limited and Anglehawk Limited made in
connection with the repayment of amounts owing between the Company, the Subsidiaries and the
Retained Group documenting:






	 	(a)	 	the Company approving the repayment of the loan from Finance Holdings
Limited;
	 
	 	(b)	 	Sparex Limited approving the making of a loan to the Company; and




-50-









 












	 	(c)	 	Anglehawk Limited approving the making of a loan to the Company by its
subsidiary Sparex Limited.






	14	 	Signed copies of the Environmental Reports (as re-addressed to the Purchaser).




-51-









 











Part 2: Documents which are to be delivered by the Purchaser at Completion





	1	 	A certified copy of a Board resolution of the Purchaser in the agreed form authorising the
execution and performance by the Purchaser of its obligations under this Agreement and each of
the documents to be executed by the Purchaser pursuant to this Agreement.






	2	 	Tax Deed duly executed by or on behalf of the Purchaser.






	3	 	Any documentation required by the Vendor in relation to or otherwise in connection with the
Purchaser and which is required for anti-money laundering purposes.




-52-









 











Part 3: Business to be transacted at meetings of the directors of the Company and each of the UK Subsidiaries





	1	 	Those individuals nominated by the Purchaser are appointed as directors of the Company and
the UK Subsidiaries and are appointed as secretary of the Company and each of the UK
Subsidiaries in each case, subject to such person having consented to act.






	2	 	The acceptance of the resignation from office of Andrew Fischer, Ian Fisher, Alan Thomas
Fletcher and Jonathan Charles Richardson as the directors and, where applicable, Jonathan
Charles Richardson as the company secretary of the Company and the UK Subsidiaries (as set out
in paragraph 6 of Part 1 of Schedule 2) with effect from the end of the meeting.






	3	 	KPMG LLP shall be appointed to replace the existing auditors of the Company.






	4	 	The directors of the Company shall approve the registration of the transfer of the Shares to
the Purchaser and the entry of the Purchaser in the register of members of the Company, in
each case subject to the transfer being presented duly stamped.






	5	 	The situation of the registered office of the Company and each of the UK Subsidiaries shall
be changed to that nominated by the Purchaser.






	6	 	All existing mandates for the operation of the bank accounts of the Company and each of the
UK Subsidiaries shall be revoked and new mandates issued giving authority to persons nominated
in writing by the Purchaser.






	7	 	The accounting reference date of the Company and each of the UK Subsidiaries shall be 31
December.




-53-









 











SCHEDULE 3




The Properties



Part 1: Freehold Properties



	 	 	 	 	 	 	 
	UK Freehold	 	 	 	 	 	 
	Property No.	 	Property	 	Title Number	 	Registered Proprietor
	1.

	 	Exeter Airport, Clyst Honiton, Exeter, Devon EX5 2LJ
	 	DN430896
	 	Sparex Limited
	 
	 	 	 	 	 	 
	2.

	 	Station Road,Broadclyst Honiton,

Exeter, Devon EX5 2DX
	 	DN143352
	 	Sparex Limited






Part 2: Leasehold Properties




	 	 	 	 	 	 	 	 	 	 	 
	UK Leasehold	 	 	 	 	 	 	 	 
	 	 	Property	 	Date of Lease	 	Parties to Lease	 	Title Number
	1.

	 	Unit 1, Aylesbeare Common, Business Park, Aylesbeare, Nr Exeter, EX5 2DG
	 	22 September 2004
	 	Parsons Nationwide

Distribution

Limited (1)
	 	N/A
	 

	 	 	 	 	 	 	 	Sparex Limited (2)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	2.

	 	56, Seskinore Road,
Omagh, N. Ireland
BT78 1RW
	 	1995	 	James Riddell (1)
	 	N/A
	 

	 	 	 	 	 	 	 	Sparex Limited (2)	 	 






Part 3: Overseas Properties




	 	 	 	 	 	 	 	 	 	 	 
	Overseas Properties	 	 	 	 	 	 	 	 
	 	 	Country of	 	 	 	 	 	Document of	 	 
	Property No.	 	Jurisdiction	 	Property	 	Basis of Property	 	Occupation	 	Current Tenant/Owner
	1.

	 	Spain
	 	10612, Ambotode,

Vitoria
	 	Leasehold
	 	Lease
	 	Agrirepuestos,
S.L-Sparex
	 
	 	 	 	 	 	 	 	 	 	 
	2.

	 	Ireland
	 	Land in the
townland of
Ballygriffin and
Barony of Iverk
	 	Freehold
	 	Land Registry Folio

15747F
	 	Sparex (Tractor

Accessories)

Limited
	 
	 	 	 	 	 	 	 	 	 	 
	3.

	 	Ireland
	 	Property in the townland of
Ballygriffin and
Barony of Iverk
	 	Freehold
	 	Land Registry Folio 26322F
	 	Sparex (Tractor Accessories)

Limited






-54-









 






	 	 	 	 	 	 	 	 	 	 	 
	Overseas Properties	 	 	 	 	 	 	 	 
	 	 	Country of	 	 	 	 	 	Document of	 	 
	Property No.	 	Jurisdiction	 	Property	 	Basis of Property	 	Occupation	 	Current Tenant/Owner
	4.

	 	Denmark
	 	Søndergaarden 12.
9640 Farsoe
	 	Leasehold
	 	Property Rental

Agreement
	 	Sparex Limited ApS
	 
	 	 	 	 	 	 	 	 	 	 
	5.

	 	Australia
	 	Lot 2, Geelong

Road, Bacchus

Marsh, Victoria
	 	Leasehold
	 	Lease
	 	Sparex Australia
Pty. Limited
	 
	 	 	 	 	 	 	 	 	 	 
	6.

	 	Australia
	 	11 Dexter Street,

Moorooka,

Queensland
	 	Leasehold
	 	Lease
	 	Sparex Australia
Pty. Limited
	 
	 	 	 	 	 	 	 	 	 	 
	7.

	 	Australia
	 	4 McDermott Street,

Welshpool, Western

Australia
	 	Leasehold
	 	Lease
	 	Sparex Australia
Pty. Limited
	 
	 	 	 	 	 	 	 	 	 	 
	8.

	 	Australia
	 	Factory Unit B, 16B

Essex Street,

Minto, New South

Wales
	 	Leasehold
	 	Lease
	 	Sparex Australia
Pty. Limited
	 
	 	 	 	 	 	 	 	 	 	 
	9.

	 	Australia
	 	Unit 1, 7 Dexter

Street, Moorooka

4105
	 	Leasehold
	 	Informal tenancy at

will
	 	Sparex Australia
Pty. Limited
	 
	 	 	 	 	 	 	 	 	 	 
	10.

	 	The Netherlands
	 	 Hanepoel 156 2136

NN, Zwaanshoek,

Netherlands
	 	Leasehold
	 	Rental Agreements
	 	Sparex Ltd.
Vestiging Holland
B.V.
	 
	 	 	 	 	 	 	 	 	 	 
	11.

	 	Germany
	 	Hansestrasse 22,

27419 Sittensen
	 	Freehold
	 	Excerpt from Land

Registry
	 	Sparex Handels -

und Vertriebs GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	12.

	 	Germany
	 	Sallstrasse 38,

74635 Mangoldsall
	 	Leasehold
	 	Lease
	 	Sparex Handels -

und Vertriebs GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	13.

	 	USA
	 	190 Lena Drive,

Aurora OH44202
	 	Freehold
	 	Portage Property
Max. governmaxa.
6m
	 	Sparex Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	14.

	 	Austria
	 	Gewerbezone 11,
9300 St. Veit /Glan
Hunnenbrunn
	 	Leasehold
	 	Lease
	 	Sparex
Maschinezubehör
Handelsgesellschaft
m.b.H
	 
	 	 	 	 	 	 	 	 	 	 
	15.

	 	South Africa
	 	Unit 1, 22 Tennant

Street,

Stellenbosch 7600
	 	Leasehold
	 	Agreement for Lease
	 	Sparex (PTY) Ltd
	 
	 	 	 	 	 	 	 	 	 	 
	16.

	 	South Africa
	 	Units 2 and 3, 22
Tennant Street,
Stellenbosch 7600
	 	Occupational Lease
	 	Agreement for Lease
	 	Sparex (PTY) Ltd






-55-









 






	 	 	 	 	 	 	 	 	 	 	 
	Overseas Properties	 	 	 	 	 	 	 	 
	 	 	Country of	 	 	 	 	 	Document of	 	 
	Property No.	 	Jurisdiction	 	Property	 	Basis of Property	 	Occupation	 	Current Tenant/Owner
	17.

	 	South Africa
	 	59 Marseilles

Crescent,

Briardene, Durban
	 	Occupational Lease
	 	Agreement for Lease
	 	Sandton Workwear
(PTY) Ltd
	 
	 	 	 	 	 	 	 	 	 	 
	18.

	 	France
	 	2AE De Ty Douvar

29450 Commana
	 	Freehold
	 	Sale Agreement
	 	Sparex S.a.r.l
	 
	 	 	 	 	 	 	 	 	 	 
	19.

	 	France
	 	2AE De Ty Douvar

29450 Commana
	 	Freehold
	 	Sale Agreement
	 	Sparex S.a.r.l
	 
	 	 	 	 	 	 	 	 	 	 
	20.

	 	Poland
	 	Ul. Ogrodnicza 13,
Janikowo K.ozninia
62-006 Kobylnica
	 	Leasehold
	 	Rent Agreement
	 	Sparex Polska Sp. z
o.o







-56-











 





SCHEDULE 4




Warranty statements



Part 1: Title and Capacity




	1	 	The Shares constitute the entire issued share capital of the Company.
	 
	2	 	The Vendor is the sole legal and beneficial owner of the Shares and is able to transfer the
legal title and beneficial interest in such shares free from all Encumbrances.
	 
	3	 	The share capital of each of the Subsidiaries is beneficially owned as shown in Part 2 of
Schedule 1 free from all Encumbrances.
	 
	4	 	All the issued shares of each member of the Group are fully paid up and no member of the
Group has exercised or purported to exercise or claimed any lien over any of their shares.
There are no obligations of the Vendor to pay in any additional capital or to provide any
other contribution such as contribution in kind.
	 
	5	 	No person has the right to call for the issue of any share or loan capital of any member of
the Group by reason of any conversion rights or under any option or other agreement.
	 
	6	 	The Vendor is a limited liability partnership duly incorporated and validly existing under
the laws of England and Wales and has all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby including, without prejudice
to the generality of the foregoing, all documents to be executed and delivered by the Vendor
pursuant to clause 7.1(d).
	 
	7	 	The entry into this Agreement by the Vendor and the consummation by the Vendor of the
transactions contemplated hereby, and the execution and delivery of the other agreements,
documents and instruments to be executed and delivered by the Vendor at Completion pursuant to
this Agreement and the transactions contemplated thereby have been duly authorised by all
necessary action on the part of the Vendor.
	 
	8	 	No consent or approval of, authorisation or order of any court or any governmental,
regulatory or other authority which has not been obtained or made at the date of this
Agreement is required by the Vendor for the execution of, or the transfer of any of the shares
contemplated by, this Agreement.
	 
	9	 	The Vendor has not:






	 	(a)	 	entered into any arrangement or composition for the benefit of its creditors
or any of them nor has it (or its agent or nominee) convened a meeting of its
creditors;
	 
	 	(b)	 	submitted to its creditors or any of them a proposal under Part I Insolvency
Act 1986;
	 
	 	(c)	 	entered into any arrangement, scheme, compromise, moratorium or composition
with any of its creditors (whether under Part I Insolvency Act 1986 or otherwise) or a
liquidator;
	 
	 	(d)	 	made an application to the Court under Part 26 of the Companies Act 2006 (as
modified by Regulation 45 of the LLP Regulations 2009) or resolved to make such an
application;
	 
	 	(e)	 	presented a petition for winding up nor has it received written notice that a
petition for winding up has been presented against it which has not been withdrawn
within 14 days, nor has it received written notice that a winding up order has been
made against it or a provisional liquidator appointed;




-57-









 












	 	(f)	 	been the subject of a resolution for voluntary winding up (other than a
voluntary winding up while solvent for the purposes of an amalgamation or
reconstruction which has the prior written approval of the other party) nor has a
meeting of its shareholders been called to consider a resolution for winding up;
	 
	 	(g)	 	received written notice that an administrative receiver or receiver has been
appointed in respect of all or any of its assets or the assets of any guarantor; or
	 
	 	(h)	 	had a written demand for the payment of sums due served upon it in accordance
with section 123(1)(a) Insolvency Act 1986 which has not been settled or disputed.






	10	 	The Vendor:






	 	(a)	 	has not received written notice that it is the subject of an interim order
under Schedule 1B Insolvency Act 1986 nor has it made an application to Court for such
an order;
	 
	 	(b)	 	has not received written notice that it is the subject of an administration
order, nor has a resolution been passed by the directors or its shareholders for the
presentation of a petition for such an order nor has it received written notice that a
petition for such an order been presented or come into force; or
	 
	 	(c)	 	is not subject to a resolution passed by the directors or its shareholders
for written notice of appointment of an administrator to be filed with the Court, nor
has it received written notice that a written notice of appointment of an
administrator been filed with the Court by the holder of a floating charge or by the
company or its directors.




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Part 2: The Company and the Subsidiaries





	1	 	The Company is duly incorporated and validly existing under the laws of England and Wales.
	 
	2	 	Each of the Subsidiaries is duly incorporated and validly existing under the laws of the
jurisdiction in which it was incorporated.
	 
	3	 	The details of the Company and each of the Subsidiaries as set out in Schedule 1 are complete
and accurate.
	 
	4	 	The copies of the memorandum and articles of association (or any foreign equivalent as the
case may be) of each of the Company and the Subsidiaries in the Disclosure Documents:






	 	(a)	 	in respect of the Company and the UK Subsidiaries complete and accurate; and
	 
	 	(b)	 	in respect of the Non-UK Subsidiaries complete and accurate in all material
respects.






	 	 	The Company and each of the UK Subsidiaries complete and have complied with all the
provisions in its memorandum and articles of association.






	5	 	No written notice has been received that:






	 	(a)	 	legal requirements have not been complied with in connection with issue by
the Company or any of the Subsidiaries of their shares and other securities; or
	 
	 	(b)	 	Company or any of the Subsidiaries have not complied with all legal
requirements as to filings, registrations and other formalities.






	6	 	The register of members (or any foreign equivalent as the case may be) of each of the Company
and the Subsidiaries contains an accurate record of the current members of that company and
each of the Company and the Subsidiaries has not received any written notice that the register
(or such foreign equivalent) in respect of it is incorrect or should be rectified.
	 
	7	 	The statutory books and registers of the Company and the UK Subsidiaries are up to date in
all material respects and contain records which are complete and accurate in all material
respects.
	 
	8	 	The Subsidiaries are the only subsidiaries, direct and indirect, of the Company and during
the period since 21 April 2000 the Company and Anglehawk Limited have never had any subsidiary
other than the Subsidiaries. Other than the shareholdings of the Company and the Subsidiaries
in the Subsidiaries, no member of the Group has any interest in the share capital or other
securities of any other body corporate.
	 
	9	 	Save in connection with its establishment or as contemplated by this Agreement:






	 	(a)	 	the Company has not traded or undertaken any activity other than in relation
to being a shareholder in Anglehawk Limited and entering into the financial
contractual arrangements with members of the Retained Group which are disclosed in the
Disclosed Documents; and
	 
	 	(b)	 	Anglehawk Limited has not traded or undertaken any activity other than in
relation to being a shareholder in Sparex Limited.






	10	 	Each of the Company and Subsidiaries has not:






	 	(a)	 	entered into any arrangement or composition for the benefit of its creditors
or any of them nor has it (or its agent or nominee) convened a meeting of its
creditors;
	 
	 	(b)	 	submitted to its creditors or any of them a proposal under Part I Insolvency
Act 1986;




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	 	(c)	 	entered into any arrangement, scheme, compromise, moratorium or composition
with any of its creditors (whether under Part I Insolvency Act 1986 or otherwise);
	 
	 	(d)	 	made an application to the Court pursuant to Part 26 of the Companies Act
2006 or resolved to make such an application;
	 
	 	(e)	 	presented a petition for winding up nor has a petition for winding up been
presented against it which has not been withdrawn within 14 days, nor has a winding up
order been made against it or a provisional liquidator been appointed;
	 
	 	(f)	 	been the subject of a resolution for voluntary winding up (other than a
voluntary winding up while solvent for the purposes of an amalgamation or
reconstruction which has the prior written approval of the other party) nor has a
meeting of its shareholders been called to consider a resolution for winding up;
	 
	 	(g)	 	had an administrative receiver or receiver appointed in respect of all or any
of its assets or the assets of any guarantor; or
	 
	 	(h)	 	had a written demand for the payment of sums due served upon it in accordance
with section 123(1)(a) Insolvency Act 1986 which has not been settled or disputed or
are unable to pay its debts as they fall due.






	11	 	Each of the Company and the Subsidiaries is not:






	 	(a)	 	the subject of an interim order under Schedule 1B Insolvency Act 1986 nor has
it made an application to Court for such an order;
	 
	 	(b)	 	the subject of an administration order, nor has a resolution been passed by
the directors or shareholders for the presentation of a petition for such an order nor
has a petition for such an order been presented or come into force; or
	 
	 	(c)	 	subject to a resolution passed by the directors or the shareholders for
notice of appointment of an administrator to be filed with the Court, nor has a notice
of appointment of an administrator been filed with the Court by the holder of a
floating charge or its directors.




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Part 3: General corporate and accounts





	1	 	The Accounts
	 
	1.1	 	The Accounts:






	 	(a)	 	have been prepared and audited in accordance with the Company Accounts
Standards; and
	 
	 	(b)	 	give a true and fair view of the state of affairs of each of the Company,
Sparex Limited and Spenco Engineering Co. Limited as at the Company Accounts Date and
of the profits and losses for each of the aforementioned companies for the period
covered by such Accounts.






	1.2	 	The Accounts have been prepared and audited on a basis consistent with the accounting
policies used in the preparation of the audited accounts of each of the Company, Sparex
Limited and Spenco Engineering Co. Limited for the preceding financial year.
	 
	2	 	UK Unaudited Accounts
	 
	 	 	The UK Unaudited Accounts give a true and fair view of the financial position of each of
Anglehawk Limited and Sparex International Limited as at the Company Accounts Date.
	 
	3	 	Arrangements with connected parties
	 
	 	 	There are not currently outstanding any contracts or agreements to which any of the Company
and/or Subsidiaries are party and in which any director (and for the purposes of this
warranty only, directors shall be limited to Ian Fisher, Andrew Fischer and Alan Fletcher)
or shareholder of any of the Company and/or Subsidiaries or any person connected with any
of them is interested which are otherwise:






	 	(a)	 	than on arm’s length normal commercial terms or;
	 
	 	(b)	 	entered into in the ordinary course of business.






	 	 	For the purposes of this warranty, a person shall be deemed to be interested in a contract
if, were he a director of the Company and/or the Subsidiaries (as the case may be), he
would be interested in that contract for the purposes of sections 182 to 187 of the
Companies Act 2006 in respect of contracts entered into on or after 1 October 2008 and
section 317 Companies Act 1985 in respect of contracts entered into before 1 October 2008.
	 
	4	 	Events since the Company Accounts Date
	 
	4.1	 	Since the Company Accounts Date:






	 	(a)	 	none of Company nor the Subsidiaries has allotted or issued or agreed to
allot or issue any share capital;
	 
	 	(b)	 	none of the Company nor the Subsidiaries has redeemed or purchased or agreed
to redeem or purchase any of its share capital;
	 
	 	(c)	 	no resolution of any of the Company or the Subsidiaries in general meeting
has been passed other than resolutions relating to ordinary business at annual general
meetings;
	 
	 	(d)	 	none of the Company nor the Subsidiaries has declared, paid or made a
dividend or other distribution except for those detailed in the Disclosure Documents;
	 
	 	(e)	 	no change in the accounting reference period of any of the Company or the
Subsidiaries has been made;




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	 	(f)	 	none of the Company nor the Subsidiaries has acquired or disposed of or
agreed to acquire or dispose of any material business or asset (other than in the
ordinary course of business);
	 
	 	(g)	 	none of the Company nor the Subsidiaries has assumed or incurred, or agreed
to assume, any material capital expenditure involving an amount in excess of £50,000
per individual item; and
	 
	 	(h)	 	the business of the Company and all of the Subsidiaries has been carried on
in the ordinary course and so as to maintain it as a going concern.






	5	 	Intra-Group Indebtedness
	 
	5.1	 	The intra-group payments shown on the loan account schedule, in the agreed form, accurately
and completely represent all payments made from and including 1 January 2010 until the
Completion Date in respect of intra-group loans between the Company, the Subsidiaries and the
Retained Group.
	 
	5.2	 	Aside from the Intra-Group Indebtedness, there is no actual or contingent indebtedness on any
account whatsoever due from the Company and/or any of the Subsidiaries to any member of the
Retained Group.
	 
	5.3	 	The Agreed Indebtedness Spreadsheet and the Debt Certificate are, or will be (as the case may
be), complete and accurate as at the Completion Date.
	 
	6	 	Release of Intra-Group Indebtedness
	 
	 	 	The Vendor has all necessary authorisations, consents and approvals to provide on behalf of
itself and each company in the Retained Group the Letter of No Indebtedness, in agreed
form, addressed to the Company and the Subsidiaries.
	 
	7	 	External Indebtedness
	 
	7.1	 	Neither the Company nor any of its Subsidiaries have any Financial Indebtedness outstanding
other than Disclosed Financial Indebtedness.
	 
	7.2	 	Neither the Company nor any of its Subsidiaries have any Treasury Transactions outstanding.
	 
	7.3	 	Neither the Company nor any of the Subsidiaries are in default in relation to any Financial
Indebtedness.
	 
	8	 	Security
	 
	8.1	 	Other than:






	 	(a)	 	any Security arising in relation to, otherwise in connection with, any hire
and/or finance lease agreement in the ordinary course of operation or trading;
	 
	 	(b)	 	any Security arising in relation to, or otherwise in connection with the
operation of law in the ordinary course of trading; and
	 
	 	(c)	 	any Security arising in relation to, or otherwise in connection with, and
retention of title provisions in respect of goods and materials acquired by the
Company and/or the Subsidiaries in the ordinary course of trading






	 	 	no other Security exists over all or any of the present or future assets of the Company or
the Subsidiaries.




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	9	 	Payments due from the Group to Employees
	 
	 	 	No commission, bonus or other payment or benefit will be provided by any of the Company
and/or the Subsidiaries, and nor are the Company and/or the Subsidiaries bound to provide
any of the aforementioned payments, to any Employee as a result of the transfer of shares
to the Purchaser pursuant to the terms of this Agreement.




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Part 4: Commercial





	1	 	The Management Accounts and the Sparex Reporting Forms
	 
	1.1	 	The Management Accounts have been prepared on a basis consistent with the management accounts
prepared in the financial year ending on the Company Accounts Date.
	 
	1.2	 	The Management Accounts and the Sparex Reporting Forms fairly reflect, in all material
respects, the matters for which such accounts were prepared.
	 
	2	 	Trading Arrangements
	 
	2.1	 	In the last financial year of the Group no more than 5 per cent of the aggregate amount of
purchases of any of the Group was obtained from the same supplier other than supplies obtained
from other members of the Group.
	 
	2.2	 	In the last financial year of the Group no more than 10 per cent of the aggregate amount of
the sales of any of the Group was made to the same customer other than sales made to other
members of the Group.
	 
	2.3	 	Copies of the standard terms and conditions of business of each of the Subsidiaries (where
relevant and/or available), in respect of goods and services supplied by the Subsidiaries, are
in the Disclosure Documents.
	 
	3	 	Licences to operate
	 
	3.1	 	The Company and/or the Subsidiaries have not received any written notice in the 24 months
prior to the date of this Agreement alleging that any material statutory, municipal,
governmental, court and other requirements applicable to the formation, continuance in
existence, creation and issue of securities, management, property or operations of any of the
Company and/or the Subsidiaries have not been obtained and/or complied with.
	 
	3.2	 	The Company and/or the Subsidiaries have not received any written notice in the 24 months
prior to the date of this Agreement alleging that any material licences, consents and other
permissions and approvals required for or in connection with the carrying on of the Business
have not been obtained.
	 
	4	 	Health and Safety
	 
	 	 	The Company and/or the Subsidiaries are in material compliance with all Health and Safety
Laws and the Company and the Subsidiaries have not received written notice of any actual,
pending or threatened action, claim, complaint, investigation, litigation or formal
proceeding against any Company and/or any of the Subsidiaries with respect to any alleged
non-compliance by such company with or liability under Health and Safety Law including but
not limited to the receipt of any written notice or order from any Health and Safety
Regulator claiming any breach of or liability under any Health and Safety Law.
	 
	5	 	Litigation
	 
	5.1	 	None of the Company and/or the Subsidiaries are at present engaged in any legal proceedings
(whether civil or criminal), arbitration or formal mediation in relation to any claim over
£50,000, other than any matter in which any of the Company and/or the Subsidiaries are a
claimant in the collection of debts arising in the ordinary course of business none of which
exceeds £10,000 and which do not exceed £50,000 in aggregate.
	 
	5.2	 	None of the Company and/or the Subsidiaries have received notice in writing of:




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	 	(a)	 	and that there are no circumstances which are likely to give rise to any
pending governmental, regulatory investigation or inquiry which is connected with the
Company and/or the Subsidiaries (as the case may be); or
	 
	 	(b)	 	any claim in damages connected with the Company and/or the Subsidiaries, or
of an injunction or an application for such an injunction as a party to proceedings,
arbitration, or other formal action which is connected with the Company and/or the
Subsidiaries (as the case may be).






	5.3	 	There is no judgment, award, order or settlement agreement outstanding against any of the
Company and/or the Subsidiaries or their assets the determination of which would have a
material and adverse effect on the Group which is not covered by insurance.
	 
	5.4	 	It has not been brought to the attention of the Vendor that any member of the Group or any of
their of their officers or Employees has by any act or omission committed any material
criminal or unlawful act, any material breach of trust, any material breach of contract or
statutory duty or any material tortious act in connection with the businesses or affairs of
the Group.
	 
	6	 	Assets
	 
	6.1	 	The Company or a Subsidiary has good and valid title to the tangible assets reflected in the
Company Accounts and the Management Accounts (other than trading stock and fixed assets
disposed of since the Company Accounts Date in the ordinary course of business). These
tangible assets include all the material tangible assets required by the Company or Subsidiary
to conduct the business of the Group as it is currently conducted.
	 
	6.2	 	No material tangible asset or property of the Company and/or the Subsidiaries is the subject
of any Encumbrance save for:






	 	(a)	 	any lien arising by operation of law in the ordinary course of trading; or
	 
	 	(b)	 	any hire or lease agreement in the ordinary course of operation or trading;
or
	 
	 	(c)	 	title retention provisions in respect of goods and materials acquired by the
Company and/or the Subsidiaries in the ordinary course of trading.






	6.3	 	All plant, machinery, vehicles and equipment owned or used by the Subsidiaries is in
reasonable condition, normal wear and tear excepted, and in reasonable working order for the
purpose for which they are required and no written notice has been received that they do not
comply with any applicable legal requirement or restriction.
	 
	7	 	Insurance
	 
	7.1	 	The Disclosure Documents includes a list of all material insurance policies currently
maintained by or on behalf of the Company and/or the Subsidiaries. All premiums due and
payable on such insurance polices have been paid and neither the Company nor the Subsidiaries
have received any written notice that the polices relating to them are not in full force and
effect or void or voidable.
	 
	7.2	 	The Company and its Subsidiaries has, and at all material times has had, valid insurance
cover in respect of their businesses to the level currently maintained as set out in the
Disclosure Documents and against risks normally insured against by companies carrying on the
same type of business as the Group.
	 
	8	 	Competition
	 
	 	 	Each of the Company and the Subsidiaries is not doing and has not done anything and is not
and has not been a party to any agreement, concerted practice, or course of conduct which
contravenes or contravened, requires or required notification or is the subject of any
investigation




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	 	 	or action under, the Enterprise Act 2002, Fair Trading Act 1973, the Treaty on the
Functioning of the European Union, the Competition Act 1980 and the Competition Act 1998
and no notice has been received of any breach of any other equivalent law or legislation
relating to anti-competitive practices or behaviour applicable in any jurisdiction in which
the Company or the Subsidiaries operate.
	 
	9	 	Compliance with laws
	 
	 	 	No written notice has been received:
	 
	9.1	 	that the Company or any of the Subsidiaries have not conducted the Business in compliance
with Applicable Law; or
	 
	9.2	 	of a violation of, or default, with respect to, Applicable Laws which has a material and
adverse effect upon the operation of the Business and/or the Group.
	 
	10	 	Non-UK Subsidiary Company Books
	 
	 	 	Each of the Non-UK Subsidiaries have complied in all material respects with all the
provisions of its constitutional documents.
	 
	11	 	Arrangements with connected parties
	 
	 	 	There are not currently outstanding any contracts or agreements to which any of the Company
and/or Subsidiaries are party and in which any director or shareholder of any of the
Company and/or Subsidiaries or any person connected with any of them is interested which
are otherwise:






	 	(a)	 	than on arm’s length normal commercial terms or;
	 
	 	(b)	 	entered into in the ordinary course of business.






	 	 	For the purposes of this warranty, a person shall be deemed to be interested in a contract
if, were he a director of the Company and/or the Subsidiaries (as the case may be), he
would be interested in that contract for the purposes of sections 182 to 187 of the
Companies Act 2006 in respect of contracts entered into on or after 1 October 2008 and
section 317 Companies Act 1985 in respect of contracts entered into before 1 October 2008.
	 
	12	 	Ethics, bribery and corruption
	 
	12.1	 	Neither the Company nor any of the Subsidiaries nor any of their officers or employees have
been investigated (or are being investigated as a possible suspect) in relation to any matter
involving bribery, corruption or the receipt of the proceeds or benefits of crime by any law
enforcement agency or have been debarred by any governmental or regulatory authority from
bidding for any contract/business.
	 
	12.2	 	Neither the Company nor any of the Subsidiaries has conducted (or is conducting) an internal
investigation in relation to any allegations of any matter involving bribery, corruption or
the receipt of the proceeds or benefits of crime or any matter described in paragraph 12.1.
Nor have any of the Companies’ or any of the Subsidiaries’ officers or employees reported a
violation or suspected violation of the matters described in paragraph 12.1.
	 
	12.3	 	Neither the Company nor any of its Subsidiaries or officers are being investigated for or are
being threatened with investigation for or have committed an act subject to a criminal or
civil penalty under the Bribery Act 2010.
	 
	12.4	 	Each of the Company and the Subsidiaries is in compliance with the Foreign Corrupt Practices
Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.), the Trading with the Enemy Act (50 U.S.C. Appendix
§§ 1, et. seq.) and the USA Patriot Act (Pub. L. 107-56), and neither the Company or any of
the Subsidiaries, to the extent applicable: (A) is a Person listed in Executive Order No.
13224




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	 	 	(September 23, 2001) issued by the President of
the United States (Executive Order Blocking
Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or
Support Terrorism), any related enabling
legislation or any other similar Executive
Orders; (B) is named on the List of Specially
Designated Nationals and Blocked Persons
maintained by the U.S. Office of Foreign Assets
Control, Department of Treasury, and/or on any
other similar list maintained by OFAC pursuant to
any authorizing statute, Executive Order or
regulation; or (C) is a “Designated National” as
defined in the Cuban Assets Control Regulations
(31 C.F.R. Part 515).
	 
	13	 	Foreign Exchange Control
	 
	 	 	No payment has been made out of South Africa nor has any obligation to make any such
payment been incurred by any member of the Retained Group or the Group without first
obtaining all necessary approvals from Exchange Control or from Authorised Dealers, as
applicable, in respect of such payments or obligations.






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Part 5: Employees





	1	 	The Disclosure Documents contain the following:






	 	(a)	 	in relation to the UK Subsidiaries, a list of all Employees, as at 2 July
2010, of each of the UK Subsidiaries, together with such Employees’ job titles, basic
salaries, ages, lengths of continuous employment and notice periods together with
details of any changes since 2 July 2010;
	 
	 	(b)	 	in relation to the non-UK Subsidiaries, a list of all Employees, as at 2 July
2010 of each of the non-UK Subsidiaries, together with such Employees’ job titles,
basic salaries, ages, lengths of continuous employment and notice periods; and
	 
	 	(c)	 	in relation to each Subsidiary:






	 	(i)	 	copies of the directors’ service agreements and service
agreements (if any) for Employees earning in excess of £40,000 basic salary
per annum (each a “Relevant Employee), together with all material amendments,
variations and supplements; and
	 
	 	(ii)	 	an example of the standard terms and conditions of
employment in relation to Employees,






	 	 	and together these documents show all remuneration, commission arrangements, bonus and
other payments and benefits and entitlements provided to or which any of the Subsidiaries
are bound to provide as at the date of this Agreement to each Employee.
	 
	2	 	The Company has no employees.
	 
	3	 	No remuneration reviews or negotiations for a material increase in the remuneration or key
benefits of an Employee of any of the Subsidiaries are pending.
	 
	 	 	Assurances
	 
	4	 	No legally binding commitments have been given to any of the Employees of any of the
Subsidiaries as to the improvement of any terms and conditions of employment or services of
the Employees other than salary or wage increases in the ordinary course of business or as set
out under the Employee’s existing terms and conditions of employment.
	 
	 	 	Loans

	 
	5	 	There are no material outstanding loans between a Subsidiary and an Employee of it.
	 
	 	 	Termination
	 
	6	 	No Subsidiary has any obligation (whether contractual, discretionary or customary) to make
any payment or provide any benefit on the redundancy, retirement or other termination of
employment of any Employee, beyond an obligation to make any minimum payment due under
relevant legislation or in excess of any entitlements set out in the relevant employment
contract.
	 
	 	 	Trade Union
	 
	7	 	No Subsidiary recognises a trade union and related documents (if any) are disclosed in the
Disclosure Documents.
	 
	 	 	Notice
	 
	8	 	No Relevant Employee has given notice of termination of his/her contract of employment or for
services or is under notice of termination or ceased to be a Relevant Employee within the
last 6 months.




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	 	 	Compliance with Requirements
	 
	9	 	Each of the Subsidiaries has in all material respects, in relation to each of its Employees
and each of its former Employees, whose employment has ceased within the last 6 months,
discharged its obligations to pay all salaries, wages, commissions, bonuses, overtime pay,
holiday pay, sick pay, insurance premiums, accrued entitlement under incentive schemes, tax
(including PAYE and other withholding tax where appropriate), national insurance contributions
or other social security deductions or credits, and other benefits of or connected with
employment up to the date of this Agreement.
	 
	 	 	Disputes
	 
	10	 	No employment dispute has arisen or industrial action taken place within the last 2 years and
no such dispute or industrial action is currently threatened between any Subsidiary and a
material number or category of its Employees or former Employees or any trade union, staff
association, European or national or local Works Council or other body representing or seeking
to represent a material number of Employees or a material number of former Employees.




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Part 6: Pension arrangements relating to the UK Subsidiaries





	1	 	Save for the (i) the GSHP, (ii) the GLAS, and (iii) the Other Pension Arrangements there is
not in operation as at the date of this Agreement, nor (other than in relation to the Vector
Pension Scheme) has there been in operation in the period since 1 August 2000, nor has any
proposal been announced by the Company and/or any of the UK Subsidiaries to enter into or
establish, any agreement or arrangement for the payment by the Company and/or any of the UK
Subsidiaries of, or payment by the Company and/or any of the UK Subsidiaries of, a
contribution towards, a pension, allowance, lump sum or other similar benefit on retirement,
death or ill-health for the benefit of, or in respect of, any Employee or former employee of
the Company or any of the UK Subsidiaries.
	 
	2	 	Each of Sparex Limited and Spenco Engineering Co. Limited ceased to be participating
employers of the Vector Pension Scheme on 31 March 2005; and no other member of the Group has
ever participated in the Vector Pension Scheme. No debt owing to the Vector Pension Scheme by
either Sparex Limited or Spenco Engineering Co Limited arose as a result of either of their
cessations under section 75 Pensions Act 1995 and neither of the aforementioned companies nor
any other company in the Group has any liability to or in relation to the Vector Pension
Scheme in respect of their participation in the Vector Pension Scheme or otherwise. The
Disclosure Documents contain documentation showing that Sparex Limited and Spenco Engineering
Co. Limited ceased to participate in the Vector Pension Scheme.
	 
	3	 	All amounts due in respect of the GSHP and each of the Other Pension Arrangements from the
Company and/or from the UK Subsidiaries have been paid in accordance with applicable statutory
and contractual requirements.
	 
	4	 	The Disclosure Documents contain details of the basis on which the Company and/or the UK
Subsidiaries has undertaken to contribute to (i) the GSHP, (ii) the GLAS and (iii) the Other
Pension Arrangements, and a schedule setting out a list of all employees of the Company and
each of the UK Subsidiaries in respect of whom the Company and/or a UK Subsidiary contributes
and in relation to each such employee, the rate and amounts of monthly contributions.
	 
	5	 	Each of the stakeholder schemes comprising the GSHP, Stephen Potter’s Pension Arrangement
and the GLAS is Registered, and no assurance, promise or guarantee (oral or written) has been
made or given to any individual of a particular level or amount of benefits to be provided for
or in respect of him under any of the stakeholder schemes comprising the GSHP and Stephen
Potter’s Pension Arrangement on retirement, death or leaving employment. No pensions
liability to or in respect of Tom Woolven exists other than the obligation to pay the
Ex-gratia Pension (not indexed), and such liability will cease on the death of Tom Woolven.
	 
	6	 	Each of the Company and the UK Subsidiaries have duly complied with all applicable legal and
administrative requirements relating to stakeholder pension schemes (as defined in section
1(1) of the Welfare Reform and Pensions Act 1999).
	 
	7	 	There is no civil, criminal, arbitration, administrative or other proceeding or dispute
(whether before the Pensions Ombudsman or otherwise) concerning the GSHP or the GLAS or either
of the Other Pension Arrangements by or against the trustees or administrator of the GSHP, the
GLAS or either of the Other Pension Arrangements, the Vendor, the Company and/or any of the UK
Subsidiaries, and so far as the Vendor is aware none is pending or threatened. The Vendor is
not aware of any matter that might give rise to any proceeding or dispute concerning any of
(i) the GSHP, (ii) the GLAS or (iii) either of the Other Pension Arrangements.
	 
	8	 	Each benefit payable under the GLAS is at the date of this Agreement insured under a policy
effected with an insurance company.




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	9	 	No employee of the Company or of the UK Subsidiaries who came to his employment as a result
of a transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006
or predecessor Regulations was immediately before such transfer accruing benefits in any
pension arrangement providing defined benefits other than lump sum death in service benefits.
	 
	10	 	No member of the Group has any liability in relation to the Proceeds Allocation Agreement
referred to in the sale and purchase agreement dated 18 January 2006 relating to certain
issued shares in Helix Industries Ltd, Calumet Ltd, Rainbow C, Inc., Anglehawk Ltd, Form
Fittings Ltd, Powerplan Systems Ltd, Minortravel Ltd and Finplot Ltd, Univisions — Crimson
Holdings Inc., and Remrock Trading Ltd between inter alia Finance Holdings Limited, the Vendor
and Vector Industries Ltd.




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Part 7: Pension arrangements relating to the non-UK Subsidiaries





	1	 	Save for any non-UK subsidiary pension schemes disclosed in the Disclosure Documents, there
is not in operation as at the date of this Agreement, nor has there been in operation in the
period since 1 August 2000, nor has any proposal been announced by any of the non-UK
Subsidiaries to enter into or establish, any agreement or arrangement for the payment by any
of the non-UK Subsidiaries of, or payment by any of the non-UK Subsidiaries of, a contribution
towards, a pension, allowance, lump sum or other similar benefit on retirement, death or
ill-health for the benefit of, or in respect of, any Employee or former employee of any of the
non-UK Subsidiaries. None of the non-UK Subsidiaries has a current obligation to make any
payments in relation to any pension arrangements.
	 
	2	 	All amounts due in respect of any non-UK subsidiary pension schemes disclosed in the
Disclosure Documents from any of the non-UK Subsidiaries have been paid in accordance with
applicable statutory requirements.
	 
	3	 	The Disclosure Documents contain details of the basis on which any of the non-UK Subsidiaries
have undertaken to contribute to any non-UK subsidiary pension schemes disclosed in the
Disclosure Documents.
	 
	4	 	No assurance, promise or guarantee (oral or written) has been made or given to any individual
of a particular level or amount of benefits to be provided for or in respect of him under any
non-UK subsidiary pension schemes disclosed in the Disclosure Documents, on retirement, death
or leaving employment.
	 
	5	 	Each of the non-UK Subsidiaries have duly complied with all applicable legal and
administrative requirements relating to any non-UK subsidiary pension schemes disclosed in the
Disclosure Documents.
	 
	6	 	There is no civil, criminal, arbitration, administrative or other proceeding or dispute
concerning any non-UK subsidiary pension schemes disclosed in the Disclosure Documents by or
against the trustees or administrator of any non-UK subsidiary pension schemes disclosed in
the Disclosure Documents, the Vendor, and/or any of the non-UK Subsidiaries, and so far as the
Vendor is aware none is pending or threatened. The Vendor is not aware of any matter that
might give rise to any proceeding or dispute concerning any non-UK subsidiary pension schemes
disclosed in the Disclosure Documents.




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Part 8: Intellectual Property and Information Technology





	1	 	Intellectual Property
	 
	 	 	Registered IP
	 
	1.1	 	Details of all registered Intellectual Property owned by the Company and/or the Subsidiaries
are included in the Disclosure Documents. All such rights are owned by the company identified
as the proprietor of the relevant right in the Disclosure Documents and are free from all
charges save for the Composite Guarantee and Debenture dated 13 March 2006.
	 
	 	 	Licensed IP
	 
	1.2	 	Details of all written licences of Intellectual Property to which the Company or the
Subsidiaries is a party to and that is material to the Business are included in the Disclosure
Documents.
	 
	 	 	Infringement by the Company
	 
	1.3	 	The Company and the Subsidiaries have not received any written notice in the 24 months prior
to the date of this Agreement alleging that the principal services dealt in and/or the goods
supplied by the Subsidiaries infringe the Intellectual Property of any third party.
	 
	 	 	Infringement by third parties
	 
	1.4	 	In the 24 months prior to the date of this Agreement no third party has infringed, is
infringing, or is threatening to infringe, in any material respect, any Intellectual Property
owned by the Subsidiaries which are material to the Business.
	 
	2	 	Information technology
	 
	 	 	IT disruption
	 
	2.1	 	There has been no failure or breakdown in the six months prior to the date of this Agreement
of any information technology infrastructure used in the Business by the Subsidiaries that has
caused any material disruption to the business of the Subsidiaries.
	 
	 	 	Material agreements
	 
	2.2	 	Details of all material agreements relating to Information Technology which any of the
Subsidiaries is a party to (and which, for these purposes, shall not include standard software
packages) is included in the Disclosure Documents and all such Information Technology referred
to therein is legally and beneficially owned by the Company or, in relation to software, owned
by or licensed to the Company.
	 
	3	 	Data Protection
	 
	3.1	 	Sparex Limited and Spenco Engineering Co. Limited are registered under the Data Protection
Act 1998.
	 
	3.2	 	In the 24 months prior to the date of this Agreement, neither the Company nor the
Subsidiaries has received a notice from the Information Commissioner alleging breach by it of
the Data Protection Act 1998, or any equivalent legislation in any jurisdiction.




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Part 9: Property and Environmental





	1	 	Property
	 
	 	 	General
	 
	1.1	 	The particulars of the Properties specified in Parts 1, 2 and 3 of Schedule 3 are true and
accurate in all material respects.
	 
	1.2	 	The Company and the Subsidiaries do not own or have any interest or right in any land or
building other than in relation to any of the Properties, and the Company and/or the
Subsidiaries have not entered into any legally binding agreement for the purchase of any such
interest.
	 
	1.3	 	The Company and/or each Subsidiary named as registered proprietor (or owner or tenant as the
case may be) of each of the Properties is the sole legal and beneficial owner of the
Properties and has good title to or a valid leasehold interest in (or has analogous property
rights under applicable Law), all Owned Real Property and Leased Real Property, as the case
may be, used by it.
	 
	1.4	 	The Vendor has disclosed all material documents and information relating to the Properties
which it has in its possession and to the extent it is in possession of documents, each such
document is a true and complete copy of the original.
	 
	1.5	 	Any management fees payable by the Company and/or the Subsidiaries pursuant to the Franchise
Agreements have been paid in full on the due dates for payment.
	 
	1.6	 	In respect of each Leased Real Property and Owned Real Property:






	 	(a)	 	there are no mortgages, charges, legal or equitable, specific or floating or
debentures;
	 
	 	(b)	 	the Company or the relevant Subsidiary holds the Property, is in physical
possession of the Property on an exclusive basis and no one is in adverse possession
of the same; and
	 
	 	(c)	 	there are no material breaches of any statutory requirements.






	1.7	 	All rents due and payable under the Leased Real Properties have been paid and there is no
rent review pending.
	 
	 	 	Planning and Development
	 
	1.8	 	No written notice has been received that there is any outstanding enforcement proceeding,
monetary claim or liability in respect of the Properties under the Planning Acts and there has
been no development (within the meaning of the Irish Planning Acts) carried out on any of the
Properties located in Ireland (as described in Part 3 of Schedule 3) within the past seven
years. For the purposes of this warranty, “development” means including (without limitation),
the carrying out of any works on, in, over or under land or the making of any material change
in the use of any structures or land.
	 
	 	 	Liabilities
	 
	1.9	 	There is no actual or contingent liability on the part of the Company and/or the Subsidiaries
in respect of any other property other than the Properties arising out of any lease, agreement
for lease or licence including any actual or contingent liability arising out of:






	 	(a)	 	any estate or interest previously held by the Company and/or any of the
Subsidiaries as original lessees or underlessee; or
	 
	 	(b)	 	any covenant made by the Company and/or the Subsidiaries in favour of any
lessor or any guarantee given by the Company and/or any of the Subsidiaries in
relation to a lease or underlease.




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	 	 	Disputes
	 
	1.10	 	No written notice, claim, demand, proceedings, or dispute in respect of any of the Properties
has been received.
	 
	2	 	Environment
	 
	2.1	 	The Company and the Subsidiaries comply with all applicable Environmental Law in all material
respects, and the Company and the Subsidiaries have not received any written notice of any
actual, pending or threatened actions by regulatory authorities or third parties in respect of
any alleged non-compliance with or liability under Environmental Law.
	 
	2.2	 	The Company and the Subsidiaries have obtained all Environmental Permits for the operation of
the Business and comply in all material respects with their terms and conditions.
	 
	2.3	 	The Company and the Subsidiaries have not disposed of or released in, on or under the
Properties any Hazardous Substance and no Hazardous Substance has migrated to or from the
Properties as a result of the actions of the Company or any of the Subsidiaries in each case
to an extent that would be likely to result in liability for remedial action under
Environmental Law.
	 
	2.4	 	Since 1 January 2004 the only products containing asbestos supplied by or on behalf of the
Company or any Subsidiary are those disclosed in document 17.9 of the Data Room. The Company
and the Subsidiaries are in the process of returning to suppliers or properly disposing of in
accordance with Applicable Laws any such items still held in stock.
	 
	2.5	 	There are no claims, investigations, proceedings or regulatory enforcement action, in
relation to the supply by the Company or any Subsidiary of products containing asbestos.
	 
	2.6	 	Save for the items referred to in warranty 2.4 above which are being returned or disposed of
in accordance with the provisions of warranty 2.4, there are no other products containing
asbestos present at any premises owned or occupied by the Company or any Subsidiary.




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Part 10: Taxation





	1	 	Taxation provisions
	 
	 	 	Proper provision or reserve has been made in the Accounts for all Taxation liable to be
assessed on the relevant company for the period in respect of which Accounts relate for
such period in accordance with relevant Company Accounts Standards.
	 
	2	 	Disputes and Tax Returns
	 
	2.1	 	Within the last three years, each of the Company and the Subsidiaries have made, given or
delivered all material returns, notices, accounts and computations which were required by law
to have been made for the purposes of Taxation and all such information, returns, notices,
accounts and computations supplied to any Taxing Authority for any purpose were accurate in
all material respects.
	 
	2.2	 	The Company and the Subsidiaries are not and have not been in the last three years liable to
pay any material penalty, interest, supplement, fine, default surcharge or other similar
payment in connection with any Taxation.
	 
	2.3	 	There is no outstanding dispute with any Taxing Authority and none of the Company nor the
Subsidiaries have been notified that it is the subject of any non-routine review, audit or
investigation by any Taxing Authority.
	 
	3	 	Payments under deduction of taxation
	 
	 	 	In the last three years the Company and the Subsidiaries have deducted or withheld all
Taxation required to be deducted or withheld from any payments made by the Company and/or
the Subsidiaries (as the case may be) and the Company and the Subsidiaries have duly and
punctually complied with any obligation to account for any such Taxation deducted or
withheld to the appropriate Taxing Authority in so far as the time for so accounting has
fallen due.
	 
	4	 	VAT
	 
	4.1	 	The Company and the UK Subsidiaries are registered for the purposes of VAT (as appropriate).
	 
	4.2	 	Within the last three years, the Company and the Subsidiaries have complied in all material
respects with all statutory provisions, regulations and notices relating to VAT and has duly
and punctually accounted for and/or paid to the relevant Taxing Authorities all amounts of VAT
which it ought to have so accounted for and/or paid.
	 
	4.3	 	Neither the Company nor the UK Subsidiaries have within the last three years been required by
any Taxing Authority to give security or been in default in respect of any period for the
purposes of section 59 or 59A Value Added Tax Act 1994.
	 
	5	 	Sparex Limited Compensating Adjustments
	 
	5.1	 	All Sparex Limited Compensating Adjustments have been validly made and on a proper basis and
have not been, and will not be at any time on or prior to Completion, revoked, and are
consistent with the computations or calculations made (within the meaning of the Compensating
Adjustment Provisions) by or on behalf of FinanceCo in respect of the relevant arm’s length
provision.




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SCHEDULE 5




Purchaser Warranties




	1	 	The Purchaser is a company duly incorporated and validly existing under the laws of the
jurisdiction of its incorporation and has the requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.
	 
	2	 	The entry into this Agreement by the Purchaser and consummation by the Purchaser of the
transactions contemplated hereby, and the execution and delivery of the other agreements,
documents and instruments to be executed and delivered by the Purchaser at Completion pursuant
to this Agreement and the transactions contemplated thereby have been duly authorised by all
necessary action on the part of the Purchaser.
	 
	3	 	Save as provided in clause 4 of this Agreement, no consent or approval of, authorisation or
order of any court or any governmental, regulatory or other authority which has not been
obtained or made at the date of this Agreement is or will required by the Purchaser for the
execution or the transfer of any of the shares contemplated by Agreement.
	 
	4	 	Save as disclosed in writing at the date of this Agreement or at any time prior to
Completion, neither the Purchaser, nor any member of the Purchaser’s Group, nor any director
or officer of a member of the Purchaser’s Group or any of their respective legal, financial,
banking or other professional advisers is at Completion actually aware of any event which is
or would or may with the passage of time, the giving of notice, the taking of action, or the
failure to take any action, result in a breach of any of the Warranties.
	 
	5	 	The Purchaser has not:






	 	(a)	 	entered into any arrangement or composition for the benefit of its creditors
or any of them nor has it (or its agent or nominee) convened a meeting of its
creditors;
	 
	 	(b)	 	submitted to its creditors or any of them a proposal under Part I Insolvency
Act 1986;
	 
	 	(c)	 	entered into any arrangement, scheme, compromise, moratorium or composition
with any of its creditors (whether under Part I Insolvency Act 1986 or otherwise);
	 
	 	(d)	 	made an application to the Court under Part 26 of the Companies Act 2006 or
resolved to make such an application;
	 
	 	(e)	 	presented a petition for winding up nor has it received written notice that a
petition for winding up has been presented against it which has not been withdrawn
within 14 days, nor has it received written notice that a winding up order has been
made against it or a provisional liquidator appointed;
	 
	 	(f)	 	been the subject of a resolution for voluntary winding up (other than a
voluntary winding up while solvent for the purposes of an amalgamation or
reconstruction which has the prior written approval of the other party) nor has a
meeting of its shareholders been called to consider a resolution for winding up;
	 
	 	(g)	 	received written notice that an administrative receiver or receiver appointed
in respect of all or any of its assets or the assets of any guarantor; or
	 
	 	(h)	 	had a written demand for the payment of sums due served upon it in accordance
with section 123(1)(a) Insolvency Act 1986 which has not been settled or disputed.






	6	 	The Purchaser:






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	(a)	 	has not received notice that it is the subject of an interim order under
Schedule 1B Insolvency Act 1986 nor has it made an application to Court for such an
order;






	(b)	 	has not received notice that it is the subject of an administration order,
nor has a resolution been passed by the directors or its shareholders for the
presentation of a petition for such an order nor has it received written notice that a
petition for such an order been presented or come into force; or






	(c)	 	is not subject to a resolution passed by the directors or the shareholders
for written notice of appointment of an administrator to be filed with the Court, nor
has it received notice that a written notice of appointment of an administrator been
filed with the Court by the holder of a floating charge or by the company or its
directors.




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SCHEDULE 6




Limitations on liability under the Warranties




	1	 	Scope and general






	1.1	 	The Purchaser shall not be entitled to claim for any indirect or consequential loss or loss
of profit or for any loss of goodwill after Completion, whether actual or prospective.






	1.2	 	The Vendor shall only be liable in respect of a Claim if and to the extent that such Claim
becomes a determined Claim which shall mean a Claim:






	 	(a)	 	which has been resolved by written agreement between the Vendor and the
Purchaser; or






	 	(b)	 	which is the subject of an order as to both liability and quantum made by a
court or tribunal of competent jurisdiction or arbitration where either no right of
appeal lies or the parties are debarred (whether by the passage of time or otherwise)
from exercising such a right.






	1.3	 	Nothing in this Schedule shall have the effect of excluding, limiting or restricting any
liability of the Vendor in respect of a Claim arising as a result of fraud by the Vendor.






	1.4	 	The Purchaser hereby agrees and undertakes that (in the absence of fraud) it has no rights
against and shall not make any claim against any employee, director, agent or adviser of the
Vendor or the Retained Group or any employee of the Company and/or the Subsidiaries or whom it
may have relied before agreeing to any term of this Agreement and any other agreement or
document entered into pursuant to this Agreement or entering into this Agreement or any such
other Agreement.






	1.5	 	Each provision of this Schedule 6 shall be read and construed without prejudice to each of
the other provisions of this Schedule 6.






	1.6	 	Nothing in this Agreement shall or shall be deemed to relieve or abrogate the Purchaser of
any common law or other duty to mitigate any loss or damage






	1.7	 	Where it is necessary to determine whether a monetary limit or threshold set out in paragraph
6 has been reached or exceeded (as the case may be) and the value of the relevant Claim or
Claims is expressed in a currency other than pounds sterling, the value of each such Claim
shall be translated into pounds sterling at the prevailing exchange rate applicable to that
amount of that non-sterling currency by reference to middle-market rates quoted by Royal Bank
of Scotland plc at the opening of business in London on the date of receipt by the Vendor of
written notification from the Purchaser in accordance with paragraph 3.3 of the existence of
such Claim or claim under the Tax Deed or, if such day is not a Business Day, on the Business
day immediately preceding such day.






	2	 	Cap on liability






	 	 	The aggregate liability of the Vendor (together with any costs and expenses of recovery) in
respect of all and any Claims and claims under the Tax Deed (other than claims under the
Warranties contained in paragraphs 1 to 6 of Part 1 (Title and Capacity) of Schedule 4)
shall not exceed a sum equal to 20% (twenty per cent) of the aggregate of the Consideration
paid to the Designated Account pursuant to clause 7.1(b) and 20% (twenty per cent) of the
sum equal to the Intra-Group Indebtedness paid to the Designated Account pursuant to clause
7.1(c).




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	3	 	Time limits for making Claims






	3.1	 	No Claim may be made against the Vendor unless notice (complying with the provisions of
paragraph 3.3 below) of such Claim is served on the Vendor in writing as soon as practicable
after the Purchaser becomes aware of the circumstances giving rise to a Claim and, in any
event:






	 	(a)	 	in the case of a Claim under the Tax Warranties, before the date falling four
years after Completion; and
	 
	 	(b)	 	in the case of any other Claim before 30 June 2012, provided that, subject to
paragraphs 4 (Right to remedy), 5 (Contingent liabilities), 11 (Conduct of Claims) and
12 (Insurance policies), the liability of the Vendor shall, subject to clause 3.2
below, cease absolutely unless within six months of service of such notice legal
proceedings in respect of such Claim have been properly issued and validly served on
the Vendor.






	3.2	 	If the Purchaser has, in accordance with paragraph 3.1, given notice of a Claim prior to the
date falling four years after Completion or 30 June 2012 (as the case may be) and the Company
or any Subsidiary has made a claim against its insurers as contemplated by paragraph 12.1, the
six month period referred to in paragraph 3.1 in which legal proceedings have to be issued and
validly served shall be a period commencing on the date that notification of the Claim has
been given to the Vendor in accordance with paragraph 3.1 and ending 12 months after service
of such notice or, if earlier, the date when the claim against the insurer has been settled
with the insurer or a judgement against the insurer has been obtained in a court of competent
jurisdiction in respect of the amount claimed from the insurer.






	3.3	 	A notice of Claim shall specify in reasonable detail the specific matter in respect of which
the Claim is made and a calculation of the amount claimed (detailing the Purchaser’s
calculation of loss thereby alleged to have been suffered by it or the relevant member of the
Purchaser’s Group).
	 
	4	 	Right to remedy
	 
	 	 	The Vendor shall not be liable for any Claim if the alleged breach which is the subject of
the Claim is capable of remedy, and is remedied to the reasonable satisfaction of the
Purchaser by the Vendor within 60 days of the date on which the notice in paragraph 3.1
above is received by the Vendor (and the Purchaser agrees to use all reasonable endeavours
to assist and to procure the assistance of the Company in remedying such breach at the
reasonable cost of the Vendor).
	 
	5	 	Contingent liabilities
	 
	 	 	No Claim may be made against the Vendor based upon a liability which is contingent unless
and until such contingent liability becomes an actual liability.
	 
	6	 	Threshold and de minimis
	 
	6.1	 	The Vendor shall not be liable in respect of any Claim or any claim under the Tax Deed unless
the aggregate liability for all Claims and claims under the Tax Deed exceeds the sum of
£700,000 (taking no account of any Claims or claims under the Tax Deed referred to in
paragraph 6.2 below), in which case the Vendor shall be liable for the entire amount and not
merely the excess.
	 
	6.2	 	In calculating liability for Claims and claims under the Tax Deed for the purposes of
paragraph 6.1 above, any Claim or claim under the Tax Deed which is less than the sum of
£70,000 (excluding interest, costs and expenses) shall be disregarded.
	 
	6.3	 	For the purposes of paragraphs 6.1 and 6.2, where a Claim or claim under the Tax Deed relates
to more than one event, circumstance, act or omission which event, circumstance, act or
omission would separately give rise to a Claim or claim under the Tax Deed, such claim shall
be treated as a separate Claim or claim under the Tax Deed (as applicable) in respect of each
such event, circumstance, act or omission.




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	7	 	Changes in legislation
	 
	7.1	 	The Vendor shall not be liable in respect of a Claim if such Claim would not have arisen but
for, or is increased directly or indirectly as a result of:






	 	  (a)	 	the passing of, or a change in, a law, rule, regulation, interpretation of
the law or administrative practice of a government, governmental department, agency or
regulatory body in any case occurring on or after the date of this Agreement; or
	 
	 	  (b)	 	an increase in the Taxation rates or an imposition of Taxation in each case
not actually or prospectively in force at the date of this Agreement; or
	 
	 	  (c)	 	the change by statute or by any regulatory or other body of any accounting
policy or a change in the application of any accounting policy or estimation technique
in the preparation of financial statements by the Purchaser or any member of the
Purchaser’s Group.






	8	 	Acts of Purchaser
	 
	8.1	 	The Vendor shall not be liable in respect of a Claim if such Claim is attributable to, or is
increased directly or indirectly as a result of:






	 	  (a)	 	any act, omission, transaction or arrangement carried out at the request of
or with the approval of the Purchaser before or at Completion; or
	 
	 	  (b)	 	any voluntary act or omission effected by any member of the Purchaser’s Group
after Completion or otherwise than pursuant to a legally binding commitment entered
into before Completion or otherwise than in the ordinary course of business; or
	 
	 	  (c)	 	any breach by the Purchaser of any of its obligations under this Agreement or
any of the documents referred to or incorporated in it or any obligations entered into
pursuant thereto; or
	 
	 	  (d)	 	any reorganisation or change in ownership of any member of the Purchaser’s
Group on or after Completion; or
	 
	 	  (e)	 	any change in the basis of accounting, tax computation or trading of any
member of the Purchaser’s Group after Completion.






	9	 	Mitigation
	 
	 	 	The Purchaser shall procure that, and shall procure in respect of each member of the
Purchaser’s Group that, all reasonable steps are taken by it and each member of the
Purchaser’s Group and all reasonable assistance is given by it and each member of the
Purchaser’s Group to avoid or mitigate any loss or liability (without prejudice to any
similar obligation existing at law generally or any other specific term of this Agreement)
which might give rise to any Claim.
	 
	10	 	Recovery from another person
	 
	 	 	Prior recovery
	 
	10.1	 	If the Purchaser, or any member of the Purchaser’s Group, recovers (whether by payment,
discount, credit, relief or otherwise) from a third party an amount which relates to the
Claim, that amount (less any reasonable costs incurred in obtaining such recovery and less any
Taxation attributable to the recovery after taking account of any tax relief available in
respect of any matter giving rise to such Claim) shall to that extent reduce or satisfy, as
the case may be, such Claim.




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	 	 	Subsequent recovery
	 
	10.2	 	If the Vendor pays an amount in respect of a Claim and the Purchaser, or any member of the
Purchaser’s Group, subsequently recovers (whether by payment, discount, credit, relief or
otherwise) from a third party an amount which relates to such Claim, the Purchaser shall
procure that the relevant member of the Purchaser’s Group shall pay to the Vendor an amount
equal to the lesser of the amount recovered from the third party less any reasonable costs and
expenses incurred in obtaining such recovery and the amount previously paid by the Vendor to
the Purchaser.
	 
	11	 	Conduct of Claims
	 
	 	 	Access to and preservation of information
	 
	11.1	 	If the Purchaser or a member of the Purchaser’s Group becomes aware of any Claim or a claim
under the Tax Deed or any matter or circumstance which might give rise to a claim or of an
entitlement to recover (whether by payment, discount, credit, relief or otherwise) from a
third party an amount which relates to the subject matter of a Claim or a claim under the Tax
Deed, the Purchaser shall and shall procure that the relevant one of the Company and/or the
Subsidiaries shall:






	 	  (a)	 	within 10 Business Days of such claim coming to the notice of the Purchaser
give written notice thereof to the Vendor specifying the nature of the possible claim
in reasonable detail;
	 
	 	  (b)	 	subject to the proviso at the end paragraph 11.1(d), not make any admission
of liability, agreement or compromise to or with the said third party without the
prior agreement in writing of the Vendor;
	 
	 	  (c)	 	give the Vendor and their professional advisers reasonable access during
normal business hours to the Properties and to any relevant chattels, accounts,
documents and records within the possession or control of the Purchaser to enable the
Vendor and their professional advisers to examine such chattels, accounts, documents
and records and to take copies and photographs thereof at its own expense. Provided
that the rights of the Vendor under this paragraph (c) shall be subject to any
confidentiality restriction contained in this Agreement or any other document to which
the Vendor is a party and be suspended during any period during which the Purchaser or
any member of the Purchaser’s Group and the Vendor is involved in any dispute relating
to any member of the Purchaser’s Group (but such suspension shall only take effect
from the date on which formal legal proceedings are initiated in relation to such
dispute), provided that such suspension:






	 	(i)	 	shall only extend to any matter which is the subject of
such dispute;
	 
	 	(ii)	 	shall not operate to the extent that the Vendor requires
access to any information for the purposes of complying with any requirements
of law or of the Stock Exchange or of any other relevant national or
supra-national regulatory, governmental or quasi-governmental authority; and
	 
	 	(iii)	 	shall not operate to restrict or adversely affect any
rights of discovery or any similar or other rights arising out of or relation
to any litigation or similar proceedings which the Vendor would otherwise
have; and






	 	  (d)	 	take such action with such third party as the Vendor may reasonably request
to avoid, dispute, resist, compromise or defend any such claim provided that neither
the Purchaser nor any member of its Group shall be obliged to defend any legal
proceedings in relation to any such claim except:




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	 	(i)	 	following a reference to leading counsel in accordance with
paragraph 11.3 and the obtaining of an opinion from such counsel in
accordance with paragraph 11.4(a); and
	 
	 	(ii)	 	where to do so would not, in the opinion of the Purchaser
acting reasonably, be materially detrimental to the business or reputation of
it or its Affiliates.






	11.2	 	The Vendor shall indemnify the Purchaser and each member of its Group with all reasonable
costs, charges and expenses incurred by it in complying with its obligations under the
foregoing provisions of this paragraph 11.






	11.3	 	In the event that the Purchaser is required under the foregoing provisions of this paragraph
11 to make a reference to counsel, the Purchaser shall seek the opinion of such leading
counsel (or similar person in the jurisdiction in which the relevant claim is being made) as
the Purchaser and the Vendor may agree within 10 Business Days after such request is made by
the Purchaser or (failing such agreement within such time) as the President for the time being
of the Law Society in England and Wales (or a similar officeholder in the organisation in the
jurisdiction in which the relevant third party claim is being made which most closely
approximates to the Law Society’s function of representing the legal community in such
jurisdiction) may nominate on the application of the Purchaser or the Vendor (“Leading
Counsel”) as to the merits of the relevant third party claim and who shall be Queen’s counsel
of good standing and of at least 10 year call. The opinion of Leading Counsel shall be sought
on the following basis:






	 	  (a)	 	Leading Counsel shall be instructed jointly by the Vendor’s Solicitors and
the Purchaser’s Solicitors who shall be jointly instructed by the Purchaser and the
Vendor; and
	 
	 	  (b)	 	the fees and expenses of Leading Counsel shall be borne by the Vendor.






	11.4	 	If the opinion of Leading Counsel is that:






	 	  (a)	 	the Purchaser or the relevant member of the Purchaser’s Group (as
appropriate) has a more than 50 per cent chance of succeeding in defending the
relevant claim made by, the relevant third party in whole or in part:






	 	(i)	 	the Purchaser or the relevant member of the Purchaser’s
Group (as appropriate) shall either, take such steps as are so reasonably
required by the Vendor; or
	 
	 	(ii)	 	the Purchaser shall waive all rights it may have to make
any Claim in relation to the subject matter relevant Claim; or






	 	  (b)	 	the Purchaser or the relevant member of the Purchaser’s Group (as
appropriate) has a less than 50 per cent chance of succeeding in defending the
relevant claim made by, the relevant third party, the Purchaser or the relevant member
of the Purchaser’s Group (as appropriate) shall not be required to defend any legal
proceeding under the foregoing provisions of this paragraph 11.






	11.5	 	The parties agree that the foregoing provisions of this paragraph 11 shall not apply to the
Warranties contained paragraphs 1 to 6 in Part 1 (Title and Capacity) of Schedule 4.






	12	 	Insurance policies






	12.1	 	In respect of any matter which would give rise to a Claim, if the Company and/or its
Subsidiaries is entitled to claim under any policy of insurance (or would have been so
entitled had the Purchaser or the Company and/or any of its Subsidiaries maintained in force
the policies of insurance maintained by or on behalf of the Company and/or its Subsidiaries
immediately prior to Completion or policies providing equivalent cover thereto), then no such
matter shall be the subject of a Claim unless and until the Purchaser or, as the case may be,
the relevant member of the Purchaser’s




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	 	 	Group shall have made a claim against its
insurers and used reasonable endeavours to
pursue such claim and such claim has been
settled or rejected by such insurer; and any
such insurance claim (or any claim which could
have been made had such policies or their
equivalents been maintained as aforesaid)
shall be dealt with in accordance with
paragraph 10.1 (Prior recovery) and paragraph
10.2 (Subsequent recovery).
	 
	13	 	Purchaser’s knowledge
	 
	13.1	 	The Vendor shall not be liable for any Claim under this Agreement if and to the extent that
any of the Purchaser or any member of the Purchaser’s Group or any director of a member of the
Purchaser’s Group or any of their respective legal, financial, banking or other professional
advisers were aware at the date of this Agreement (or ought reasonably to have been aware
having regard to the nature and type of investigations, enquiries, searches, inspections and
other due diligence carried out by or on behalf of any of them) of the facts, matters, events
or circumstances which are the subject matter of the Claim.
	 
	13.2	 	The Purchaser represents and warrants that, save as disclosed in writing prior to Completion,
neither the Purchaser, nor any member of the Purchaser’s Group, nor any director or officer of
a member of the Purchaser’s Group or any of their respective legal, financial, banking or
other professional advisers is at Completion aware of any event which is or would or may with
the passage of time, the giving of notice, the taking of action, or failure to take any
action, result or may result in a breach of any of the Warranties.
	 
	14	 	Allowance, provision or reserve in the Accounts and/or Management Accounts and/or UK
Unaudited Accounts






	 	 	  No matter shall be subject to a Claim to the extent that:






	 	   (a)	 	allowance, provision or reserve in respect of such matter shall have been
made in the Accounts and/or Management Accounts and/or UK Unaudited Accounts or such
matter was referred to in the notes thereto; or
	 
	 	   (b)	 	such matter has been included in calculating creditors or deducted in
calculating debtors in the Accounts and/or Management Accounts and/or UK Unaudited
Accounts and (in the case of creditors or debtors) is identified in the records of the
Company or shall have been otherwise taken account of or reflected in the Accounts
and/or Management Accounts and/or UK Unaudited Accounts.






	15	 	Disclosure Letter and Supplementary Disclosure Letter
	 
	 	 	No Claim may be made against the Vendor to the extent that the subject matter of any Claim
is fairly disclosed (as defined in clause 9.1 of this Agreement) in the Disclosure Letter
and/or any of the Disclosure Documents and in respect of events and circumstances following
the date of this Agreement only, the Supplementary Disclosure Letter (if any).
	 
	16	 	Matters prior to 21 April 2000
	 
	 	 	No Claim or any claim under the Tax Deed may be made against the Vendor to the extent that
such Claim relates to a liability that arose directly or indirectly from a matter, fact or
circumstance prior to 21 April 2000.
	 
	17	 	No double recovery
	 
	17.1	 	No liability shall attach to the Vendor by reason of any breach of any of the Warranties to
the extent that the same loss has been recovered by the Purchaser under any other Warranty or
term of this Agreement or any other document entered into pursuant hereto and accordingly the
Purchaser may only recover once in respect of the same loss.




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	17.2	 	In calculating the liability of the Vendor for any breach of the Warranties there shall be
taken into account the amount by which any Taxation for which the Company and/or the
Subsidiaries or the Purchaser is now or in the future accountable or liable to be assessed is
reduced or extinguished as a result of the matter giving rise to such liability.
	 
	18	 	Net benefit
	 
	 	 	The Vendor shall not be liable for any Claim to the extent that the subject of the Claim
has been or is made good or is otherwise compensated for without cost or loss to the
Purchaser’s Group or to the Company or any Subsidiaries.
	 
	19	 	Transferability of rights
	 
	 	 	This Agreement shall be actionable only by the Purchaser and no other party shall be
entitled to make any Claim or take any action whatsoever against the Vendor under or
arising out of or in connection with this Agreement.
	 
	20	 	Pensions, Property, Environment, Intellectual Property, Employment and Tax
	 
	20.1	 	No Claim may be made against the Vendor under this Agreement:






	 	(a)	 	(save pursuant to the Warranties contained in Parts 6 and 7 of Schedule 4) to
the extent that the Claim relates to or is in connection with any matter concerning
the GSHP, GLAS and/or pensions and the Purchaser acknowledges and agrees that none of
the Warranties shall or shall be deemed to be, whether directly or indirectly, a
warranty in respect of the GSHP, GLAS or pension matters and that the Vendors makes no
other warranty in respect of pension matters; or
	 
	 	(b)	 	(save pursuant to the Warranties contained in Part 9 of Schedule 4) to the
extent that the Claim relates to or is in connection with any matter concerning
Property and the protection or pollution of the Environment, the Purchaser
acknowledges and agrees that none of the Warranties shall or shall be deemed to be,
whether directly or indirectly, a warranty in respect of Property and Environment
matters and that the Vendors makes no other warranty in respect of Property and
Environment matters; or
	 
	 	(c)	 	(save pursuant to the Warranties contained in Part 8 of Schedule 4) to the
extent that the Claim relates to or is in connection with any matter concerning
Intellectual Property and/or information technology and the Purchaser acknowledges and
agrees that none of the Warranties shall or shall be deemed to be, whether directly or
indirectly, a warranty in respect of Intellectual Property and/or information
technology matters and that the Vendors makes no other warranty in respect of
Intellectual Property and/or information technology matters;
	 
	 	(d)	 	(save pursuant to the Warranties contained in the following Parts of Schedule
4:






	 	  (i)	 	Part 3: Warranty 9 only, Part 4: Warranties 5.4 and 12.1 to
12.3 only and Parts 5, 6, 7; and
	 
	 	  (ii)	 	(in each case only in respect of claims concerning Health
and Safety Law) Part 4: Warranties 4, 5.3 and 7.2 only and Part 9: Warranties
2.4 to 2.6 only),






	 	 	 	to the extent that the Claim relates to or is in connection with any matter
concerning employment and/or employees and the Purchaser acknowledges and agrees
that none of the other Warranties shall or shall be deemed to be, whether directly
or indirectly, a warranty in respect of employment matters and that the Vendor
makes no other warranty in respect of employment matters; or




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	 	(e)	 	(save pursuant to the Warranties contained in Part 10 of Schedule 4) to the
extent that the Claim relates to or is in connection with any matter concerning Tax
and the Purchaser acknowledges and agrees that none of the other Warranties shall or
shall be deemed to be, whether directly or indirectly, a warranty in respect of Tax
and that the Vendor makes no other warranty in respect of Tax.






	21	 	Subsequent disposal
	 
	 	 	The Vendor shall not be liable to satisfy any claim which is made after the Company ceases
to be a subsidiary of the Purchaser or if any shares in the relevant Company are quoted on
any stock exchange.
	 
	22	 	Value Added Tax
	 
	22.1	 	As soon as reasonably practicable after the date of this Agreement, the Vendor shall procure
that (if one has not already been made) an application shall be made to HM Revenue & Customs
pursuant to section 43B VATA for the exclusion of each of the Company and the Subsidiaries
from membership of the same VAT groups as the Vendor (or an associate of the Vendor) for the
purposes of section 43B VATA (the “Vendor VAT Groups”) and for such exclusion to take effect
on Completion or if HM Revenue & Customs do not permit this, at the earliest date following
Completion permitted by section 43B VATA.
	 
	22.2	 	Pending the taking effect of such application and for so long thereafter as may be necessary,
each of the Vendor and the Purchaser shall procure that such information is provided to the
other as may be required to enable the continuing representative member of the Vendor VAT
Groups to make all the returns required of it in respect of the Vendor VAT Groups.
	 
	22.3	 	When the exclusion takes effect after Completion, the Vendor and the Purchaser shall procure
that such payments shall be made between such representative member and the Company and
Subsidiaries as may be appropriate to ensure that the resulting position of each of the
Company and Subsidiaries concerned is as close as possible to the position which would have
obtained if such application or applications had taken effect on the date of Completion.
	 
	22.4	 	The parties to this Agreement undertake that they will on request promptly supply or procure
that there is supplied to the other parties all information, particulars and access to and
copies of records reasonably relevant to any liability of the parties under this paragraph 22.
	 
	22.5	 	The deeming provisions of Section 43(1) VATA shall be disregarded in determining for the
purposes of this paragraph 22 what supplies or acquisitions or importations have been made or
are deemed to have been made by or to any person.
	 
	23	 	Taxation
	 
	 	 	The provisions of paragraphs 7, 8, 10, 14, 17 and 18 of this Schedule 6 shall not apply in
respect of any Claim under any of the Tax Warranties.




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SCHEDULE 7




Conduct of Business before Completion




	1	 	Alter its share capital or the rights attaching to any of its shares;
	 
	2	 	Create, allot, issue, redeem, purchase, consolidate, convert or subdivide any share or loan
capital or any securities convertible into shares or grant any options for the issue of any
such securities.
	 
	3	 	Send any notice to its shareholders or pass any shareholder resolution (in each case
otherwise than may be required by rule, law or regulation).
	 
	4	 	Subscribe or otherwise acquire, or dispose of any shares in the capital of any company.
	 
	5	 	Acquire or dispose of the whole or part of the undertaking of it or of any other person, firm
or company.
	 
	6	 	Declare or pay any dividend or make any other distribution save for a net increase of the
loan owing to Sparex Limited by FinanceCo not exceeding the sum of £870,000, in cash, or
accrual of interest on the loan owing from the Company to FinanceCo or the levy of management
charges by Vector Industries Limited on any of the Company and/or the Subsidiaries to the
extent that any such dividend or distribution is paid on or prior to 26 November 2010.
	 
	7	 	Create any mortgage, charge, pledge, lien, assignment, hypothecation, or other security
interest upon or over the whole or any part of its assets.
	 
	8	 	Borrow monies (other than by way of its agreed overdraft facility), accept credit (other than
normal trade credit), make payments out of or drawings on its bank accounts (other than in the
ordinary and usual course) or make any loan or repay any loan or financial facility (in each
case, other than in the ordinary course of business) save to the extent that
FinanceCo increases the loan owing to Sparex Limited by a sum not exceeding £870,000, in cash
on or prior to 26 November 2010 or there is any movement (either an increase or decrease as
the case may be) in the loan owing by FinanceCo to Sparex Limited provided that the result of
such movement is nil on the Completion Date.
	 
	9	 	Authorise the cessation of the use of the name “Sparex” as it is being used by the Business
at the date of this Agreement.
	 
	10	 	Vary the terms of appointment or employment of any officer or any of the Key Employees,
increase or vary the remuneration, pension rights or other benefits of any such officer or Key
Employee, or appoint or dismiss any officer or such Key Employee.
	 
	11	 	Dismiss any Key Employee other than for gross misconduct and/or summarily dismiss any such
employee.
	 
	12	 	Vary materially any terms of any of its policies of insurance or knowingly take any action
which invalidates any of its policies of insurance.
	 
	13	 	Make any change to its auditors or its bankers or change its accounting reference date or
accounting policies, except where such change is recommended by its auditors as a consequence
of a change in generally accepted accounting practices or policies applicable to companies
carrying on businesses of a similar nature, or as a consequence of a change in law.
	 
	14	 	Adopt any new pension scheme or amend the terms of an existing pension scheme.
	 
	15	 	Propose any scheme or plan of arrangement, reconstructions, amalgamation or demerger.
	 
	16	 	Make any proposal for the winding-up or liquidation of any member of the Group.




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	17	 	Not collect or release trade receivables which become due to any member of the Group other
than in the ordinary and normal course of Business in accordance with past practice.
	 
	18	 	Make any payment otherwise than on arm’s length basis other than such payments that are made
in the ordinary course of business as it is carried out at the date of this Agreement or save
to the extent that FinanceCo increases the loan owing to Sparex Limited by a sum not exceeding
£870,000, in cash and any such payment to FinanceCo is made on or prior to 26 November 2010.
	 
	19	 	Amend or terminate any material contract or commitment with suppliers or customers or
Information Technology service providers other than in the ordinary course of business.
	 
	20	 	Commence or conduct any litigation so commenced by it (save for the collection of debts
arising in the ordinary course of business) or settle or compromise any claim or dispute,
other than, in each case, such action that is required and would be carried out in the
ordinary course of business but for the application of the terms of this paragraph.
	 
	21	 	Engage any employee on terms that either his contract cannot be terminated by three months’
notice or less or his emoluments and/or commissions or bonuses are or are likely to be at the
rate of £50,000 per annum or more or increase the emoluments and/or commissions or bonuses or
any employee to more than £50,000 per annum or vary the terms of employment of any employee
earning (or so that after such variation he will, or is likely to earn) more than £50,000 per
annum.
	 
	22	 	Save for continuing to negotiate the agreements for leases and renewal of leases disclosed in
the Data Room where such negotiations are concluded on market terms, agree to lease or share
possession or occupation of any Property held or occupied by a member of the Group or amend
the terms of any existing lease in respect of a Property.
	 
	23	 	Enter into any agreement to licence or part with or share the Intellectual Property in
the Trade Marks or the Sparex catalogues, fail to maintain the registration of the Domain
Names or transfer the Websites or the Domain Names to any other person.
	 
	24	 	Enter into any contract or binding commitment to do any of the acts or matters referred to in
this Schedule 7.






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	ATTESTATIONS
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Executed and delivered as a deed

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	by RUBICON PARTNERS

	 	 	)	 	 	Designated member
	 	 
	 
	 	 	 	 	 	 	 	 
	INDUSTRIES LLP

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	acting by its designated members

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Designated member	 	 






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	Executed as a deed by AGCO INTERNATIONAL HOLDINGS BV 

acting by:




/s/ R. N. Batkin

	 	 	 	 
	 
	 	 	 	 
	[signature of director]




R. N. Batkin

	 	 	 	 
	 
	 	 	 	 
	[print name of director]
	 	 	 	 
	 
	 	 	 	 
	Director
	 	 	 	 
	 
	 	 	 	 
	in the presence of:




/s/ Joanne Ray

	 	 	 	 
	 
	 	 	 	 
	[signature of witness]




Joanne Ray

	 	 	 	 
	 
	 	 	 	 
	[print name of witness]
	 	 	 	 
	 
	 	 	 	 
	Address
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	
Occupation






	 	 	 	 
	 
	 	 	 	 





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