10 Exhibit 2.01
DATED 25 April 1998
(1) SHOP VAC CORPORATION
- and -
(2) XXXX DIMPLEX
---------------------------------------
AGREEMENT
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Dibb Xxxxxx Xxxxx
000 Xxx Xxxxxxx
Xxxxx
XX0 0XX
Tel: 0000 00 00 00
Fax: 0000 000 0000
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CONTENTS
1. DEFINITIONS AND INTERPRETATION.........................................1
2. CONDITIONS.............................................................8
3. COMPLETION.............................................................9
4. WARRANTIES............................................................10
5. LIMITATION ON THE VENDOR'S LIABILITY..................................13
6. VENDOR'S UNDERTAKINGS.................................................14
7. RIGHT TO TERMINATE....................................................15
8. VENDOR'S COVENANTS....................................................15
9. INTELLECTUAL PROPERTY.................................................18
11. TRANSFER OF ASSETS....................................................19
12. FURTHER ASSURANCE.....................................................19
13. INFORMATION...........................................................20
14. IRISH TAX ASSET.......................................................20
15. ANNOUNCEMENTS.........................................................21
16. COSTS.................................................................21
17. SUCCESSORS AND ASSIGNMENT.............................................21
18. ENTIRE AGREEMENT......................................................22
19. VARIATIONS............................................................22
20. WAIVER................................................................23
21. AGREEMENT CONTINUES IN FORCE..........................................23
22. SEVERABILITY..........................................................23
23. NOTICES...............................................................23
25. COUNTERPARTS..........................................................24
26. GOVERNING LAW.........................................................24
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SCHEDULE 1....................................................................26
Details of the purchasers other than Xxxx Dimplex....................26
SCHEDULE 2
The Companies........................................................27
SCHEDULE 3....................................................................28
Completion...........................................................28
SCHEDULE 4....................................................................30
Operation of the Companies Pending Completion........................30
SCHEDULE 5....................................................................33
Grant Documentation..................................................33
SCHEDULE 6....................................................................34
Bank Documentation...................................................34
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AGREED FORM DOCUMENTS
1 Sale and Purchase Agreements x 6
2 English Non Competition Deed
3 Legal Opinion in relation to the Vendor's capacity in contract etc
4 Trade Xxxx Assignment
5 Patent License
6 Lease variation
7 Disclosure Documentation
8 Balance Sheet as at 31 December 1997
9 List of Trademarks to be assigned
10 Deed of Indemnity
11 Debt of Assignment
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THIS AGREEMENT is made 25 April 1998
BETWEEN:
(1) SHOP VAC CORPORATION a company incorporated in the state of New Jersey,
United States of America whose principal office is at 2323 Reach Road
Williamsport Pennsylvania 1770- 0307 USA ("the Vendor")
(2) XXXX DIMPLEX a company incorporated in Ireland whose registered office
is at 00 Xxxxxxxxx Xxxx Xxxxxx 0 ("Xxxx Dimplex")
WHEREAS:
(A) The Vendor has agreed to sell or to procure the sale of the Shares and
the Target Businesses to Xxxx Dimplex and certain other members of the
Xxxx Dimplex Group on and subject to the terms of the Sale and Purchase
Agreements.
(B) This Agreement sets out the conditions which need to be fulfilled prior
to the Sale and Purchase Agreements being completed and certain other
matters in relation to the Sale and Purchase Transactions.
IT IS HEREBY AGREED:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement the following words and expressions shall
(except where the context otherwise requires) have the
following meanings:
"AUSTRIAN AGREEMENT" means an agreement in the agreed form to
be made between the Vendor and the Austrian Purchaser relating
to the sale and purchase by the German Purchaser of the
Austrian Shares;
"AUSTRIAN COMPANY" means Shop Vac Ges.m.b.H. details of which
are contained in Schedule 2;
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"AUSTRIAN PURCHASER" means Xxxx Electric Holdings GmbH details
of which are contained in Schedule 1;
"AUSTRIAN SHARES" means the whole of the issued share capital
of the Austrian Company;
"BANK DOCUMENTATION" means the documents short particulars of
which are contained in Schedule 6;
"BUSINESS DAY" means a day other than a Saturday or Sunday on
which banks are open for business in London;
"BUSINESS INTELLECTUAL PROPERTY" means all the Intellectual
Property owned by the Vendor exclusively used by or in
connection with the French Business and all the Intellectual
Property owned by the German Company exclusively used by or in
connection with the German Business;
"COMPANIES" means the Austrian Company, the Dutch Company, the
English Company and the Irish Company and "Relevant Company"
and "Company" shall be construed accordingly;
"COMPLETION" means the performance of all the obligations of
the parties hereto set out in clause 3;
"COMPLETION DATE" means the date which is two Business Days
following the day on which the last of the Conditions to be
satisfied shall have been fulfilled or waived being not later
than 30 June 1998 or such other date being not later than 30
June 1998 or such other date being not later than 31 July 1998
as shall be agreed in writing by the parties;
"CONDITIONS" means the conditions contained or referred to in
clause 2;
"CONFIDENTIAL INFORMATION" means information (however stored)
relating to or connected with the business customers or
financial or other affairs of any of the Companies or the
French Business or the German Business details of which are
not in the public domain at the relevant time including,
without limitation, information concerning or relating to:
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the Intellectual Property Rights and any other property of any
of the Companies in the nature of intellectual property
(excluding any Intellectual Property of the Irish Company
licensed to the Irish Company by the Vendor) and the Business
Intellectual Property;
(ii) any technical processes, future projects, business
development or planning, commercial relationships and
negotiations; and
(iii) the marketing of goods or services including, without
limitation, customer, client and supplier lists, price lists,
sales targets, sales statistics, market share statistics,
market research reports and surveys and advertising or
other promotional materials and details of contractual
arrangements and any other matters concerning the clients or
customers of or other persons having dealings with any
of the Companies or the French Business or the German
Business;
"DEED OF INDEMNITY" means the deed of indemnity in the agreed
form to be executed by the Vendor in favour of each of the
Companies, the French Purchaser and the German Purchaser,
"DISCLOSURE DOCUMENTATION" means a disclosure letter of even
date herewith and the bundles of documentation in the agreed
form referred to therein and disclosed by the Vendor to Xxxx
Dimplex;
"DUTCH AGREEMENT" means an agreement in the agreed form to be
made between the Vendor and the Dutch Purchaser relating to
the sale and purchase by the Dutch Purchaser of the Dutch
Shares;
"DUTCH COMPANY" means FAM Nederland B.V. details of which are
contained in Schedule 2;
"DUTCH PURCHASER" means Xxxxxx B.V. details of which are
contained in Schedule 1;
"DUTCH SHARES" means the whole of the issued share capital of
the Dutch Company;
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"ENCUMBRANCE" means a mortgage, charge, pledge, lien, option,
restriction, equity, right to acquire, right of pre-emption,
third party right or interest, other encumbrance or security
interest of any kind or any other type of preferential
arrangement (including, without limitation, a title transfer
and retention arrangement) having similar effect;
"ENGLISH AGREEMENT" means an agreement in the agreed form to
be made between the Vendor and the English Purchaser relating
inter alia to the sale and purchase by the English Purchaser
of the English Shares;
"ENGLISH COMPANY" means Goblin Limited details of which are
contained in Schedule 2;
"ENGLISH PURCHASER" means Morphy Xxxxxxxx Appliances Limited
details of which are contained in Schedule 1;
"ENGLISH SHARES" means the whole of the issued share capital
of the English Company;
"FRENCH AGREEMENT" means an agreement or agreements in the
agreed form to be made between the Vendor and the French
Purchaser relating inter alia to the said and purchase by the
French Purchaser of the French Business and its related
assets;
"FRENCH BUSINESS" means the business of selling, servicing and
distributing vacuum cleaners wet and dry floor cleaners, steam
cleaners and other like equipment carried on by the Vendor in
France as at the date hereof under the name of "ShopVac
France";
"FRENCH PURCHASER" means Xxxx Electric Holdings GmbH or such
other subsidiary of Xxxx Dimplex as Xxxx Dimplex shall notify
to the Vendor prior to the Completion Date;
"GERMAN AGREEMENT" means an agreement in the agreed form to be
made between the German Company and the German Purchaser
relating inter alia to the sale and purchase by the German
Purchaser of the German Business and its related assets;
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"GERMAN BUSINESS" means the business of selling, servicing and
distributing vacuum cleaners, wet and dry floor cleaners,
steam cleaners and other like equipment carried on by the
German Company in Germany;
"GERMAN COMPANY" means ShopVac Vertriebs GmbH details of which
are contained in Schedule 2;
"GERMAN PURCHASER" means EIO Morphy Xxxxxxxx GmbH details of
which are contained in Schedule 1;
"XXXX DIMPLEX GROUP" means Xxxx Dimplex and its subsidiaries
from time to time;
"GRANT DOCUMENTATION" means documentation recording the
various grants and conditions attaching thereto made to the
Irish Company short particulars of which are contained in
Schedule 5;
"GROUP" means each Company, the French Business and the German
Business, and references to a "member of the Group" or a
"Group member" shall be construed accordingly;
"INTELLECTUAL PROPERTY" includes patents, inventions,
know-how, trade secrets and other confidential information,
registered designs, copyrights, design rights, rights
affording equivalent Protection to copyright and design
rights, trade marks, service marks, business names, trade
names, moral rights, registration of an application to
register any of the aforesaid items, rights in the nature of
any of the aforesaid items in any country, rights in the
nature of unfair competition rights and rights to xxx for
passing-off;
"INTELLECTUAL PROPERTY RIGHTS" means (subject to Clause 8) all
Intellectual Property owned and "exclusively used, by each of
the Companies in, or in connection with, its business;
"IRISH AGREEMENT" means an agreement in the agreed form to be
made between the Vendor and Xxxx Dimplex relating inter alia
to the said and purchase by Xxxx Dimplex of the Irish Shares;
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"IRISH COMPANY" means Goblin Ireland Limited details of which
are contained in Schedule 2;
"IRISH SHARES" means the whole of the issued share capital of
the Irish Company;
"MERGERS ACT" means the Mergers, Takeovers, and Monopolies
(Control) Act, 1978 of Ireland (as amended by the Restrictive
Practice (Amendment) Act, 1987 and the Competition Acts,
1991-1996) of Ireland;
"NON COMPETITION DEEDS" means in relation to the English
Company the deed in the agreed form and in relation to the
other Companies and the French Purchaser and the German
Purchaser deeds to be entered into in substantially the same
form as such deed (with such amendments as are necessary to
ensure that such deeds comply with and are enforceable under
the domestic laws of the Relevant Company and the French
Purchaser and German Purchaser) provided that the restrictions
in such deeds shall be no more onerous than those contained in
clause 8 of this Agreement and the territories to be set out
in clause 3.2.1 of such deeds or the equivalent provision
shall be the territories in which the Relevant Company or
Relevant Target Business now operates or into which sales are
made;
"PURCHASERS SOLICITORS" means Dibb Xxxxxx Xxxxx of 000 Xxx
Xxxxxxx, Xxxxx LS I 5JX;
"RELEVANT BUSINESS" means any business involving the
development, design, manufacture, assembly, testing, selling,
distribution, installation and service or vacuum cleaners, wet
and dry floor cleaners or steam cleaners or other like
equipment;
"RELEVANT PRODUCTS" means vacuum cleaners, wet and dry floor
cleaners or steam cleaners or other like equipment;
"RELEVANT PURCHASER" means whichever company is the Purchaser
of the Relevant Shares or the Relevant Target Business;
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"SALE AND PURCHASE AGREEMENTS" means each of Austrian
Agreement, the Dutch Agreement, the English Agreement, the
French Agreement, the Irish Agreement and the German
Agreement;
"SALE AND PURCHASE TRANSACTIONS" means each of the sale and
purchase transactions to which the Sale and Purchase
Agreements respectively apply;
"SHARES" means the Austrian Shares, the Dutch Shares, the
English Shares and the Irish Shares and "RELEVANT SHARES" and
"SHARES" shall be construed accordingly;
"TARGET BUSINESS" means the French Business or the German
Business as the case may be and "Target Businesses" and
"Reactant Target Business" shall be construed accordingly;
"TRADE MARKS" means those trademarks details of which are set
out in the list of trademarks in the agreed form;
"VENDOR'S GROUP" means the Vendor and its subsidiary
undertakings from time to time;
"VENDOR'S SOLICITORS" means Xxxxxxxx Xxxxxx of 000 Xxxxxx,
Xxxxxx XX0X I JN;
"WARRANTIES" means the warranties contained in clause 4.1. and
clause 4.2.
1.2 In this Agreement where the context admits:
1.2.1 sections 5, 6, 8 and 9 of schedule I to the
Interpretation Xxx 0000 apply in the same way as they
do to statutes;
1.2.2 reference to a recital, clause, sub-clause, schedule or
paragraph is to a recital, clause, sub-clause, schedule
or a paragraph of a schedule of or to this Agreement
respectively;
1.2.3 reference to any gender includes the other genders;
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1.2.4 the index, headings and any descriptive notes are for
ease of reference only and shall not affect the
construction or interpretation of this Agreement;
1.2.5 this Agreement incorporates the Schedules to it;
1.2.6 the "agreed form" in relation to any document means the
form agreed between the parties to this Agreement and
for the purposes of identification only initialed by or
on behalf of the parties.
2. CONDITIONS
2.1 The sale and purchase of the Shares and the Target Businesses
is in all respects conditional upon:
2.1.1 2.1.1.1 the Minister for Enterprise Trade and Employment
of Ireland (the "Minister") stating in writing
that she does not intend to make an order under
Section 9 of the Mergers Act in relation to the
proposed purchase of the Irish Shares; or
2.1.1.2 in the event of the Minister making an order
subject to conditions, Xxxx Dimplex notifying
the Vendor in writing that it accepts such
conditions such acceptance, in the case of a
condition of a minor nature only, not to be
unreasonably withheld and such acceptance or
non acceptance not to be unreasonably delayed;
or
2.1.1.3 in the event of no such order being made and
the Minister not stating in writing that she
does not intend to make such an order, the
relevant period within the meaning of Section 6
of the said Act elapsing; and
2.1.2 the Irish Company having not more than 168 employees
and for these purposes any employee to whom the Irish
Company has after the date of this Agreement but prior
to the Completion Date issued notices of redundancy
(complying in all respects with applicable legislation
and the terms of each agreement between the
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Irish Company and any recognized trade union applicable
to such employees) shall not be counted.
2.2 The Vendor hereby undertakes to Xxxx Dimplex that it will use
all reasonable endeavors to procure that the Condition
referred to in clause 2.1.2 is satisfied on or prior to 30
June 1998.
2.3 Each of the Vendor and Xxxx Dimplex hereby agree with each
other to use all reasonable endeavors to procure that the
Condition referred to in clause 2. 1.1 is fulfilled on or
prior to 30 June 1998.
2.4 Xxxx Dimplex may waive the Condition set out in clause 2.1.2
by notice in writing to the Vendor.
2.5 If the Conditions have not each been fulfilled (or in the case
of clause 2.1.2 waived) by 30 June 1998 or such later date
prior to 31 July 1998 as may be agreed in writing by the
parties:
2.5.1 neither of the parties shall have any further rights
or obligations under this Agreement save in respect
of the provisions of this clause 2.5 and clauses 12,
13, 14, 15, 16, 17, 19, 21, and 22 which shall
continue in full force and effect; and
2.5.2 upon the written demand of the Vendor, Xxxx Dimplex
shall return or procure the return to the Vendor of
all documents and information supplied by the Vendor
or any member of the Vendor's Group or any adviser to
any such company to Xxxx Dimplex or any member of the
Xxxx Dimplex Group or any adviser to any such company
and Xxxx Dirnplex shall not disclose to any third
party or use any Confidential Information and shall
procure that no member of the (Xxxx Dimplex Group nor
any adviser to any such company shall disclose to any
third party, or use, any Confidential Information.
3. COMPLETION
3.1 On the Completion Date:
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3.1.1 the Vendor shall enter into (and in the case of the
German Agreement shall procure the German Company to
enter into and in the case of the Austrian Agreement
shall procure Shop Vac Properties International
Limited to enter into) and Xxxx Dimplex shall procure
that the Relevant Purchaser shall enter into the Sale
and Purchase Agreements each of which shall on the
Completion Date be completed in accordance with its
terms; and
3.1.2 on completion of the Sale and Purchase Agreements
each of the parties shall comply with the provisions
of Schedule 3.
3.2 Conditional upon completion of the Sale and Purchase
Transactions, and immediately thereafter the Vendor shall
enter into the Non Competition Deeds which shall be delivered
to the Purchaser duly executed and thereupon the Purchaser
shall procure payment to the Vendor by the Relevant Company or
the Relevant Purchaser of the amount specified in each such
deed.
3.3 Xxxx Dimplex undertakes to procure the due and punctual
performance by each of the Relevant Purchasers of its
respective obligations under each of the Sale and Purchase
Agreements to which it is a party and Xxxx Dimplex undertakes
to indemnify the Vendor against any failure by any of the
Relevant Purchasers so to perform such obligations.
4. WARRANTIES
4.1 The Vendor represents and warrants to Xxxx Dimplex as at the
date of this Agreement that it is not aware of any material
event, fact, matter or circumstance relating to:
4.1.1 taxation; or
4.1.2 actual, threatened or pending litigation or
arbitration or other dispute resolution proceedings;
or
4.1.3 actual, threatened or pending disputes with any
customer or supplier; or
4.1.4 actual, threatened or pending disputes with any
employee; or
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4.1.5 intellectual property rights; or
4.1.6 any recurring fault or defect in any product or
failure of any product to comply with any applicable
legislation, regulations or standards
in each case relating to, concerning or affecting any of the Companies
which has not been fairly disclosed to Xxxx Dimplex in the Disclosure
Documentation and which would or could in any such case involve,
concern or give rise to a loss to the Relevant Company of US$200,000 or
more (or the equivalent in any other currency).
4.2 The Vendor represents and warrants to Xxxx Dimplex as at the date of
this Agreement that so far as it is aware (and save to the extent
fairly disclosed in the Disclosure Documentation) the consolidated net
assets of the Companies and the Target Businesses (as shown in the
consolidated balance sheet in the agreed form for the Companies and the
Target Businesses as at 31 December 1997) have not suffered any
material diminution in the period from 31 December 1997 to the date of
this Agreement other than as a result of trading in the ordinary course
of business and/or fluctuations in exchange rates since 31 December
1997. For the purpose of this clause 4.2 only the 'ordinary course of
business' shall be deemed to include the reduction by the Vendor of
loss making sales activities in the Group and 'material" shall mean a
diminution in net assets of US$200,000 or more.
4.3 The extent of the Vendor's awareness for the purposes of clause 4.1 and
clause 4.2 shall be deemed to be limited only to the knowledge of
Xxxxxxx Xxxxxx he having made due and careful enquiry of Connor Stack
and Xxx Xxxxxxxx (in relation to the Irish Company); Xxxxxx Xxxxxxxx,
Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxxxxxx (in relation to the
English Company), Xxxxxx Hierzberger (in relation to the Austrian
Company) and Xxxxx de Rooij and Xxxx Xxxxxx (in relation to the Dutch
Company).
4.4 The Vendor acknowledges that Xxxx Dimplex is entering into this
Agreement in reliance on the Warranties which have also been given as
representations and with the intention of inducing Xxxx Dimplex to
enter into this Agreement and that Xxxx Dimplex has been induced to
enter into this Agreement on the basis of and in full reliance upon
them.
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4.5 The rights and remedies of Xxxx Dimplex in respect of any breach of the
Warranties shall survive Completion.
4.6 The Vendor waives and may not enforce any right which it may have in
respect of any misrepresentation, inaccuracy or omission in or from any
information or advice supplied or given by any of the Companies or
their respective officers or employees in enabling the Vendor to give
the Warranties.
4.7 The Vendor shall pay to Xxxx Dimplex in the event of a breach by the
Vendor of the Warranty contained in clause 4.1 an amount equal to the
loss suffered by the Relevant Company as is referred to in Clause 4.1
and in the event of a breach by the Vendor of the Warranty contained in
clause 4.2 an amount equal to the diminution in the consolidated net
assets of the Companies and the Target Businesses in the period from 31
December 1997 to the date hereof.
4.8 Save as disclosed in the Disclosure Documentation no information
relating to a Company of the Target Businesses shall prevent or limit a
claim made by Xxxx Dimplex for breach of the Warranties. The Vendor may
not invoke Xxxx Dimplex knowledge of a fact or circumstance which might
make the Warranties untrue, inaccurate, incomplete or misleading as a
defence to a claim for any breach of the Warranties.
4.9 The rights of Xxxx Dimplex under sub-clause 4.7 shall be in addition
and without prejudice to any other right or remedy available to it
under this Agreement or otherwise.
4.10 Xxxx Dimplex accepts the benefit of this clause 4 (including, without
limitation, the Warranties) for itself and as trustee for each
undertaking which is at any time a subsidiary undertaking or Xxxx
Dimplex. The Vendor acknowledges that after Completion Xxxx Dimplex may
reorganise the Group (which may involve the transfer of an asset or a
liability of a Company or of some or all of the assets or liabilities
of the French Business, or the German Business to an undertaking which
is a subsidiary undertaking of Xxxx Dimplex) in reliance on the
Warranties provided that the vendor's liability pursuant to this Clause
4.1 for any loss suffered by any Company or for a breach of the
Warranty set out in clause 4.2 shall not be increased as a result of
any such reorganisation and shall be
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limited to the liability the Vendor would have suffered had
such reorganisation not taken place.
5. LIMITATION ON THE VENDOR'S LIABILITY
5.1 The aggregate liability of the Vendor in respect of all claims
under the Warranties shall not exceed US$5,000,000.
5.2 No amount shall be payable by the Vendor in respect of any
claim under the Warranties unique and until the aggregate
cumulative liability of the Vendor in respect of all such
claims exceeds US$600,000 in which case the Vendor shall be
liable for both the initial US$600,000 and the excess.
5.3 The Vendor shall not be liable for any claim under the
Warranties unless the Vendor is given notice of that claim
stating in reasonable detail the nature of the claim and, if
practicable, the amount claimed, on or before the date failing
twelve months from the Completion Date.
5.4 Clause 5.1 and 5.3 (inclusive) shall not apply to any claim
where it can be proved on the balance of probabilities that
such claim arises because of a dishonest or fraudulent act or
omission or fraudulent misrepresentation of or by the Vendor
prior to Completion.
5.5 The Vendor will not be liable under the Warranties for any
claim in respect of any matter to the extent that a specific
provision has been made in the audited accounts of any
Relevant Company for the period to 31 December 1997 in respect
of that matter.
5.6 Xxxx Dimplex shall procure that the Relevant Company mitigates
any loss or liability which gives rise to any such claim under
the Warranties.
5.7 If Xxxx Dimplex or the Relevant Company is entitled to recover
from a third party (including insurers) any sum in respect of
a matter or thing which is, or has been, the subject of a
claim under the Warranties, at the request of the Vendor Xxxx
Dimplex will take, and will procure that the Relevant Company
takes, such action (including lending its
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name to any legal action) as the Vendor may reasonably require
(at the expense of the Vendor) in connection with that matter.
5.8 If the Vendor has paid to Xxxx Dimplex an amount in respect of
a claim under the Warranties and Xxxx Dimplex or the Relevant
Company subsequently receives from a third party (including
insurers) a sum which constitutes a double recovery, Xxxx
Dimplex must immediately repay to the Vendor a sum equal to
the amount which fairly represents the double recovery, after
deducting an amount equal to the reasonable costs and expenses
incurred by Xxxx Dimplex and the Relevant Company in
recovering that amount from the third party.
5.9 Any amount paid to Xxxx Dimplex by the Vendor in respect of a
claim under the Warranties will be deemed to be a reduction in
the consideration payable to the Vendor under any relevant
Sale and Purchase Agreement.
5.10 If any claim under the Warranties is based upon a liability or
loss of a Relevant Company which is only contingent, the
Vendor will not be liable to make any payment in respect of it
unless and until the contingent liability or loss becomes an
actual liability or loss.
5.11 No breach of the Warranties shall give rise to a right on the
part of Xxxx Dimplex to rescind or terminate this Agreement
following the Completion Date.
5.12 Xxxx Dimplex undertakes to extend the benefit of its group
insurance arrangements to the Group with effect from the
Completion Date.
6. VENDOR'S UNDERTAKINGS
6.1 Between the execution of this Agreement and Completion the
Vendor agrees that it will:
6.1.1 procure that each of the Companies complies with the
provisions of Schedule 4; and
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6.1.2 forthwith disclose in writing to Xxxx Dimplex any
event or circumstance which may become known to it or
any of the Companies which would be a breach of
clause 6.
1. 1.
7. RIGHT TO TERMINATE
7.1 If on or before the Completion Date, without prejudice to any
other remedies which may be available to it whether under this
Agreement or otherwise Xxxx Dimplex reasonably considers that
the Vendor is in material breach of the undertakings contained
in clause 6.1.1 Xxxx Dimplex may by notice to the Vendor elect
to terminate this Agreement and for the purposes of this
clause 7.1 a material breach of the undertakings contained in
clause 6.1.1 shall be any breach which results in any of the
Companies or either of the Target Businesses incurring any
expense or suffering any cost claim liability damage or loss
of US$200,000 or more (or the equivalent in any other
currency).
7.2 If Xxxx Dimplex terminates this Agreement pursuant to clause
7.1 each party's further rights and obligations shall cease
immediately upon termination, but termination she not affect a
party's accrued rights and obligations as at the date of
termination.
8. VENDOR'S COVENANTS
8.1 The Vendor undertakes to and covenants with Xxxx Dimplex on
its own behalf and for each Relevant Purchaser that (save with
the consent in writing of Xxxx Dimplex and save as provided in
clause 9) it will not (and it shall procure that each member
of the Vendor's Group and Xxxxxxx Xxxxxx and Xxxxxxxx Xxxxxx
shall not) at any time after Completion:
8.1.1 time or procure or cause or (so far as it is able)
permit the use of any name or names identical or
similar to or including the words "Goblin", "FAM" or
"Aqua Vac" or any colourable imitation thereof in
connection with any activity whatsoever;
8.1.2 (save as required by law) disclose or divulge to any
person (other than to officers or employees of the
Purchaser whose province it is to know the same) or
use (other than for the benefit of the Purchaser) any
Confidential Information which
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may be within or have come to its or their knowledge and it
shall use all reasonable endeavours to prevent such
publication, disclosure or misuse of any Confidential
Information.
8.2 The Vendor agrees with Xxxx Dimplex on its own behalf and for each
Relevant Purchaser that it shall not and shall procure that no member
of the Vendor's Group and that neither Xxxxxxx Xxxxxx or Xxxxxxxx
Xxxxxx will, for a period of two years after the Completion Date either
alone or jointly with, through or as manager, adviser, consultant or
agent for any person, directly or indirectly:
8.2.1 operate, or be engaged, concerned or interested in, or assist,
a Relevant Business:
8.2.1.1 within the United Kingdom;
8.2.1.2 within the Republic of Ireland;
8.2.1.3 within Austria;
8.2.1.4 within France;
8.2.1.5 within Germany;
8.2.1.6 within the Netherlands,
8.2.1.7 within Turkey;
8.2.1.8 within South Africa,
8.2.1.9 within Switzerland;
8.2.1.10 within Jeddah;
8.2.1.11 within the Czech Republic
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8.2.2 (in competition with the Relevant Business as carried
on by the Group as at the Completion Date) either
seek to procure orders from, or do business with, or
procure directly or indirectly any other person to
procure orders from or do business with, any person
who has been a customer of the French Business or the
German Business or the business of any of the
Companies at any time during the period of twelve
months before the Completion Date;
8.2.3 in connection with any Relevant Business engage,
employ, solicit or contact with a view to the
engagement or employment of. by any person, any
employee, officer or manager of the French Business
or the German Business or any of the Companies or any
person who has been an employee, officer or manager
of the French Business or the German Business or any
of the Companies in the twelve months before the
Completion Date provided that the foregoing shall not
apply to Xxxxxxx Xxxxxx'x employment by the Vendor;
to the intent that each of the foregoing shall constitute
entirely separate and independent restrictions in relation to
each of the French Business, the German Business and each of
the Companies.
8.3 The Vendor undertakes to and covenants with Xxxx Dimplex on
its own behalf and for each Relevant Purchaser that (save with
the consent in writing of Xxxx Dimplex) it will not (and it
shall procure that each member of the Vendor's Group and
Xxxxxxx Xxxxxx and Xxxxxxxx Xxxxxx shall not) for a period of
two years after the Completion Date do or say anything which
is likely or intended to damage the goodwill or reputation of
any of the Companies, or of any business carried on by any of
the Companies or of either of the Target Businesses or which
may lead any person to cease to do business with any of the
Companies or the Relevant Purchaser in relation to the
Relevant Target Business on substantially equivalent terms to
those previously offered or not to engage in business with any
of the Companies or the Relevant Purchaser in relation to the
Relevant Target Business.
8.4 The Vendor agrees and acknowledges that the restrictions
contained in this clause 8 are fair and reasonable and
necessary to assure to Xxxx Dimplex and each Relevant
Purchaser the full value and benefit of the Shares and the
Relevant Businesses but in the event that any
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such restriction shall be found to be void or unenforceable
but would be valid and effective if some part or parts thereof
were deleted such restriction shall apply with such deletion
as may be necessary to make it valid and effective
9. INTELLECTUAL PROPERTY
9.1 The Vendor will retain all rights in connection with:
9.1.1 the trade xxxx/trade name "Aqua Vac' in Xxxxx
Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxx
and New Zealand; and
9.1.2 the trademark/trade name 'Goblin" in Australia and
New Zealand.
9.2 The Vendor will licence the Irish Purchaser to use certain
patents in accordance with the patent licence referred to in
paragraph 2 of Schedule 3.
9.3 Xxxx Dimplex will not and will procure that the Companies and
the Target Businesses will not use or expressly grant consent
to the use of the name "Shop Vac" or any associated trademark
or any colourable imitation thereof or any xxxx confusingly
similar thereto at any time after 3 months from the Completion
Date.
9.4 The Vendor hereby agrees to assign the Trade Marks to the
Irish Company and further agrees that it will execute all
documents,, including but not limited to assignments, deeds,
powers and authorisations necessary to effect the transfer of
the legal and beneficial title in the Trade Marks to the
Purchaser
10. EXCEPTION TO VENDOR'S COVENANTS
Nothing in this Agreement shall prevent any member of the Vendor's
Group:
10.1 from employing as a consultant any person who is at the
Completion Date hereof a former employee of any member of the
Group or whose contract of services with any member of the
Group has been terminated after the Completion Date for the
purposes only of assisting any member of the Vendor's Group in
the preparation of any financial or tax statement or
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account required in connection with that member of the
Vendor's Group's legal tax or accounting obligations;
10.2 from selling in good faith any Relevant Product to a customer
in North America which is not a member of the Vendor's Group
notwithstanding that the customer may require the Relevant
Product to be delivered to, or invoiced to any customer in,
any territory referred to in clause 9.2.1 Provided that any
such Relevant Product is not branded with or marketed under
the trade marks Goblin, Fam or Aqua Vac or any xxxx or other
indication of a connection in the course of trade confusingly
similar thereto.
11. TRANSFER OF ASSETS
The Vendor hereby undertakes to Xxxx Dimplex to procure that in the
event that the Vendor or any other member of the Vendor's Group owns
any assets other than Intellectual Property Rights which are used by
any of the Companies or either of the Target Businesses then the Vendor
or such member of the Vendor's Group (as the case may be) shall if such
assets arc used exclusively by (or are beneficially owned by) any of
the Companies or the Relevant Target Business transfer gratuitously
such as-sets absolutely to Xxxx Dimplex, the Relevant Purchaser or such
of the Companies as Xxxx Dimplex shall so direct.
12. FURTHER ASSURANCE
Upon or as soon as reasonably practicable after Completion:
12.1 the parties shall at the request of Xxxx Dimplex do and
execute or procure to be done and executed all such acts,
deeds, documents and things as may be necessary to give effect
to this Agreement, the Sale and Purchase Agreements and the
Non Competition Deeds; and
12.2 the parties shall use all reasonable endeavours, to procure
the release of the Vendor to its reasonable satisfaction from
all its obligations under the Rank Documentation and the
Careened Documentation. Until such release is procured Xxxx
Dimplex shall indemnify the Vendor against any loss, liability
or obligation arising therefrom.
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13. INFORMATION
13.1 The Vendor shall use its reasonable endeavours to provide or
procure to be provided to Xxxx Dimplex all such information in
its possession or under its control as Xxxx Dimplex shall from
time to time reasonably require relating to the business and
affairs of the Companies, the French Business and the German
Business and in any case where such information is not the
exclusive property or the Companies and/or the French Business
and/or the German Business will use its reasonable endeavours
to give or procure to be given to Xxxx Dimplex its directors
and agents access to such information and will permit Xxxx
Dimplex to take copies of the same.
13.2 Xxxx Dimplex shall provide the Vendor with:
13.2.1 access to such income statements, balance sheets,
cash flow statements and other financial data of the
Companies and the Target Businesses to the
Completion Date as the Vendor shall reasonably
require; and
13.2.2 at the expense of the Vendor, such copies of tax
returns and tax receipts for the Companies and the
Target Businesses to the Completion Date as the
Vendor shall reasonably require;
in each such cause to the extent that the same is in the
possession or control of Xxxx Dimplex or the Companies.
13.3 Xxxx Dimplex shall provide the Vendor with reasonable access
to such of the accounting personnel of the Companies and/or
the Target Businesses as the Vendor may reasonably require to
assist it in any matters arising from the tax audit of the
Target Businesses.
14. IRISH TAX ASSET
The Vendor on behalf of itself and each other member of the Vendor's
Group hereby acknowledge.,, that no member of the Vendor's Group has
any interest in the Irish Tax Asset (as defined below) and confirms
that all property right and interest in the Irish Tax Asset belongs
absolutely to the Irish Company. For the purposes of this clause 14 the
Irish Tax Asset means the asset referred to
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in note 13 on page 17 of the audited financial statements of the Irish
Company as at 31 December 1997.
15. ANNOUNCEMENTS
No announcement or communication concerning this Agreement shall be
made by or on behalf of the parties hereto without the prior approval
of the other or others (such approval not to be unreasonably withheld
or delayed) save for announcements required by law or the rules of the
Securities and Exchange Commission or to employees, customers,
suppliers and agents of the Companies and/or the Relevant Businesses
and/or Xxxx Dimplex and/or any company which is a member of the Xxxx
Dimplex Group in such form as may be reasonably required by Xxxx
Dimplex.
16. COSTS
Except as otherwise provided in this Agreement each of the parties
shall bear and pay its own legal, accountancy, actuarial and other fees
and expenses incurred in and incidental to the preparation and
implementation of this Agreement and of all other documents in the
agreed form.
17. SUCCESSORS AND ASSIGNMENT
17.1 This Agreement shall be binding upon and cnure for the benefit
of each party's successors in title but shall not be
assignable save that:
17.1.1 Xxxx Dimplex may assign the whole or any part of the
benefit of this Agreement or the Warranty applicable
to any Company or Companies or a Relevant Target
Business to any transferee of any shares in the
capital of any such Company or Companies or any
transferee of a Relevant Target Business provided
that such transferee is a member of the Xxxx Dimplex
Group; and
17.1.2 Xxxx Dimplex may assign its rights under this
Agreement or the Warranty to any company within the
Xxxx Dimplex Group.
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17.2 Except as otherwise expressly provided, all rights and benefits
under this Agreement are personal to the parties and may not be
assigned at law or in equity without the prior written consent
of each other party.
18. ENTIRE AGREEMENT
18.1 This Agreement (including the Schedules hereto) and any
documents in the agreed form ("the Acquisition Documents")
constitute the entire agreement between the parties with
respect to the subject matter of this Agreement.
18.2 Except for any misrepresentation or breach of warranty which
constitutes fraud:
18.2.1 the Acquisition Document; supersede and extinguish
any representations and warranties previously given
or made other than those contained in the
Acquisition Documents;
18.2.2 each party acknowledges to the other (and shall
execute the Acquisition Documents in reliance upon
such acknowledgment) that it has not been induced
to enter into any such documents by relied upon any
representation or warranty other than the
representations and/or warranties contained
therein;
18.2.3 each party hereby irrevocably and unconditionally
waives any right it may have to claim damages or to
rescind this Agreement or any of the other
Acquisition Documents by reason of any
misrepresentation and/or warranty not set forth in
any such document.
19. VARIATIONS
No variation of this Agreement or any of the documents in the agreed
form shall be valid unless it is in writing and signed by or on behalf
of each of the parties hereto.
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20. WAIVER
No waiver by any party of any breach or non-fulfilment by any other
party of any provisions of this Agreement shall be deemed to be a
waiver of any subsequent or other breach of that or any other provision
and no failure to exercise or delay in exercising any right or remedy
under this Agreement shall constitute a waiver thereof No single or
partial exercise of any right or remedy under this Agreement shall
preclude or restrict the further exercise of any such right or remedy.
The rights and remedies of the Purchaser provided in this Agreement am
cumulative and not exclusive of any rights and remedies provided by
law.
21. AGREEMENT CONTINUES IN FORCE
This Agreement shall remain in full force and effect so far as concerns
any matter remaining to be performed at Completion even though
Completion shall have taken place.
22. SEVERABILITY
The invalidity, illegality or unenforceability of any provisions of
this Agreement shall not affect the continuation in force of the
remainder of this Agreement.
23. NOTICES
23.1 Any notice to be given pursuant to the terms of this Agreement
to the Vendor shall be given in writing;
in the case of the Vendor to Shop Vac Corporation, Fax 001
717326 0422; 0000 Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
-0307 USA, Attention: D Grill and
in the case of Xxxx Dimplex to Xxxx Dimplex, Fax 00 000 0 000
8371, 00 Xxxxxxxxx Xxxx, Xxxxxx 0, Xxxxxxxxx: S X'Xxxxxxxx
or to such other person and/or address as may have been
notified to the other parties in accordance with this clause.
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23.2 Notice shall be delivered personally or sent by first class
pre-paid recorded delivery or registered post (air mail if
overseas) or by facsimile transmission and shall be deemed to
be given in the case of delivery Personally on delivery and in
the case of posting (in the absence of evidence of earlier
receipt) 48 hours after posting (six days if sent by air m&il)
and in the case of facsimile transmission on completion of the
transmission Provided that the sender shall have received
printed confirmation of transmission.
24. REGISTRATION
Any provision of this Agreement by virtue of which it (or any agreement
or arrangement of which it forms part) is subject to registration under
the Restrictive Trade Practices Acts 1976 and 1977 shall not take
effect until the day after the required particulars of it have been
submitted to the Director General of Fair Trading in accordance with
the requirement of those Acts.
25. COUNTERPARTS
This Agreement may be executed in any number of counterparts each of
which when executed by one or more of the parties hereto shall
constitute an original but all of which shall constitute one and the
same instrument.
26. GOVERNING LAW
26.1 This Agreement shall be governed by and construed in
accordance with the laws of England.
26.2 The parties irrevocably agree that the courts of England shall
have exclusive jurisdiction to settle any dispute which may
arise out of or in connection with this Agreement and that
accordingly, any suit, action or proceedings (together in this
clause referred to as "Proceedings") arising out of or in
connection with this Agreement shall be brought in such
courts.
26.3 The Vendor irrevocably waives any objection which it may have
now or hereafter to the laying of the venue of any Proceedings
in such court as is referred to in this clause 26 and any
claim that any such Proceedings have been brought in an
inconvenient form and
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further irrevocably agree that a judgment in any Proceedings
brought in the English courts shall be conclusive and binding
upon the Vendor and may be enforced in the courts of any other
jurisdiction.
26.4 The Vendor expressly and specifically agrees and accepts the
terms of this clause and signs this Agreement in recognition
of such agreement and acceptance.
26.5 The Vendor appoints te Vendor's Solicitors to accept service on
their behalf of any Proceedings which may be commenced pursuant
to this clause in the Courts of England.
IN WITNESS of which the parties or their duly authorised representatives have
executed this Agreement as follows.
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SCHEDULE I
Details of the purchasers other than Xxxx Dimplex
COMPANY REGISTERED OR PRINCIPAL OFFICE COUNTRY OF INCORPORATION
Morphy Xxxxxxxx Appliances P 0 Box 129 England
Limited Xxxxxxxxxx
Xxxxx Xxxxxxxxx
X00 XXX
Xxxxxx Nederland B.V. P 0 Box 201 Holland
Xxxxxxxxx 00
0000 XX Weesp
The Netherlands
EIO Morphy Xxxxxxxx GmbH Xxxxxxxxxxxxx Xxx 000 Xxxxxxx
Xxxxxxxx 000
00000 Xxxxxxxxx
Xxxxxxx
Xxxx Electric Holdings GmbH Xxxxxxxxxxxxx Xxx 000 Xxxxxxx
Xxxxxxxx 000
00000 Xxxxxxxxx
Xxxxxxx
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SCHEDULE 2
The Companies
Name and registered Number Percentage owned by the
and registered office or Date and place of Vendor subject to
principal office incorporation Directors and Secretary Issued share capital declaration of Trust
Goblin Limited England J Xxxxxx 000 Xxx(xxxxx)0 000
Xxx Xxxxxxxxx House M Xxxxxx 2,135,000 Ord US$1
Don Xxxxx Avenue 1,100 Pref(pound)1
Xxxxxxxxx
XX0 0XX
Xxxxxx Xxxxxxx Limited Ireland J Xxxxxx 600,000(pound)1 (Irish) 000
Xxxxx Xxxxxxxxxx Xxxxxx M Xxxxxx
Tralee C Stock
Co Xxxxx X Xxxxxxxx
FAM Nederland BV Netherlands M Xxxxxx 1,300,000 Guilders 100
Helflheuvelpassage 14/05
Postbus 2095
5202CB's Hertogenbosch
Shop Vac Ges.m.b.H. Austria M Xxxxxx 500,000 1 Aus 100
Eduard-Ast Strasse W Hierzburger Schillings
A-8073 Feldkirchen/Graz
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SCHEDULE 3
Completion
1. The Vendor shall repay or procure the repayment of all sums owed by it
or any pawn connected with it to each Relevant Companies and each
Relevant Company shall repay to the Vendor all sums owed by it to the
Vendor.
2. The Vendor shall enter into a patent license in the agreed form under
which the Vendor shall licence certain patents to the Irish Purchaser.
3. The Vendor and shall enter into a trade xxxx assignment in the agreed
form under which the Vendor will transfer ownership of certain trade
marks to the Irish Purchaser.
4. The Vendor will procure that the English Company enters into a deed of
variation in the agreed form in favour of the landlord of the property
occupied by the English Company namely, New Yorkshire Limited.
5. The Vendor shall deliver or procure that them are delivered to Xxxx
Dimplex (or as it shall direct):
5.1 all credit cards in the name of or for the account of the
Relevant Companies in the possession of any person resigning
from his office or employment on Completion;
5.2 the documents of title relating to the Business intellectual
Property and Intellectual Property Rights or any licences of
Intellectual Property in favour of any member of the Group-,
5.3 subject to paragraph I above duly executed deeds of release in a
form to be agreed releasing the Relevant Companies from any
liability whatsoever (actual or contingent) which may be owing
to the Vendor or any member of the Vendor's Group or any person
connected with any member of the Vendor's Group and from any
guarantee or security given by any such Relevant Company in
respect of the obligations of the Vendor or any other member of
the Vendor's Group (other than the Companies);
5.4 letters in a form to be agreed from third parties holding
moulds dyes and tooling owned by the English Company and the
Irish Company respectively confirming that each such third
party has no right of ownership or lien in respect of or over
such moulds, dyes and tooling;
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5.5 letters in a form to be agreed from each of Mr and Mrs M
Xxxxxx and Xx. X. Xxxxxx resigning as directors employees of
each Relevant Company and confirming that they have no claim
against any such company;
5.6 evidence satisfactory to Xxxx Dimplex of the transfer by
Goblin Ireland Limited to the Vendor (or another member of the
Vendor's Group (not being one of the Companies) of the shares
owned by it in Shop Vac Ireland Limited;
5.7 duly executed effective releases of any security granted by
the Vendor (or any other member of the Vendor's Group) over
the Shares or any assets of the Target Businesses.
5.8 a letter in a form to be agreed from the German Company to the
Dutch Company acknowledging the ownership of the Dutch Company
of all receivables invoiced by the German Company, and
5.9 duly executed the debt assignment in the agreed form.
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SCHEDULE 4
Operation of the Companies Pending Completion
The Vendor covenants with the Purchaser that in the period from the date of this
Agreement to Completion it shall and will procure that each Company and each of
its Subsidiaries] shall (unless Xxxx Dimplex expressly otherwise agrees in
writing):
1. continue its business in the ordinary and usual course and so as to
maintain the same as a going concern;
2. not dispose of or agree to dispose of or acquire or agree to acquire
any assets or stock (other than in the normal course of business) or
assume or incur, or agree to assume or incur a liability, obligation or
expense (actual or contingent) except in the usual course of its
business;
3. not merge or amalgamate or agree to merge or amalgamate its business
with any other company;
4. not enter into any scheme or arrangement with creditors;
5. save as contemplated by the provisions of this Agreement not enter into
any contract transaction or arrangement with the Vendor,
6. not pass any shareholders' resolution;
7. not create, allot, issue, acquire redeem or repay any share or loan
capital or agree, arrange or undertake to do any of those things or
acquire or agree to acquire shares or any other interest in any other
company;
8. not enter into any long term contract or any contract or arrangement
involving expenditure or liabilities in excess of US$50,000 (or the
equivalent in any other currency) or undertake any unusual or new form
of expenditure;
9. not amend or terminate any agreement, arrangement or obligation to
which it is a party;
10. not engage in any transaction except on an arm's length basis in the
ordinary course of business;
11. not increase or agree to increase the remuneration (including without
limitation salary, bonuses, commission, profits in kind and pension
contributions) of any of its directors or employees or vary
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the terms of employment of or dismiss any employee or engage any new
employee or agree to provide any gratuitous payment or benefit to any
person;
12. not amend or discontinue any pension schemes or communicate to any
employee any plan proposal or intention to amend discontinue or
exercise any discretion in relation to any such schemes;
13. not alter or agree to alter the terms of any existing borrowing
facilities or arrange additional borrowing facilities;
14. not create or agree to create any Encumbrance over any of its assets or
make any loans or enter into any guarantee or stand surety for the
obligations of any third party;
15. not grant any credit except normal trade credit given in the ordinary
course of business;
16. not declare make or pay any dividend or other distribution (the Vendor
hereby confirming that no such dividend or the distribution has been
made since 31 December 1997 save for any dividend specifically provided
for in the balance sheet in the agreed form of the Companies and the
French Business and the German Business as at 31 December 1997);
17. not change its accounting reference date;
18. not enter into any litigation or arbitration proceedings;
19. except in the usual course of its business, not compromise, settle,
release, discharge or compound litigation or arbitration proceedings or
a liability, claim, action, demand or dispute, or waive a right in
relation to litigation or arbitration proceedings;
20. conduct its business in all material respects in accordance with all
applicable legal and administrative requirements in any jurisdiction,
21. not cancel or fail to renew by the due date the insurance policies in
force at the date of this Agreement nor do or omit to do anything to
render such policies void or voidable.
22. reasonably co-operate with Xxxx Dimplex to:
22.1 ensure the efficient continuation of management of the
Companies, the French Business and the German Business after
Completion; and
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22.2 prepare for the introduction of Xxxx Dimplex's normal working
procedures in readiness for Completion.
23. provide to Xxxx Dimplex and each Relevant Purchaser access to the
Companies and each Relevant Business and their personnel and such
information regarding the same as may reasonably be requested by Xxxx
Dimplex or any Relevant Purchaser from time to time.
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SCHEDULE 5
GRANT DOCUMENTATION
1. Agreement date 22 September 1980 between Industrial Development
Authority and Shop Vac Ireland.
2. Supplemental Agreement dated 23 September 1980 between Industrial
Development Authority and Shop Vac Ireland.
3 Supplemental Agreement dated 20 June 1983 between Industrial
Development Authority and Shop Vac Ireland.
4. Supplemental Agreement dated 10 December 1984 between Industrial
Development Authority and Shop Vac Ireland.
5. Supplemental Agreement dated 7 May 1986 between Industrial Development
Authority and Shop Vac Ireland.
6. Agreement dated 2 January 1991 between Xxxxxxx Free Airport Development
Company Limited and Goblin Ireland Limited.
7. Grant Agreement dated 4 November 1994 between Industrial Development
Authority, XxXxxxxxx Ireland Limited, Goblin Ireland Limited and Shop
Vac Corporation.
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SCHEDULE 6
BANK DOCUMENTATION
1. Guarantee Letter from Shop Vac Corporation to NMB Xxxxxx N.V. on behalf
of FAM Nederland dated 20 August 1997
2. Guarantee Letter from Shop Vac Corporation to ING Bank on behalf of FAM
Nederland dated 20 August 1997
3. Letter of comfort from Shop Vac Corporation to Bank of Ireland on
behalf of Goblin Ireland Limited dated 9 May 1994
4. Agreement of Guarantee from Shop Vac Corporation to Midland bank on
behalf of Goblin Limited (UK) dated 14 February 1994
5. Guarantee from Shop Vac Corporation on behalf of Xxxx Xxxx
Wohnungsnuternehem dated 21 May 1993
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EXECUTED as a DEED by )
SHOP VAC CORPORATION )
acting by these )
signatures and DELIVERED )
\s\ Xxxxxxx Xxxxxxxxx
.....................
Director
\s\ Xxxxx X. Grill
.....................
Director/Secretary
EXECUTED as a DEED by )
XXXX DIMPLEX )
acting by these )
signatures and DELIVERED )
\s\ X. Xxxx
....................
Director
\s\ Xxxx X'Xxxxxxxx
....................
Director/Secretary
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