EXHIBIT 4.10
STOCK PURCHASE AGREEMENT
PACBRANDS USA INC
Pacific Dunlop Holdings (USA) Inc
Pacific Dunlop Limited
and
PB Holdings NV
[LOGO OF FREEHILLS]
101 Collins Street Melbourne Victoria 3000 Australia
Telephone 61 3 9288 1234 Facsimile 61 3 9288 1567
www.freehills.com.au DX240 Melbourne
SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOI HO CHI MINH CITY SINGAPORE
Correspondent Offices JAKARTA KUALA LUMPUR
Liability limited by the Solicitors' Limitation of Liability Scheme, approved
under the Professional Standards Act 1994 (NSW)
Reference NJW:BAE
TABLE OF CONTENTS
Clause Page
1 Definitions and interpretation 1
1.1 Definitions 1
1.2 Interpretation 4
1.3 Business Day 5
1.4 Conflict 5
2 Sale and purchase 5
2.1 Sale of shares 5
2.2 Associated rights 6
3 Purchase Price 6
3.1 Amount 6
3.2 Payment at Completion 6
3.3 Final payment 6
4 Completion 6
4.1 Date for Completion 6
4.2 Delivery of documents 6
4.3 Board meetings 7
4.4 Buyer's obligations at completion 7
4.5 Interdependence 7
4.6 Conduct until Shares are registered 8
5 Before Completion 8
5.1 Carrying on Business 8
5.2 Treatment of Cash in Hand 9
5.3 Inter Company Debt 9
6 After Completion 9
6.1 Obligations relating to Taxes or Duties 9
6.2 Consultation 9
7 Warranties 9
8 Limitation of liability 9
9 Competition 10
9.1 Undertaking 10
9.2 Acquisition of interests in competing Businesses 10
9.3 Exclusion from restraint 10
9.4 Related Corporations 11
9.5 Severability 11
10 Release of guarantees 11
11 Guarantee and indemnity 11
11.1 Guarantee 11
11.2 Indemnity 11
11.3 Extent of guarantee and indemnity 12
11.4 Continuing guarantee and indemnity 12
11.5 Warranties of the Guarantor 12
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11.6 Rights 13
Schedule 1 - Share Details 14
Schedule 2 - Warranties 15
Schedule 3 - Disclosure Schedule 31
Schedule 4 - Intellectual Property Rights 32
Schedule 5 - [Not used] 33
Schedule 6 - Contracts 34
Schedule 7 - Guarantees 35
Schedule 8 - Employees 36
Schedule 9 - Plant and Equipment 37
Schedule 10 - Assets Leases 38
Schedule 11 - Properties 39
Schedule 12 - Inter Company Debt 40
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THIS SHARE SALE AGREEMENT
is made on 2001 between the parties specified in parts
1, 2 and 3 of schedule 1.
RECITALS
A. The Seller is the owner of the Shares.
B. The Seller agrees to sell and the Buyer agrees to buy
the Shares on the terms and conditions set out in
this agreement.
C. The Guarantor agrees to guarantee the performance by
the Seller of its obligations pursuant to this
agreement.
THE PARTIES AGREE
in consideration of, among other things, the mutual promises
contained in this agreement:
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this agreement:
Accounting Standards has the meaning given to that term in the
Co-ordination Agreement;
Accounts has the meaning given to that term in the
Co-ordination Agreement;
Accounts Date means 30 June 2001;
Apportionment Statement has the meaning given to that term in
the Co-ordination Agreement;
Assets Leases means all leases, hire purchase agreements,
conditional purchase agreements and other hiring arrangements
to which the Company is party including, but not limited to,
those listed in schedule 10, but excludes leases in relation
to the Properties;
Authorization means any consent, registration, agreement,
certificate, license, approval, permit, authority or exemption
from, by or with a Governmental Agency;
Business means the business carried on by the Company as more
particularly described in part 6 of schedule 1;
Business Day means a day on which banks are open for business
in Melbourne, Sydney and Auckland excluding a Saturday or a
Sunday or a public holiday;
Business Records means, the Company's customer lists and
supplier lists, records of Intellectual Property Rights,
Assets Leases, Contracts and Properties;
Buyer means the company specified in part 2 of schedule 1;
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Buyer Group Companies has the meaning given to that term in
the Co-ordination Agreement;
Buyer's Warranties means the warranties set out in part 1 of
schedule 2;
Cash in Hand means the amount of cash at bank on deposit or at
hand in the Company;
Claim means any claim or any course of action (including, but
not limited to, in contract, in tort or under statute) in
respect of this agreement;
Company means the company specified in part 4 of schedule 1;
Completion means completion of the sale and purchase of the
Shares under clause 4;
Completion Date has the meaning given to that term in the
Co-ordination Agreement;
Completion Statement has the meaning given to that term in the
Co-ordination Agreement;
Conditions has the meaning given to that term in the
Co-ordination Agreement;
Contracts means the agreements to which the Company is a party
and which are, wholly or partly, executory as at the
Completion Date, including, but not limited to, those listed
in part 1 of schedule 6, but excludes:
(a) the Assets Leases; and
(b) leases in relation to the Properties;
Co-ordination Agreement means the Co-ordination Agreement
executed on the same day as this agreement by, among others,
the Seller and the Buyer;
Data Room has the meaning given to that term in the
Co-ordination Agreement;
Dollars, A$ and $ means Australian dollars unless otherwise
defined;
Duty means any stamp, transaction or registration duty or
similar charge imposed by any Governmental Agency and
includes, but is not limited to, any interest, fine, penalty,
charge or other amount imposed in respect of the above, but
excludes any Tax;
Effective Time has the meaning given to that term in the
Co-ordination Agreement;
Employees means an employee of the Company listed in schedule
8 who is still employed in the Business as at the Completion
Date;
Environmental Law has the meaning given to that term in the
Co-ordination Agreement;
Encumbrance means any mortgage, charge, lien, pledge, other
security interest or encumbrance (other than liens arising in
the ordinary course of business by operation of law and title
retention in respect of stock-in-trade);
Foreign Exchange Contracts means all foreign exchange hedging
contracts entered by the PDL Group which relate exclusively to
the Business which remain
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current as at Completion, details of which will be provided to
the Buyer at the date of this agreement and at Completion;
Governmental Agency means any government or any governmental,
semi-governmental, administrative, fiscal or judicial body,
department, commission, authority, tribunal, agency or entity
in any part of the world;
Guarantees means the guarantees and other letters of comfort
and commitments of financial support given by the Seller and
its Related Corporations in relation to the Business which
remain in force at the date of this agreement, including but
not limited to, as listed in schedule 7;
Guarantor means the company specified in part 3 of schedule 1;
Intellectual Property Rights means the rights and interests of
the Company in the internet domain names, trademarks, patents,
copyrights and designs listed in schedule 4;
Inter Company Debt means any amount owing (including trade
accounts payable and receivable):
(a) by the Company to a member of the PDL Group (except
in that member's capacity as an entity carrying on
any part of the Pacific Brands Business); or
(b) by a member of the PDL Group (except in that member's
capacity as an entity carrying on any part of the
Pacific Brands Business) to the Company,
immediately before Completion;
Interest Rate means the average rate displayed on the Reuters
Page BBSW for 90 day bank bills at 10:10 am Melbourne time
applicable to each Business Day on which amounts are
outstanding as confirmed by Westpac Banking Corporation and on
the basis that for a day other than a Business Day the rate
applicable to the last preceding Business Day will apply;
Linked Transaction Agreements has the meaning given to that
term in the Co-ordination Agreement;
Loss includes any damage, loss, claim, action, liability,
cost, expense, outgoing or payment;
Pacific Brands Business has the meaning given to that term in
the Co-ordination Agreement;
Payment Date has the meaning given to that term in the
Co-ordination Agreement;
PDL Group has the meaning given to that term in the
Co-ordination Agreement;
Plant and Equipment means the plant, equipment, machinery,
tools, furniture, fittings, lease hold improvements and motor
vehicles owned by the Company as at Completion and used
exclusively in the Business including, without limitation,
those listed in schedule 9;
Power means any right, power, authority, discretion or remedy
conferred on the parties by this agreement or any applicable
law;
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Properties means the properties leased under the Property
Leases;
Property Leases means the leases of real property listed in
schedule 11;
Purchase Price means the price payable for the Shares under
clause 3.1;
Records means all original and copy records, documents, books,
files, reports, accounts, plans, correspondence, letters and
papers of every description and other material regardless of
their form or medium and whether coming into existence before,
on or after the date of this agreement, belonging or relating
to or used by the Company including (without limitation)
certificates of registration, minute books, statutory books
and registers, books of account, Tax returns, title deeds and
other documents of title, customer lists, price lists,
computer programs and software, and trading and financial
records;
Related Corporation means an "Affiliate" as defined in Rule
12b-2 promulgated under the U.S. Securities Exchange Act of
1934;
Seller means the company specified in part 1 of schedule 1;
Seller Group Companies has the meaning given to that term in
the Co-ordination Agreement;
Seller's Warranties means the warranties set out in part 2 of
schedule 2;
Shares means all the issued shares in the capital of the
Company, as specified in part 5 of schedule 1;
Stock means the stock of the Business owned by the Company as
at Completion and includes, but is not limited to, raw
materials, components, work in progress, finished goods,
packaging materials, promotional materials, spare parts and
other consumables;
Tangible Assets means Plant and Equipment and Stock;
Tax means any tax, levy, charge, impost, duty, fee, deduction,
compulsory loan or withholding, which is assessed, levied,
imposed or collected by any Governmental Agency and includes,
but is not limited to any interest, fine, penalty, charge, fee
or any other amount imposed on, or in respect of, any of the
above but excludes Duty;
Tax Law means any law relating to Tax; and
Warranties means the Buyer's Warranties and the Seller's
Warranties.
1.2 INTERPRETATION
In this agreement, unless the context otherwise requires:
(a) headings and underlinings are for convenience only
and do not affect the interpretation of this
agreement;
(b) words importing the singular include the plural and
vice versa;
(c) words importing a gender include any gender;
(d) other clauses of speech and grammatical forms of a
word or phrase defined in this agreement have a
corresponding meaning;
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(e) an expression importing a natural person includes any
company, partnership, joint venture, association,
corporation or other body corporate and any
Governmental Agency;
(f) a reference to a part, clause, party, annexure or
schedule is a reference to a clause and part of, and
a party, annexure and schedule to this agreement and
a reference to this agreement includes any annexure
and schedule;
(g) a reference to a statute, regulation, proclamation,
ordinance or by-law includes all statutes,
regulations, proclamations, ordinances or by-laws
amending, consolidating or replacing it, and a
reference to a statute includes all regulations,
proclamations, ordinances and by-laws issued under
that statute;
(h) a reference to a document includes all amendments or
supplements to, or replacements or novations of, that
document;
(i) a reference to a party to a document includes that
party's successors and permitted assigns;
(j) where the day on or by which any thing is to be done
is not a Business Day, that thing must be done on or
by the following Business Day;
(k) no rule of construction applies to the disadvantage
of a party because that party was responsible for the
preparation of this agreement or any part of it;
(l) if a covenant, undertaking, representation, warranty,
indemnity or agreement is made or given by two or
more parties, that covenant, undertaking,
representation, warranty, indemnity or agreement is
made or given and binds those parties jointly and
severally; and
(m) if a party comprises two or more persons, a covenant,
undertaking, representation, warranty, indemnity or
agreement made or given by that party binds those
persons jointly and severally.
1.3 BUSINESS DAY
Where the day on or by which any thing is to be done is not a
Business Day, that thing must be done on or by the next
Business Day.
1.4 CONFLICT
If there is any conflict or inconsistency between anything
contained in this agreement and anything contained in the
Co-ordination Agreement, then the Co-ordination Agreement will
prevail.
2 SALE AND PURCHASE
2.1 SALE OF SHARES
Subject to the Conditions having been fulfilled or waived in
accordance with the Co-ordination Agreement, the Seller will
sell and the Buyer will buy the Shares
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for the Purchase Price free of Encumbrances and other third
party rights on Completion.
2.2 ASSOCIATED RIGHTS
The Shares will be transferred under this agreement with all
rights attached or accruing to them on and from the Effective
Time. The Buyer is not entitled to the rights attached to the
Shares as at the date of this agreement or to any rights which
accrue between the date of this agreement and the Effective
Time, including dividend rights.
3 PURCHASE PRICE
3.1 AMOUNT
The Purchase Price is the value ascribed to the Company in the
Apportionment Statement in accordance with the terms of the
Co-ordination Agreement.
3.2 PAYMENT AT COMPLETION
It is acknowledged that under the Co-ordination Agreement, an
amount must be paid at Completion by the Buyer to Pacific
Dunlop Limited (or as otherwise directed by it) on behalf of
the Seller.
3.3 FINAL PAYMENT
On the Payment Date, the Buyer or the Seller, as appropriate,
must pay to the other any net amount plus interest on the
amount which may be payable in accordance with the provisions
of the Co-ordination Agreement.
4 COMPLETION
4.1 DATE FOR COMPLETION
Completion must take place on the Completion Date, subject to
and as provided for in the Co-ordination Agreement.
4.2 DELIVERY OF DOCUMENTS
At Completion, the Seller must deliver to the Buyer:
(a) original share certificates for the Shares;
(b) stock powers relating to the Shares in forms
acceptable to the Buyer duly executed by the Seller;
(c) duly executed releases of all guarantees that have
been obtained in accordance with clause 10;
(d) the original certificate of incorporation or
registration of the Company;
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(e) all original documents of title in relation to the
Intellectual Property Rights;
(f) the written resignations of all directors and the
secretary of the Company (including a written
acknowledgment that he or she has no Claim against
the Company for loss of office, breach of contract,
redundancy, compensation, payment or repayment of
loans or otherwise, except for payments properly
payable as an employee for accrued salary, holiday
pay and long service leave up to the Completion Date)
except Bradley Milnes and Allan Mackay, to be
effective on the Completion Date;
(g) any power of attorney or other authority under which
the transfers of the Shares are executed;
(h) duly executed instruments irrevocably waiving in
favour of the Buyer all rights of pre-emption which
any person has in respect of any of the Shares;
(i) all Records, which must be complete and up to date
(by constructive delivery at the Company's premises);
and
(j) the consent to the change of control of the Company
from Jockey International Inc in respect of the
Licence Agreement dated 12 March 1999.
4.3 BOARD MEETINGS
At Completion, the Seller must ensure that a meeting of the
directors of the Seller is convened and conducts the following
business:
(a) approval and ratification of the power of attorney of
the Company;
(b) approval of the execution and delivery of this
agreement by the attorneys on Completion; and
(c) approval of the execution and delivery by the
attorneys of all instruments and documents required
under this agreement.
4.4 BUYER'S OBLIGATIONS AT COMPLETION
At Completion the Buyer must pay the Seller an estimate of the
Purchase Price in accordance with clause 3.2
4.5 INTERDEPENDENCE
(a) Notwithstanding any provision of a Linked Transaction
Agreement but subject to clause 4 of the
Co-ordination Agreement, the obligations of the
parties to the Linked Transaction Agreements in
respect of completion (as defined in each Linked
Transaction Agreement) are interdependent.
(b) Subject to clause 4 of the Co-ordination agreement,
all actions at Completion under this agreement and
completion under each other Linked Transaction
Agreement will be deemed to take place simultaneously
and no delivery or payment will be deemed to have
been made until all deliveries and payments under the
Linked Transaction Agreements due to
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be made at or immediately after completion (as
defined in each Linked Transaction Agreement) have
been made.
(c) A breach of this agreement by any party to this
agreement is deemed to constitute a breach by the
defaulting party of each Linked Transaction Agreement
to which the defaulting party is a party.
4.6 CONDUCT UNTIL SHARES ARE REGISTERED
After Completion and until the Shares are registered in the
name of the Buyer or its nominee, the Seller must take all
action lawfully required by the Buyer by written notice to the
Seller to vote on any resolutions of the Company as the Buyer
directs.
5 BEFORE COMPLETION
5.1 CARRYING ON BUSINESS
The Seller will procure that the Company uses all reasonable
endeavours to ensure that between the date of this agreement
and Completion, subject to clauses 5.2 and 5.3, the Business
is conducted in the ordinary course of business and that the
Company does not:
(a) enter into any material contract or arrangement
outside the ordinary course of trading or otherwise
than on arm's length terms;
(b) acquire or dispose of any assets other than on arm's
length terms in the ordinary course of business;
(c) make any material change to its policy and practice
as to payment of creditors and collection of trade
receivables;
(d) engage any new employee to fill a new role with an
annual remuneration package in excess of $120,000 or,
except in the ordinary course of the Business,
terminates the employment of any of its employees or
changes in any material respect the terms of
employment (including remuneration);
(e) sell or agree to sell any fixed asset with a value of
more than $250,000 or buy or commit to buy any fixed
asset with a value of more than $250,000;
(f) create any Encumbrance over any of its assets;
(g) incur any indebtedness or liability in the nature of
borrowings other than in the ordinary course of
business;
(h) distribute or return any capital to its members;
(i) pay any dividend to its members or pay any management
fee or similar amount;
(j) issue any shares, options or securities which are
convertible into shares in the Company; and
(k) alter its certificate of incorporation or by laws,
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unless the Buyer first consents in writing, which must not be
unreasonably withheld or delayed.
5.2 TREATMENT OF CASH IN HAND
(a) At any time before Completion, the Seller may arrange
for any Cash in Hand held by the Company to be
removed in any manner selected by the Seller.
(b) Any Cash in Hand held by the Company as at the
Effective Time, will be included in the Completion
Statement.
5.3 INTER COMPANY DEBT
The Buyer acknowledges that prior to Completion, the Seller
will procure that any Inter Company Debt owing to or by the
Company is satisfied or otherwise extinguished, including but
not limited to those Inter Company Debts listed in schedule
12. The Seller will provide evidence to the Buyer of any such
satisfaction of debt on or prior to Completion.
6 AFTER COMPLETION
6.1 OBLIGATIONS RELATING TO TAXES OR DUTIES
After Completion, the Buyer must procure that the Company
provides the Seller with access to such employees and records
of the Company as the Seller reasonably requires to meet its
obligations under any law relating to Tax or Duty provided
such access is exercised and conducted in a manner to avoid
unreasonable disruption to the conduct of the Business and the
activities and operations of the Company and its employees.
6.2 CONSULTATION
If any Governmental Agency conducts an audit in relation to
the affairs of the Company relating to any period prior to the
Completion Date then the Buyer must procure that the Seller is
promptly notified of this and that the Seller is then
regularly consulted with in relation to the audit process
until resolved.
7 WARRANTIES
(a) The Buyer gives the Buyer's Warranties in favor of
the Seller on and subject to the terms set out in the
Co-ordination Agreement.
(b) The Seller gives the Seller's Warranties in favor of
the Buyer on and subject to the terms set out in the
Co-ordination Agreement.
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8 LIMITATION OF LIABILITY
The Seller gives the Seller's Warranties in favor of the Buyer
on and subject to the limitations on liability set out in the
Co-ordination Agreement.
9 COMPETITION
9.1 UNDERTAKING
In consideration for the respective promises of the Seller and
the Buyer to each other in this agreement, the Seller
undertakes to the Buyer that it will not for a period of 5
years, 4 years, 3 years, 2 years or 1 year after the
Completion Date in the United States of America:
(a) engage in any business or activity which is the same
as or substantially similar to or competitive with,
the Business or any material part of it;
(b) solicit, canvass, induce or encourage any person who
was at any time during the 6 months period ending on
the Completion Date a director, employee or agent of
the Company to leave the employment or agency of the
Company;
(c) solicit, canvass, approach or accept any approach
from any person who was at any time during the 6
months period ending on the Completion Date, a client
or customer of the Company with a view to obtaining
the custom of that person in a business which is the
same as or substantially similar to or competitive
with, the Business; or
(d) interfere with the relationship between the Company
and its clients, customers, employees or suppliers.
9.2 ACQUISITION OF INTERESTS IN COMPETING BUSINESSES
Clause 9.1 does not prevent the Seller or any of its Related
Corporations from acquiring an interest, directly or
indirectly, in a business in competition with the Business in
the area referred to in that clause if:
(a) the acquisition of the interest in the competing
business occurs as a result of or in conjunction with
an acquisition of an interest, directly or
indirectly, in other assets;
(b) the value of the competing business is not more than
15% of the value of the acquisition taken as a whole;
and
(c) the Seller or the relevant Related Corporation uses
its best endeavors to dispose of the competing
business or its interest in the business within 12
months after its acquisition.
9.3 EXCLUSION FROM RESTRAINT
This clause 9 does not restrict the Seller or any of its
Related Corporations from:
page 10
(a) continuing to carry on any business (other than the
Business) carried on at the date of this agreement;
or
(b) holding less than 5% of the issued share capital of a
company listed on a recognized Stock Exchange.
9.4 RELATED CORPORATIONS
The Buyer agrees that the provisions of this clause 9 only
apply to the Related Corporations of the Seller for so long as
those entities remain Related Corporations of the Seller.
9.5 SEVERABILITY
(a) If any of the several separate and independent
covenants and restraints in clause 9.1 are or become
invalid or unenforceable for any reason, then that
invalidity or unenforceability will not affect the
validity or enforceability of any of the other
separate and independent covenants and restraints in
clause 9.1.
(b) If any of the prohibitions or restrictions contained
in this clause 9 is judged to go beyond what is
reasonable in the circumstances and necessary to
protect the goodwill of the Company, but would be
judged reasonable and necessary if any activity were
deleted or the period or area were reduced, then the
prohibitions or restrictions apply with that activity
deleted or that period or area reduced by the minimum
amount necessary.
10 RELEASE OF GUARANTEES
(a) The Buyer must use its best endeavors to secure the
release of the Seller or any Related Corporation of
the Seller from any Guarantee or Encumbrance provided
in relation to the Business, effective from
Completion.
(b) If the Buyer is unable to secure the release under
clause 10(a), then the Buyer must pay the Seller an
amount equal to any Loss which the Seller or any
Related Corporation of the Seller pays, suffers,
incurs, or is liable for in relation to any Guarantee
or Encumbrance referred to in clause 10(a) which
relates to any act or omission of the Company after
Completion.
11 GUARANTEE AND INDEMNITY
11.1 GUARANTEE
The Guarantor unconditionally and irrevocably guarantees to
the Buyer the due and punctual performance of the Seller's
obligations under this agreement.
11.2 INDEMNITY
The Guarantor indemnifies and holds the Buyer harmless from
and against all Loss incurred or suffered by the Buyer and all
actions, proceedings, claims or
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demands made against the Buyer as a result of default by the
Seller in the performance of any such obligation.
11.3 EXTENT OF GUARANTEE AND INDEMNITY
(a) This clause 11 applies:
(1) to the present and future obligations of the
Seller under this agreement; and
(2) to this agreement, as amended, supplemented,
renewed or replaced.
(b) The obligations of the Guarantor under this clause 11
extend to any change in the obligations of the Seller
as a result of any amendment, supplement, renewal or
replacement of this agreement.
(c) This clause 11 is not affected, nor are the
obligations of the Guarantor under this agreement
released or discharged or otherwise affected, by
anything which, but for this provision, might have
that effect.
(d) This clause 11 applies:
(1) regardless of whether the Guarantor is aware
of, or has consented to, or is given notice
of, any amendment, supplement, renewal or
replacement of any agreement to which the
Buyer and the Seller are a party or the
occurrence of any other thing; and
(2) irrespective of any rule of law or equity to
the contrary.
11.4 CONTINUING GUARANTEE AND INDEMNITY
This clause 11 is a continuing obligation of the Guarantor
despite any settlement of account and remains in full force
and effect until the obligations of the Principal under this
agreement have been performed.
11.5 WARRANTIES OF THE GUARANTOR
The Guarantor represents and warrants to the Buyer that:
(a) it has the corporate power to enter into this
guarantee and indemnity and has taken all necessary
action to authorise the execution, delivery and
performance of this agreement;
(b) the execution, delivery and performance of this
guarantee and indemnity will not violate any
provision of:
(1) any law or regulation or any order or decree
of any Governmental Agency of the
Commonwealth of Australia or any state or
territory;
(2) the constitution of the Guarantor; or
(3) any security agreement, deed, contract,
undertaking or other instrument to which the
Guarantor is a party or which is binding on
it.
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11.6 RIGHTS
The Guarantor waives any right it has of first requiring any
of the Buyer Group Companies to commence proceedings or
enforce any other right against the Seller or any of the
Seller Group Companies or any other person before claiming
under this clause 11.
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SCHEDULE 1 - SHARE DETAILS
PART 1 - SELLER
Pacific Dunlop Holdings (USA) Inc.
PART 2 - BUYER
PB Holdings NV of 1170 Brussels, Terhulpsesteenweg 166
PART 3 - GUARANTOR
Pacific Dunlop Limited ABN 89 004 085 330 of Level 3, 678 Victoria
Street, Richmond, Victoria 3121
PART 4 - COMPANY
PacBrands USA Inc
PART 5 - SHARES
SHARES
LEGALLY SHARES HELD ON
PLACE OF AUTHORISED ISSUED OWNED BY BEHALF OF THE
COMPANY INCORPORATION CAPITAL CAPITAL SELLER SELLER
-------------------------------------------------------------------------------------------------
PacBrands USA Inc State of US$1000 (1000 100 100 held by Nil
Delaware, @ US$1 per Seller
United States share)
of America
PART 6 - BUSINESS
Distribution and sale of thermal underwear
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SCHEDULE 2 - WARRANTIES
PART 1 - BUYER'S WARRANTIES
1 BUYER AUTHORIZED
The Buyer has taken all necessary action to authorize the execution,
delivery and performance of this agreement in accordance with its
terms.
2 POWER TO BUY
The Buyer has full power to enter into and perform its obligations
under this agreement and can do so without the consent of any other
person.
3 NO LEGAL IMPEDIMENT
So far as the Buyer is aware, the execution, delivery and performance
by the Buyer of this agreement comply with:
(a) each law, regulation, Authorization, ruling, judgment, order
or decree of any Governmental Agency;
(b) the constitution or other constituent documents of the Buyer;
and
(c) any Encumbrance or document which is binding on the Buyer.
4 NO LIQUIDATION OR WINDING-UP
The Buyer has not gone into liquidation nor passed a winding-up or
dissolution resolution.
5 NO PETITION
No voluntary or involuntary petition in bankruptcy or other process for
winding-up has been presented or threatened against the Buyer and there
are no circumstances justifying such a petition or other process.
6 NO WRIT OF EXECUTION
No writ of execution has issued against the Buyer.
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7 NO RECEIVER OR ADMINISTRATOR
No receiver of any part of the undertaking or assets of the Buyer has
been appointed.
8 KNOWLEDGE OF BUYER
Neither the Buyer nor any holding company (direct or indirect) of the
Buyer is aware of any matter or thing that at Completion constitutes a
breach of the Seller's Warranties.
page 16
PART 2 - SELLER'S WARRANTIES
1 AUTHORITIES
1.1 SELLER AUTHORIZED
The Seller has taken all necessary action to authorize the
execution, delivery and performance of this agreement in
accordance with its terms and is validly existing and in good
standing.
1.2 POWER TO SELL
The Seller has full power to enter into and perform its
obligations under this agreement and is able to sell and
transfer the Shares being sold by it under this agreement
without the consent of any other person and free of any
pre-emptive rights, or rights of first refusal or any other
such rights which may restrict the transfer of the Shares to
the Buyer (except as disclosed in writing by the Seller).
1.3 NO LEGAL IMPEDIMENT
The execution, delivery and performance by the Seller of this
agreement complies with:
(a) each law, regulation, Authorization, ruling,
judgment, order or decree of any Governmental Agency;
(b) the Certificate of Incorporation and By-laws of the
Seller; and
(c) any Encumbrance or document which is binding on the
Seller.
1.4 CORPORATE POWER
The Company:
(a) is validly existing and in good standing;
(b) is accurately described in part 4 of schedule 1;
(c) has full corporate power to own its properties,
assets and businesses and to carry on the Business;
and
(d) has good and marketable title to all the assets
included in the Accounts.
1.5 CERTIFICATE OF INCORPORATION
The copy of the Certificate of Incorporation and By-laws of
the Company given to the Buyer is a complete and accurate copy
in all material respects.
1.6 CORPORATE NAME
The Company does not trade under a name other than its
corporate name (excluding trademarks or business names
registered in a name other than its corporate name).
page 17
2 COMPLIANCE WITH LAW
2.1 COMPLIANCE WITH LAW
The Company has complied in all material respects with all
applicable laws (whether applicable to the conduct of the
Business, the assets of the Business or the Properties) and no
material contravention or allegation of any material
contravention of any applicable law is known to the Seller.
2.2 AUTHORIZATIONS
The Company holds all necessary material Authorizations
required to conduct the Business, use the assets of the
Business and occupy the Properties and has paid all fees due
in relation to them and is not in breach of any conditions
under them where such breach would be likely to have a
material and adverse effect on the Business as currently
carried on.
3 SHARES AND CAPITAL
3.1 TITLE
The Seller is the legal and beneficial owner of the Shares
being sold by it under this agreement which are free of all
Encumbrances and other third party interests or rights.
3.2 ISSUED CAPITAL
The Shares are all the issued shares in the capital of the
Company and were validly issued by the Company.
3.3 FULLY PAID
The Shares are fully paid and no money is owing in respect of
them.
3.4 ISSUE OF OTHER SECURITIES
The Company is not under any obligation to issue or allot, and
has not granted any person any option, warrant, purchase
right, or other contract or commitment to issue any shares or
other securities of the Company which is still current and
subsisting.
4 POSITION SINCE THE ACCOUNTS DATE
4.1 POST ACCOUNTS DATE
Since the Accounts Date the Company has not:
(a) entered into any material contract or arrangement
outside the ordinary course of trading or otherwise
than on arm's length terms;
(b) acquired or disposed of any assets other than on
arm's length terms in the ordinary course of
business;
(c) created an Encumbrance over any of its assets;
page 18
(d) incurred any indebtedness or liability in the nature
of borrowings other than in the ordinary course of
business;
(e) in the conduct of the Business made any material
change to its policy or practice as to the payment of
creditors or collection of trade receivables;
(f) engaged any new employee to fill a new role with an
annual remuneration package in excess of $120,000 or,
except in the ordinary course of the Business,
terminated the employment of any of its employees or
changed in any material respect the terms of
employment (including remuneration);
(g) sold or agreed to sell any fixed asset with a value
of more than $250,000 or bought or committed to buy
any fixed asset with a value of more than $250,000;
(h) distributed or returned any capital to its members;
(i) paid any dividend to its members or paid any
management fee or similar amount;
(j) issued any shares, options or securities which are
convertible into shares in the Company;
(k) altered its Certificate of Incorporation or By-laws;
(l) incurred or undertaken any actual or contingent
liabilities or obligations (including Tax) except in
the ordinary course of business; or
(m) there has been no change in the accounting policies,
practices and principles of the Company,
except, in respect of the period between the date of this
agreement and Completion, if the Buyer has first consented in
writing.
4.2 SUPPLIERS/CUSTOMERS
Since the Accounts Date:
(a) none of the following suppliers of the Business:
Kuehne & Nahgel, Begley Hobba & Manton, Robert Ng,
Zenith Media, Dow Chemical, Helm AG, Ulee, Hewlett
Packard, PT Goldindo Menawian and BASF has:
(1) reduced the level of its supplies to the
Company other than in the ordinary course of
business;
(2) indicated an intention to cease or reduce
the volume of its trading with the Company
after Completion; or
(3) materially altered the terms on which it
trades with the Company; or
(b) none of the following customers of the Business:
Kmart, Big W, Myer/Grace Bros, Target, Best & Less,
Lowes Manhattan, Woolworths, Payless Shoes, Harvey
Norman and David Jones has:
(1) reduced the level of its custom from the
Company other than in the ordinary course of
business;
(2) indicated an intention to cease or reduce
the volume of its trading with the Company
after Completion; or
page 19
(3) materially altered the terms on which it
trades with the Company.
5 TANGIBLE ASSETS
5.1 TITLE TO ASSETS
All material Tangible Assets are:
(a) (other than items under repair and stock-in-transit)
in the possession or under the control of the
Company; and
(b) the absolute property of the Company free of all
Encumbrances, other than the Tangible Assets subject
to the Assets Leases.
5.2 ASSETS NOT OWNED
All material Tangible Assets which are used by the Company but
are not owned by the Company are used pursuant to the Assets
Leases or other arrangements entered into on arm's length
terms in the ordinary course of the Business.
5.3 PLANT AND EQUIPMENT
All Plant and Equipment listed in schedule 9 and currently in
use in the Business is:
(a) in good working order;
(b) capable of doing the job for which it is now being
used; and
(c) in reasonable condition having regard to its age and
fair wear and tear.
6 ENCUMBRANCES
6.1 OWNERSHIP OF SHARES
As at Completion the Seller will be the legal and beneficial
owner of the Shares being sold by it under this agreement free
of Encumbrances.
6.2 DISCHARGES BY COMPLETION
The Seller has not granted or created, or agreed to grant or
create, any Encumbrance in respect of the Shares being sold by
it under this agreement or the assets of the Company other
than any which will be discharged on or before Completion.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 SCOPE
So far as the Seller is aware, the Company owns or has an
enforceable right to use all intellectual property rights
needed to carry on the Business in the places and in the
manner currently carried on.
page 20
7.2 OWNERSHIP AND USE
(a) The Company is the legal and beneficial owner of all
the Intellectual Property Rights listed in parts 1
and 3 of schedule 4.
(b) The Company has, by way of a valid, binding and
enforceable licence from a third party, a lawful
right to use in the places and manner in which they
are currently used by the Company in the Business all
the Intellectual Property Rights listed in part 2 of
schedule 4.
7.3 NO THIRD PARTY RIGHTS
So far as the Seller is aware, no person, other than the
Company or a licensee of the Company disclosed in part 3 of
schedule 4 has any right to any Intellectual Property Right
listed in part 1 of schedule 4.
7.4 NO INFRINGEMENT
So far as the Seller is aware, the use by the Company of the
Intellectual Property Rights listed in schedule 4 does not
breach or infringe any Intellectual Property Right of any
other person nor, so far as the Seller is aware, are there any
allegations that the Company has infringed or is infringing
the intellectual property rights of a third party.
7.5 DISPUTES
The Company is not currently involved in any material dispute
with any third party in relation to the Intellectual Property
Rights listed in schedule 4.
7.6 ROYALTIES/FEES
Other than in respect of the Intellectual Property Rights set
out in part 2 of schedule 4, there are no material royalties,
licence fees or other similar fees payable by the Company in
connection with the use of any Intellectual Property Rights.
8 ASSETS LEASES
8.1 NATURE
The Assets Leases were entered into within the ordinary course
of business.
8.2 NO DEFAULT
The Company is not and, so far as the Seller is aware, no
other party to any Assets Lease is, in default under an Assets
Lease where such breach or default would be materially and
adversely prejudicial to the Company in carrying on the
Business and the Company has received no notice of any default
of any Asset Lease.
8.3 VALIDITY
So far as the Seller is aware, each Asset Lease:
(a) is valid and subsisting;
(b) has not been amended or modified; and
(c) is not terminable by virtue of the sale of the
Shares.
page 21
8.4 ASSETS LEASES USED IN THE BUSINESS
The Asset Leases constitute all the lease and hire purchase
agreements used in the Business by the Company.
9 CONTRACTS
9.1 NATURE OF CONTRACTS
So far as the Seller is aware, part 1 of schedule 6 and parts
2 and 3 of schedule 4 contains details of all Contracts which:
(a) are not within the ordinary course of ordinary
business of the Business;
(b) are not on arm's length terms;
(c) are not capable of complete performance or
termination without payment of damages, within 12
months from the date of this agreement;
(d) restrict the Company's freedom to carry on the
Business in the places and the manner in which it is
currently carried on;
(e) are contracts (not being contracts for the purchase
or sale of Stock) which are expected to result in
expenditure by the Company of more than $1,000,000;
(f) are distribution or agency agreements; and
(g) entitle the other party to terminate the contract or
impose terms less favourable to the Company due to
the sale of the Shares.
9.2 NO DEFAULT
The Company is not and, so far as the Seller is aware, no
other party to any Contract is in default under such Contract
where such breach or default would be materially and adversely
prejudicial to the Company in carrying on the Business as
currently carried on and there are no grounds for rescission,
avoidance or repudiation of any such Contract where such
rescission, avoidance or repudiation would be materially and
adversely prejudicial to the Seller in carrying on the
Business as currently carried on.
9.3 FOREIGN CURRENCY
Part 2 of schedule 6 contains a listing, which is accurate in
all material respects, of outstanding commitments of the
Company relevant to the Business as at the date stated in that
schedule in relation to foreign currency hedging contracts.
9.4 COPIES OF CONTRACTS
So far as the Seller is aware, the Data Room contained copies
of all Contracts which are material to the operation of the
Business.
9.5 TAXES
All Taxes (including stamp duty or any similar tax) payable on
all transactions to which the Company is a party, or that the
Company has an interest in enforcing have been paid or are
provided for in the Accounts.
page 22
10 PROPERTIES
10.1 COMPANY'S INTEREST
The Company has no interest in real property which it uses in
the Business except for its interest in the Properties.
10.2 OCCUPATION AND USE
The Company has exclusive occupation and quiet enjoyment of
the Properties and the Company's use of the Properties, so far
as the Seller is aware, complies in all material respects with
all acts, regulations, planning schemes, developments,
approvals, permits and requirements (including zoning
requirements) of any governmental agency (not including in
relation to Environmental Law, which this warranty does not
apply to). None of the Properties, so far as the Seller is
aware, is subject to any sub-lease, tenancy or right of
occupation by any other party.
10.3 NO BREACH
The Company has not received a notice of default in respect of
any Property which remains outstanding and asserts
non-compliance with the lease of that property.
10.4 NO NOTICES
The Company has not received any notice from any third party
in respect of the Properties:
(a) in respect of the condemnation, compulsory
acquisition or resumption of any part of any of the
Properties; or
(b) asserting that the current use of the Properties
breaches the requirements of any relevant planning
scheme or zoning ordinance; or
(c) which would be likely to have a materially adverse
effect on the use of the Properties in the Business
as currently used.
10.5 [NOT USED]
10.6 PROPERTY DETAILS
The particulars of the Properties set out in schedule 11 are
true and correct in all material aspects.
10.7 PROPERTY DISCLOSURE
Details of all material documentation pursuant to which the
Properties are owned, used or occupied by the Company have
been provided to the Buyer and there are no other documents,
correspondence or other material which have not been provided
to the Buyer which would have a material adverse affect on the
interests of the Company in the Properties.
10.8 DISPUTES
There are no material disputes claims or actions relating to
any of the Properties or their use including, but not limited
to, disputes with any adjoining or neighbouring owner with
respect to boundary walls or fences or with respect to any
easement, right or means of access to the Properties.
page 23
10.9 [NOT USED]
10.10 PROPOSED DISPOSAL
The Company is not a party to any outstanding agreement to
acquire or dispose of land or Properties or any interest in
land or Properties.
10.11 PROPERTY LEASE DISCLOSURE
In relation to the Property Leases, particulars of which are
set out in schedule 11:
(a) written copies of which have been provided to the
Buyer, and are so far as the Seller is aware,
complete in all material aspects recordings of their
terms and there are no other agreements, documents or
understandings in relation to the Property Leases;
and
(b) so far as the Seller is aware, are current and
enforceable.
10.12 TERMINATION NOTICE
No lessor under a Property Lease has served any notice to
terminate the Property Lease.
10.13 ASSIGNMENT
Neither the Company nor the Seller:
(a) has agreed to any assignment, subletting, parting
with possession or surrender of a Property Lease or
any part of the property leased; or
(b) has given any materially false or misleading
information to an authority having jurisdiction over
property the subject of a Property Lease.
11 OFFERS OUTSTANDING
Any offer, tender or quotation made by the Company in respect
of the Business which is outstanding and capable of acceptance
by a third party, was made in the ordinary course of the
Business.
12 SHAREHOLDINGS
The Company is not the holder or beneficial owner of any
shares or other securities in any company.
13 MEMBERSHIPS
The Company is not a member of any joint venture, partnership
or unincorporated association (other than a recognized trade
association).
page 24
14 EMPLOYEES
14.1 LIST OF EMPLOYEES COMPLETE
Schedule 8 contains a complete list of the Company's employees
employed in the Business as at the date indicated in the
schedule and the Buyer has been given all material details of
their employment benefits.
14.2 INCENTIVE PLANS
The Company has not agreed to any share incentive plan, share
option plan, bonus plan, profit-sharing plan or other employee
incentive plan in respect of the Business or with any Employee
which has not been fairly disclosed to the Buyer.
14.3 SERVICE AGREEMENTS
The Company is not a party to any written employment or
service agreement with any Employee requiring the giving of
more than three months notice to the employee which has not
been fairly disclosed to the Buyer.
14.4 MANAGEMENT AGREEMENTS
The Company does not have any material agreement with any
person for the provision of consulting or management services
in respect of the Business which has not been fairly disclosed
to the Buyer.
14.5 DISPUTES
The Company is not involved in any material dispute with any
employees (past or present) and is not aware of any
circumstances likely to give rise to any dispute.
14.6 COMPLIANCE
The Company is not in breach in any material respect of any
employment contract with any Employee as at the date of this
agreement.
14.7 COMPLIANCE
The Company has complied with and continues to comply with all
obligations arising under law, equity, statute (including
occupational health and safety, annual leave, long service
leave, equal opportunity, anti-discrimination, Taxation,
superannuation, workers compensation and industrial laws),
award, enterprise agreement or other instrument made or
approved under any law with respect to its past and present
employees and contractors.
14.8 DISCLOSURE
Except as set out in the Data Room there are no awards,
enterprise agreements or other instruments made or approved
under law which apply to employees of the Company.
page 25
15 [NOT USED]
16 LITIGATION
16.1 NOT A PARTY TO ANY LITIGATION
The Company is not:
(a) a party to any material prosecution, litigation or
arbitration proceedings; or
(b) so far as the Seller is aware, subject to any
material administrative or governmental
investigation,
and the Seller is not aware that any such proceeding or
investigation is threatened or pending.
16.2 NO CIRCUMSTANCES
There are no circumstances of which the Seller is aware which
may give rise to any proceeding or investigation referred to
in warranty 16.1.
17 [NOT USED]
18 SOLVENCY
18.1 NO LIQUIDATION OR WINDING-UP
The Company has not undergone voluntary or involuntary
liquidation or dissolution under the General Corporation Law
of Delaware.
18.2 NO PETITION
No voluntary or involuntary petition in bankruptcy or other
process for winding-up has been presented or threatened
against the Company and there are no circumstances justifying
such a petition or other process.
18.3 NO WRIT OF EXECUTION
No writ of execution has issued against the Company.
18.4 NO RECEIVER OR ADMINISTRATOR
No receiver of any part of the Company's undertaking or assets
has been appointed.
18.5 PAYMENT OF DEBTS
The Company:
(a) has not stopped paying its debts as and when they
fall due;
(b) is not insolvent within the meaning of the General
Corporation Law of Delaware; and
page 26
18.6 LIQUIDATION
The Seller has not gone into liquidation under the General
Corporation Law of Delaware nor been removed from the register
of companies in the United States of America.
18.7 PETITION
No petition or other process for winding-up has been presented
or threatened against the Seller and there are no
circumstances justifying such a petition or other process.
18.8 WRIT OF EXECUTION
No writ of execution has issued against the Seller.
18.9 RECEIVER MANAGER
No receiver or statutory manager of any part of the Seller's
undertaking or assets has been appointed.
19 INSURANCE
19.1 POLICIES
Those assets of the Company which are of an insurable nature
are insured by the Company against fire and other usual risks
on a basis which the Seller considers commercially prudent.
20 INFORMATION
20.1 WRITTEN INFORMATION
In relation to written information provided by the Seller to
the Buyer in relation to the sale of the Shares sold by it
under this agreement:
(a) if that information comprised copies of documents,
correspondence or other materials the copies provided
were, so far as the Seller is aware, true and
complete;
(b) if that information comprised historical data about
the Business prepared by the Seller or the Company,
that data was, so far as the Seller is aware, true
and correct in all material respects.
20.2 ACCURACY
Each of the statements and all information set out, or
referred to, in the Disclosure Schedule, the schedules
numbered 4 to 12 to this agreement are complete and accurate
in all material respects and not misleading.
page 27
21 BUSINESS RECORDS
The Business Records are in the Company's possession or
control and will be maintained by the Company in accordance
with its usual practice pending Completion.
22 TAXES AND DUTIES
22.1 TAX PAID
Any Tax arising under any Tax Law payable in respect of any
transaction, income or asset of the Company which has become
due for payment has been paid.
22.2 SINCE ACCOUNTS DATE
The conduct of the Business since the Accounts Date will only
give rise to liability to Tax in the ordinary course of
business.
22.3 PROVISION IN ACCOUNTS
Adequate provision has been made in the Accounts for any Tax
on the Company which is payable or may become payable in
respect of any transaction or income occurring or arising
before the Accounts Date but which was unpaid as at the
Accounts Date.
22.4 WITHHOLDING TAX
Any obligation of the Company under any Tax Law to withhold
amounts at source, including, but not limited to, withholding
tax, has been complied with.
22.5 RECORDS
The Company has maintained proper and adequate records to
enable it to comply with its obligations to:
(a) prepare and submit any information, notices,
computations, returns, declarations, elections and
payments required in respect of any Tax Law;
(b) prepare any accounts necessary for the compliance of
any Tax Law; and
(c) retain necessary records as required by any Tax Law.
22.6 RETURNS SUBMITTED
The Company has submitted any necessary information, notices,
computations, returns, declarations and elections to the
relevant Governmental Agency in respect of any Tax or any Duty
relating to the Company.
22.7 RETURNS ACCURATE
Any information, notice, computation, return, declaration or
election which has been submitted by the Company to a
Governmental Agency in respect of any Tax or Duty:
(a) discloses all material facts that should be disclosed
under any Tax Law; and
(b) has been submitted on time.
page 28
22.8 COPIES ACCURATE
All copies of any information, notices, computations, returns,
declarations or elections submitted by the Company in respect
of any Tax or Duty which have been supplied to the Buyer by
the Seller are true copies of the originals.
22.9 NO DISPUTES
The Company is not currently engaged in any dispute with any
Governmental Agency in respect of any Tax or Duty and is not
aware of any circumstances that may give rise to such a
dispute.
23 SELLER'S KNOWLEDGE
The Seller is not aware of any matter or thing that is or may
be inconsistent with the Buyer's Warranties.
24 EFFECT OF SALE OF SHARES
24.1 CUSTOMERS/SUPPLIER RELATIONSHIPS
As far as the Seller is aware, the transfer of the Shares to
the Buyer under this agreement will not result in any supplier
or customer of the Company ceasing or being entitled to
substantially reduce its level of business with the Company.
24.2 EFFECT OF SALE
The entry into and performance of this agreement does not and
will not:
(a) result in the breach of any of the terms, conditions
or provisions of any agreement or arrangement to
which the Company is a party;
(b) relieve any person from any obligation to the
Company;
(c) result in the creation, imposition, crystallisation
or enforcement of any Encumbrance or other third
party right or interest on the Company, its assets or
undertaking; or
(d) result in any indebtedness of the Company becoming
due and payable.
page 29
25 TRADE PRACTICES
So far as the Seller is aware, neither the Company nor any of its
officers or employees has, in the two years before Completion,
committed or omitted to do any act or thing the commission or omission
of which is a material contravention of the legislation applicable in
the United States of America which regulates trade practices matters.
26 LIABILITY UNDER ASSET AND OTHER SALE AGREEMENTS
The Company will not have any obligations or liabilities (actual or
contingent) after Completion to:
(a) do any act, matter or thing; or
(b) pay any moneys under any indemnity,
under any agreement entered into prior to Completion for the sale or
purchase of any business interest, shares or partnership interest.
page 30
SCHEDULE 3 - DISCLOSURE SCHEDULE
The matters set out in this disclosure schedule constitute formal
disclosure to the Buyer of facts or circumstances which are, or may be,
inconsistent with the Seller's Warranties. The Seller gives no
representation as to the completeness or accuracy of the disclosures in
this schedule. While some disclosures have, for convenience, been set
against specific Seller's Warranties, they constitute disclosure
against any other Seller's Warranty to which they may apply.
SELLER WARRANTY NUMBER MATTER DISCLOSED
page 31
SCHEDULE 4 - INTELLECTUAL PROPERTY RIGHTS
PART 1 - INTELLECTUAL PROPERTY RIGHTS OWNED BY THE COMPANY
PART 2 - LICENSES TO THE COMPANY TO USE INTELLECTUAL PROPERTY RIGHTS
License Agreement between Jockey International Inc and Pac Brands
USA Inc dated 12 March 1999.
PART 3 - LICENSES GIVEN BY THE COMPANY TO USE ITS INTELLECTUAL PROPERTY RIGHTS
page 32
SCHEDULE 5 - [NOT USED]
page 33
SCHEDULE 6 - CONTRACTS
PART 1 - CONTRACTS
Oral Agency Agreements between PacBrands USA Inc and the
following agents:
. Mel Kramer;
. Gene Beileer;
. Carole Mayashida;
. Rich Levy; and
. Dennis Murphy,
to use the trade marks Jockey, Hot Bods and Housebrands.
PART 2 - FOREIGN EXCHANGE CONTRACTS
page 34
SCHEDULE 7 - GUARANTEES
page 35
SCHEDULE 8 - EMPLOYEES
Allan Mackey
Robyn Simon
Junoir Zamora
page 36
SCHEDULE 9 - PLANT AND EQUIPMENT
page 37
SCHEDULE 10 - ASSETS LEASES
page 38
SCHEDULE 11 - PROPERTIES
Suite B, 2990 Redhill Avenue, Costa Mesa, California, USA.
page 39
SCHEDULE 12 - INTER COMPANY DEBT
page 40
EXECUTED AS AN AGREEMENT:
Signed for and on behalf of
Pacific Dunlop Holdings (USA) Inc
by its duly authorised Attorney under Power
in the presence of:
/s/ /s/
- ----------------------------------- ---------------------------------
Witness Attorney
- ----------------------------------- ---------------------------------
Name (please print) Name (please print)
Signed for and on behalf of
Pacific Dunlop Limited
by its duly authorised Attorney under Power
in the presence of:
/s/ Paul Devereux /s/ Carly Mansell
- ----------------------------------- ---------------------------------
Witness Attorney
Paul Devereux Carly Mansell
- ----------------------------------- ---------------------------------
Name (please print) Name (please print)
Signed for and on behalf of:
PB Holdings NV
by its duly authorised Attorney under Power
in the presence of:
/s/ /s/
- ----------------------------------- ---------------------------------
Witness Attorney
- ----------------------------------- ---------------------------------
Name (please print) Name (please print)
/s/ /s/
- ----------------------------------- ---------------------------------
Witness Attorney
- ----------------------------------- ---------------------------------
Name (please print) Name (please print)
page 41