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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
OCTOBER 8, 1997
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
WATERS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-14010 13-3668640
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
34 Maple Street, Milford, Massachusetts 01757
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
(508) 478-2000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Not Applicable
(FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 23, 1997, Waters Corporation, along with its wholly owned
subsidiary, Waters Technologies Corporation, (collectively referred to herein as
the "Company"), completed its acquisition of Micromass Limited and its
subsidiaries (collectively referred to herein as "Micromass"), a British
company. Pursuant to the transaction, the Company purchased 100% of the capital
stock of Micromass from Micromass management, Micromass Employee Share Scheme
Limited, and certain funds of Schroder Ventures for aggregate consideration of
(Pounds) 109.0 million ($175.9 million) consisting of cash, stock and notes./1/
The Acquisition was financed through drawings on the revolving credit facility
under the Company's Amended and Restated Credit Agreement, dated as of June 16,
1997, as amended by the First Amendment dated September 4, 1997, by and among
the Company, Bankers' Trust Company and other Lenders party thereto (the "Credit
Agreement").
Micromass is a manufacturer of mass spectrometers and will operate as a
wholly owned subsidiary of Waters Technologies Corporation, the Company's wholly
owned operating company, with headquarters in Manchester, England.
PROPERTIES
As a consequence of this acquisition, the Company has obtained various
intellectual property rights as well as the following leaseholds used by
Micromass for manufacturing and office space purposes. In addition to the
properties listed below, Micromass maintains small sales offices in various
European locations. The Company believes that these facilities, together with
planned expenditures for normal maintenance, capacity and technological
improvements will provide adequate production capacity to meet current demand
for Micromass products. The Company currently has no plans to alter the
existing usage of these properties.
APPROX.
LOCATION USE OWNED OR LEASED AREA
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Altrincham, Cheshire light engineering leased 28,300 sq. ft.
England offices, test and
assembly floor
areas, demonstration
laboratory.
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/1/ Dollar conversions are based on an exchange rate as of September 23, 1997 of
1.6140.
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Wythenshawe, Manchester light engineering leased 54,245 sq. ft.
England offices, testing
area, assembly
floor, demonstration
laboratory
Beverly, Massachusetts Offices, stores and leased 19,671 sq. ft.
demonstration
facilities
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
Financial statements for Micromass are not available at this time, and
will be filed in an amendment to this 8-K within 60 days of the date
thereof.
(b) Pro Forma Financial Information
The Pro Forma financial information for Micromass is not available at
this time, and will be filed in an amendment to this 8-K within 60
days of the date hereof.
(c) Exhibits.
2.1 Agreement for the Sale and Purchase of Micromass Limited dated as
of September 12, 1997, among Micromass Limited, Schroder UK
Buy-Out Fund III Trust I and Others, Waters Corporation and
Waters Technologies Corporation.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On September 23, 1997, Waters issued 375,108 shares of unregistered vesting
and unvesting stock (the "Waters Stock") to certain employee/shareholders of
Micromass, in partial consideration for the acquisition of all outstanding
shares of Micromass stock, pursuant to the Regulation S exemption for sales of
stock to foreign persons. The aggregate value of the Waters Stock is
(Pounds)8.1 million ($13.1 million)./1/
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WATERS CORPORATION
Dated: OCTOBER 8, 1997 By: /s/ Philip S. Taymor
Name: Philip S. Taymor
Title: Senior Vice President
Chief Financial Officer
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EXHIBIT 2.1
DATED 12 SEPTEMBER 1997
SCHRODER UK BUY-OUT FUND III
TRUST I AND OTHERS
and
WATERS CORPORATION
and
WATERS TECHNOLOGIES CORPORATION
_______________________________________
AGREEMENT FOR THE SALE AND
PURCHASE OF MICROMASS LIMITED
_______________________________________
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CONTENTS
CLAUSE
1. Interpretation
2. Sale and purchase
3. Conditions
4. Completion
5. Warranties
6. Further undertakings by the Managers
7. Employment Contracts
8. Buyer's Warranties
9. Announcements
10. Competition
11. Costs
12. General
13. Entire Agreement
14. Assignment
15. Notices
16. Governing law and jurisdiction
17. Exclusivity
18. Specific Performance
19. Access
20. Further Assistance
21. Counterparts
22. Effect of Completion
SCHEDULE
1. Sellers and Shareholdings
2. Information about the Company and the Subsidiary Undertakings
3. Items for delivery by the Sellers at Completion
4. Warranties
5. Warranty Limitations
6. Property
7. Registered Intellectual Property Rights
AGREED FORM DOCUMENTS
Employment contract(s)
Certificates of Title
Security Powers of Attorney
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Letters of resignation from directors
Acknowledgments from directors regarding outstanding claims
Management Stock Acquisition Agreements
Promissory Notes
Letter of engagement with KPMG
Bankers' Trust commitment letter
Deed of Covenant by the Optionholders
Opinion of letter from Kirkland & Ellis
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THIS AGREEMENT is made on 12 September 1997
BETWEEN:
(1) THE SEVERAL PERSONS whose names and addresses are set out in schedule 1
(the "SELLERS"); and
(2) WATERS CORPORATION a company incorporated in Delaware ("WATERS") and
WATERS TECHNOLOGIES CORPORATION ("TECHNOLOGIES"), a company incorporated
in Delaware each of whose registered offices are at 34 Maple Street,
Milford, Massachusetts 01757, (collectively the "BUYER").
THE PARTIES AGREE as follows:
1. INTERPRETATION
1.1 In this Agreement:
"ACCOUNTS" means individual accounts (as that term is used in section 226
of the Act) of the Company, Micromass UK Limited and Micromass
International Limited and the Group's group accounts (as that term is used
in section 227 of the Act) and cash flow statement for the financial year
ended on 31 December 1996 and the six months ended on the Last Accounting
Date, the auditors' reports on those accounts and the directors' report
for that year copies of which are attached to the Disclosure Letter;
"ADDITIONAL WARRANTY" means a statement contained in Part II of schedule 4
and "Additional Warranties" means all those statements;
"ACT" means the Companies Act 1985;
"BUSINESS DAY" means a day other than a Saturday or Sunday or public
holiday in England and Wales;
"BUYER'S GROUP UNDERTAKING" means the Buyer, a subsidiary undertaking or
parent undertaking for the time being of the Buyer or a subsidiary
undertaking for the time being of a parent undertaking of the Buyer and
from Completion includes, for the avoidance of doubt, each Group Company;
"BUYER'S SOLICITORS" means Kirkland & Ellis at Citicorp Center, 153 East
53rd Street, New York, New York 10022-4675;
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"CERTIFICATES" means the certificates of title, in the agreed form, to be
given by the Sellers' Solicitors to the Buyer;
"CHANGE OF CONTROL PAYMENTS" means all payments, other than payment of the
consideration to which any Seller or any person connected to any Seller is
entitled to receive as a result of the sale and purchase of the Shares;
"COMPANY" means Micromass Limited, a company incorporated in England and
Wales (registered number 3139987), whose registered office is at Floats
Road, Wythenshawe, Manchester M23 9LZ;
"CONNECTED" means as defined in section 839 of the Taxes Act except that
in construing such section control has the meaning given by section 840 or
section 416 of that Act so that there is control whenever either section
840 or 416 requires;
"COMPLETION" means completion of the sale and purchase of the Shares in
accordance with this Agreement;
"COMPLETION DATE" means the day of Completion as determined by clause
4.1;
"DISCLOSURE LETTER" means the letter from the Managers to the Buyer in
relation to the Warranties having the same date as this Agreement;
"EMPLOYMENT CONTRACTS" means contracts in the agreed form between the
Company and each of the Managers and contracts in the agreed form between
the Company and the Optionholders;
"ENCUMBRANCE" means a mortgage, charge, pledge, lien, option, restriction,
right of first refusal, right of pre-emption, third-party right or
interest, other encumbrance or security interest of any kind, or another
type of arrangement (including, without limitation, a title transfer or
retention arrangement) having similar effect;
"FIRST GROUP MANAGERS" means those persons whose names and addresses are
set out in Part I of schedule 1;
"GROUP" means the Company and each Subsidiary Undertaking;
"GROUP COMPANY" means the Company or a Subsidiary Undertaking and "GROUP
COMPANIES" means all such entities;
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"INDEBTEDNESS" means all indebtedness of the Group Companies, including,
without limitation, (i) all obligations of any of the Group Companies for
borrowed money or evidenced by bonds, debentures, notes, overdrafts,
letters of credit or other similar instruments, (ii) obligations as lessee
under capital leases, (iii) obligations to pay the deferred purchase price
of property or services, except amounts payable arising in the ordinary
course of business, (iv) all debts of parties (other than Group Companies)
guaranteed or otherwise supported by any of the Group Companies or secured
by an Encumbrance on any of the assets of any of the Group Companies, (v)
all amounts owed by any of the Group Companies to any person connected
with any of the Group Companies, (vi) any Change of Control Payments, and
(vii) any interest, principal, prepayment penalty, fees, or expenses in
respect of those items listed in (i) to (vi);
"INTELLECTUAL PROPERTY" means:
(a) patents, trade marks, service marks, registered designs, applications
for any of those rights, trade and business names, unregistered trade
marks and service marks (including any registrations or applications
for registration thereof), copyrights, know-how, rights in designs,
inventions, trade secrets and proprietary software;
(b) the sui generis right for the maker of a database to prevent
extraction or re-utilisation or both of the whole or a substantial
part of the contents of that database, as described in Directive
96/9/EC on the legal protection of databases;
(c) rights under licences, consents, orders, statutes or otherwise in
relation to a right in paragraphs (a) and (b); and
(d) rights of the same or similar effect or nature as or to those in
paragraphs (a), (b) and (c),
in each case in any jurisdiction;
"INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property used or
owned by a Group Company in, or in connection with, its business;
"LAST ACCOUNTING DATE" means 30 June 1997;
"MANAGERS" means together the First Group Managers and the Second Group
Managers;
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"MANAGERS' REPRESENTATIVES" means Robert Williams and Norman Lynaugh or
such replacement representatives as the majority of the Managers may
nominate and of which the Buyer is notified in writing signed by such
majority;
"MANAGEMENT STOCK ACQUISITION AGREEMENTS" means the agreements in the
agreed form between Waters and certain of the Managers;
"OPTIONHOLDERS" means Robert Bordeli, John Hoyes, Iain Monks, A J Gilbert,
Martin Green, Mark McDowall, Jeffrey Brown, James Speakman, David Varley,
Zenon Palcz, Clive Haines, Peter Nixon, Jeremy Hart, Stephen Curbishley
and Andrew Peters;
"PROMISSORY NOTES" means the letter of credit supported loan notes to be
constituted by an instrument, in the agreed form, to be executed by
Technologies on or prior to Completion;
"PROPERTY" means the property or properties details of which are set out
in schedule 6 and includes an individual property and a part of an
individual property;
"RELEVANT CLAIM" means a claim by the Buyer involving or relating to or
arising out of any breach of clause 5.1;
"RESTRICTED STOCK" means the common stock of Waters that will not have
been registered under the Securities Act of 1933, as amended, and which
will be subject to vesting provisions set out in the Management Stock
Acquisition Agreements (all certificates in respect of Restricted Stock
bearing a legend to that effect);
"SECOND GROUP MANAGERS" means those persons whose names and addresses are
set out in Part II of schedule 1;
"SELLERS' SOLICITORS" means Clifford Chance of 200 Aldersgate Street,
London, EC1A 4JJ;
"SHARES" means 419,348 fully-paid "A" Ordinary Shares of 1p each, 416,667
"B" Ordinary Shares of 1p each 520,833 "B" Redeemable Ordinary Shares of
1p each, 205,652 C Deferred Shares of 1p each and 6,188,110 Preference
Shares of 1p each comprising (together with any C Redeemable Shares of 1p
each issued prior to Completion) the whole of the issued share capital of
the Company on a fully diluted basis including all options and other
securities convertible or exchangeable into shares;
"SUBSIDIARY UNDERTAKING" means a subsidiary undertaking of the Company
listed in schedule 2 and "SUBSIDIARY UNDERTAKINGS" means all those
subsidiary undertakings;
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"TAX" and "TAXATION" means any form of taxation, levy, duty, charge,
contribution or impost of whatever nature (including any related fine,
penalty, surcharge or interest) imposed by any local, municipal,
governmental, state, federal or other fiscal, revenue, customs or excise
authority, body or official anywhere in the world including, without
limitation, the Inland Revenue and H.M. Customs & Excise;
"TAXES ACT" means the Income and Corporation Taxes Act 1988;
"UNRESTRICTED STOCK" means the common stock of Waters that will not have
been registered under the Securities Act 1933, as amended, which will be
issued pursuant to Regulation S of the Securities Act 1933, as amended,
(all certificates in respect of Unrestricted Stock bearing a legend to
that effect);
"US ACCOUNTS" means the audited financial statements for Micromass Inc.
for the twelve months ended on 31 December 1996 and the six months ended
30 June 1997;
"US GAAP" means United States generally accepted accounting principles as
in effect at today's date and at the Completion Date;
"WARRANTY" means a statement contained in Part I of schedule 4 and
"WARRANTIES" means all those statements.
1.2 In this Agreement, a reference to:
1.2.1 a "SUBSIDIARY UNDERTAKING" or "PARENT UNDERTAKING" is to be
construed in accordance with section 258 of the Act and a
"SUBSIDIARY" or "HOLDING COMPANY" is to be construed in accordance
with section 736 of the Act;
1.2.2 a document in the "AGREED FORM" is a reference to a document in a
form approved and for the purposes of identification signed by or
on behalf of the Buyer's Solicitors and the Sellers' Solicitors;
1.2.3 a statutory provision includes a reference to the statutory
provision as modified or re-enacted or both from time to time
before the date of this Agreement and any subordinate legislation
made under the statutory provision before the date of this
Agreement;
1.2.4 a person includes a reference to a body corporate, association or
partnership;
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1.2.5 a person includes a reference to that person's legal personal
representatives and successors; and
1.2.6 a clause, paragraph or schedule, unless the context otherwise
requires, is a reference to a clause or paragraph of or schedule to
this Agreement.
1.3 The headings in this Agreement do not affect its interpretation.
1.4 A reference in schedule 4 to a person's knowledge, information,
belief or awareness is deemed to mean their own actual knowledge,
information, belief or awareness without their having made further
enquiry or having imputed knowledge.
2. SALE AND PURCHASE
2.1 Each of the Sellers, except for Micromass Employee Share Scheme
Limited, agrees to sell with full title guarantee those Shares set
opposite his or its name in schedule 1 and each right attaching to
the Shares at or after the date of this Agreement (save for the
right in the case of the "C" Deferred shares to receive a dividend
declared on 11 September 1997), free of any Encumbrance and Waters
and Technologies respectively agree to buy 25.1% and 74.9% of the
same.
Micromass Employee Share Scheme Limited agrees to procure that the
Optionholders will agree to sell with full title guarantee the
30,000 "A" Ordinary shares it holds and each right attaching to
such shares at or after the date of this Agreement, free of any
Encumbrance and Waters and Technologies respectively agree to buy
25.1% and 74.9% of the same.
2.2 The aggregate purchase price of the Shares is (Pounds)109,000,000
to be satisfied by:
2.2.1 in the case of the "A" Ordinary shares of 1p each, "C"
Deferred shares of 1p each and any "C" Redeemable shares of
1p each held by a Seller, the payment of the cash amount and
the issue of Loan Notes and, subject to clause 4.6, the
Unrestricted Stock and Restricted Stock notified to the
Buyer in writing at today's date;
2.2.2 the payment of (Pounds)46,392,380 in the aggregate for the
416,667 "B" Ordinary shares of 1p each, the 520,833 "B"
Redeemable shares of 1p each and the 6,188,110 Preference
shares of 1p each
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For the avoidance of doubt nothing in this clause 2.2 shall,
subject to clause 4.6, oblige the Buyer to pay more than
(Pounds)94,358,020 or issue more than the aggregate amount of
Unrestricted Stock, Restricted Stock and Loan Notes notified by the
Sellers pursuant to this clause 2.2.
Furthermore in the event the Shares sold pursuant to this Agreement
fail to include any shares of the Company or any other securities
convertible or exchangeable into Shares, it is the express
understanding among the Buyer and the Sellers that the Sellers
shall adjust the consideration per share among all of the Shares
and the Sellers agree that the Buyer shall have no liability to any
other holders of Shares.
2.3 The Buyer shall not be obliged to complete the purchase of any of
the Shares unless the Sellers complete the sale of all of the
Shares simultaneously, and if the Buyer, in its sole discretion,
elects to purchase some of the Shares if not all of the Shares are
tendered then the completion of the purchase of some of the Shares
shall not affect the rights of the Buyer with respect to its rights
to the other Shares.
2.4 Each of the Sellers whose names are set out in Part III of schedule
1 separately confirms that its obligations under this Agreement
constitute valid and binding obligations on it in accordance with
the terms of this Agreement.
2.5 The Managers acknowledge that they will following Completion have
no further right, title or interest in the shares currently held by
Micromass Employee Share Scheme Limited.
2.6 The Buyer undertakes to keep the notifications pursuant to clause
2.2 confidential unless required to disclose them by law or
regulation of the Securities Exchange Commission.
3. CONDITIONS
3.1 Completion is conditional on the following conditions being satisfied or
in the case of the conditions set out in clauses 3.1.3 to 3.1.6 waived by
the Buyer on or before the date set for Completion pursuant to clause
4.1:-
3.1.1 the expiry or early termination of all applicable waiting periods
under the United States Hart-Scott-Rodino Antitrust Improvements
Act of 1976;
3.1.2 the delivery to the Buyer of the Group's group accounts for the 12
months ended on 31 December 1996 and the 6 months ended on 30 June
1997 and the auditors'
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reports and the directors' reports on those accounts which shall
show profit and loss, a cashflow statement and a balance sheet as
at the period end, in each case reconciled to US GAAP and prepared
in accordance with SEC Rule 3-05 of Regulation S-X and a letter of
engagement between the Company and KPMG in the agreed form;
3.1.3 there having been no material adverse change in the Group from 30
June 1997 and it having a net cash position (and for these purposes
the monies spent in redeeming 4,623,768 Preference shares of 1p
each in the Company, any associated Advance Corporation Tax, and
the obligation to pay up to (Pounds)170,000 auditor's fees shall be
deemed to be cash held by the Group and shall not be deemed a
material adverse change);
3.1.4 all conditions set out in the commitment letter from Bankers' Trust
to the Buyer, in the agreed form, being satisfied or waived and the
funds to be made available to the Buyer pursuant to that letter
becoming available to the Buyer;
3.1.5 there being no matter arising after the date of this Agreement
which would give rise to a Relevant Claim in respect of which,
having regard to the limitations set out in schedule 5, any of the
Managers would be liable if the Warranties and the Additional
Warranties were to be repeated immediately before Completion;
3.1.6 there having been no material breach of the provisions of clauses
5.8 and 17.
3.2 The Buyer shall make all reasonable efforts to achieve satisfaction of the
condition set out in clause 3.1.1 and its best endeavours, to the extent
that such matters are under its control, to achieve satisfaction of the
conditions set out in clause 3.1.4 as soon as possible before 2.30pm
(London Time) on 23 September 1997.
3.3 The Managers shall make all reasonable efforts to achieve satisfaction of
the conditions set out in clauses 3.1.1, 3.1.2, 3.1.5 and 3.1.6 as soon as
possible before 2.30pm (London Time) on 23 September 1997 provided that in
the case of clauses 3.1.5 and 3.1.6 the Managers shall not be obliged to
incur any personal cost or liability.
3.4 If at any time any of the Sellers or the Buyer becomes aware of a fact or
circumstances that might prevent a condition set out in clause 3.1 being
satisfied it shall immediately inform the other party.
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3.5 If a condition set out in clause 3.1 has not been satisfied and in the
case of conditions set out in clauses 3.1.3 to 3.1.6 has not been waived
by the Buyer by 2.30pm (London Time) on 23 September 1997, the Buyer will
on that date, by written notice to the Sellers;
3.5.1 waive the condition; or
3.5.2 terminate this Agreement.
3.6 If the Buyer terminates this Agreement pursuant to clause 3.5.2 each
party's further rights and obligations cease immediately on termination
(provided that clauses 9 and 11 shall both survive), but termination does
not affect a party's accrued rights and obligations at the date of
termination.
4. COMPLETION
4.1 Subject to clause 3, Completion shall take place at the office of the
Sellers' Solicitors at 2.30pm (London Time) on 23 September 1997.
4.2 At Completion each of the Sellers shall deliver to the Buyer each item
specified in paragraphs 1 and 2 of schedule 3 duly executed by him or it
and shall procure the delivery to the Buyer of each of the other items
specified in schedule 3.
4.3 The Sellers shall ensure that at, on or prior to Completion the Company's
directors hold a meeting of the board of directors of the Company at which
the directors:
4.3.1 vote in favour of the registration of the Buyer or its nominee(s)
as member(s) of the Company in respect of the Shares (subject to
the production of properly stamped transfers);
4.3.2 change the Company's registered office to a place designated by the
Buyer;
4.3.3 appoint Philip Taymor and John Nelson as directors of the Company
with effect from the end of the meeting;
4.3.4 accept Carl Parker's and Henry Simon's resignations as directors of
the Company with immediate effect;
4.3.5 revoke each existing mandate given by the Company for the operation
of its bank accounts and pass the resolutions contained in new
mandate(s) giving authority to persons nominated by the Buyer; and
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4.3.6 approve and authorise the Company's execution of the Employment
Contracts.
4.4 The Sellers shall ensure that, immediately after the board meeting
referred to in clause 4.3:
4.4.1 any meeting of the board of directors of a Subsidiary Undertaking
that the Buyer may require is held; and
4.4.2 any meeting held pursuant to clause 4.4.1 deals with any matter
referred to in clause 4.3 that the Buyer may require.
4.5 At Completion:
4.5.1 Technologies shall pay 74.9% of the cash stated in clause 2.2 to
the Sellers' Solicitors' account with Midland Bank plc, Poultry &
Princess Street EC2P 2BX:
Sort Code: 40-05-30
Account Name Clifford Chance: Client Account
Account Number: 2318 1499;
4.5.2 Technologies shall issue the Loan Notes to which each Seller is
entitled;
4.5.3 Waters shall allot and issue the amounts of Unrestricted Stock and
Restricted Stock notified pursuant to clause 2.2, subject always to
clause 4.6;
4.5.4 Waters shall pay 25.1% of the cash stated in clause 2.2 to the
account specified in clause 4.5.1.
The Sellers irrevocably authorise the Sellers' Solicitors to receive the
cash referred to in clause 4.5.1 on behalf of the Sellers and payment to
them will be good discharge to the Buyer which will not be further
concerned as to the application of the moneys so paid.
4.6 If the average closing price of Common Stock of $0.01 of the Buyer as
announced on the composite transactions page of The Wall Street Journal
for the period (if any) ending 2 trading days before the Completion Date
and starting today's date (the "AVERAGE PRICE") is greater or less than
the average of the closing of Waters Stock on 9th, 10th and 11th September
1997 (the "Base Price") then the amount of Unrestricted and Restricted
Stock to be issued by Waters as consideration hereunder shall be adjusted
using the following formula:-
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Revised number = Number of relevant amount of Stock set out in
of the relevant Stock Schedule 1 x the Base Price and then divided by
the Average Price
Provided always that the number of Unrestricted and Restricted Stock
calculated as set out above will never be less than 90% or more than 110%
of the relevant number of Stock set out in schedule 1.
No fractional Unrestricted or Restricted Stock shall be issued to any
Seller, but in lieu thereof cash shall be paid to the relevant Seller.
For the purposes of this clause 4.6 "trading day" shall mean a day upon
which shares can be traded on The New York Stock Exchange.
4.7 In the event of Completion occurring on any date other than 30 September
1997 the date of Completion shall be 30 September for the purposes of the
financial statements to be prepared as at 30 September 1997.
4.8 If prior to Completion Regulation S of the Securities Act of 1933 is
amended so that Unrestricted Stock can not be freely transferred in the
United States of America following 40 days of its issue then the Managers
who would otherwise be having Unrestricted Stock issued to them shall
instead be entitled at their election to receive cash in respect of their
shares, calculated on the same basis as they would have received cash if
they had so elected at today's date.
5. WARRANTIES
5.1 The Managers jointly and severally warrant to the Buyer that each Warranty
and Additional Warranty is true and accurate. Without prejudice to the
meaning of the foregoing sentence in the case of the Second Group Managers
each of the Warranties shall be deemed to be given only insofar as that
individual is aware of the facts and matters which are the subject of that
Warranty. Each of the Warranties are separate and independent
representations and the Buyer shall have a separate claim and right of
action in respect of every breach provided always that the Buyer shall not
be entitled to recover twice for loss arising from the same breach.
5.2 Subject to clause 5.3, if a Warranty is untrue or inaccurate whether or
not that Warranty also constitutes a misrepresentation which the Buyer
relied on in entering this Agreement:
5.2.1 the Buyer's only remedy in respect of the Warranty is in damages
for breach of clause 5.1 (which may include reasonable legal fees
if so awarded by a competent Court);
5.2.2 the Sellers (including, for the avoidance of doubt, the Managers)
are not liable (in equity or tort, under the Misrepresentation Act
1967 or in any other way) in respect of the misrepresentation save
in damages for breach of clause 5.1; and
5.2.3 except as set out in clause 3.5, the Buyer may not terminate or
rescind this Agreement as a result of breach of the Warranty or the
misrepresentation.
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5.3 Clause 5.2 does not affect the Sellers' liability or the Buyer's rights or
remedies in respect of a fraudulent misrepresentation.
5.4 The Warranties are qualified by reference to any matter or thing which is
fairly disclosed in this Agreement, or is fairly disclosed in the
Disclosure Letter or in any of the documents annexed to the Disclosure
Letter.
5.5 Each Warranty is to be construed independently and (except where this
Agreement provides otherwise) is not limited by a provision of this
Agreement or another Warranty.
5.6 Save for any claims in respect of any breach of the warranties or any
delay in the discovery of such breach, arising as a result of fraud,
schedule 5 operates to limit or exclude, as the case may be, the Managers'
liability for Relevant Claims. Provided always that the limitation
contained in paragraph 3 of schedule 5 shall continue to apply in respect
of all Managers except those guilty of such fraud.
5.7 The Managers waive any right which they may have in respect of a
misrepresentation, inaccuracy or omission in or from information or advice
supplied or given by a Group Company or a director, officer or employee of
a Group Company for the purpose of assisting the Managers to make a
representation, give a Warranty or prepare the Disclosure Letter and the
Managers undertake to the Buyer not to bring any claim to enforce any such
right.
5.8 Between the execution of this Agreement and Completion the Managers shall
ensure that each Group Company shall (unless the Buyer otherwise
consents):
5.8.1 not create, allot, issue, acquire, repay or redeem any share or
loan capital or agree, arrange or undertake to do any of those
things or acquire or agree to acquire, an interest in a corporate
body, association or partnership;
5.8.2 operate its business only in the ordinary course of business
(consistent with past custom and practice in the previous year) and
so as to maintain that business as a going concern;
5.8.3 not acquire or dispose of, or agree to acquire or dispose of, an
asset except in the usual course of its business (consistent with
past custom and practice since 30 March 1996) 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;
5.8.4 not declare, pay or make a dividend or distribution or make any
other payment to any Seller or person connected with a Seller save
for a payment by way of remuneration or repayment of expenses in
the ordinary course of business;
5.8.5 not pass a shareholders' resolution;
5.8.6 not create, or agree to create, an Encumbrance over the Property or
another asset or redeem, or agree to redeem, an existing
Encumbrance over the Property or another asset;
-12-
<PAGE>
5.8.7 not amend the terms of employment or engagement (except in the
usual course of business) of a Manager or provide or agree to
provide a gratuitous payment or benefit to a Manager (or any of
their dependants);
5.8.8 not start litigation or arbitration proceedings save that this
shall not apply in relation to the litigation matters disclosed in
the Disclosure Letter;
5.8.9 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 save that this shall not apply in relation to the
litigation matters disclosed in the Disclosure Letter;
5.8.10 conduct its business in all material respects in accordance with
all applicable legal and administrative requirements in any
jurisdiction;
5.8.11 not enter into an agreement, arrangement or obligation (legally
enforceable or not) in which the Sellers or a person connected with
any of them is interested; and
5.8.12 not authorise or agree to take any of the foregoing action.
Provided that nothing in this clause 5.8 shall prevent the issue of C
Redeemable Shares in the Company or the execution of the Employment
Contracts.
5.9 The Warranties and the Additional Warranties shall be deemed to be
repeated immediately before Completion as if made at such time. Between
execution of this Agreement and Completion the Managers shall notify the
Buyer if any of them becomes aware of a fact or circumstance which would
constitute a breach of clause 5.1. Provided that for the avoidance of
doubt this clause shall only give the Buyer the right to terminate this
Agreement for the non-fulfilment of the condition in clause 3.1.5 and it
shall not give the right to bring an action in damages against the
Managers unless they knowingly breach the obligation to notify set out in
this clause.
6. FURTHER UNDERTAKINGS BY THE MANAGERS
6.1 For a period ending on the earlier, in the case of each Manager, of the
date upon which that Manager ceases to be employed by the Company (save as
a result of the Manager voluntarily resigning) and the third anniversary
of Completion, in the case of any First Group Manager, or the second
anniversary of Completion, in the case of any Second Group Manager, the
Managers separately undertake not to directly or indirectly:
6.1.1 operate, or be engaged, concerned or interested in, or assist, a
business which competes, directly or indirectly, with a business of
a Group Company as operated at the date of this Agreement in a
territory in which the business is operated at that date, whether
alone or jointly with, through or as manager, adviser, consultant
or agent for another person; or
6.1.2 solicit the custom of any customer of a Group Company in the 12
months prior to Completion with respect to goods competitive with
those manufactured by any Group Company immediately prior to
Completion; or
-13-
<PAGE>
6.1.3 solicit or endeavour to entice any person who during the period of
twelve months prior to Completion was an employee of any Group
Company likely (in the reasonable opinion of the Buyer) to be in
possession of confidential information relating to, or able to
influence the customer connection of the Group, to leave the
service or employment of any Group Company; or
6.1.4 do or say anything which is harmful to a Group Company's reputation
or which may lead a person to cease to deal with a Group Company on
substantially equivalent terms to those previously offered or at
all; or
6.2 The Managers separately undertake not to directly or indirectly disclose,
use or fail to maintain the confidentiality of any non-public information
belonging to any Group Company immediately prior to Completion save as
would otherwise be permitted pursuant to clause 9.2.
6.3 Each restriction in clauses 6.1 and 6.2 constitutes an entirely
independent restriction on each of the Managers.
6.4 Each undertaking contained in this clause 6 is and shall be construed as
separate and severable and if one or more of the undertakings is held to
be against the public interest or unlawful or in any way an unreasonable
restraint of trade or unenforceable in whole or in part for any reason,
the remaining undertakings, or parts thereof (as appropriate), shall
continue to bind the Managers.
6.5 If any undertaking contained in this clause 6 is found to be void but
would be valid if the period of application were reduced or if some part
of the undertaking were deleted, the undertaking in question shall apply
with such modification as may be necessary to make it valid and effective.
7. EMPLOYMENT CONTRACTS
7.1 It is acknowledged by each of the Managers that as part of the sale and
purchase of the Shares each Manager will be required (without any further
payment) to enter into an Employment Contract which includes a provision
that the Group Company which employs him can upon his employment ceasing
require him not to take alternative employment for one year after such
termination provided that the relevant Group Company pays him (in addition
to any other statutory amount to which he may be entitled on termination)
an amount equal to the amount of his net remuneration (including, on a pro
rata basis, the annual performance related bonus to which he would be
entitled) received for the year prior to the date of such termination.
7.2 The Buyer undertakes to each Manager that during the period of 3 years
from Completion it will cause the relevant Group Companies to maintain a
compensation structure for the Managers a significant portion of which
shall be based on the performance of the business and which shall result
in target pay in each calendar year not less than the 1997 target pay set
out in Annex 22 to the Disclosure Letter.
-14-
<PAGE>
8. BUYER'S WARRANTIES
8.1 Waters and Technologies warrant that neither they or their advisers are
aware of any matter, fact or circumstances which gives rise to a breach of
any of the Additional Warranties.
8.2 Waters and Technologies warrant that their obligations under this
Agreement, the Promissory Notes and Management Stock Acquisition
Agreements will be enforceable in accordance with the terms of the
relevant agreement.
9. ANNOUNCEMENTS
9.1 Subject to clause 9.2, no party may, before or after Completion, make or
send a public announcement, communication or circular concerning the
transactions referred to in this Agreement unless it has first obtained
the written consent of the Buyer, Robert Williams and Carl Parker, which
may not be unreasonably withheld or delayed.
9.2 Clause 9.1 does not apply to a public announcement, communication or
circular:
9.2.1 required by law or a regulation of a stock exchange (including for
the avoidance of doubt the filing of accounts in respect of the
Group with the Securities and Exchange Commission), if the party
required to make or send it has, if practicable, first consulted
and taken into account the reasonable requirements of the other
party; or
9.2.2 made or sent by the Buyer after Completion to a customer, client,
supplier or employee of any Group Company informing it of the
Buyer's purchase of the Shares; or
9.2.3 which is in an agreed form at today's date.
10. COMPETITION
If there are provisions of this Agreement (or of an agreement or
arrangement of which it forms part) by virtue of which particulars of this
Agreement (or of an agreement or arrangement of which it forms part) are,
at the date of this Agreement, required to be furnished to the Director
General of Fair Trading under the Restrictive Trade Practices Acts 1976
and 1977 those provisions do not take effect until the day after those
particulars have been furnished.
11. COSTS
Except where this Agreement provides otherwise, the Sellers on the one
hand and the Buyer on the other hand shall pay their own respective costs
relating to the negotiation, preparation, execution and performance by it
of this Agreement and of each document referred to in it.
12. GENERAL
12.1 A variation of this Agreement is valid only if it is in writing and signed
by or on behalf of the Buyer, Robert Williams and each of the Sellers
listed in Part III of schedule 1.
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<PAGE>
12.2 The failure to exercise or delay in exercising a right or remedy provided
by this Agreement or by law does not constitute a waiver of the right or
remedy or a waiver of other rights or remedies. No single or partial
exercise of a right or remedy provided by this Agreement or by law
prevents further exercise of the right or remedy or the exercise of
another right or remedy.
13. ENTIRE AGREEMENT
13.1 This Agreement constitutes the entire agreement among the parties, and
supersedes any previous agreements between the parties relating to the
subject matter.
13.2 The Buyer acknowledges that it has not relied on or been induced to enter
into this Agreement by a representation other than those set out in this
Agreement.
13.3 None of the Sellers is liable to the Buyer (in equity, contract or tort,
under the Misrepresentation Act 1967 or in any other way) for a
representation that is not set out in this Agreement.
13.4 Clause 13 does not affect the Sellers' liability in respect of a
fraudulent misrepresentation.
14. ASSIGNMENT
A party may not assign or transfer or purport to assign or transfer any of
its rights or obligations under this Agreement, provided that on or prior
to Completion, the Buyer may either assign all of its rights under this
Agreement to any Buyer's Group Undertaking or the Buyer may assign the
benefit of this Agreement to its lenders as collateral security provided
always that the Buyer shall remain liable to perform its obligations
hereunder notwithstanding any such assignment.
15. NOTICES
15.1 A notice or other communication under or in connection with this Agreement
shall be in writing and shall be delivered personally or sent by first
class (or air mail if overseas) post pre-paid recorded delivery to the
party due to receive the notice or communication, at its address set out
in this Agreement or another address specified by that party by written
notice to the other.
15.2 In the absence of evidence of earlier receipt, a notice or other
communication is deemed given:
15.2.1 if delivered personally, when left at the address referred to in
clause 15.1;
15.2.2 if sent by mail except air mail, two days after posting it; and
15.2.3 if sent by air mail, six days after posting it;
16. GOVERNING LAW AND JURISDICTION
16.1 This Agreement is governed by English law.
16.2 The courts of England have exclusive jurisdiction to hear and decide any
suit, action or proceedings, and to settle any disputes, which may arise
out of or in connection with this
-16-
<PAGE>
Agreement (respectively, "PROCEEDINGS" and "DISPUTES") and, for these
purposes, each party irrevocably submits to the jurisdiction of the courts
of England.
16.3 All parties irrevocably waive any objection which they might at any time
have to the courts of England being nominated as the forum to hear and
decide any Proceedings and to settle any Disputes and agree not to claim
that the courts of England are not a convenient or appropriate forum.
16.4 Process by which any Proceedings are begun in England may be served on the
Sellers by being delivered either in accordance with clause 15 or, in the
case of the Buyer, to the Managing Director at Floats Road, Wythenshawe,
Manchester, M23 9LE with a copy to the Chief Financial Officer at the
Buyer who is irrevocably authorised to accept service on behalf of the
Buyer. Nothing contained in clause 16.4 affects the right to serve
process in another manner permitted by law.
17. EXCLUSIVITY
The Sellers agree not, prior to the Completion Date, directly or
indirectly through any connected person or adviser to enter into any
discussion, negotiation, agreement or arrangement with any person except
the Buyer or its subsidiaries, their employees and advisers with respect
to a sale of a Group Company (whether by way of sale of shares or the sale
of substantially all of the assets of a Group Company or by merger, tender
offer or otherwise).
18. SPECIFIC PERFORMANCE
The Managers acknowledge that damages would not be an adequate remedy for
a breach of this Agreement and that the Buyer is entitled to the remedies
of injunction, specific performance and other equitable relief for any
threatened or actual breach.
19. ACCESS
The Managers shall allow the Buyer and its employees reasonable access to
the Property and to the Managers provided that nothing in this clause
shall oblige the Managers to reveal trade secrets or information of a
confidential nature. The Buyer agrees to keep all confidential
information so received confidential and to comply with the terms of a
confidentiality undertaking entered into with Micromass Limited in respect
of such information.
20. FURTHER ASSISTANCE
20.1 The Managers will use their reasonable endeavours to procure the release,
at Completion, of securities held by Bank of Scotland plc and Barclays
Bank plc over the Group Companies' assets and provide details which would
be sufficient to enable the redemption of debt and all forward exchange
and swap contracts at the option of the Buyer, provided that nothing shall
oblige any of them to pay any sum of money or incur any personal liability
to obtain such release.
20.2 It is acknowledged by the Managers and the Buyer that financial statements
in respect of the Group have to be filed with the Securities and Exchange
Commission in respect of the 9 months ending 30 September 1997 within 75
days of Completion.
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<PAGE>
21. COUNTERPARTS
This Agreement may be executed in any number of counterparts each of which
when executed and delivered is an original, but all the counterparts
together constitute the same document.
22. EFFECT OF COMPLETION
The terms of this Agreement (insofar as not performed at Completion and
subject as specifically otherwise provided in this Agreement) shall
continue in force after and notwithstanding Completion. In particular,
without limitation, the remedies of the Buyer in respect of any breach of
clause 5.1 shall continue to subsist notwithstanding Completion.
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<PAGE>
SCHEDULE 1
THE SELLERS AND THEIR SHAREHOLDINGS
PART I
FIRST GROUP MANAGERS
========================================================================
NAME AND ADDRESS NO. OF "A" NO. OF MAXIMUM
ORDINARY SHARES "C" LIABILITY
DEFERRED
SHARES
========================================================================
Robert Williams 40,000 15,930 1,663,914
Deneside
17 Withdean Road, Brighton,
Sussex
BN1 5BL
- ------------------------------------------------------------------------
Robert Williams and 14,130 0 420,367
Valerie Warren as
Trustees of
Williams Childrens
Trust (address as
above)
- ------------------------------------------------------------------------
Robert Williams and Valerie 8,480 0 252,279
Warren as Trustees of the
Valerie Warren Life Interest
Trust (address as above)
- ------------------------------------------------------------------------
Norman Lynaugh 78,540 0 2,336,560
56 Ivydene Court Pickenham
Close Macclesfield,
Cheshire SK11 8XF
- ------------------------------------------------------------------------
Tony Hickson 0 28,560 849,658
14 Connaught Square London
W2 2HG
- ------------------------------------------------------------------------
Bob Bateman 14,280 14,280 849,658
15 Lynton Close Knutsford,
Cheshire WA16 8BH
========================================================================
-19-
<PAGE>
=======================================================================
NAME AND ADDRESS NO. OF "A" NO. OF MAXIMUM
ORDINARY SHARES "C" LIABILITY
DEFERRED
SHARES
=======================================================================
Paul Robinson 11,560 17,000 849,658
75 Pickmere Lane Wincham,
Northwich, Cheshire CW9 6EB
=======================================================================
-20-
<PAGE>
PART II
========================================================================
NAME AND ADDRESS NO. OF "A" NO. OF MAXIMUM
ORDINARY SHARES "C" LIABILITY
DEFERRED
SHARES
========================================================================
Gerard Van Der Laan 28,560 0 849,658
Irene Laan 23
3781 V H Voorthizen
The Netherlands
- ------------------------------------------------------------------------
John Race 14,280 14,280 849,658
19 Summerfields Village Court
Ringstead Drive Wilmslow
Cheshire SK9 2TF
- ------------------------------------------------------------------------
John Dunstan 28,560 0 849,658
30 Mossley Road
Ashton under Lyne
Lancs OL6 9RX
- ------------------------------------------------------------------------
John Bill 15,708 12,852 849,658
207 Crewe Road Sandbach
Cheshire CW11 4PZ
- ------------------------------------------------------------------------
Brian Green 5,712 22,848 849,658
18 Kenilworth Road
Sale
Cheshire M33 5FB
- ------------------------------------------------------------------------
Tim Riley 28,560 0 849,658
3552 Creekside Drive Ann
Arbour Michigan 48105, USA
- ------------------------------------------------------------------------
Peter Bott 8,568 5,712 424,829
14 Pear Tree Drive Wincham
Northwich
Cheshire CW11 4PZ
========================================================================
-21-
<PAGE>
========================================================================
NAME AND ADDRESS NO. OF "A" NO. OF MAXIMUM
ORDINARY SHARES "C" LIABILITY
DEFERRED
SHARES
==========================================================================
Chris Porter 10,710 3,570 424,829
30 Ridgeway
Lawton
Warrington
Cheshire
- ------------------------------------------------------------------------
Mark Wright 14,280 0 424,829
29 Crouchley Lane
Lymm
Cheshire WA13 OAS
- ------------------------------------------------------------------------
Tim Davis 2,856 11,424 424,829
Beech Cottage
Alderley Road
Mottram St Andrew Cheshire
- ------------------------------------------------------------------------
Philip Tatterton 14,280 0 424,829
43 Brookside Avenue Poynton,
Cheshire
- ------------------------------------------------------------------------
Charles Smith 2,142 12,138 424,829
6 Reedmere Walk
Comberbach
Northwich
Cheshire CW9 6BZ
- ------------------------------------------------------------------------
Malcolm Owens 780 13,500 424,829
18 Derwent Avenue
Chorlton cum Hardy
Manchester M21 2QP
- ------------------------------------------------------------------------
Philip McCurry 2,856 11,424 424,829
14 Aylesbury Close
Knutsford
Cheshire WA16 8AE
========================================================================
-22-
<PAGE>
========================================================================
NAME AND ADDRESS NO. OF "A" NO. OF MAXIMUM
ORDINARY SHARES "C" LIABILITY
DEFERRED
SHARES
========================================================================
Stuart Jarvis 3,570 10,710 424,829
90 Shakespeare Crescent
Eccles
Manchester M30 0PE
- ------------------------------------------------------------------------
Jeremy Batt 2,856 11,424 424,829
1 New Cottages
Hatton Lane
Hatton
Cheshire WA4 4DB
- ------------------------------------------------------------------------
Torlief Lavold 14,280 0 424,829
Trastvagen 7
S-18275 Stocksund
Sweden
- ------------------------------------------------------------------------
Stefan Krolik 14,280 0 424,829
2492 Tarpan Heights
St Lazare
Quebec J7T ZAI
- ------------------------------------------------------------------------
Patrick Turner 9,520 0 283,219
61 Altrincham Road
Wilmslow
Cheshire SK9 5NH
========================================================================
-23-
<PAGE>
PART III
==============================================================================
NAME AND ADDRESS NO OF "A" NO. OF NO. OF B NO. OF
ORDINARY "B" REDEEMABLE PREFERENCE
SHARES ORDINARY SHARES SHARES
SHARES
==============================================================================
Micromass Employee 30,000 0 0 0
Share Scheme
Limited
c/0 Micromass
Limited
- ------------------------------------------------------------------------------
SUK 0 158,954 198,693 2,360,706
BOF III
Nominees
Limited
- ------------------------------------------------------------------------------
SUK 0 31,087 38,859 461,687
III Nominees
Limited
- ------------------------------------------------------------------------------
SUK BOF 0 100,918 126,146 1,498,774
III Nominees
Limited
- ------------------------------------------------------------------------------
SUK 0 1,330 1,662 19,746
III Nominees
Limited
- ------------------------------------------------------------------------------
SUK VF IV 0 74,627 93,284 1,108,318
Nominee Limited
- ------------------------------------------------------------------------------
Schroder Venture Managers
Inc 0 31,446 39,307 467,014
- ------------------------------------------------------------------------------
Schroder Venture Managers
Inc 0 6,987 8,735 103,781
- ------------------------------------------------------------------------------
Codan Trust
Company Limited 0 11,069 13,836 164,389
==============================================================================
-24-
<PAGE>
==============================================================================
NAME AND ADDRESS NO OF "A" NO. OF NO. OF B NO. OF
ORDINARY "B" REDEEMABLE PREFERENCE
SHARES ORDINARY SHARES SHARES
SHARES
==============================================================================
Schroder Venture Managers
Limited 0 249 311 3,695
==============================================================================
-25-
<PAGE>
SCHEDULE 2
INFORMATION ABOUT THE COMPANY
AND THE SUBSIDIARY UNDERTAKINGS
PART I: THE COMPANY
MICROMASS LIMITED
1. Authorised Share Capital (Pounds)125,863.64 divided into 419,348 "A"
Ordinary Shares of 1p each, 416,667 "B" Ordinary
Shares of 1p each, 520,833 "B" Redeemable
Ordinary Shares of 1p each, 205,652 "C" Deferred
Shares of 1p each, 211,364 "C" Redeemable Shares
of 1p each and 10,812,500 Preference Shares of
1p each.
2. Issued share capital: 419,348 "A" Ordinary Shares of 1p each, 416,667
"B" Ordinary Shares of 1p each, 520,833 "B"
Redeemable Ordinary Shares of 1p each, 205,652
"C" Deferred Shares of 1p each and 6,188,110
Preference Shares of 1p each.
3. Directors: Norman Lynaugh
Robert Williams
Tony Hickson
Robert Bateman
Paul Robinson
Carl Parker
Henry Simon
4. Secretary: Paul Robinson
5. Accounting reference date: 31 December
6. Auditors: KMPG
-26-
<PAGE>
PART II: THE SUBSIDIARY UNDERTAKINGS
MICROMASS UK LIMITED
1. Registered number: 3162904
2. Date of incorporation: 22 February 1996
3. Place of incorporation: England and Wales
4. Address of registered office: Floats Road, Wythenshawe,
Manchester M23 9LZ
5. Type of company: Private Limited Company
6. Authorised share capital: (Pounds)1,100,000 divided into
1,100,000 shares of (Pounds)1
each
7. Issued share capital: (Pounds)1,100,000 divided into
1,100,000 shares of (Pounds)1
each
8. Percentage owned by the Company
(* denotes indirect ownership): 100%*
9. Directors: Robert Bateman
John Bill
John Dunstan
Brian Green
Tony Hickson
Norman Lynaugh
John Race
Tim Riley
Paul Robinson
Gerard Van Der Laan
Robert Williams
10. Secretary: Paul Robinson
-27-
<PAGE>
11. Accounting reference date: 31 December
12. Auditors: KMPG
-28-
<PAGE>
MICROMASS INTERNATIONAL LIMITED
1. Registered number: 3123043
2. Date of incorporation: 7 November 1995
3. Place of incorporation: England and Wales
4. Address of registered office: Floats Road, Wythenshawe,
Manchester M23 9LZ
5. Type of company: Private Limited Company
6. Authorised share capital: (Pounds)1,600,000 divided into
1,600,000 shares of (Pounds)1
each
7. Issued share capital: 1,600,000 shares of (Pounds)1
each
8. Percentage owned by the Company
(* denotes indirect ownership): 100%
9. Directors: Robert Williams
Norman Lynaugh
10. Secretary: Paul Robinson
11. Accounting reference date: 31 December
12. Auditors: KMPG
-29-
<PAGE>
MICROMASS, INC
1. Registered number: 04-3305506
2. Date of incorporation: 1 March 1996
3. Place of incorporation: The Commonwealth of
Massachusetts, USA
4. Address of registered office: 100 Cummings Center, Ste 407N
Beverly MA 01915-6101
5. Type of company: Corporation
6. Authorised share capital: 200,000 shares
7. Issued share capital: 3,044 shares
8. Percentage owned by the Company
(* denotes indirect ownership): 100%*
9. Directors: Robert Williams
Timothy Riley
10. Secretary: Susan Holleran
11. Accounting reference date: 31 December
12. Auditors: KPMG Peat Marwick LLP
-30-
<PAGE>
MICROMASS CANADA INC
1. Registered number: 323621-8
2. Date of incorporation: 3 March 1996
3. Place of incorporation: Canada
4. Address of registered office: Suite 605, 1000 St John's Road,
Pointe Clare, Quebec H9R 5P1
5. Type of company: Limited
6. Authorised share capital: C$625,000
7. Issued share capital: C$625,000
8. Percentage owned by the Company
(* denotes indirect ownership): 100%*
9. Directors: Stafan Krolik, Robert A
Williams, Claude Bourdorrous
10. Secretary: Diane Huguenin
11. Accounting reference date: 31 December
12. Auditors: N/A
-31-
<PAGE>
MICROMASS BV
1. Registered number: 32063035 Chamber of Commerce,
Hilversum
2. Date of incorporation: 20 December 1979
3. Place of incorporation: Weesp, Holland
4. Address of principal place of business: Flevolaan 9, 1382 JX Weesp
5. Type of company: Besloten Vennootschap
6. Authorised share capital: NLG 600,000
7. Issued share capital: NLG 200,000
8. Percentage owned by the Company
(* denotes indirect ownership): 100%*
9. Directors: Gerard Van der Laan
Robert Williams
10. Secretary: None
11. Accounting reference date: 31 December
12. Auditors: KPMG, Amersfoort
-32-
<PAGE>
MICROMASS GMBH
1. Registered number: HRB 1970
2. Date of incorporation: 12 August 1996
3. Place of incorporation: Frankfurt, Germany
4. Address of registered office: Am Franweld 8, D-65510
Idstein, Germany
5. Type of company: Gesellschaft mit beschrankker
Haftung
6. Authorised share capital: N/A
7. Issued share capital: DM 50.000
8. Percentage owned by the Company
(* denotes indirect ownership): 100%*
9. Directors: Board of Directors:
Gerard P van der Laan
Robert A Williams
10. Secretary: N/A
11. Accounting reference date: 31 December
12. Auditors: KPMG, Wiesbaden
-33-
<PAGE>
MICROMASS A.G.
1. Registered number: N/A
2. Date of incorporation: 14 January
3. Place of incorporation: Sissach, Switzerland
4. Address of registered office: Ittingerstrasse 12, CH-4450
Sissach, Switzerland
5. Type of company: Aktiengesellschaft (AG)
6. Authorised share capital: None
7. Issued share capital: CHF 100,000
8. Percentage owned by the Company
(* denotes indirect ownership): 100%*
9. Directors: Robert Williams
Gerard van der Laan
10. Secretary: Gerard van der Laan is allowed
to sign for the company
11. Accounting reference date: 31 December
12. Auditors: Controlla Revisions AG,
Fravenfeld
-34-
<PAGE>
MICROMASS SARL
1. Registered number: R.C.S. Lyon B 404 852 402
2. Date of incorporation: 19 April 1996
3. Place of incorporation: Paris, France (followed by a
transfer to Villeurbanne (Lyon)
4. Address of registered office: 16 rue de Brosses, Villeurbannne
(F.691000)
5. Type of company: Limited with a single
shareholder
6. Authorised share capital: FrF 50,000
7. Issued share capital: FrF 50,000
8. Percentage owned by the Company
(* denotes indirect ownership): 100%*
9. Directors: Robert Williams
Gerard Van der Laan
10. Secretary: None
11. Accounting reference date: 31 December 1996
12. Auditors: KPMG (Lyon office)
-35-
<PAGE>
MICROMASS A.B.
1. Registered number: 556514-9738
2. Date of incorporation: 13 August 1996
3. Place of incorporation: Sweden
4. Address of registered office: Kemistvagen 17, 18334 Taby,
Sweden
5. Type of company: Aktiebolag
6. Authorised share capital: SKR 50,000
7. Issued share capital: SKR 50.000
8. Percentage owned by the Company
(* denotes indirect ownership): 100%
9. Directors: Board of Directors:
Thorleif Lavold
Gerard P van der Laan
Robert A Williams
10. Secretary: N/A
11. Accounting reference date: 31 December
12. Auditors: Wasberg Redovising AB, Bromma
-36-
<PAGE>
SCHEDULE 3
ITEMS FOR DELIVERY BY THE SELLER AT COMPLETION
1. Executed transfer(s) in respect of 25.1% of each class of the Shares to
Waters and 74.9% of each class of the Shares to Technologies and in both
cases the share certificate(s) for the Shares.
2. Executed powers of attorney, in the agreed form, from each of the Managers
in favour of the Buyer or its nominee(s) generally in respect of the
Shares and which enables the Buyer or its nominee(s) to attend and vote at
general meetings of the Company.
3. In relation to the companies which are registered in the United Kingdom
the common seal (if any) of each Group Company and each register, minute
book and other book required to be kept by each Group Company made up to
the date of Completion and each certificate of incorporation and
certificate of incorporation on change of name for each Group Company.
4. A letter, in the agreed form, executed as a deed from each present
director and secretary of each Group Company in each case acknowledging
that the writer has no claim against a Group Company for compensation for
loss of office or otherwise and in the case of Henry Simon and Carl
Parker resigning their respective office (with effect from the end of the
meeting held pursuant to clause 4.3).
5. The executed Employment Contracts.
6. A letter from Bank of Scotland plc and Barclays Bank plc agreeing the
release and discharge of each guarantee and charge of each Group Company
to Bank of Scotland plc and Barclays Bank plc securing any Indebtedness
and releasing the Sellers' Solicitors from their undertaking to hold the
title deeds to the Property upon the receipt of the amounts of money set
out in that letter.
7. A deed executed by each of the Sellers terminating a shareholders
agreement entered into between the Sellers and the Company dated 29 March
1996.
8. The Certificates.
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9. Deed of Covenant from the Optionholders in the agreed form.
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SCHEDULE 4
PART I
WARRANTIES
1. CAPACITY AND AUTHORITY
1.1 INCORPORATION AND EXISTENCE
Each Group Company is a limited liability company or corporation
incorporated in the relevant jurisdiction set out in schedule 2 has been
in continuous existence since incorporation and in the case of Micromass
Inc and Micromass Canada Inc. is in good standing.
1.2 RIGHT, POWER, AUTHORITY AND ACTION
1.2.1 Each of the Managers has the right, power and authority and has taken all
action necessary to execute and deliver, and to exercise his rights and
perform his obligations under, this Agreement and each document to be
executed at or before Completion, and the First Group Managers are not
aware of any impediment to the enforceability of any such agreements
against any Seller.
1.2.2 Each Group Company has the right, power and authority to conduct its
business as conducted at the date of this Agreement in any relevant
jurisdiction in which it conducts its business.
1.3 BINDING AGREEMENTS
Each of the Managers' obligations under this Agreement and each document
he is to execute at or before Completion are, or when the relevant
document is executed will be, enforceable in accordance with their terms.
2. SHARES AND SUBSIDIARY UNDERTAKINGS
2.1 THE SHARES
2.1.1 The Shares comprise the whole of the Company's allotted and issued share
capital, have been properly allotted and issued and are fully paid or
credited as fully paid.
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2.1.2 There is no Encumbrance, and there is no agreement, arrangement or
obligation to create or give an Encumbrance, in relation to any unissued
shares in the capital of a Group Company. No Manager has received written
notification from a person claiming to be entitled to an Encumbrance in
relation to such shares.
2.1.3 Other than this Agreement, there is no agreement, arrangement or
obligation requiring the creation, allotment, issue, transfer, redemption
or repayment of, or the grant to a person of the right (conditional or
not) to require the allotment, issue, transfer, redemption or repayment
of, a share in the capital of a Group Company (including, without
limitation, an option or right of pre-emption or conversion) or any right
similar to a share which gives the holder the right to participate in any
profits of a Group Company other than by reason of his employment.
2.2 SUBSIDIARY UNDERTAKINGS
2.2.1 The Company does not have and has never had a subsidiary undertaking other
than the Subsidiary Undertakings. No Group Company has an interest in,
nor has it agreed to acquire an interest in, a corporate body, association
or partnership other than the Subsidiary Undertakings.
2.2.2 Each allotted and issued share in the capital of each Subsidiary
Undertaking is legally and beneficially owned by a Group Company alone,
has been properly allotted and issued and is fully paid or credited as
fully paid.
2.2.3 There is no Encumbrance, and there is no agreement, arrangement or
obligation to create or give an Encumbrance, in relation to a share or
unissued share in the capital of a Subsidiary Undertaking. No Manager has
received written notification from a person claiming to be entitled to an
Encumbrance in relation to any of those shares and no Manager is aware of
any such claim.
3. ACCOUNTS
3.1 The Accounts show a true and fair view of the assets, liabilities and
state of affairs of the Company, Micromass UK Limited and Micromass
International Limited and the Group as at the Last Accounting Date and of
the profits and losses of each Group Company and the Group for the
financial period ended on the Last Accounting Date and have been prepared
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in accordance with accounting principles generally accepted in the United
Kingdom as in effect from time to time.
3.2 The US Accounts have been prepared in accordance with US GAAP.
3.3 So far as the Managers are aware the Accounts have not been affected by
any extraordinary, exceptional or non-recurring item resulting in the
profits for the periods covered being unusually high.
3.4 No Group Company is engaged in any financing (including, without prejudice
to the generality of the foregoing, the incurring of any borrowing or any
indebtedness in the nature of acceptances or acceptance credits) of a type
which would not be required to be shown or reflected in the Accounts.
3.5 The audited Accounts for the six months ended 30 June 1997 have been
prepared on a basis consistent with the basis upon which the accounts of
the Group have been prepared in respect of the nine months ended 31
December 1996.
3.6 The Managers are not aware of any material inconsistencies between the
basis upon which the Accounts were prepared and the basis upon which the
management accounts for the financial periods from 31 December 1994 to 31
December 1995 (which are attached to the Disclosure Letter) have been
prepared, other than as referred to in a report prepared by KPMG Audit plc
dated 7 July 1997.
4. CHANGES SINCE THE LAST ACCOUNTING DATE
4.1 GENERAL
Since the Last Accounting Date:
4.1.1 each Group Company's business has been operated in the usual
way so as to maintain it as a going concern;
4.1.2 so far as the Managers are aware no material adverse change has
occurred in the financial or trading position of the Group;
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4.1.3 so far as the Managers are aware no material adverse change has
occurred in the assets and liabilities shown in the Accounts
and there has been no reduction in the value of the net
tangible assets of the Group on the basis of the valuations
used in the Accounts.
4.2 SPECIFIC
So far as the Managers are aware, since the Last Accounting Date:
4.2.1 no Group Company has, other than in the usual course of its
business (consistent with past custom and practice since 1
April 1996):
(a) acquired or disposed of, or agreed to acquire or dispose
of an asset having a value exceeding (Pounds)50,000; or
(b) assumed or incurred, or agreed to assume or incur, a
material liability, obligation or expense (actual or
contingent);
4.2.2 no Group Company has factored, sold or agreed to sell a debt;
4.2.3 no Group Company has made, or agreed to make, capital
expenditure exceeding in total (Pounds)50,000 (or its
equivalent at the time) or incurred, or agreed to incur, a
commitment or commitments involving capital expenditure
exceeding in total (Pounds)50,000 (or its equivalent at the
time);
4.2.4 each Group Company's business has not been materially and
adversely affected by the termination, or a change in the
terms, of an important agreement or by the loss of a customer
or supplier or by an abnormal factor not affecting similar
businesses and there is no fact or circumstance which might
have a material and adverse effect on a Group Company's
business;
4.2.5 no Group Company has declared, paid or made a dividend or
distribution (including, without limitation, a distribution
within the meaning of the Taxes Act) except, with respect to
any distribution within the meaning of the Taxes Act, as
provided in the Accounts;
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4.2.6 no Group Company has changed its accounting reference period;
4.2.7 no resolution of the shareholders of a Group Company has been
passed;
4.2.8 no Group Company has created, allotted, issued, acquired,
repaid or redeemed share or loan capital, or made an agreement
or arrangement or undertaken an obligation to do any of those
things; and
4.2.9 no Group Company has made any payment or distribution which
would constitute compensation, a bonus or any similar form of
remuneration to any Seller, person connected to any of the
Sellers, director or employee of the Group Companies, except in
respect of remuneration in the ordinary course of business.
5. ASSETS
5.1 TITLE
So far as the Managers are aware each asset included in the Accounts or
acquired by a Group Company since the Last Accounting Date (other than
stock disposed of in the usual course of business) is:
(a) legally and beneficially owned by the Group Company free and
clear of any Encumbrance;
(b) where capable of possession, in the possession or under the
control of the Group Company; and
(c) in the case of plant and machinery, not unfit for its purpose
having regard to its age and normal wear and tear.
5.2 HIRE PURCHASE AND LEASED ASSETS
The Disclosure Letter sets out particulars of lease or hire, hire
purchase, credit sale or conditional sale agreements to which a Group
Company is a party and pursuant to which the annual liability of such
Group Company in respect of any individual asset exceeds (Pounds)25,000.
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5.3 INTELLECTUAL PROPERTY
5.3.1 Part 1 of schedule 7 contains details of the registered Intellectual
Property Rights and the Intellectual Property Rights for which
applications for registration have been made. So far as the Managers are
aware each Group Company owns all rights, title and interest to, or has
the right to use pursuant to a valid and enforceable licence, all
Intellectual Property necessary for the operation of the business of such
Group Company as presently conducted, including without limitation the
Intellectual Property Rights set out in Part I of schedule 7 free and
clear of all Encumbrances.
5.3.2 All licences to a Group Company of Intellectual Property Rights which are
both material and if not in writing of which the Managers are aware are
listed in Part 2 of schedule 7.
5.3.3 Renewal fees payable in respect of the registered Intellectual Property
Rights have been paid except as indicated in schedule 7 and none of the
registered Intellectual Property Rights have lapsed or been cancelled in
any jurisdiction in which it is registered.
5.3.4 So far as the Managers are aware no Group Company has received written
notice of any civil, criminal, arbitration, administrative or other
proceeding, dispute or claim in any jurisdiction concerning any of the
Intellectual Property Rights and the use of the Intellectual Property
Rights is not restricted by any undertaking given to any third party or to
any court or regulatory body or order made by any court or regulatory
body. No civil, criminal, arbitration, administrative or other proceeding
or claim concerning any of the Intellectual Property Rights is to the
knowledge of the Managers, pending or threatened. So far as the Managers
are aware the conduct of the business of each Group Company does not
infringe or conflict with any Intellectual Property of any third party and
has not infringed or conflicted (so as to have a material adverse effect
on the Group's business as a whole) with the Intellectual Property of any
third party.
5.3.5 So far as the Managers are aware no Group Company has granted (other than
in the ordinary course of business with respect to either implied licences
that may accompany any Group Company's sales of products and their
subsequent use or software licences) a licence, assignment or other
material right in respect of any of the Intellectual Property Rights
other than to a Group Company.
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5.3.6 So far as the Managers are aware no Group Company has been in breach of a
material agreement relating to the use by a Group Company of Intellectual
Property owned by another person.
5.3.7 No Group Company uses, or operates its business under, a name other than
its corporate name.
5.3.8 So far as the Managers are aware, no written notice has been received by
any of the Group Companies from any employee that such employee has a
right or claim to compensation in respect of any of the Intellectual
Property Rights.
5.3.9 The Group Companies have complied with the Data Protection Act 1984 in
the operation of the business of the Group Companies and with any
equivalent or similar legislation relating to the businesses of the Group
Companies outside the United Kingdom.
5.3.10 All the records and systems (including but not limited to computer
systems) and all data and information relating to the business of the
Group Companies is recorded, stored, maintained or operated or otherwise
held by the Group Companies and is not wholly or partly dependent upon
any facilities which are not under the exclusive ownership or control of
the Group Companies.
5.4 DEBTORS
The Disclosure Letter sets out details of debts due to a Group Company as
at 5/9/97 of more than (Pounds)250,000 which were more than 90 days
overdue at that date.
5.5 SUFFICIENCY OF ASSETS
So far as the Managers are aware, each Group Company owns, leases,
possesses a valid licence or otherwise has the legal right to use all
machinery, equipment, and other assets used by such Group Company in the
conduct of its business as conducted on the Last Accounting Date and as
at 31 December 1996 owned, leased, possessed a valid licence or otherwise
had the legal right to use all machinery, equipment and other assets used
by such Group Company in the conduct of its business at that time.
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6. INSURANCE
6.1 INSURANCE OF ASSETS
The Disclosure Letter sets out details of all current insurance policies
which are maintained for the benefit of each Group Company (together the
"POLICIES").
6.2 CLAIMS
No claim is outstanding under any of the Policies and none of the Managers
has received written notification or is otherwise aware of any matter
which might give rise to a material claim under any of the Policies.
7. REAL PROPERTY
7.1 PROPERTY COMPRISES ALL LAND
The Property comprises all land and premises owned, occupied or used by,
or in the possession of, each Group Company and no Group Company has the
freehold title to any land or premises.
7.2 So far as the Managers are aware the content of the Certificates provided
to the Buyer by the Seller's Solicitors are true and accurate.
7.3 No Group Company is a party to or is liable (including without limitation
contingently) in respect of any lease, licence, guarantee or other
covenant in respect of any property save in respect of the leases referred
to in schedule 6.
8. AGREEMENTS
8.1 VALIDITY OF AGREEMENTS
8.1.1 None of the Managers has any knowledge of the invalidity of, or a ground
for termination, avoidance or repudiation of, a material legally binding
agreement, arrangement or obligation to which a Group Company is a party.
So far as the Managers are aware no party with whom a Group Company has
entered into a material legally binding agreement, arrangement or
obligation has given written notice of its intention to terminate, or has
sought to repudiate or disclaim, such agreement, arrangement or
obligation.
8.1.2 So far as the Managers are aware no party with whom a Group Company has
entered into a material legally binding agreement or arrangement is in
material breach of such agreement or arrangement.
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8.2 MATERIAL AGREEMENTS
No Group Company is a party to:-
(a) a material legally binding agreement, arrangement or obligation
entered into other than in the usual course of its business;
(b) a material legally binding agreement, arrangement or obligation
entered into other than by way of a bargain at arm's length;
(c) a material legally binding agreement or arrangement restricting
a Group Company's freedom to operate the whole or part of its
business or to use or exploit any of its assets in any
jurisdiction as it decides;
(d) a material legally binding agreement, arrangement or obligation
by which a Group Company is a member of a joint venture,
consortium, partnership or association (other than a bona fide
trade association); or
(e) an agency or distributorship agreement.
9. TERMS OF TRADE AND BUSINESS
9.1 SUPPLIERS AND CUSTOMERS
During the year ending on the date of this Agreement no substantial
customer or supplier of a Group Company has:
(a) stopped, or so far as the Managers are aware indicated an
intention to stop, trading with or supplying a Group Company;
(b) reduced, or so far as the Managers are aware indicated an
intention to reduce, substantially its trading with or supplies
to a Group Company; or
(c) changed, or so far as the Managers are aware indicated an
intention to change, substantially the terms on which it is
prepared to trade with or supply a Group Company (other than
normal price and quota changes).
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9.2 COMPUTER RECORDS
None of the records, systems, data or information of a Group Company is
recorded, stored, maintained, operated or otherwise wholly or partly
dependent on or held or accessible by any means (including, without
limitation, an electronic, mechanical or photographic process
computerised or not) which are not under the exclusive ownership and
control of the Group Company.
10. EMPLOYEES
10.1 GENERAL
10.1.1 Copies of the contracts of engagement between each Group Company and the
Managers are attached to the Disclosure Letter. No Group Company is a
party to a consultancy contract.
The Disclosure Letter contains copies of the standard terms and
conditions and handbooks for employees employed after 1 April 1996 and
so far as the Managers are aware contains copies of any material
standard terms and conditions and handbooks relating to employees
employed before that date.
10.1.2 There is no employment contract between a Group Company and any of its
employees which cannot be terminated by three months' notice or less
without giving rise to a claim for damages or compensation (other than a
statutory redundancy payment or statutory compensation for unfair
dismissal).
10.1.3 The Disclosure Letter contains details of the terms of the contract of
employment of each of the Managers and those employees who received at
the Last Accounting Date a basic salary in excess of the basic salary of
any Manager working in the same country as that employee ("A KEY
EMPLOYEE").
10.1.4 The basis of the remuneration payable to each Group Company's directors,
other officers and employees is the same as that in force at the Last
Accounting Date. No Group Company is obliged to increase the total
annual remuneration payable to its directors, other officers and
employees by more than 5 per cent. or to increase the rate of
remuneration of a Manager or Key Employee.
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10.1.5 No Group Company owes an amount to a present or former director, other
officer or employee of a Group Company (or his dependant) other than
for accrued remuneration in respect of the current pay period or
reimbursement of ordinary business expenses.
10.1.6 There is no agreement or arrangement between a Group Company and an
employee or former employee with respect to his employment, his ceasing
to be employed or his retirement which is not included in the written
terms of his employment or previous employment. No Group Company has
provided, or agreed to provide, a gratuitous payment or benefit to a
director, officer or employee or to any of their dependants.
10.1.7 No Manager or Key Employee has given or received notice to terminate
his employment.
10.1.8 So far as the Managers are aware, there are no enquiries or
investigations existing, pending or threatened affecting the Company in
relation to any directors, officers, or employees by the Equal
Opportunities Commission, the Commission for Racial Equality or the
Health and Safety Executive or any other bodies with similar functions
or powers in relation to workers.
10.1.9 So far as the Managers are aware, there are no terms or conditions
under which any director, officer or employee of the Company is
employed, nor has anything occurred or not occurred prior to Completion
that may give rise to any claim for sex discrimination, race
discrimination, disability discrimination or equal pay either under
domestic United Kingdom or European Law whether by such director,
officer or employee of a prospective direction, office or employee or
otherwise.
10.1.10 So far as the Managers are aware, there are no Managers or Key
Employees who are on secondment, maternity leave or absent on grounds
of disability or other leave of absence (other than normal holidays or
absence of no more than one week due to illness).
10.1.11 So far as the Managers are aware no Manager or Key Employee has any
claim or right of action against any Group Company including any claim:
(a) in respect of any accident or injury which is not fully
covered by insurance; or
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(b) for breach of any contract of services or for services; or
(c) for loss of office or arising out of or connected with the
termination of his office or employment.
and so far as the Managers are aware no event or inaction has occurred
which could or might give rise to any such claim.
10.2 COMPLIANCE WITH LAW
So far as the Managers are aware each Group Company has complied with
each obligation imposed on it by, and each order and award made under,
statute, regulation, code of conduct and practice, collective agreement,
custom and practice relevant to the relations between it and its
employees or a trade union or the terms of employment of its employees.
10.3 TRADE UNIONS
No Group Company has an agreement or arrangement with a trade union,
works council, staff association or other body representing any of its
employees.
10.4 INCENTIVE SCHEMES
Details of any performance related scheme enjoyed by the Managers are
included in the Disclosure Letter.
11. LIABILITIES
11.1 INDEBTEDNESS
Except as disclosed in the Accounts or in the Disclosure Letter, no
Group Company nor any employee or representative acting on behalf of any
Group Company has outstanding or has agreed to create any Indebtedness
and following the payment in full of the Bank of Scotland plc and
Barclays Bank plc there shall be no outstanding Indebtedness of the
Company or its subsidiaries.
11.2 GUARANTEES AND INDEMNITIES
11.2.1 No Group Company is a party to or is liable (including, without
limitation, contingently) under a guarantee, indemnity or other
agreement to secure or incur a financial or other obligation with
respect to another person's other than a Group Company's obligation.
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11.2.2 No part of the loan capital, borrowing or indebtedness in the nature of
borrowing of a Group Company is dependent on the guarantee or indemnity
of, or security provided by, another person other than a Group Company.
11.3 GRANTS
No Group Company is liable to repay an investment or other grant or
subsidy made to it by a body (including, without limitation, the
Department of Trade and Industry or its predecessor). So far as the
Managers are aware, no fact or circumstance (including, without
limitation, the execution and performance of this Agreement) exists
which might entitle a body to require repayment of, or refuse an
application by any Group Company for, the whole or part of a grant or
subsidy.
12. PERMITS
12.1 COMPLIANCE WITH PERMITS
So far as the Managers are aware no Group Company has received written
notification that:-
12.1.1 it is in breach of any permits it requires to carry on its business;
12.1.2 that the grantor of any such permit intends to terminate, suspend or
vary such permit.
13. INSOLVENCY, WINDING UP ETC.
13.1 WINDING UP AND ADMINISTRATION
No order has been made, petition presented or resolution passed for the
winding up of a Group Company or for the appointment of a provisional
liquidator to a Group Company or for an administration order in respect
of a Group Company.
13.2 RECEIVERSHIP
No receiver or receiver and manager has been appointed of the whole or
part of a Group Company's business or assets.
13.3 VOLUNTARY ARRANGEMENTS
No voluntary arrangement has been proposed under section 1 of the
Insolvency Act 1986 in respect of a Group Company. No compromise or
arrangement has been proposed, agreed to or sanctioned under section 425
of the Act in respect of a Group Company.
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13.4 INSOLVENCY
No Group Company is insolvent or unable to pay its debts within the
meaning of section 123 of the Insolvency Act 1986.
14. COMPETITION
14.1 UNDERTAKINGS AND ORDERS
So far as the Managers are aware no Group Company has given an undertaking
or written assurance (legally binding or not) to a governmental authority
or an authority of the European Communities or European Economic Area
(including, without limitation, any national competition authority and the
Commission of the European Communities and the EFTA Surveillance
Authority) under the Fair Trading Act 1973, Competition Act 1980,
Restrictive Trade Practices Acts 1976 and 1977, Resale Prices Act 1976,
Treaty of Rome, Agreement on the European Economic Area or other statute
or legal instrument of the United Kingdom or other jurisdiction.
14.2 INVESTIGATIONS
So far as the Managers are aware no Group Company has received a
communication or request in writing for information relating to any aspect
of a Group Company's business from or by the Director General of Fair
Trading, Monopolies and Mergers Commission, Secretary of State for Trade
and Industry, Commission of the European Communities, EFTA Surveillance
Authority or a competition or governmental authority of another
jurisdiction. No agreement, arrangement or conduct (by omission or
otherwise) of a Group Company has been the subject of an investigation,
report, order or regulation or decision by any of those persons or bodies.
14.3 No Group Company is or has been a party to or is or has been concerned in
any agreement, arrangement or concerted practice in respect of which an
application for negative clearance and/or an exemption has been made to
the Commission of the European Communities or the EFTA Surveillance
Authority.
14.4 No Group Company is in a dominant position in a market in the European
Community or the European Economic Area, or a substantial part of a market
in the European Community or European Economic Area, for the purposes of
Article 86 of the Treaty of Rome and/or Article 54 of the Agreement on the
European Economic Area.
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14.5 No Group Company has ever received, nor is expecting to receive, any aid
(in whatever form) from a Member State of the European Communities or from
State resources such as could be regarded as State aid for the purposes of
Articles 92 to 94 of the Treaty of Rome.
15. PENSIONS AND OTHER BENEFITS
15.1 PENSION ARRANGEMENTS
Save as set out in the Disclosure Letter, there are no agreements in
operation for the provision of, or payment of contribution towards, any
pensions, allowances, lump sums or other like benefits on, or after,
retirement or death or during periods of sickness or disablement for the
benefit of any past or present officer, director or employee of a Group
Company or his dependants, nor has any proposal been announced to
establish any such agreement.
15.2 The Micromass Pension Scheme (the "Disclosed Scheme") is an exempt
approved scheme and has been with effect from 14 June 1996 within the
meaning of section 592(1) Taxes Act and the Managers know of no reason why
such approval might be withdrawn or cease to apply. In addition to lump
sum death in service benefits the Disclosed Scheme provides only money
purchase benefits (as defined in section 181 of the Pension Schemes Act
1993) and no promise or assurance (oral or written) has been given to any
beneficiary that his or her benefits under that scheme (other than lump
sum death in service benefits) will be calculated by reference to any
person's remuneration or equate (approximately or exactly) to any
particular amount. All death benefits payable under the Disclosed Scheme
(other than a refund of members' contributions with interest where
appropriate) are fully insured with an insurance company authorised to
carry on long-term insurance business under the Insurance Companies Act
1982.
15.3 All contributions to the Disclosed Scheme have been duly made.
15.4 A contracting-out certificate under the Pension Scheme Act 1993 is in
force covering the employments of all employees or officers of all
participating companies who are members of the Disclosed Scheme and the
Managers know of no circumstance which might cause such certificate to be
withdrawn or cease to apply.
15.5 So far as the Managers are aware the Disclosed Scheme has at all times
been administered in accordance with the provisions of its governing
documentation and so far as the
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Managers are aware the Disclosed Scheme has been administered in
accordance with and complies with all applicable legislation.
15.6 Other than routine claims for benefits the Managers are not aware that
any material claim has been made or threatened in writing against the
trustees or administrator of the Disclosed Scheme or any company
participating therein or against any person whom an Group Company is or
may be liable to indemnify or compensate in respect of any act event
omission or other matter arising out to or in connection with the
Disclosed Scheme and the Group Company is not aware of any circumstances
which may give rise to any such claim.
16. LITIGATION AND COMPLIANCE WITH LAW
16.1 LITIGATION
16.1.1 So far as the Managers are aware no Group Company and no person for
whose acts or defaults any Group Company may be vicariously liable is
involved, or has been involved, in a civil, criminal, arbitration,
administrative or other proceeding in any jurisdiction. None of the
Managers has received a written notification that any civil, criminal,
arbitration, administrative or other proceeding in any jurisdiction is
pending or threatened by or against a Group Company or a person for
whose acts or defaults a Group Company may be vicariously liable.
16.1.2 So far as each Manager is aware, no fact or circumstance exists which
might give rise to a civil, criminal, arbitration, administrative or
other proceeding in any jurisdiction involving a Group Company or a
person for whose acts or defaults a Group Company may be vicariously
liable.
16.1.3 So far as each Manager is aware there is no outstanding judgment, order,
decree, arbitral award or decision of a court, tribunal, arbitrator or
governmental agency in any jurisdiction against a Group Company or a
person for whose acts or defaults a Group Company may be vicariously
liable.
16.2 INVESTIGATIONS
So far as each Manager is aware no Group Company has received written
notification that it is the subject of a governmental investigation or
enquiry in any jurisdiction and so far as each Manager is aware no such
investigations or enquiries are pending or threatened.
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17. CONSTITUTION, REGISTERS AND RETURNS
17.1 CONSTITUTION
Each Group Company is operating and has always operated its business in
all respects in accordance with its memorandum and articles of association
at the relevant time.
17.2 REGISTERS ETC.
Each register, minute book and other book which the Act requires each
Group Company to keep has been properly kept and contains a true, complete
and accurate record of the matters which it is required by the Act to
record in all material respects. No notice has been received or
allegation made that a register or book is incorrect or should be
rectified nor, so far as each Manager is aware, is any such allegation
threatened.
18. TRANSACTIONS WITH CONNECTED PARTIES
18.1 Since 31 December 1996 no Manager (or any person connected with him) has
been involved in any material business arrangement or relationship with
any Group Company (other than the arrangements relating to the services of
such Manager as officer, director or employee of a Group Company) and no
such person owns any material property or right, tangible or intangible,
which is used in the business of any Group Company.
19. BROKERS' FEES
19.1 None of the Group Companies have or shall have any liability to any
broker, finder, investment banker or other person in connection with the
transactions contemplated by this Agreement based upon arrangements made
by any Seller or any Group Company.
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<PAGE>
PART II
ADDITIONAL WARRANTIES
1. INTERPRETATION
1.1 In this schedule the following words have the following meanings:
"ACTIVITIES" means any activity, operation or process carried out by the
Group Companies at the Properties.
"ENVIRONMENT" means any and all living organisms (including without
limitation, man), ecosystems, property and the media of air, water and
land.
"ENVIRONMENTAL LAW" means international, EC or national laws, statutes
(including Part IIA of the Environmental Protection Act 1990 which,
notwithstanding any other provision in this Agreement, shall be deemed to
be in force as at the date of this Agreement) subordinate legislation or
common law, all orders, ordinance, decrees or regulatory codes of
practice, circulars, guidance notes and equivalent controls concerning the
protection of human health or which have as a purpose or effect the
protection or prevention of harm to the Environment or health and safety.
"HAZARDOUS SUBSTANCE" means any natural or artificial substance (whether
solid, liquid, gas, noise, ion, vapours, electromagnetic or radiation, and
whether alone or in combination with any other substance) which is capable
of causing harm to or have a deleterious effect on the Environment.
1.2 All the statements in this Part II are deemed to be made only to the
extent of the Managers knowledge as to facts or circumstances to which the
statements relate.
2. NO UNDISCLOSED LIABILITIES
No Group Company has any actual or contingent liability which the Managers
believe is likely to become a material liability except for (i)
liabilities provided for in the Accounts, (ii) liabilities which have
arisen since the Last Accounting Date in the ordinary course of business
and (iii) liabilities disclosed on the schedules hereto or in the
Disclosure Letter.
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<PAGE>
3. ENVIRONMENTAL MATTERS
3.1 There has not been and there is not present on at or under the Properties
and there is and has been no release, migration, leakage, spill,
discharge, entry, deposit or emission onto or from the Properties of any
Hazardous Substance such that there could be a breach of Environmental
Law.
3.2 There has not been any disposal, storage, release, leakage, migration,
spill, discharge, entry, deposit or emission of any Hazardous Substance
into the Environment caused by the Activities such that there could be a
breach of Environmental Law.
4. TAXATION
4.1 RETURNS, DISPUTES, RECORDS AND CLAIMS
4.1.1 None of the Group Companies is under any liability to pay any penalty,
interest, surcharge or fine in connection with any Tax.
4.1.2 Each of the Group Companies has properly deducted Tax at source and paid
over such Tax in accordance with the system applicable in any relevant
jurisdiction in respect of any income tax "pay as you earn" system, has
duly paid and accounted for all National Insurance, Social Security or
like contribution required by any relevant jurisdiction, has duly withheld
and paid all Taxes required to be withheld and paid by it in connection
with amounts paid or owing to any employer, independent contractor,
creditor, stockholder or other third party, and has complied with all its
reporting obligations in connection with the benefits provided for
employees and directors in accordance with such system.
4.1.3 No Taxation Authority has operated or agreed in writing to operate any
special arrangement (being an arrangement which is not based on relevant
legislation, published practice or convention) in relation to the affairs
of any of the Group Companies.
4.2 DISPOSAL OF ASSETS ETC.
4.2.1 Since the Accounts Date, none of the Group Companies has been involved in
any transaction which has given or may give rise to a liability to Tax on
any of the Group Companies (or would have given or might give rise to such
a liability but for the availability of any relief, allowance, deduction
or credit) other than Tax in respect of normal trading income or receipts
of any of the Group Companies arising from transactions entered into in
the ordinary course of business.
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<PAGE>
4.2.2 None of the Group Companies has been involved in a share for share
exchange or any scheme of reconstruction or amalgamation.
4.3 STAMP DUTY AND DOCUMENTARY TAXES
All documents in the enforcement of which any of the Group Companies is
interested have been duly stamped and all such duty, interest and
penalties have been duly paid.
4.4 VALUE ADDED TAX
4.4.1 Each of the Group Companies is registered for the purposes of the VAT
legislation (or the equivalent tax legislation in each jurisdiction where
it carries on business) ("VAT LEGISLATION") and has made, given, obtained
and kept full, complete, correct and up-to-date records, invoices, and
other documents appropriate or required for the purposes of the relevant
VAT Legislation and, other than as disclosed is not in arrears with any
payment returns due under the VAT Legislation and has not been required by
the relevant authority in any applicable jurisdiction to give security
under the VAT Legislation.
4.4.2 None of the Group Companies is a member of a group of companies for the
purposes of any relevant VAT Legislation other than the group of companies
of which the Company is the representative member.
4.4.3 None of the Group Companies has within the last 12 months been in default
in respect of any accounting period for VAT so as to give rise to any
liability for a surcharge for default under the relevant VAT Legislation.
4.4.4 None of the Group Companies is or has agreed to become an agent, manager
or factor of or fiscal representative of or for any person other than one
of the Group Companies not resident in its jurisdiction for the purposes
of the relevant VAT Legislation and details of any such arrangement are
disclosed in the Disclosure Letter.
4.5 CLEARANCES
The Group Companies have not taken any action in respect of which any
consent or clearance from any Taxation Authority was required save where
such consent or clearance was validly obtained and where any conditions
relating thereto were and will up to Completion, continue to be met and
where nothing to be done pursuant to this Agreement will constitute a
breach thereof.
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<PAGE>
4.6 CONSEQUENCES OF ENTERING INTO THE AGREEMENT
The Group Companies will not become liable to pay any Taxation or suffer
an alteration in the manner in which they are assessed to Taxation, or
lose any relief or allowances otherwise available to them, as a result of
entering into this Agreement or of Completion.
4.7 TAX AVOIDANCE
None of the Group Companies has entered into nor been a party to nor
otherwise been involved in any scheme or arrangement designed wholly or
mainly for the purpose of avoiding or deferring Taxation (which the
Managers believe is likely to be challenged by the Inland Revenue or other
equivalent taxation authority).
4.8 SECONDARY LIABILITY
No transaction act omission or event has occurred (including without
limitation the execution or implementation of this Agreement) in
consequence of which any of the Group Companies is or may be held liable
for any Taxation, or may otherwise be held liable for or to indemnify any
person in respect of any Taxation which is primarily or directly
chargeable against or attributable to any person other than any of the
Group Companies. No transaction act omission or event has occurred which
has resulted or could result in any charge lien security interest
incumbrance or other third party right arising over any of the Group
Companies' assets in respect of unpaid Tax.
4.9 RESIDENCE
4.9.1 Save as disclosed in the Disclosure Letter, each of the Group Companies
is, and will at Completion, be resident for taxation purposes in the
jurisdiction in which such company was incorporated and for the purposes
of Schedule 7 Finance Act 1988 none of the Group Companies have ceased to
reside in the United Kingdom for United Kingdom Taxation purposes pursuant
to a Treasury consent other than a general consent.
4.9.2 None of the Group Companies carries on, and none of the Group Companies
has carried on, any trading activities through a branch or agency or other
permanent establishment, any other business in any jurisdiction other than
that in which it was incorporated.
4.10 TRANSFER PRICING
All transactions entered into by any of the Group Companies (or branch or
permanent establishment of such person in another jurisdiction) with a
person resident in another
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<PAGE>
jurisdiction have been entered into on an arm's length basis and the
consideration (if any) charged or received or paid by any of the Group
Companies on all transactions entered into by it with a person resident
in another jurisdiction has been equal to the consideration which might
have been expected to be charged, received or paid (as appropriate)
between independent persons dealing at arm's length.
4.11 DISTRIBUTIONS
4.11.1 The Company has not made in the last 6 years a distribution except for
dividends shown in the Accounts.
4.11.2 The Company has not, in the previous 10 years, redeemed, repaid or
purchased any of its own shares, or agreed to redeem its share capital
or capitalised or agreed to capitalise in the form of redeemable shares
or debentures any profits or reserves of any class or description.
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<PAGE>
SCHEDULE 5
LIMITATIONS ON THE MANAGERS' LIABILITY
1. No Manager is liable in respect of a Relevant Claim unless the amount that
would otherwise be recoverable from the Managers (disregarding this
paragraph 1) in respect of that Relevant Claim exceeds (Pounds)150,000 in
which case subject to their limitations in this schedule the Managers
shall be liable for the whole amount.
2. No Manager is liable in respect of a Relevant Claim unless and until the
amount that would otherwise be recoverable from the Managers (but for this
paragraph 2) in respect of that Relevant Claim, when aggregated with any
other amount or amounts recoverable in respect of other Relevant Claims
(excluding any amounts in respect of a Relevant Claim for which the
Managers have no liability because of paragraph 1), exceeds
(Pounds)3,000,000 in which case subject to their limitations in this
schedule the Managers shall be liable for the whole amount.
3. The aggregate total liability of each Manager in respect of all Relevant
claims shall not exceed the amount set out against his name in schedule 1.
4. A Manager is not liable in respect of a Relevant Claim unless the Buyer
has given the Managers' Representatives notice of the Relevant Claim
(stating in reasonable detail the nature of the Relevant Claim and, if
practicable, the amount claimed) within 18 months of Completion, save in
respect of a Relevant Claim in respect of any Additional Warranty not
being true and accurate where a Manager shall not be liable unless the
Buyer commences proceedings in respect of such claim before Completion.
5. A Relevant Claim notified in accordance with paragraph 4 and not
satisfied, settled or withdrawn is unenforceable against a Manager on the
expiry of the period of nine months starting on the day of notification of
the Relevant Claim, unless proceedings in respect of the Relevant Claim
have been issued and served on the Manager in accordance with clause 15.
6. A Manager is not liable in respect of a Relevant Claim:
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<PAGE>
6.1 to the extent that the matter giving rise to the Relevant Claim
would not have arisen but for:
6.1.1 an event, act, transaction or omission after Completion at the
request or direction of, or with the acquiescence or consent
of a Buyer's Group Undertaking or a director, employee or
agent of a Buyer's Group Undertaking;
6.1.2 the passing of, or a change in, after the date of this
Agreement a law, rule, regulation, interpretation of the law
or administrative practice of a government, governmental
department, agency or regulatory body or an increase in the
Tax rates or an imposition of Tax, in each case not actually
or prospectively in force at the date of this Agreement;
6.2 to the extent that the matter giving rise to the Relevant Claim
arises wholly or partially from an event, act, transaction or
omission on or before the date the Managers acquired the shares in
the Company and none of Managers were aware of the matter giving
rise to the Relevant Claim;
6.3 to the extent that the amount of the Relevant Claim is an amount
for which a Group Company has actually recovered an amount from, a
person other than another Group Company, whether under a provision
of applicable law, insurance policy or otherwise howsoever;
6.4 if a Buyer's Group Undertaking fails to act in accordance with
paragraph 9 in connection with the matter giving rise to the
Relevant Claim, to the extent the Managers are actually prejudiced
by such failure;
6.5 to the extent that the matter giving rise to the Relevant Claim was
taken into account in computing the amount of an allowance,
provision or reserve in the Accounts.
7. The Buyer undertakes to take all such action as it reasonably could to
enforce any right of recovery it has against or an indemnity from, a
person other than another Group Company, whether under a provision of
applicable law, insurance policy or otherwise.
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<PAGE>
8. The Buyer is not entitled to recover from any one Manager more than once
in respect of any one matter giving rise to a Relevant Claim.
9. If the Buyer becomes aware of a matter which might give rise to a Relevant
Claim:
9.1 the Buyer shall promptly give notice to the Managers' Representatives
of the matter and shall consult with the Managers, Representatives
with respect to the matter;
9.2 the Buyer shall, and shall ensure that each Buyer's Group
Undertaking will at the request of the Managers, provide to the
Managers and their advisers reasonable access to premises and
personnel and to relevant assets, documents and records within each
Buyer's Group Undertaking's power or control (save for information
created or arising after Completion which is the subject of legal
professional privilege) for the sole purposes of investigating the
matter and enabling the Managers to take the action referred to in
paragraph 9.4.1;
9.3 the Managers (at their cost) may upon request to the Buyer take
copies of the documents or records, and photograph the premises or
assets, referred to in paragraph 9.2;
9.4 the Buyer shall and shall ensure that each Buyer's Group Undertaking
will (at the cost of the Managers):
9.4.1 at the request of the Managers, take any action and institute
any proceedings, and give any information and assistance, as
the Managers may reasonably request in order to:
(a) dispute, resist, appeal, compromise, defend, remedy
or mitigate the matter; or
(b) enforce against a person (other than a Group Company)
a Buyer's Group Undertaking's rights in relation to
the matter; and
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<PAGE>
9.4.2 in connection with proceedings related to the matter (other
than against a Group Company) use advisers nominated by the
Managers' Representatives and, if the Managers request, allow
the Managers the exclusive conduct of the proceedings all at
the cost of the Managers,
and in each case on the basis that the Managers shall fully
indemnify each Buyer's Group Undertaking for all reasonable costs
incurred as a result of a request or nomination by the Managers;
9.5 the Buyer shall not, and shall ensure that no Buyer's Group
Undertaking will, admit liability in respect of, or compromise or
settle, the matter without the prior written consent of the
Managers' Representatives (not to be unreasonably withheld or
delayed).
9.6 the Managers agree not to use any information which they are given by
a Group Company pursuant to paragraph 9.4.
10. For the purposes of this schedule 5 the Buyer shall be entitled to assume
and the Managers confirm that the Managers' Representative shall have the
necessary authority to act on behalf of all the Managers where this
schedule 5 permits any action to be taken by the Managers'
Representatives.
11. In assessing any damages or other amounts recoverable for a Relevant Claim
there shall be taken into account any corresponding savings by, or net
benefit to, a Buyer's Group Undertaking which it actually receives.
11.1 If the Managers pay to a Buyer's Group Undertaking an amount in respect of
a Relevant Claim and a Buyer's Group Undertaking subsequently recovers
from another person an amount which relates to the some loss or damage
with respect to the Relevant Claim:
11.1.1 if the amount paid by the Managers in respect of the Relevant
Claim is more than the Sum Recovered, the Buyer shall immediately
pay to the Managers the Sum Recovered by paying to each Manager a
proportion of the Sum Recovered which bears the same proportion to
the Sum Recovered as the amount paid by that
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<PAGE>
Manager in respect of the Relevant Claim bears to the total amount
paid by the Managers in respect of the Relevant Claim; and
11.1.2 if the amount paid by the Managers in respect of the Relevant
Claim is less than or equal to the Sum Recovered, the Buyer shall
immediately pay to each Manager an amount equal to the amount paid
by that Manager in respect of the Relevant Claim.
11.2 For the purposes of paragraph 11.1 "SUM RECOVERED" means an amount equal
to the total of the amount recovered from the other person plus in the
case of a repayment from the UK Inland Revenue any repayment supplement in
respect of the amount recovered from the person under section 825 of the
Taxes Act 1988 plus any interest in respect of the amount recovered from
the person less all reasonable costs incurred by a Buyer's Group
Undertaking in recovering the amount from the person and any tax
liability.
12. Nothing in schedule 5 restricts or limits the general obligation of the
Buyer's Group Undertaking at law to mitigate any loss or damage which it
may incur in consequence of a matter giving rise to a Relevant Claim.
13. If at any time after the date of this Agreement a Manager wants to insure
against liabilities in respect of Relevant Claims, the Buyer shall provide
any information as a prospective insurer may reasonably require before
effecting the insurance.
14. The Buyer shall, and shall ensure that each Group Company will, preserve
all documents, records, correspondence, accounts and other information
whatsoever relevant to a matter which may give rise to a Relevant Claim
for the longer of the period of 18 months following Completion or the
period in which a Relevant Claim remains outstanding.
15. Any payment made by a Manager in respect of a Relevant Claim shall be
treated by that Manager and the Buyer as a reduction in the purchase price
of the Shares to the extent of the payment.
16. The provisions of schedule 5 do not apply to a Relevant Claim if it is
based on a fraudulent misrepresentation by a Manager.
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<PAGE>
SCHEDULE 6
LEASEHOLD
<TABLE>
<CAPTION>
CURRENT ANNUAL
DETAILS OF LEASE RENT AND RENT
DESCRIPTION (DATE AND PARTIES) DURATION REVIEW DATE(S) EXISTING USE GROUP COMPANY
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Land on South Underlease dated 30 years from (Pounds)200,000 pa Rent light engineering Micromass Limited
West side of Floats 27/2/85 between 25 review dates: 25 offices, testing area
Road, Nissan Leasing March 1983 March 1993 and and assembly floor,
Wythenshawe, Limited (1) every 5th year. demonstration
Manchester VG Analytical laboratory
Limited (2)
VG Instruments
Group Limited (3)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CURRENT ANNUAL
DETAILS OF LEASE RENT AND RENT
DESCRIPTION (DATE AND PARTIES) DURATION REVIEW DATE(S) EXISTING USE GROUP COMPANY
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
2. Unit E, Lease dated 8 35 years from (Pounds)90,500 pa 24 light engineering, Micromass Limited
Broadheath April 1976 between 24 June offices test and
Industrial Estate Tyne Tunnel June 1974 1999 and every 5th assembly floor
(also known as 3 Trading Estate year areas,
Tudor Road, Limited (1) VG demonstration
Hanover Business Instrument Limited laboratory
Park) Altrincham, (2)
Cheshire
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CURRENT ANNUAL
DETAILS OF LEASE RENT AND RENT
DESCRIPTION (DATE AND PARTIES) DURATION REVIEW DATE(S) EXISTING USE GROUP COMPANY
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
3. Micromass GmbH Lease dated 1 May 3 years DM 31050 per annum. Offices Micromass GmbH
AM Frauweld 8 1996 between Rent review date:
17.65510 Idstein Micromass GmbH 1 May 1998
and Heinz Naatz
18.Asternweg 5
124m/2/ 19.65527
Nledernhausen
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CURRENT ANNUAL
DETAILS OF LEASE RENT AND RENT
DESCRIPTION (DATE AND PARTIES) DURATION REVIEW DATE(S) EXISTING USE GROUP COMPANY
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
4. Micromass France Lease dated 1 May 3/6/9 year FF69.250,00 per Offices Micromass France
SARL 1996 between annum and rent SARL
16 rue des Brosses Micromass France review date
69623 Villeurbanne SARL and SCI annually or 1
Cedex Rue Monge January
2 bis rue Monge
115m/2/ 69100 Villenrbanne
and
Jones Lang
Wootton
13 rue Tronchet
69006 Lyon
5. Micromas Lease dated 1 May 3/6/9 year FF30.000 per Offices Micromass France
France SARL 1996 between annum. Rent SARL
Immeuble Perinord Centre d'Affaires review annually on
6 boulevard de la Perinord and 1 September
Liberation Micromass France
93284 Saint Denis SARL
Cedex
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CURRENT ANNUAL
DETAILS OF LEASE RENT AND RENT
DESCRIPTION (DATE AND PARTIES) DURATION REVIEW DATE(S) EXISTING USE GROUP COMPANY
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
6. Micromass AB Lease dated 1 June 3 year SKR 132.600,00 Offices Micromass AB
Kemistvagen 17 1996 between reviewed annually
18379 Taby Micromass AB and on 1 January
Besqab Aedificator
156m/2/ AB
7. Micromass Lease dated 1 May 5 year C$52,640 Offices Micromass
Canada Inc. 1996 between minimum over 5 Canada
Suite 605 Micromass Canada years plus Inc.
1000 St John's Inc. and Monet estimated share of
Road Development, costs of C$9.68
Pointe Claire replaced by Alexis per sq. ft per year
Quebec, Canada Wihom for one year
Management Inc. (C$12,739).
1316 sq. ft. agent for Reoco No rent review
Ltd.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CURRENT ANNUAL
DETAILS OF LEASE RENT AND RENT
DESCRIPTION (DATE AND PARTIES) DURATION REVIEW DATE(S) EXISTING USE GROUP COMPANY
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
8. Micromass Inc. Lease dated 1 5 year $141,384 per Offices, stores and Micromass Inc.
100 Cummings September 1996 annum plus demonstration
Center Suite 407N between amortisation of facilities
Beverly MA 01915 Micromass Inc. specialised
USA and Cummings improvements of
Properties $39,600 per
19671 sq. ft with Management Inc. annum.
common area share
1 January
adjustments to base
rent in line with
Consumer Price
Index using
January 1996 as
the base compared
with November
1997. Over the
first initial term of
the lease increases
not to exceed an
average of 6%
per calendar
year
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CURRENT ANNUAL
DETAILS OF LEASE RENT AND RENT
DESCRIPTION (DATE AND PARTIES) DURATION REVIEW DATE(S) EXISTING USE GROUP COMPANY
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
9. Micromass Lease dated 1 July 5 year Hfl 130,000 per Offices Micromass B.V.
B.V. Flevolaan 9 1997 between annum
1382 JX WEESP Elges Properties Qtly Hfl 32.500,00
B.V. and Advance
Micromass B.V. Service Hfl 4.781,25
-------------
Hfl 37.281,25
515m/2/ office Rent review date
250m/2/ warehouse 1 July 1998
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
10. Micromass B.V. 1 May 1996 and 1 3/6/9 year 39.881.000 BEF per Offices Micromass B.V.
Mechelsesteenweg 277 December 1996 annum
1800 Vilvoorde (additional room)
between N.V.
Bedrijvencentrum
Vivoorde and Rent reviewed
Micromass B.V. yearly
50m/2/
</TABLE>
<PAGE>
SCHEDULE 7 REGISTERED INTELLECTUAL PROPERTY RIGHTS
PART I
[VG ORGANIC - ANALYTICAL] - SHORT PATENT LIST - CURRENT CASES ONLY
CASE DETAILS APPLICATION DETAILS PATENT DETAILS
- ----------------------------------------------------------------------
A83 MAGNETIC SECTOR MS
BE1 14/05/1986 EP86303668.7 BE0202118
DE1 14/05/1986 EP86303668.7 DEP3689319.6
FR1 14/05/1986 EP86303668.7 FR0202118
GB2 14/05/1986 EP86303668.7 GB0202118
IT1 14/05/1986 EP86303668.7 IT0202118
NL1 14/05/1986 EP86303668.7 NL0202118
US1 15/05/1986 US06/863356 US4727249
A84 DOUBLE FOCUSSING MS
BE1 14/05/1986 EP86303667.9 BE0202117
DE1 14/05/1986 EP86303667.9 DEP3689273.4
FR1 14/05/1986 EP86303667.9 FR0202117
GB2 14/05/1986 EP86303667.9 GB0202117
IT1 14/05/1986 EP86303667.9 IT0202117
NL1 14/05/1986 EP86303667.9 NL0202117
CA1 15/05/1986 CA509239 CA1256599
CN1 14/05/1986 CN86104194-5 CN4789
US1 13/05/1986 US06/862623 US4723076
A85 FAB PROBE
DE1 08/11/1983 EP83306801.8 DEP3376286.4
GB2 08/11/1983 EP83306801.8 GB0109251
US1 09/11/1983 US06/550189 US4562351
A104 THERMOSPRAY DISCHARGE MS
CA1 10/07/1987 CA541776 CA 1269180
JP1 10/07/1987 JP62-173735
S1 10/07/1987 US07/072019 US4794252
A131 MS USING POSITIVE & NEGATIVE IONS
DE1 04/03/1988 EP88301910.1 DEP3875257.3
FR1 04/03/1988 EP88301910.1 FR0281413
GB2 04/03/1988 EP88301910.1 GB0281413
IT2 04/03/1988 EP88301910.1 IT0281413
NL1 04/03/1988 EP88301910.1 NL0281413
CA1 03/03/1988 CA560384 CA1269181
JP1 07/03/1988 JP63-053413 JP1834659
US1 04/03/1988 US07/164258 US4810882
A157 SUPERCRITICAL FLUID CHROMATOGRAPHY MS
DE1 08/07/1988 EP88306242.4 DEP3869680.0
FR1 08/07/1988 EP88306242.4 FR0298754
GB2 08/07/1988 EP88306242.4 GB0298754
EP1 04/03/1988 EP88301910.1
GB1 06/03/1987 GB8705289
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<PAGE>
US1 07/07/1988 US07/216092 US4942296
A210 VARIABLE DISPERSION MS
DE1 01/06/1989 DEP3990613.2
GB2 01/06/1989 GB9024251.2 GB2238425
JP1 01/06/1989 JP01-506166
US1 01/06/1989 US07/613583 US5134287
A254 VARIABLE DISPERSION MS WITH MULTIELECTRODE ESA
CA1 01/06/1990 CA2056424
EP1 01/06/1990 EP90908599.5
JP1 01/06/1990 JP02-508033
US1 01/06/1990 US07/777355 US5198666
A259 CHARGE TRANSDUCER
DE1 29/06/1990 EP90909477.3 DE69030381.5-08
FR1 29/06/1990 EP90909477.3 FR0479827
GB2 29/06/1990 EP90909477.3 GB0479827
CA1 29/06/1990 CA 2062946
JP1 29/06/1990 JP02-508961
US1 29/06/1990 US07/820862 US5296816
A313 MULTI ESA AND MS
DE1 01/06/1990 EP90908598.7 DE69030085.9-08
FR1 01/06/1990 EP90908598.7 FR0474723
GB2 01/06/1990 EP90908598.7 GB0474723
CA1 01/06/1990 CA2055609
JP1 01/06/1990 JP02-508034
US1 01/06/1990 US07/777304 US5194732
A372 MULTI ESA AND MS
CA1 28/05/1993 CA2097262
DE1 27/08/1993 DEP4317749.2
GB2 14/05/1993 GB9309996.8 GB2267994 B
US1 28/05/1993 US08/068743 US5347125
A655 MASS SPECTROMETER MAGNET BYPASS
GB2 17/05/1996 GB9610342.9
US1 17/05/1996 US08/649795
-75-
<PAGE>
[VG ORGANIC - BIOTECH] - SHORT PATENT LIST - CURRENT CASES ONLY
CASE DETAILS APPLICATION DETAILS PATENT DETAILS
- -----------------------------------------------------------
B94 THERMOSPRAY ION SOURCE
CA1 21/02/1985 CA474800 CA1222578
US1 22/02/1985 US06/704283 US4647772
B718 APCI/ELECTROSPRAY MS SOURCE
DE1 13/12/1996 DE19652021.5
GB1 14/12/1995 GB9525507.1
GB2 13/12/1996 GB9625995.7
JP1 16/12/1997 JP8-353211
US1 13/12/1997 US766299
-76-
<PAGE>
[VG ORGANIC - ISOTECH] - SHORT PATENT LIST - CURRENT CASES ONLY
CASE DETAILS APPLICATION DETAILS PATENT DETAILS
- ------------------------------------------------------------------------
IST 86 MS COLD TRAP
DE1 30/11/1982 EP82306364.9 DEP3269499.7
FR1 30/11/1982 EP82306364.9 FR0083472
GB2 30/11/1982 EP82306364.9 GB0083472
US1 30/11/1982 US06/445550 US4495414
IST 90 MULTI-COLLECTOR MS
DE1 06/12/1982 EP82306491.0 DEP3278486.4
FR1 06/12/1982 EP82306491.0 FR0081371
GB2 06/12/1982 EP82306491.0 GB0081371
JP1 07/12/1982 JP57-214560 JP1250445
US1 06/12/1982 US06/447179 US4524275
IST 159 ISOTOPE RATIO MS
DE1 02/09/1988 EP88308155.6 DEP3876545.4
FR1 02/09/1988 EP88308155.6 FR0306332
GB2 02/09/1988 EP88308155.6 GB0306332
IT1 02/09/1988 EP88308155.6 IT0306332
NL1 02/09/1988 EP88308155.6 NL0306332
JP1 02/09/1988 JP63-220299
US1 31/08/1988 US07/238910 US4916313
IST 218 GCIRMS
DE1 02/09/1988 EP88308156.4 DEP3855341.4-08
FR1 02/09/1988 EP88308156.4 FR0306333
GB2 02/09/1988 EP88308156.4 GB306333
IT1 02/09/1988 EP88308156.4 IT0306333
NL1 02/09/1988 EP88308156.4 NL0306333
JP1 02/09/1988 JP63-220298
US1 31/08/1988 US07/238898 US4866270
IST 251 ISOTOPE COMPOSITION ANALYZER
BE1 17/09/1990 EP90310123.6 BE0419167
DE1 17/09/1990 EP90310123.6 DE69016900.0
FR1 17/09/1990 EP90310123.6 FRO419167
GB2 17/09/1990 EP90310123.6 GB0419167
IT1 17/09/1990 EP90310123.6 IT0419167
NL1 17/09/1990 EP90310123.6 NL0419167
CA1 19/09/1990 CA2025729
JP1 20/09/1990 JP02-251683
US1 18/09/1990 US07/584179 US5314827
IST 368 ADJUSTABLE SLIT MEANS FOR MS
DE1 10/09/1993 EP93307178.9
FR1 10/09/1993 EP93307178.9
GB2 10/09/1993 EP93307178.9
EP1 10/09/1993 EP93307178.9
US1 10/09/1993 US08/119985 US5376787
IST 420 ISOTOPIC COMPOSITION ANALYZER
GB2 15/09/1995 GB9608267.2
JP1 15/05/1995 JP8-510014
US1 15/09/1995 US08/635938
-77-
<PAGE>
CASE DETAILS APPLICATION DETAILS PATENT DETAILS
- ------------------------------------------------------------------------
IST 425 DYNODE MULTI-DETECTOR
EP1 14/02/1994 EP94301048.8
US2 16/12/1994 US08/358231 US5471059
IST 702 FARADAY DETECTOR WITH IMPROVED LIFETIME
CA1 06/09/1996 CA2184963
EP1 05/09/1996 EP96306426.6
GB1 07/09/1995 GB9518258.0
JP1 09/09/1996 JP08-260283
US1 06/09/1996 US709089
IST 785 PLASMA MASS SPECTROMETER
AU1 30/05/1997 AU23702/97
CA1 30/05/1997 CA
EP1 30/05/1997 EP97303703.9
GB1 10/06/1996 GB9612070.4
JP1 02/06/1997 JP
US1 30/05/1997 US
IST 792 VIAL CLOSURES AND METHOD
GB1 12/11/1996 GB9623544.5
EP0161744 (App No EP8535301162.5) (Lapsed)
-78-
<PAGE>
MICROMASS - SHORT PATENT LIST - CURRENT CASES ONLY
CASE DETAILS APPLICATION DETAILS PATENT DETAILS
- -------------------------------------------------------------------------------
MM 726 MAX ENT USED WITH IPCMS. (Assigned to Max Ent
GB1 05/01/1996 GB9600198.7 Solutions Limited)
WO1 03/01/1997 WOGB97/00016
US1 US (Priority Details 9600198.7) Under Examination
JP1 JP (Priority Details 9600198.7) Application
MM 801 INCREASING DYNAMIC RANGE IN TOFMS
GB1 GB
MM 806 MALDITOF ION SOURCE
GB1 GB
MM 807 MULTI-WIRE GUIDANCE SYSTEM FOR TOF
MASS SPECTROMETRY
GB1 GB
MM 808 METHOD OF TOF TANDEN MASS
SPECTROMETRY
GB1 GB
MM 809 GAS INLET FOR GCIRMS
GB1 GB
MM 810 VIAL FILLER FOR CO2 EQUILIBRIATION WITH
WATER (FOR IRMS)
GB1 GB
MM 811 IMPROVEMING RESOLUTION IN ICP MASS
SPECTROMETERS
GB1 GB
MM 813 IMPROVEMENTS RELATING TO VOLATILE (Assigned to Nottingham
COMPOUND DETECTION University)
GB1 GB
MM 814 APPARATUS AND METHODS FOR THE (Assigned to Nottingham
ANALYSIS OF TRACE CONSTITUENTS IN GASES University)
GB1 GB
CA1 CA
EP1 EP97305409.1
US1 US
-79-
<PAGE>
ELEMENTAL ANALYSIS - SHORT PATENT LIST - CURRENT CASES ONLY -
[PROPERTY OF THERMO]
CASE DETAILS APPLICATION DETAILS PATENT DETAILS
- -------------------------------------------------------------------------------
EL 73 POLISHED SAMPLE CONA (Licensed to MM [Abandoned])
DE1 30/01/1987 EP87300816.3 DEP3773003.7
FR1 30/01/1987 EP87300816.3 FR0231131
GB2 30/01/1987 EP87300816.3 GB0231131
JP1 30/01/1987 JP62-020358 JP1778906
US1 29/01/1987 US07/008468 US4760253
EL 102 GDMS COOLED CHAMBER
BE1 08/06/1987 EP87305041.3 BE0249424
CH1 08/06/1987 EP87305041.3 CH0249424
DE1 08/06/1987 EP87305041.3 DE3750524
FR1 08/06/1987 EP87305041.3 FR0249424
GB2 08/06/1987 EP87305041.3 GB0249424
IT1 08/06/1987 EP87305041.3 IT0249424
NL1 08/06/1987 EP87305041.3 NL0249424
CA1 11/06/1987 CA539388 CA1273716
EP1 08/06/1987 EP87305041.3 EP0249424
JP1 11/06/1987 JP62-146182 JP1788674
US1 08/06/1987 US07/059050 US4853539
EL 182 GDMS INSULATING SAMPLES/
SACRIFICIAL ELECTRODE
GB2 23/02/1989 GB8904193.3 GB2216335
US1 23/02/1989 US07/314555 US4912324
EL 209 TAPERED MS SLITS
DE1 21/12/1990 DEP4041297.0
GB2 20/12/1990 GB9027600.7 GB2240215
US1 18/12/1990 US07/629248 US5091645
EL 221 HIGH RESOLUTION ICPMS (Licenced to MM)
DE1 05/06/1989 DE89906407.5
EP1 05/06/1989 EP89906407.5
GB2 05/06/1989 GB89906407.5
IT1 05/06/1989 IT89906407.5
JP1 05/06/1989 JP01-506170
NL1 05/06/1989 NL89906407.5
US1 05/06/1989 US07/623401 US5068534
CA1 02/06/1989 CA601528 CA1312680
EL 229 REACTIVE GAS SAMPLE INTRODUCTION
SYSTEM FOR ICP TORCH
DE1 07/09/1989 EP89116530 DE68922256
JP1 11/09/1989 JP01-235504
US1 09/09/1988 US07/242798 US4926021
EL 242 DUAL ANGLE SKIMMER ICPMS CONE
BE1 30/01/1990 EP90901866.5 BE0407539
CH1 30/01/1990 EP90901866.5 CH0407539
DE1 30/01/1990 EP90901866.5 DEP69000016.2
FR1 30/01/1990 EP90901866.5 FR0407539
GB2 30/01/1990 EP90901866.5 GB0407539
-80-
<PAGE>
CASE DETAILS APPLICATION DETAILS PATENT DETAILS
- -------------------------------------------------------------------------------
IT1 30/01/1990 EP90901866.5 IT0407539
NL1 30/01/1990 EP90901866.5 NL0407539
CA1 30/01/1990 CA2045484 CA2045484
JP1 30/01/1990 JP02-502188
KR1 30/01/1990 KR90-702124 KR82923
US1 30/01/1990 US07/543750 US5051584
EL 270 ICP GAS INTERFACE
DE1 02/01/1991 EP91400001 DE69105307
FR1 05/01/1990 FR9000065/90 FR2656926
JP1 28/12/1990 JP02-418559
US1 02/01/1992 US08/815516 US5229605
EL 278 ICPMS FARADAY DETECTOR (Licensed to MM [Abandoned])
US1 17/07/1990 US07/852159 US5223711
EL 297 GMDS REMOVABLE SOURCE
DE1 10/01/1991 EP91300166.5 DE69113819.2-08
FR1 10/01/1991 EP91300166.5 FR0437358
GB2 10/01/1991 EP91300166.5 GB0437356
CA1 10/01/1991 CA2033963
JP1 10/01/1991 JP03-001578
US1 10/01/1991 US07/639802 US5184016
EL 307 MS WITH ESA ENERGY FILTER. ESA (Licensed to MM)
OPERATES AT REDUCED KE COMPARED
WITH MAGNET TO REDUCE ITS PHYSICAL SIZE
DE1 10/12/1991 EP91311454.2
FR1 10/12/1991 EP91311454.2
GB2 10/12/1991 EP91311454.2
US1 09/12/1991 US07/804361 US5166518
EL 326 ISOTOPIC RATIO ICPMSH. HAS EXTRA (Licensed to MM)
PUMPING STAGE TO ENSURE GOOD
PERFORMANCE OF MASS ANALYSER
DE1 11/03/1992 EP92906368.3 DE69207388.4-08
CA1 11/03/1992 CA2101330
FR1 11/03/1992 FR92906368.3 FR0575409
GB2 11/03/1992 GB92906368.3 GB0575409
JP1 11/03/1992 JP04-505589
US1 11/03/1992 US0B/090205 US5352893
EL 412 BARANNE OPTICAL SYSTEM
DE1 12/06/1990 EP90306390.7 DE69021786.2-08
FR1 12/06/1990 EP90306390.7 FR0403228
GB2 12/06/1990 EP90306390.7 GB0403228
JP1 15/06/1990 JP02-155551
US1 14/06/1990 US07/538118 US5285255
EL 413 ICPMS WITH ENERGY FILTER (Licensed to MM [Abandoned])
CA1 15/09/1993 CA2143669
EP1 15/09/1993 EP93920946.6
-81-
<PAGE>
CASE DETAILS APPLICATION DETAILS PATENT DETAILS
- -------------------------------------------------------------------------------
GB2 15/09/1993 GB9504236.2 GB2285170
JP1 15/09/1993 JP06-507917
US1 15/09/1993 US08/403842
EL 415 ICP RF GENERATOR
CA1 15/04/1993 CA2094116
EP1 02/04/1993 EP93302628.8
US1 19/04/1993 US08/049149 US5383019
EL 428 MISTRAL (Licensed to MM [Abandoned])
CH1 07/08/1991 EP91914547.4
DE1 07/08/1991 EP91914547.4
FR1 07/08/1991 EP91914547.4
AU1 07/08/1991 AU83252/91 AU646072
EP1 07/08/1991 EP91914547.4
GB3 07/08/1991 GB9302664.9 GB2263238
JP1 07/08/1991 JP03-513954
US1 07/08/1991 US07/969228 US5369035
EL 429 MISTRAL (SECOND PATENT) (Licensed to MM [Abandoned])
EP1 19/02/1993 EP93905464.9
US1 19/02/1993 US08/290822
EL 562 HIGH PRESSURE SKIMMING
CA1 31/08/1995 CA2157343
EP1 30/08/1995 EP95306028.2
JP1 04/09/1995 JP7-251993
US1 01/09/1995 US08/522597
EL 736 PROTECTION CIRCUIT FOR ELECTRON
MULTIPLIER DETECTOR
GB1 05/03/1996 GB9604655.2
-82-
<PAGE>
PART I (CONT)
TRADE MARKS
CO CASE MARK TERRITORY APPLICATION NUMBER STATUS
A 38 MASSMAX DE 992495 GRA
A 38 MASSMAX GB 1053435 1053435 GRA
A 39 INTERSCAN GB 1038137 B1038137 LAP
A 108 PLASMASPRAY CA 577522 365377 GRA
A 108 PLASMASPRAY DE V20030/9WZ 1114020 LAP
A 108 PLASMASPRAY FR 819024 1374990 LAP
A 108 PLASMASPRAY GB 1280221 B1280221 GRA
A 108 PLASMASPRAY US 634413 1566787 GRA
IST 323 OPTIMA GB 1444662 B1444662 GRA
<PAGE>
PART II
1. Licences from Thermo re patents relating to PT2.
2. Licence from MaxEnt for electrospray spectra deconvolution software
(Case No A354).
3. Exclusive Licence from Nottingham University re Aroma Release patents (MM790,
patents MM813 and 814).
4. Non-exclusive licence from Analytica of Branford re multi-charged on patent
(Case B333, final details subject to negotiation).
5. Exclusive licence from MaxEnt re patent for use at MaxEnt software for
isotopic pattern recognition (Case MM 726).
6. Non-exclusive licence from Battelle re CZE patents (Case A341).
7. Licence from NIST re mass spectrometric database software (Case MM829).
8. Licence from Audi AG re use of "Quattro" TM in Germany (Case B252).
-84-
<PAGE>
EXECUTED by the parties:
Signed by Robert Williams by his attorney N. Lynaugh
-------------------------------
Signed by Robert Williams by his attorney N. Lynaugh
and Valerie Warren -------------------------------
Signed by Norman Lynaugh /s/ N. Lynaugh
-------------------------------
Signed by John Race by his attorney N. Lynaugh
-------------------------------
Signed by Tony Hickson by his attorney N. Lynaugh
-------------------------------
Signed by Bob Bateman by his attorney N. Lynaugh
-------------------------------
Signed by John Dunstan by his attorney N. Lynaugh
-------------------------------
Signed by John Bill by his attorney N. Lynaugh
-------------------------------
Signed by Brian Green by his attorney N. Lynaugh
-------------------------------
Signed by Paul Robinson by his attorney N. Lynaugh
-------------------------------
Signed by Tim Riley by his attorney N. Lynaugh
-------------------------------
Signed by Gerard Van Der Laan by his attorney N. Lynaugh
-------------------------------
Signed by Peter Bott by his attorney N. Lynaugh
-------------------------------
Signed by Chris Porter by his attorney N. Lynaugh
-------------------------------
Signed by Mark Wright by his attorney N. Lynaugh
-------------------------------
Signed by Tim Davis by his attorney N. Lynaugh
-------------------------------
Signed by Philip Tatterton by his attorney N. Lynaugh
-------------------------------
Signed by Charles Smith by his attorney N. Lynaugh
-------------------------------
-86-
<PAGE>
Signed by Malcolm Owens by his attorney N. Lynaugh
-------------------------------
Signed by Philip McCurry by his attorney N. Lynaugh
-------------------------------
Signed by Stuart Jarvis by his attorney N. Lynaugh
-------------------------------
Signed by Jeremy Batt by his attorney N. Lynaugh
-------------------------------
Signed by Torlief Lavold by his attorney N. Lynaugh
-------------------------------
Signed by Stafan Krolik by his attorney N. Lynaugh
-------------------------------
Signed by Patrick Turner by his attorney N. Lynaugh
-------------------------------
Signed by Micromass Employee /s/ N. Lynaugh
Share Scheme Limited -------------------------------
<PAGE>
AGREEMENT FOR THE SALE AND PURCHASE
OF MICROMASS LIMITED
/s/ Peter L. Everson
Signed by [Peter L. Everson] --------------------
Director of Schroder Venture Managers
Ltd. in its capacity as attorney-in-
fact of
CODAN TRUST COMPANY LIMITED
as trustee of Schroder Ventures
International Life Sciences Fund Trust
in the presence of:
Name of Witness: John W. Evans
-------------------------
Signature of Witness: /s/ John W. Evans
-------------------------
Address of Witness: 22 Church Street
Hamilton Bermuda
Occupation of Witness: Company Secretary
/s/ Peter L. Everson
Signed by [Peter L. Everson] --------------------
for and on behalf of Director
Schroder Venture Managers Limited
as Investment Manager of
The Schroder Ventures International Life
Sciences Fund Co-Investment Scheme
in the presence of:
Name of Witness: John W. Evans
-------------------------
Signature of Witness: /s/ John W. Evans
-------------------------
Address of Witness: 22 Church Street
Hamilton Bermuda
Occupation of Witness: Company Secretary
<PAGE>
AGREEMENT FOR THE SALE AND PURCHASE
OF MICROMASS LIMITED
/s/ Peter L. Everson
Signed by [Peter L. Everson] ---------------------
for and on behalf of SCHRODER VENTURE Director & Vice President
MANAGERS INC
as General Partner of Schroder Venture
International Life Sciences Fund LP1
in the presence of:
Name of Witness: John W. Evans
-----------------
Signature of Witness: /s/ John W. Evans
-----------------
Address of Witness: 22 Church Street
Hamilton HM11
Bermuda
Occupation of Witness: Company Secretary
/s/ Peter L. Everson
Signed by [Peter L. Everson] --------------------
for and on behalf of SCHRODER VENTURE Director & Vice President
MANAGERS INC
as General Partner of Schroder Ventures
International Life Sciences Fund LP2
in the presence of:
Name of Witness: John W. Evans
-----------------
Signature of Witness: /s/ John W. Evans
-----------------
Address of Witness: 22 Church Street
Hamilton HM11
Bermuda
Occupation of Witness: Company Secretary
<PAGE>
/s/ C. Rich
Signed by SUK VFIV ----------------
NOMINEES LIMITED (A) as a nominee Director
for Barings (Guernsey) Limited as (1) Trustee
of the Schroder UK Buy-Out Fund III Trust
and (2) Custodian of Schroder UK Venture
Fund IV LP1 and Schroders UK Venture IV LP2 and
(B) as nominee for Schroders Venture Managers
(Guernsey) Limited as manager of the Schroder
UK Venture Fund IV Co-Investment Scheme in the
presence of:
Name of Witness: C. Rich
------------------
Signature of Witness: /s/ C. Rich
------------------
Address of Witness: Arnold House
St. Peter Port
Guernsey
Occupation of Witness: Company Secretary
Signed by WATERS
CORPORATION
By: ________________________________________________
Title: ________________________________________________
At: ________________________________________________
________________________________________________
________________________________________________
Signed by WATERS
TECHNOLOGIES
CORPORATION
By: ________________________________________________
Title: ________________________________________________
At: ________________________________________________
________________________________________________
________________________________________________
<PAGE>
Signed by SUK VF IV
NOMINEES LIMITED (A) as a nominee
for Barings (Guernsey) Limited as (1) Trustee
of the Schroder UK Venture Fund IV Trust and
(2) Custodian of Schroder UK Venture
Fund IV LP1 and Schroders UK Venture IV LP2 and
(B) as nominee for Schroder Venture Managers
(Guernsey) Limited as manager of the Schroder
UK Venture Fund IV Co-Investment Scheme in the
presence of:
Name of Witness: ________________________________________________
Signature of Witness: ___________________________________________
Address of Witness: _____________________________________________
__________________________________________________
__________________________________________________
Occupation of Witness: __________________________________________
Signed by WATERS
CORPORATION
By: /s/ Philip S. Taymor
------------------------------
Title: Chief Financial Officer
________________________________________________
At: ________________________________________________
________________________________________________
________________________________________________
Signed by WATERS
TECHNOLOGIES
CORPORATION
By: /s/ Philip S. Taymor
------------------------------
Title: Chief Financial Officer
________________________________________________
At: ________________________________________________
________________________________________________
________________________________________________
