SECURITIES ACQUISITION AGREEMENT

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Exhibit 2.1

EXECUTION COPY

SECURITIES ACQUISITION AGREEMENT

Dated as of

April 26, 2005

Between

AVNET, INC.,

the Buyer,

THE SELLERS,

as named herein

and

MEMEC GROUP HOLDINGS LIMITED

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TABLE OF CONTENTS

(This Table of Contents is for convenience of reference only and is not intended

to define, limit or describe the scope or intent of any provision of this

Agreement.)

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ARTICLE ONE DEFINITIONS................................................ 2

SECTION 1.1 Definitions...................................... 2

SECTION 1.2. Required Sellers................................. 11

SECTION 1.3. Accession to this Agreement...................... 11

ARTICLE TWO TERMS OF THE TRANSACTION................................... 12

SECTION 2.1. Exchange of Securities........................... 12

SECTION 2.2. Closing.......................................... 13

SECTION 2.3. No Liens......................................... 16

SECTION 2.4. Issuance of Buyer Shares......................... 16

SECTION 2.5. Waiver and Release............................... 16

ARTICLE THREE REPRESENTATIONS AND WARRANTIES OF THE SELLERS............ 17

SECTION 3.1. Power and Authority.............................. 17

SECTION 3.2. The Securities................................... 17

SECTION 3.3. Securities Laws.................................. 17

SECTION 3.4. Articles......................................... 18

ARTICLE FOUR REPRESENTATIONS AND WARRANTIES OF THE COMPANY............. 18

SECTION 4.1. Power and Capacity............................... 18

SECTION 4.2. Organization and Qualification................... 19

SECTION 4.3. Conflicting Instruments; Consents................ 19

SECTION 4.4. Transfer of the Securities....................... 20

SECTION 4.5. Capitalization................................... 20

SECTION 4.6. Subsidiaries..................................... 20

SECTION 4.7. Financial Statements............................. 21

SECTION 4.8. Real Property.................................... 22

SECTION 4.9. Personal Property................................ 22

SECTION 4.10. Accounts Receivable and Inventory................ 23

SECTION 4.11. Personnel........................................ 23

SECTION 4.12. Labor Matters.................................... 23

SECTION 4.13. Environmental Matters............................ 24

SECTION 4.14. Non-ERISA Plans.................................. 25

SECTION 4.15. ERISA Plans...................................... 27

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SECTION 4.16. Compliance with Law; Export Control

Laws............................................. 29

SECTION 4.17. Litigation....................................... 30

SECTION 4.18. Material Contracts............................... 30

SECTION 4.19. Absence of Certain Changes....................... 31

SECTION 4.20. Tax Matters...................................... 33

SECTION 4.21. Insurance........................................ 35

SECTION 4.22. Intellectual Property............................ 35

SECTION 4.23. Permits.......................................... 38

SECTION 4.24. Customers and Suppliers.......................... 38

SECTION 4.25. Fees............................................. 39

SECTION 4.26. Controls and Procedures.......................... 39

ARTICLE FIVE REPRESENTATIONS AND WARRANTIES OF THE BUYER............... 39

SECTION 5.1. Organization and Qualification................... 39

SECTION 5.2. Conflicting Instruments; Consents................ 40

SECTION 5.3. SEC Filings...................................... 40

SECTION 5.4. Capitalization................................... 40

SECTION 5.5. Litigation....................................... 41

SECTION 5.6. Absence of Certain Changes....................... 41

SECTION 5.7. Brokers and Finders Fees......................... 41

SECTION 5.8. No Stockholder Vote Required..................... 41

SECTION 5.9. Buyer Environmental Matters...................... 41

SECTION 5.10. Controls and Procedures.......................... 43

SECTION 5.11. Tax Matters...................................... 43

ARTICLE SIX COVENANTS.................................................. 44

SECTION 6.1. Access........................................... 44

SECTION 6.2. Transfer of the Securities....................... 45

SECTION 6.3. Conduct of the Business of the Company........... 45

SECTION 6.4. Conduct of the Business of the Buyer............. 47

SECTION 6.5. Further Assurances; Approvals; Consents.......... 47

SECTION 6.6. Notice of Default................................ 48

SECTION 6.7. Non-Solicitation................................. 48

SECTION 6.8. Employees........................................ 49

SECTION 6.9. Restrictions on Transfer of Buyer

Shares........................................... 50

SECTION 6.10. Confidentiality.................................. 50

SECTION 6.11. Shareholder Approval............................. 51

SECTION 6.12. Tax Clearance.................................... 52

ARTICLE SEVEN CONDITIONS TO THE BUYER'S OBLIGATIONS.................... 52

SECTION 7.1. Representations and Warranties................... 52

SECTION 7.2. Legal Matters.................................... 52

SECTION 7.3. Related Party Transactions....................... 53

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SECTION 7.4. Tax Matters...................................... 53

SECTION 7.5. Other Conditions................................. 54

ARTICLE EIGHT CONDITIONS TO THE COMPANY AND THE SELLERS'

OBLIGATIONS........................................... 54

SECTION 8.1. Representations and Warranties................... 54

SECTION 8.2. Legal Matters.................................... 55

SECTION 8.3. Other Conditions................................. 55

ARTICLE NINE TERMINATION............................................... 55

SECTION 9.1. Termination...................................... 55

SECTION 9.2. Effect of Termination............................ 56

ARTICLE TEN MISCELLANEOUS.............................................. 56

SECTION 10.1. Expenses......................................... 56

SECTION 10.2. Governing Law.................................... 57

SECTION 10.3. Notices.......................................... 57

SECTION 10.4. Jurisdiction..................................... 58

SECTION 10.5. Entire Agreement................................. 58

SECTION 10.6. Binding Effect................................... 59

SECTION 10.7. Amendments; Waivers.............................. 59

SECTION 10.8. Counterparts..................................... 59

SECTION 10.9 Severability..................................... 59

SECTION 10.10. Specific Performance............................. 59

SECTION 10.11. Attorneys' Fees.................................. 60

SECTION 10.12. Survival of the Representations and

Warranties....................................... 60

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CROSS REFERENCES

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Agreement...............................................................Preamble

Bond Sellers............................................................Recitals

Bonds...................................................................Recitals

Buyer...................................................................Preamble

Closing...................................................................2.2(a)

Closing Date..............................................................2.2(a)

Common Shares................................................................5.4

Company.................................................................Preamble

Company Marks............................................................4.22(b)

Company Registered Marks.................................................4.22(a)

Confidential Information.................................................6.10(a)

Drop Dead Date............................................................9.1(b)

ERISA....................................................................4.15(a)

ERISA Plans..............................................................4.15(a)

Fees......................................................................7.3(b)

Financial Statements......................................................4.7(a)

Funded Plan..............................................................4.14(e)

GAAP......................................................................4.7(b)

Inbound License Agreements ..............................................4.22(e)

Key Employee.............................................................4.11(a)

Leased Real Property......................................................4.8(a)

Material Contracts.......................................................4.18(a)

Multiemployer Plan.......................................................4.15(d)

MUSH.....................................................................4.20(b)

Nondisclosure Agreement...................................................6.1(d)

Non-ERISA Plans..........................................................4.14(a)

Organizational Documents..................................................4.3(a)

Outbound License Agreements .............................................4.22(e)

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Owned Real Property.......................................................4.8(a)

Payments....................................................................6.11

PBGC.................................................................4.15(b)(vi)

Pension Plans............................................................4.15(a)

Permit......................................................................4.23

SEC Filing Date..............................................................5.3

SEC Filings..................................................................5.3

Section 280G................................................................6.11

Sellers.................................................................Preamble

Shares..................................................................Recitals

Subsidiaries..............................................................4.6(a)

USRPHC...................................................................4.20(d)

WARN......................................................................6.8(e)

Welfare Plans............................................................4.15(a)

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SCHEDULES

Schedule A Sellers and Bond Sellers

Schedule 3.2 Options

Schedule 4 Knowledge - Company

Schedule 4.3(a) Conflicting Instruments

Schedule 4.3(b) Filings

Schedule 4.5(a) Capitalization

Schedule 4.5(b) Options

Schedule 4.6 Subsidiaries

Schedule 4.8(a) Real Property

Schedule 4.8(b) Possession of Leased Property

Schedule 4.9 Personal Property

Schedule 4.11(a) Key Employees

Schedule 4.11(b) Powers of Attorney

Schedule 4.11(c) Directors and Officers of the Company

Schedule 4.11(d) Redundancy Payments

Schedule 4.12(a) Labor Matters

Schedule 4.12(b) Labor Disputes

Schedule 4.13 Environmental Matters

Schedule 4.14(a) Non-ERISA Plans

Schedule 4.14(b) Non-ERISA Plan Documents

Schedule 4.14(f) Additional Benefits

Schedule 4.15(a) ERISA Plans

Schedule 4.15(k) Change in Control Benefits

Schedule 4.16(b) Compliance with Export Laws

Schedule 4.17 Litigation

Schedule 4.18(a) Material Contracts

Schedule 4.18(c) Obligations under Financing Arrangements

Schedule 4.19 Absence of Certain Changes

Schedule 4.20 Tax Matters

Schedule 4.21 Insurance

Schedule 4.22(a)(1) Company Registered Marks

Schedule 4.22(a)(2) IP Noncompliance

Schedule 4.22(d) IP Ownership

Schedule 4.22(e)(1) Inbound License Agreements

Schedule 4.22(e)(2) Outbound License Agreements

Schedule 4.23 Permits

Schedule 4.24(a) Customers

Schedule 4.24(b) Suppliers

Schedule 4.25(a) Brokers and Finders - Company

Schedule 4.25(b) Fees and Expenses

Schedule 4.26 Controls and Procedures

Schedule 5 Knowledge - Buyer

Schedule 5.4 Options - Buyer

Schedule 5.6 Certain Changes

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Schedule 5.7 Brokers and Finders Fees - Buyer

Schedule 5.9 Buyer Environmental Matters

Schedule 6.3(b) Conduct of Business Between Signing and Closing

Schedule 6.8(a) Employment Agreements

Schedule 7.2 Antitrust Jurisdictions

Schedule 7.3 Related Party Transactions

EXHIBITS

Exhibit A Form of Board Nominee Agreement

Exhibit B Form of Registration Rights Agreement

Exhibit 2.2(b)(v) Form of FIRPTA Certificate

Exhibit 2.2(d)(ii) Form of Indemnity For Lost Certificate

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SECURITIES ACQUISITION AGREEMENT

THIS SECURITIES ACQUISITION AGREEMENT (this "Agreement") is dated as of

April 26, 2005 between Avnet, Inc., a New York corporation (the "Buyer"), on the

one hand, and the Share Sellers and the Bond Sellers (together, the "Sellers")

and Memec Group Holdings Limited, a company incorporated in England and Wales

(the "Company"), on the other hand.

R E C I T A L S

A. The Persons listed on Schedule A as holding shares either (i) own

directly, beneficially and as the registered shareholders or (ii) are the

registered shareholders and have the legal capacity to transfer the beneficial

title to, the issued shares of the Company as set forth opposite their name on

Schedule A (the "Shares").

B. The Buyer has made the Offer to acquire 100% of the share capital of

the Company. The Offer is made on the terms and conditions of this Agreement,

the Offer Document and the Form of Acceptance.

C. As the original parties to this Agreement are the Buyer, the Committed

Sellers and the Company, the provisions of Section 1.3 provide for the accession

to this Agreement of the other persons listed on Schedule A upon the execution

and delivery by any such person of the Form of Acceptance to the Buyer whereupon

such Person will become a party, as a Share Seller, to this Agreement.

D. The Buyer desires to acquire the Shares of the Share Sellers, and the

Share Sellers desire to sell their Shares to the Buyer, all upon the terms and

subject to the conditions set forth in the documents referred to in Recital B.

E. Manchester Holdings Limited, a subsidiary of the Company, issued

$403,414,000 face amount of Deep Discount Bonds and $452,212,000 face amount of

Deep Discount Mezzanine Bonds (collectively, the "Bonds") to the Sellers listed

on Schedule A (the "Bond Sellers").

F. The Bond Sellers either: (i) own directly, beneficially and of record;

or (ii) are the holders of record and have the legal capacity to transfer the

beneficial title to, 100% of the Bonds.

G. The Buyer desires to acquire the Bonds from the Bond Sellers, and the

Bond Sellers desire to sell the Bonds to the Buyer, all upon the terms and

subject to the conditions set forth in this Agreement.

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A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants

contained in this Agreement and for other valuable consideration the Buyer, the

Company and the Sellers agree as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.1 DEFINITIONS.

"Acquisition Proposal" means any proposal for a merger or other business

combination involving the Company or any of the Subsidiaries or business units

or any proposal or offer to acquire in any manner, directly or indirectly, more

than twenty percent (20%) of the outstanding equity interests in the Company or

any of the Subsidiaries, more than twenty percent (20%) of the outstanding

voting securities of the Company or any of the Subsidiaries or more than twenty

percent (20%) of the assets of the Company or the Subsidiaries (other than sales

of the Company's or the Subsidiaries' products in the ordinary course of

business consistent with past practice or transactions contemplated by this

Agreement).

"Agreement" has the meaning set forth in the preamble.

"Ancillary Agreements" means the Registration Rights Agreement, the Board

Nominee Agreement, the Offer Document, the Framework Agreement and the Form of

Acceptance.

"B Director Consent" has the meaning set forth in the Framework Agreement.

"B Directors" has the meaning set forth in the Framework Agreement.

"B Shares" means the B Redeemable Shares of the Company, par value $0.01

per share.

"Balance Sheet" means the audited consolidated balance sheet of the

Company as at December 31, 2004, including the notes thereto.

"Balance Sheet Date" means December 31, 2004.

"Board Nominee Agreement" means the Board Nominee Agreement substantially

in the form of Exhibit A hereto.

"Bond Cash Consideration" means (i) the Outstanding Bond Obligation Amount

times the Pro Rata Cash Portion minus (ii) the Management Bonus; provided, that

in no event shall the Bond Cash Consideration exceed $53,957,003.18.

"Bond Resolutions" has the meaning set forth in the Framework Agreement.

"Bonds" has the meaning set forth in the Recitals.

"Bond Sellers" has the meaning set forth in the Recitals.

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"Bond Share Consideration" means the number of Buyer Shares calculated by

dividing (i) the Outstanding Bond Obligation Amount times the Pro Rata Share

Portion by (ii) the price of one Common Share based on the five day average

closing price of the Common Shares on the NYSE, as reported by The Wall Street

Journal, Eastern Edition, as of the end of the Business Day prior to the Closing

Date; provided, that in no event shall the Bond Share Consideration exceed the

Total Share Consideration.

"Business Day" means any day, not being a Saturday or Sunday, on which

banks are generally open for business in London and New York.

"Buyer" has the meaning set forth in the preamble.

"Buyer Environmental Losses" shall mean all Claims, losses, judgments,

damages (including damages for personal injury, or injury to property),

penalties, fines, liabilities (including strict liability), encumbrances, liens,

costs and expenses of investigation and defense of any claim, whether or not

such claim is ultimately defeated, and of any good faith settlement or judgment,

of whatever kind or nature, contingent or otherwise, matured or unmatured,

foreseeable or unforeseeable (including without limitation reasonable attorneys'

fees and disbursements and consultants' fees), any of which are incurred at any

time as a result of: (A) the existence prior to the Closing Date of Hazardous

Materials upon, about, or beneath the owned or leased real property of the Buyer

or the Buyer Former Real Property or migrating or threatening to migrate to or

from the owned or leased real property of the Buyer or the Buyer Former Real

Property; or (B) a breach of Environmental Requirements or any liability under

any Environmental Requirement relating to the Buyer or any of its subsidiaries,

the owned or leased real property of the Buyer, the Buyer Former Real Property,

or any real property or facility to which Hazardous Materials generated by the

Buyer have been sent, regardless of whether the existence of such Hazardous

Materials, liability or violation of Environmental Requirements arose prior to

the ownership or operation of the owned or leased real property of the Buyer or

the Buyer Former Real Property by the Buyer.

"Buyer Former Real Property" means real property owned by the Buyer within

the last five years.

"Buyer Material Adverse Effect" means any circumstance, change in or

effect on the Buyer and its subsidiaries that, individually or in the aggregate

with all other circumstances, changes in or effects on the Buyer and its

subsidiaries, is, or would reasonably be expected to be, materially adverse to

the business or the assets, liabilities, results of operations or financial

condition of the Buyer and its subsidiaries, taken as a whole; provided,

however, that none of the following, either alone or in combination, shall be

considered in determining whether there has been a Buyer Material Adverse Effect

or a breach of a representation, warranty, covenant or agreement that is

qualified by the term "Buyer Material Adverse Effect": (a) events,

circumstances, changes or effects that generally affect the industries in which

the Buyer and its subsidiaries operate, but that do not have a disproportionate

impact on the Buyer and its subsidiaries; (b) general economic or political

conditions or events, circumstances, changes or effects affecting the industries

in which the Buyer and its subsidiaries operate, but that do not have a

disproportionate impact on the Buyer and its subsidiaries; (c) changes arising

from the consummation of the transactions contemplated by, or the announcement

of the execution of, this

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Agreement; (d) any change in accounting requirements or principles or change in

applicable Law; and (e) the taking of any action approved or consented to in

writing by the Company and the Required Sellers.

"Buyer Shares" means the Common Shares to be issued to the Sellers in

accordance with this Agreement and to Shareholders whose shares in the Company

are acquired by exercise of the compulsory acquisition provisions in article 6

of the articles of association of the Company (as amended from time to time)

including the application of those provisions under the Option Plan.

"Cash Escrow" means the Share Cash Consideration, any Option Exercise

Proceeds and any other funds in the escrow account maintained by the Escrow

Agent for the benefit of the Share Sellers and the Shareholders (or the Person

designated in writing by such Share Seller or Shareholder, as the case may be,

at least three Business Days prior to Closing).

"Claim" means any writ, action, injunction, decree, order, demand,

judgment, lawsuit, claim, complaint, proceeding, citation, directive, summons,

notice letter, request for information or investigation undertaken or issued

under any Environmental Requirement.

"Closing" has the meaning set forth in SECTION 2.2(a).

"Closing Date" has the meaning set forth in SECTION 2.2(a).

"Code" means the Internal Revenue Code of 1986, as amended.

"Committed Sellers" means the Sellers who have executed the Framework

Agreement.

"Common Shares" has the meaning set forth in SECTION 5.4.

"Company" has the meaning set forth in the preamble.

"Company Marks" has the meaning set forth in SECTION 4.22(b).

"Company Registered Marks" has the meaning set forth in SECTION 4.22(a).

"Confidential Information" has the meaning set forth in SECTION 6.10(a).

"Copyrights" means copyrights (whether registered or unregistered) and

registrations and applications therefor.

"Data Room" means the data rooms located in the offices of Simpson Thacher

& Bartlett LLP located in Los Angeles, California, New York, New York and

London, England and all documents therein as reflected in the data room index or

delivered to the offices of Gibson, Dunn & Crutcher LLP.

"Disclosure Schedule" means the schedules delivered by the Company to the

Buyer concurrently herewith and identified as the "Schedules". The Disclosure

Schedules have been

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delivered by the Company to the Buyer on the date hereof and the Disclosure

Schedules have been reviewed and accepted by the Buyer.

"Dragged Shareholder" means those persons listed in Schedule A other than

the Share Sellers.

"Drop Dead Date" has the meaning set forth in SECTION 9.1(b).

"Environment" means all or any of the following media: air (including air

within buildings or other natural or man-made structures whether above or below

ground), water (including surface waters, underground waters, groundwater,

coastal and inland waters and water within any natural or man-made structures),

and land (including soil and river beds under any waters, surface land and

sub-surfaced land).

"Environmental Losses" shall mean all Claims, losses, judgments, damages

(including damages for personal injury, or injury to property), penalties,

fines, liabilities (including strict liability), encumbrances, liens, costs and

expenses of investigation and defense of any claim, whether or not such claim is

ultimately defeated, and of any good faith settlement or judgment, of whatever

kind or nature, contingent or otherwise, matured or unmatured, foreseeable or

unforeseeable (including without limitation reasonable attorneys' fees and

disbursements and consultants' fees), any of which are incurred at any time as a

result of: (A) the existence prior to the Closing Date of Hazardous Materials

upon, about, or beneath the Real Property or Former Real Property or migrating

or threatening to migrate to or from the Real Property or Former Real Property;

or (B) a breach of Environmental Requirements or any liability under any

Environmental Requirement relating to the Company or any of the Subsidiaries,

the Real Property, the Former Real Property, or any real property or facility to

which Hazardous Materials generated by the Company have been sent, regardless of

whether the existence of such Hazardous Materials, liability or violation of

Environmental Requirements arose prior to the ownership or operation of the Real

Property or the Former Real Property by the Company or any of the Subsidiaries.

"Environmental Requirements" shall mean all and any Laws relating to: (A)

the protection of human health or the Environment; (B) the treatment, storage,

disposal, handling, release, investigation or Remediation of Hazardous

Materials; or (C) exposure of persons to Hazardous Materials.

"ERISA" has the meaning set forth in SECTION 4.15(a).

"ERISA Affiliate" means a corporation which is a member of a controlled

group of corporations with the Company or any Subsidiary within the meaning of

Section 414(b) of the Code, a trade or business (including a sole

proprietorship, partnership, trust, estate or corporation) which is under common

control with the Company or any Subsidiary within the meaning of Section 414(c)

of the Code, or a member of an affiliated service group with the Company or any

Subsidiary within the meaning of Section 414(m) or Section 414(o) of the Code.

"ERISA Plans" has the meaning set forth in SECTION 4.15(a).

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"Escrow" means the Cash Escrow and the Share Escrow.

"Escrow Agent" means the escrow agent selected by the Buyer subject to the

approval of the Required Sellers, which may not be unreasonably withheld or

delayed.

"Escrow Agreement" means the agreement dated as of the Closing Date

between the Required Sellers, the Buyer and the Escrow Agent in a form

reasonably acceptable to the Buyer and the Required Sellers.

"Exchange Act" means the Securities and Exchange Act of 1934, as amended,

and the rules and regulations promulgated thereunder.

"Fees" has the meaning set forth in SECTION 7.3(b).

"Financial Statements" has the meaning set forth in SECTION 4.7(a).

"Financing Agreement" means any loan made by any shareholder of the

Company to the Company or any of the Subsidiaries or any other agreement,

contract or arrangement under which the Company or any of the Subsidiaries have

borrowed $5,000,000 or more (other than intercompany loans).

"Form of Acceptance" has the meaning set forth in the Offer Document.

"Former Real Property" shall mean any real property or facility formerly

owned, leased, occupied or operated by the Company or any of its Subsidiaries.

"Framework Agreement" means the agreement dated the same date as this

agreement relating to the Offer between the Committed Sellers, the Buyer and the

Company.

"Funded Plan" has the meaning set forth in SECTION 4.14(e).

"GAAP" has the meaning set forth in SECTION 4.7(b).

"Governmental Authority" means any authorities, agencies, departments,

commissions, boards, bureaus, instrumentalities, courts or tribunals of any

federal, state, local or foreign governments or governmental agencies,

departments, regulators or bodies.

"Hazardous Materials" means any substance: (A) the presence of which

requires investigation or Remediation under any Environmental Requirement; (B)

that is defined as a "solid waste," "hazardous waste," "hazardous substance,"

"hazardous material," "pollutant" or "contaminant" under any Environmental

Requirement; (C) that is toxic, explosive, corrosive, flammable, infectious,

radioactive, carcinogenic, mutagenic or otherwise hazardous and is regulated by

any Governmental Authority; (D) the presence of which causes or threatens to

cause a nuisance, trespass or other tortious condition; (E) that contains

gasoline, diesel fuel, fuel oil, petroleum hydrocarbons, PCBs, toxic molds,

asbestos, or urea formaldehyde foam insulation; or (F) is otherwise regulated by

any Environmental Requirement.

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"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,

as amended, and the rules and regulations promulgated thereunder.

"Impairments" has the meaning set forth in SECTION 4.8(c).

"Inbound License Agreements" has the meaning set forth in SECTION 4.22(e).

"Intellectual Property" means all intellectual property rights arising

from or associated with the following, whether protected, created or arising

under the laws of the United States of America or any other jurisdiction: (A)

Marks; (B) Patents; (C) Copyrights; (D) Trade Secrets and (E) moral rights,

publicity rights and any other proprietary, intellectual or industrial property

rights of any kind or nature that do not comprise or are not protected by Marks,

Patents, Copyrights or Trade Secrets.

"Investment Agreement" means the investment agreement relating to the

Company dated August 4, 2000 between the Company, Manchester Holdings Limited,

the Managers (as defined therein), the Investors (as defined therein) and

Schroder Venture Advisers.

"IRS" means the Internal Revenue Service.

"Law" means any federal, state, provincial, local or foreign statute,

subordinate legislation, law (including common law), ordinance, regulation,

directive, rule, policy, code, practice, circular, guidance and the like, or

order.

"Leased Property" has the meaning set forth SECTION 4.8(a).

"Liens" means any security interest, pledge, hypothecation, mortgage,

lien, restriction, encroachment, easement, defect of title, adverse claim,

option, lease or other claim, charge or encumbrance of any nature whatsoever.

"Majority Share Sellers" means Permira Europe II Nominees Limited, Permira

UK Ventures IV Nominees Limited, Schroder Ventures US Fund LP1, Schroder

Ventures US Fund LP2 and DB Industrial Holdings GmbH.

"Management Bonus" means the bonuses payable to employees of the Company

pursuant to Section 6.8(a).

"Marks" means trade names, trademarks and service marks (registered and

unregistered), domain names and other Internet addresses or identifiers, trade

dress and similar rights, and applications (including intent to use

applications) to register any of the foregoing.

"Material Adverse Effect" means any circumstance, change in or effect on

the Company and the Subsidiaries that, individually or in the aggregate with all

other circumstances, changes in or effects on the Company and the Subsidiaries,

is, or would reasonably be expected to be, materially adverse to the business or

the assets, liabilities, results of operations or financial condition of the

Company and the Subsidiaries, taken as a whole; provided, however, that none of

the following, either alone or in combination, shall be considered in

determining whether there has been a Material Adverse Effect or a breach of a

representation, warranty, covenant or

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agreement that is qualified by the term "Material Adverse Effect": (a) events,

circumstances, changes or effects that generally affect the industries in which

the Company and the Subsidiaries operate but that do not have a disproportionate

impact on the Company and the Subsidiaries; (b) general economic or political

conditions or events, circumstances, changes or effects affecting the industries

in which the Company and the Subsidiaries operate, but that do not have a

disproportionate impact on the Company and the Subsidiaries; (c) changes arising

from the consummation of the transactions contemplated by, or the announcement

of the execution of, this Agreement; (d) any change in accounting requirements

or principles or change in applicable Law; and (e) the taking of any action

approved or consented to in writing by the Buyer.

"Material Contracts" has the meaning set forth in SECTION 4.18(a).

"Multiemployer Plan" has the meaning set forth in SECTION 4.15(d).

"MUSH" has the meaning set forth in SECTION 4.20(b).

"Nondisclosure Agreement" has the meaning set forth in SECTION 6.1(d).

"Non-ERISA Plans" has the meaning set forth in SECTION 4.14(a).

"NYSE" means the New York Stock Exchange.

"Offer" has the meaning set forth in the Offer Document.

"Offer Document" has the meaning set forth in the Framework Agreement.

"Option" shall mean any Option (as such term is defined in the Option

Plan) other than a Phantom Option (as such term is defined in any Schedule to

the Option Plan).

"Option Exercise Proceeds" means an amount equal to the aggregate exercise

price paid to the Company by holders of Options upon the exercise of Options

following the Closing Date.

"Option Plan" means the Memec Group Holdings Limited Global Share Option

Plan 2001.

"Organizational Documents" has the meaning set forth in SECTION 4.3(a).

"Outbound License Agreements" has the meaning set forth in SECTION

4.22(e).

"Outstanding Bond Obligation Amount" means $473,314,143 plus unpaid

interest and other amounts that accrue on the Bonds between the date hereof and

the Closing Date.

"Owned Real Property" has the meaning set forth in SECTION 4.8(a).

"Patents" means patents and patent applications (including continuation,

divisional, continuation-in-part, reexamination and reissue patent applications,

and any patents issuing therefrom), and rights in respect of utility models or

industrial designs.

"PBCG" has the meaning set forth in SECTION 4.15(b)(vi).

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"Pension Plans" has the meaning set forth in SECTION 4.15(a).

"Permit" has the meaning set forth in SECTION 4.23.

"Permitted Lien" means (i) any Lien reflected on the Balance Sheet, (ii)

Liens reflected on Schedule 4.8, (iii) Liens for Taxes and other governmental

charges and assessments that are not yet due and payable, (iv) Liens for

carriers, warehousemen, mechanics and materialmen and other like Liens arising

in the ordinary course of business, (v) Liens incurred in the ordinary course of

business that are insignificant, individually or in the aggregate, to the

operation of the Company's business and (vi) easements, rights of way, title

imperfections and restrictions, zoning ordinances and other Liens affecting any

real property that do not materially interfere with the current use of the

properties affected thereby.

"Person" means any individual, partnership, firm, corporation, limited

liability company, association, trust, unincorporated organization or other

entity.

"Pro Rata Cash Portion" means the quotient of (i) the Total Cash

Consideration divided by (ii) the Total Consideration.

"Pro Rata Share Portion" means 1.00 minus the Pro Rata Cash Portion.

"Property Lease" means any agreement, including any amendments or

modifications thereto, pursuant to which the Company or the Subsidiaries is the

tenant, subtenant, or occupant and which has (i) an annual base rent of $250,000

or more or (ii) a remaining term of three years or more (excluding any extension

options) and aggregate base rental obligations of not less than $1,000,000 for

such remaining term.

"Real Property" means the Owned Real Property and the Leased Property.

"Registration Rights Agreement" means the Registration Rights Agreement

substantially in the form of Exhibit B hereto.

"Release" means any spilling, leaking, pumping, pouring, emitting,

emptying, discharging, injecting, escaping, dumping or disposing into the

Environment (including the abandonment or discharging of barrels, containers and

other closed receptacles containing Hazardous Materials).

"Remediation" shall mean any works or action: (A) limiting, mitigating,

remediating, preventing, removing or containing the presence or effect of any

Hazardous Substance in or on the Environment; and/or (B) any investigations,

sampling, testing or monitoring in connection with (A).

"Required Sellers" means the Share Sellers holding at least 50% in nominal

value of the Shares and the Bond Sellers holding at least 50% of the face amount

of the Bonds.

"Resolution" means Resolution numbered 1 in the Framework Agreement.

"SEC" means the Securities and Exchange Commission.

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"SEC Filing Date" has the meaning set forth in SECTION 5.3.

"SEC Filings" has the meaning set forth in SECTION 5.3.

"Securities" means the Shares and the Bonds.

"Securities Act" means the Securities Act of 1933, as amended, and the

rules and regulations promulgated thereunder.

"Sellers" has the meaning set forth in the preamble.

"Share Cash Consideration" means the amount, if any, equal to the Total

Cash Consideration minus: (i) the Bond Cash Consideration; and (ii) the

Management Bonus.

"Share Consideration" means the number of Buyer Shares, if any, equal to

the Total Share Consideration minus the Bond Share Consideration.

"Share Escrow" means the Buyer Shares in the escrow account maintained by

the Escrow Agent for the benefit of the Share Sellers and the Shareholders (or

the Person designated in writing by such Share Seller or Shareholder, as the

case may be, at least three Business Days prior to Closing).

"Shareholder" means any Person (other than the Buyer) who holds Shares,

but is not a Share Seller, including any Person who holds any shares in the

Company as a result of the exercise of any Option under rule 5.2 of the Option

Plan.

"Shares" has the meaning set forth in the recitals.

"Share Sellers" means (i) the Committed Sellers and (ii) those persons who

execute and deliver to the Buyer the Form of Acceptance.

"Significant Subsidiaries" means Manchester U.S. Holdings Inc. and

Manchester LLC.

"Subsidiaries" has the meaning set forth in SECTION 4.6(a).

"Tax Return" includes any material report, statement, form, return or

other document or information required to be supplied to a taxing authority in

connection with Taxes.

"Taxes" means any federal, state, local or foreign income or gross

receipts tax, alternative or add-on minimum tax, sales or use tax, customs duty

or any other tax, charge, fee, levy or other assessment including without

limitation property, transfer, occupation, service, license, payroll, value

added, franchise, excise, withholding, ad valorem, severance, stamp, premium,

windfall profit, employment, rent or other tax, governmental fee or like

assessment or charge of any kind whatsoever, together with any interest, fine or

penalty thereon, addition to tax, additional amount, deficiency, assessment or

governmental charge imposed by any federal, state, local or foreign taxing

authority.

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"Title Documents" all deeds, title insurance policies, surveys, mortgages,

certificates of occupancy, building permits and inspection certificates,

agreements and other documents granting to the Company or any of the

Subsidiaries title to or an interest in or otherwise affecting any Real

Property, together with all amendments, modifications and supplements thereto.

"Total Cash Consideration" means $63,957,003.18.

"Total Consideration" means the Total Cash Consideration plus the dollar

value of the Total Share Consideration based on the five day average closing

price of the Common Shares on the NYSE, as reported by The Wall Street Journal,

Eastern Edition, as of the end of the Business Day prior to the Closing Date.

"Total Share Consideration" means 24,011,171 Common Shares.

"Trade Secrets" means know-how, inventions, discoveries, methods,

processes, techniques, methodologies, formulae, algorithms, technical data,

specifications, research and development information, technology, data bases and

other proprietary or confidential information, including customer lists, in each

case that derives economic value (actual or potential) from not being generally

known to other persons who can obtain economic value from its disclosure, but

excluding any Copyrights or Patents that cover or protect any of the foregoing.

"USRPHC" has the meaning set forth in SECTION 4.20(d).

"WARN" has the meaning set forth in SECTION 6.8(e).

"Welfare Plans" has the meaning set forth in SECTION 4.15(a).

SECTION 1.2. REQUIRED SELLERS.

Where this Agreement provides or requires the waiver or consent of, or

notice or information to be given to, the Sellers, each Seller agrees that such

provision or requirement shall be satisfied by the waiver or consent of, or

notice or information being given to, or the right being exercised by, the

Required Sellers.

SECTION 1.3. ACCESSION TO THIS AGREEMENT.

The rights and obligations expressed in this Agreement in respect of any

Share Seller (whether such rights and obligations are of an original party to

this Agreement or any Share Seller who accedes to it) will arise:

(a) in respect of a Share Seller who is a Committed Seller, on the

execution and delivery to the Buyer of this Agreement; and

(b) in respect of any other Share Seller, on the execution and delivery

to the Buyer of the Form of Acceptance, which will constitute the accession of

that Share Seller to this Agreement as if named in it as a Share Seller.

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ARTICLE TWO

TERMS OF THE TRANSACTION

SECTION 2.1. EXCHANGE OF SECURITIES.

(a) On the Closing Date (as defined in Section 2.2 below), (i) subject to

the satisfaction of the conditions set forth in Articles 7 and 8 of this

Agreement:

(i) Each of the Bond Sellers, severally and not jointly, shall sell

and agrees to transfer to the Buyer the number of Bonds set forth opposite

its name on Schedule A, and the Buyer shall pay to each Bond Seller an

amount of cash equal to such Bond Seller's pro rata portion of the Bond

Cash Consideration and shall deliver to each Bond Seller (or the Person

designated in writing by such Bond Seller at least three Business Days

prior to Closing) the number of Buyer Shares equal to such Bond Seller's

pro rata portion of the Bond Share Consideration.

(ii) Each of the Share Sellers, severally and not jointly, shall

sell and agrees to transfer to the Buyer the number of Shares set forth

opposite its name on Schedule A and the Buyer shall deposit in the Cash

Escrow the Share Cash Consideration and in the Share Escrow, the Share

Consideration.

(b) The Buyer shall deposit in the Cash Escrow an amount equal to any

Option Exercise Proceeds in respect of any exercise of the Options after the

Closing promptly following any such exercise.

(c) On the Business Day following the day which is 14 days after the

Closing Date, the Escrow Agent shall release to each Share Seller and

Shareholder (or the Person designated in writing by such Share Seller or

Shareholder, as the case may be, at least three Business Days prior to Closing)

the amount of cash, equal to its, his or her respective pro rata portion of the

Cash Escrow and shall deliver to each Share Seller and Shareholder (or the

Person designated in writing by such Share Seller or Shareholder, as the case

may be, at least three Business Days prior to Closing) the number of Buyer

Shares, if any, equal to its, his or her respective pro rata portion of the

Share Consideration in each case in respect of all the Shares set out opposite

their respective names on Schedule A and any shares in the Company issued as a

result of the exercise of any Options under rule 5.2 of the Option Plan. THE

BUYER EXPRESSLY AGREES THAT IT AND THE ESCROW AGENT SHALL HAVE NO RIGHT TO

OFFSET, SET OFF OR WITHHOLD ANY AMOUNT FROM THE CASH CONSIDERATION, THE SHARE

CONSIDERATION OR THE ESCROW AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY ANY

SELLER OR THE COMPANY OF ANY REPRESENTATION, WARRANTY OR COVENANT SET FORTH IN

THIS AGREEMENT OR ANY ANCILLARY AGREEMENT.

(d) Notwithstanding anything to the contrary contained herein, in the

event the Share Cash Consideration would otherwise equal $0, then an amount

equal to $.001 times the number of Shares and shares in the Company the subject

of Options outstanding on the Closing Date shall be deducted from the Bond Cash

Consideration and deposited in the Cash Escrow.

(e) No certificates representing fractional shares of Buyer Shares shall

be issued to any Seller or Shareholder pursuant to this Agreement. In lieu of

receiving any such fractional share (after taking into account all of the Buyer

Shares delivered to any such Person), any such Seller or Shareholder shall

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receive from the Buyer cash (without interest) in an amount rounded to the

nearest whole cent, determined by multiplying (i) the five day average closing

price of the Common Shares on the NYSE, as reported by the Wall Street Journal,

Eastern Edition ending on Business Day prior to the Closing Date by (ii) the

fractional share to which such holder would otherwise be entitled. The Buyer

shall make available to the Escrow Agent the cash necessary to pay any amounts

payable to the Share Sellers and Shareholders pursuant to this Section 2.1(e).

(f) All fees and expenses arising under the Escrow Agreement, including

the fees and expenses of the Escrow Agent, will be paid by the Buyer in cash and

shall not be deducted from the Escrow.

SECTION 2.2. CLOSING.

(a) Unless this Agreement shall have been terminated pursuant to the

provisions of Article Nine, the closing of the purchase and sale of the

Securities (the "Closing") shall be held at the offices of Gibson, Dunn &

Crutcher LLP located at 200 Park Avenue, New York, New York 10166, or at such

other place as the parties may agree upon, at 10:00 A.M., local time, on the

date that is three Business Days after all of the conditions set forth in

Article Seven and Article Eight have been met or at such other place, time or

date as the Buyer, the Company and the Required Sellers may agree (the "Closing

Date").

(b) At or prior to the Closing, the Company shall have furnished or made

available to the Buyer the following:

(i) the Organizational Documents of the Company and the Subsidiaries

and all amendments thereto, duly certified by the proper officials of the

jurisdiction in which such company is organized and duly certified by the

Secretary of such company as being in full force and effect on the Closing

Date;

(ii) resignations, effective on the Closing Date, of those directors

and company secretaries of the Company as the Buyer may designate in

writing to the Company no later than 3 Business Days prior to the Closing

Date and the Company shall use reasonable efforts to provide the

resignations of those directors and company secretaries of the

Subsidiaries as the Buyer may direct in writing no later than 3 Business

Days prior to the Closing Date; provided, that in each case such

resignations shall acknowledge in a legally enforceable document that,

other than any unpaid director's or secretary's fees and expenses properly

incurred up to and including the Closing Date in the exercise of their

duties as a director or company secretary (as the case may be), such

directors and company secretaries have no claim against the Company or any

Subsidiary whether for loss of office or otherwise in connection with the

resignation of such directorship or secretaryship;

(iii) the complete and correct corporate minute books, and to the

extent available, stock ledgers, stock transfer records, statutory

registers, share certificate books and corporate seals of the Company and

the Significant Subsidiaries;

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(iv) the complete and correct (in all material respects) corporate

minute books and stock ledgers, stock transfer records, statutory

registers, share certificate books and corporate seals (if any) of the

Subsidiaries;

(v) a statement meeting the requirements of Treasury Regulation

Section 1.1445-2(c)(3) that MUSH is not a USRPHC within the meaning of

Section 897 of the Code and was not a USRPHC on any determination date (as

defined) in Treasury Regulation Section 1.897-2(c) that occurred in the

five-year period preceding the Closing Date in the form of Exhibit

2.2(b)(v) hereto;

(vi) duly executed transfers of each share in a Subsidiary which is

not registered in the name of the Company or another Subsidiary in favor

of the Buyer or as it may direct, together with the relevant share

certificate(s);

(vii) the (x) resignation of the auditors of the Company and each

Subsidiary effective on the Closing Date in each case confirming that

there are no circumstances connected with their resignation which should

be brought to the attention of the members or creditors of the Company or

a Subsidiary or (y) the removal of the auditors of the Company and each

Subsidiary, in accordance with Law, effective on the Closing Date;

(viii) the Registration Rights Agreement, duly executed by the

parties thereto other than the Buyer;

(ix) the Board Nominee Agreement, duly executed by the parties

thereto other than the Buyer;

(x) the Escrow Agreement, duly executed by the parties thereto other

than the Buyer;

(xi) certified copies of minutes of the Company authorizing the

execution and entry into of this Agreement and the Ancillary Agreements to

which it is a party; and

(xii) such other documents relating to the Company or the

Subsidiaries as the Buyer may reasonably request.

(c) At or prior to the Closing, the Buyer shall have furnished or made

available to the Required Sellers, for the benefit of the Sellers:

(i) the charter documents of the Buyer and all amendments thereto,

duly certified by the appropriate officials of the jurisdiction in which

the Buyer was organized;

(ii) the by-laws (or equivalent thereof) of the Buyer, duly

certified by the Secretary of the Buyer as being in full force and effect

on the Closing Date;

(iii) the Registration Rights Agreement duly executed by the Buyer;

(iv) the Board Nominee Agreement duly executed by the Buyer;

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(v) the Escrow Agreement, duly executed by the Buyer; and

(vi) such other documents relating to the Buyer as the Company may

reasonably request.

(d) At the Closing:

(i) each Bond Seller shall deliver to the Buyer a duly executed

instrument of transfer in favor of the Buyer in writing as approved by the

Bond issuer's board of directors, together with the relevant bond

certificate (or an indemnity in a form reasonably acceptable to the Buyer

in respect of lost bond certificates) for all of the Bonds listed opposite

such Bond Seller's name on Schedule A and the Buyer shall deliver to or

for the benefit of such Bond Seller his, her or its pro rata portion of

the Aggregate Bond Consideration in accordance with Section 2.1;

(ii) each Share Seller shall deliver or procure the delivery to the

Buyer of a stock transfer form (duly executed by such Share Seller or by a

duly appointed attorney on behalf of such Share Seller) in favor of the

Buyer, together with the relevant share certificates (or an indemnity for

lost certificate in the form of Exhibit 2.2(d)(ii) hereto in respect of

lost share certificates) for all of the Shares listed opposite such Share

Seller's name on Schedule A and the Buyer shall deposit the Aggregate

Share Consideration in the Escrow in accordance with Section 2.1.

Notwithstanding any other terms of this Agreement, in accordance with the

Offer Document, the Buyer shall not be obligated to deliver any

consideration to any Share Seller unless and until that Share Seller shall

have delivered to the Buyer such share certificates or such an indemnity

in respect of lost share certificates); and

(iii) the Buyer is not obligated to close or purchase any Securities

if less than all of the Securities outstanding at Closing are tendered at

the Closing in accordance with the terms hereof.

(e) The Sellers shall procure that a board meeting of the Company (and

Memec Holdings Limited, but only in the case of (iii) below) is held at or prior

to the Closing at which it is resolved that, effective as of the Closing Date:

(i) such persons as the Buyer nominates (no later than 3 Business

Days prior to the Closing Date) are appointed as additional directors and

the secretary of that company effective as of the Closing Date;

(ii) its registered office is changed to such address as the Buyer

may indicate no later than 3 Business Days prior to the Closing Date;

(iii) the transfers referred to in Sections 2.2(d)(i) and 2.2(d)(ii)

(subject only to their being, in the case of the Shares, duly stamped) are

approved for registration by the Company (in the case of the Shares) and

Memec Holdings Limited (in the case of the Bonds); and

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(iv) such auditors as the Buyer may indicate no later than 3 days

prior to Closing are appointed as auditors with effect from the Closing

Date.

SECTION 2.3. NO LIENS.

The Securities shall be sold free from all Liens and together with all

rights attaching to them at the date of this Agreement and, in the case of the

Shares, fully paid.

SECTION 2.4. ISSUANCE OF BUYER SHARES.

The Buyer Shares to be issued as the Total Stock Consideration have been

duly authorized and, when issued and delivered in accordance with the terms of

this Agreement, will be validly issued, fully paid and non-assessable and the

issuance thereof is not subject to any Liens or preemptive or similar right.

SECTION 2.5. WAIVER AND RELEASE.

Each Seller, severally and not jointly with any other Seller:

(a) covenants with the Buyer that he, she or it has the right to sell

and transfer to the Buyer the full legal and beneficial interest in those

Securities to be sold by him, her or it on the terms set out in this Agreement;

(b) waives (and shall procure the waiver by his, her or its nominee(s)

of) all rights of pre-emption and other restrictions on transfer rights which

he, she or it (or such nominee(s)) may have (whether under the Company's

articles of association or otherwise) in respect of the transfer to the Buyer or

its nominee(s) of any of the Shares;

(c) agrees and acknowledges that it has no claims against any other

Seller or any of their affiliates, advisors, agents, directors, employees or

representatives in respect of the entry into or performance of this Agreement;

and

(d) effective as of the Closing Date, upon issuance of the Buyer Shares

in accordance with the terms of this Agreement, for valuable consideration

receipt of which is hereby acknowledged, on behalf of himself, herself or itself

and such Seller's successors, heirs, executors, administrators and assigns, does

hereby remise, release and forever discharge the Company and the Subsidiaries,

and their successors, assigns, officers, directors, agents, employees and

counsel, from all manner of actions, causes of action, suits, debts, sums of

money, bonds, bills, contracts, controversies, agreements, promises, damages,

judgments, claims and demands whatsoever, which such Seller ever had, now has or

hereafter can, shall or may have, for, upon or by reason of its ownership of the

Securities arising prior to or contemporaneously with the Closing; provided,

however, that nothing in this clause (d) shall operate to release any

obligations of the Buyer arising under this Agreement or the Ancillary

Agreements.

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ARTICLE THREE

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each of the Sellers, severally and not jointly with any other Seller,

represents and warrants to the Buyer, as of the date hereof and as of the

Closing Date, as follows:

SECTION 3.1. POWER AND AUTHORITY.

Such Seller has all requisite power and authority or if an individual,

legal capacity, to execute and deliver this Agreement and the Ancillary

Agreements to which it is a party, to perform the obligations of such Seller

hereunder and thereunder and to consummate the transactions contemplated hereby

and thereby. This Agreement and the Ancillary Agreements to which such Seller is

a party have been duly authorized, executed and delivered by such Seller,

constitute the valid and binding agreements of such Seller and are enforceable

against such Seller in accordance with their terms.

SECTION 3.2. THE SECURITIES.

Such Seller is either (i) the beneficial and registered owner of the

Securities set forth opposite such Seller's name on Schedule A or (ii) is the

registered owner of such Securities and has the legal capacity to transfer the

beneficial title to such Securities. Such Securities are held by such Seller as

the registered owner thereof, free and clear of all Liens (other than Liens

created by this Agreement) and are not subject to any restriction with respect

to their transferability (other than restrictions on transfer under applicable

federal, state and foreign securities laws). Except for this Agreement, the

Framework Agreement and as set forth on Schedule 3.2, such Seller (i) is not

party to and has not granted to any other Person, any options, warrants,

subscription rights, rights of first refusal or any other rights providing for

the acquisition or disposition of the Securities or any other equity interest in

the Company or the Subsidiaries and (ii) is not a party to any voting agreement,

voting trust, proxy or other agreement or understanding with respect to the

voting of any of the Shares.

SECTION 3.3. SECURITIES LAWS.

(a) Such Seller that is a U.S. person is an "accredited investor" as

such term is defined in Rule 501(a) promulgated under the Securities Act, and is

financially able to hold the Buyer Shares for long term investment and to suffer

a complete loss of its investment in the Buyer Shares. The Buyer Shares are

being acquired by such Seller for its own account for investment purposes, and

not with a view to any distribution thereof within the meaning of the Securities

Act. Such Seller has had the opportunity to ask questions of the Buyer and its

subsidiaries and their officers and employees and to receive to its satisfaction

such information about the business and financial condition of the Buyer and its

subsidiaries as it considers necessary or appropriate for deciding whether to

consummate the transactions contemplated hereby, and such Seller is fully

capable of understanding and evaluating the risks associated with the ownership

of the Buyer Shares.

(b) Such Seller has conducted its own diligence investigation with

respect to the merits and risks associated with its ownership of the Buyer

Shares as it deems appropriate. No

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Seller is relying on nor has relied on (i) any representation by the Buyer or

any affiliate or representative of the Buyer, other than the representations and

warranties of the Buyer hereunder or (ii) any due diligence or other

investigation conducted by any other Seller.

(c) Such Seller acknowledges (i) except as contemplated by the

Registration Rights Agreement, that the Buyer Shares will not be registered

under the Securities Act or under the securities laws of any state and must be

held by such Seller indefinitely unless the resale of the Buyer Shares is

subsequently registered under the Securities Act and any applicable state

securities law or an exemption from such registration becomes or is available

and (ii) in addition to any legend required by law or any other agreement by

which such Seller is bound, the Buyer shall place the following legend on any

certificate representing the Buyer Shares:

"THE TRANSFERABILITY OF THESE SECURITIES IS SUBJECT TO RESTRICTION.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT

OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY BE REOFFERED AND

SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION

IS AVAILABLE."

SECTION 3.4. ARTICLES.

Each of the Majority Share Sellers hereby represents and warrants that the

provisions set forth in Section 16 of the Articles of Association of the Company

has not been and will not be triggered as a result of the transactions

contemplated by this Agreement and the Ancillary Agreements.

ARTICLE FOUR

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Buyer, as of the date hereof

and as of the Closing Date, as set forth in this Article Four.

Any reference to a party's "knowledge" means with respect to the Company,

the actual knowledge of the persons set forth on Schedule 4; provided, that if

such persons shall have actual knowledge of facts and circumstances that would

lead a reasonably prudent person to inquire and gain actual knowledge of a

particular matter, such person shall be deemed to have actual knowledge of such

matter unless they make such further inquiry.

SECTION 4.1. POWER AND CAPACITY.

The Company has all requisite corporate power and authority to execute and

deliver this Agreement and the other Ancillary Agreements to which it is a

party, to perform the obligations of the Company hereunder and thereunder and to

consummate the transactions contemplated hereby and thereby. This Agreement and

the Ancillary Agreements to which the Company is a party have been duly

authorized, and when executed and delivered by the Company, shall constitute the

valid and binding agreement of the Company and will be enforceable against the

Company in accordance with their terms.

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SECTION 4.2. ORGANIZATION AND QUALIFICATION.

(a) The Company is a limited company duly incorporated under English law

and has been in continuous existence since incorporation. The Company is

qualified to do business as a foreign corporation in each jurisdiction where the

nature of its business or the character or location of its properties makes such

qualification necessary, except to the extent that the failure to so qualify has

not had a Material Adverse Effect. The Company has all requisite corporate power

and authority to own or lease and operate its material properties and assets and

to carry on its business as now conducted.

(b) Accurate and complete copies of the Organizational Documents and the

minute books of the Company have been made available to the Buyer and accurate

and complete copies of the stock ledgers and stock transfer records of the

Company and the Subsidiaries have been, or prior to Closing will be, furnished

to the Buyer. Such minute books contain the minutes of all meetings of the

shareholders and the board of directors, and all committees thereof, of the

Company. All such meetings of the Company were duly called and held, and a

quorum was present and acting throughout each such meeting. Such stock ledgers

and stock transfer records reflect all issuances and registrations of transfer

of all shares of capital stock of the Company and the certificates representing

all canceled shares of capital stock have been returned to the stock ledger.

(c) The Committed Sellers either: (i) own directly, beneficially and as the

registered shareholders; or (ii) are the registered shareholders and have the

legal capacity to transfer the beneficial title to, at least 94.6% (by number)

of the Shares and the Bond Sellers either: (x) own directly, beneficially and of

record; or (y) are the holders of record and have the legal capacity to transfer

the beneficial title to, 100% of the Bonds.

SECTION 4.3. CONFLICTING INSTRUMENTS; CONSENTS.

(a) Except as set forth on Schedule 4.3(a), the execution and delivery by

the Company of this Agreement and the Ancillary Agreements to which it is a

party does not, and the consummation of the transactions contemplated hereby and

thereby will not, (i) violate any provision of the articles of incorporation or

the by-laws (or the equivalent thereof), as amended from time to time

(collectively, the "Organizational Documents") of the Company or any of the

Subsidiaries, or (ii) result in the creation of any Lien upon the Securities or,

other than any Permitted Lien or Liens created by or resulting from the

activities of the Buyer and its affiliates, any of the material properties or

assets of the Company or any of the Subsidiaries, or (iii) conflict with or

result in a material breach of, create an event of default (or event that, with

the giving of notice or lapse of time or both, would constitute an event of

default) under, or give any third party the right to accelerate any material

obligation under, any Material Contract.

(b) Except for the filings under the HSR Act and the other filings set

forth on Schedule 4.3(b), the execution and delivery by the Company of this

Agreement and the Ancillary Agreements to which it is a party do not, and the

consummation of the transactions contemplated hereby and thereby will not,

result in a violation of, or require any authorization, approval, consent or

other action by, or registration, declaration or filing with or notice to, any

court or administrative or governmental body pursuant to, any statute, law,

rule, regulation or ordinance

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applicable to any Seller, the Company or any of the Subsidiaries, except where

the failure to obtain such consent would not, individually or in the aggregate,

have a Material Adverse Effect. There is no pending or threatened action, suit,

proceeding or investigation before or by any court or governmental body or

agency, (i) to restrain or prevent the consummation of the transactions

contemplated by this Agreement or the Ancillary Agreements, (ii) that could

reasonably be expected to prohibit the Buyer from owning or voting the Shares or

owning the Bonds or (iii) that could reasonably be expected to restrict the

right of the Buyer to operate the business of the Company or any of the

Subsidiaries.

SECTION 4.4. TRANSFER OF THE SECURITIES.

Upon the delivery of the relevant instruments of transfer for the

Securities by the Sellers and payment for the Securities as provided for in this

Agreement, the Buyer will acquire good and valid title to all of the outstanding

Securities, free and clear of all Liens.

SECTION 4.5. CAPITALIZATION.

(a) The Company has an authorized share capital consisting of (i) 2,264,680

Founder Shares, par value $0.20 per share, of which 2,264,680 shares are issued;

(ii) 9,054,987 A Ordinary Shares, par value $0.20 per share, of which 7,735,320

shares are issued; (iii) 90,000,000 B Redeemable Shares, par value $0.01 per

share, of which 90,000,000 shares are issued; and (iv) 9,288,108 C Ordinary

Shares, par value $0.20 per share, of which 180,000 shares are issued. Except as

set forth on Schedule 4.5(a), there are no outstanding or authorized options,

subscriptions, warrants, calls, rights, commitments or other agreements of any

character obligating the Company or any Subsidiary to issue, sell or transfer,

pledge or otherwise encumber any shares of its capital stock or any other

securities convertible into or exercisable for or evidencing the right to

subscribe for any shares of its capital stock. All of the outstanding equity

securities of the Company have been, and all shares of the Company that may be

issued upon exercise or conversion of options, warrants and other securities

convertible into or exercisable for shares of the Company will be, when issued,

duly authorized, validly issued, fully paid and non-assessable. To the knowledge

of the Company, all of the outstanding equity securities of the Company,

including options, warrants, and other securities convertible into or

exercisable for shares of the Company, were issued by the Company in compliance

with all applicable Laws; provided, however, that the Company does not make any

representations hereunder with respect to the "blue sky" laws of the states of

the United States or the local securities laws of any non-United States

jurisdiction.

(b) Schedule 4.5(b) sets out in relation to each option to acquire shares

of the Company (i) the name of the option holder, (ii) the number and class of

the Company's shares subject to the option, (iii) the strike price per share at

which the option may be exercised, (iv) the date on which the option was granted

and (v) the name of the share option plan or arrangement under which the option

was granted.

SECTION 4.6. SUBSIDIARIES.

(a) Set forth on Schedule 4.6 is a complete list of the corporations or

other entities (the "Subsidiaries") with respect to which the Company

beneficially owns, directly or indirectly,

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any of the outstanding stock or other equity interests. Except for the

Subsidiaries, the Company does not have any equity interest or investment in any

Person, whether incorporated or unincorporated, direct or indirect. Set forth on

Schedule 4.6 is a complete list of each partnership or joint venture agreement

or arrangement to which the Company or any of the Subsidiaries is party and the

interest of the Company or such Subsidiary therein.

(b) Each Subsidiary is duly organized, validly existing and in good

standing under the laws of its jurisdiction of incorporation, which

jurisdictions are set forth on Schedule 4.6. Each Subsidiary is qualified to do

business as a foreign corporation in each jurisdiction where the nature of its

business or the characters or location of its properties makes such

qualification necessary, except to the extent that the failure to so qualify has

not had a Material Adverse Effect. Each Subsidiary has the corporate power and

authority to own or lease and operate its properties and assets and to carry on

its business as it is now being conducted.

(c) Except as set forth on Schedule 4.6, the Company owns, directly or

indirectly, 100% of the outstanding shares of capital stock or other ownership

interests of each of the Subsidiaries, free and clear of any Liens, other than

Liens specified in clauses (i), (iii) or (iv) of the definition of Permitted

Liens. The shares of capital stock or other ownership interests so issued by the

Subsidiaries have been duly authorized and validly issued, are fully paid and

non-assessable. There is no outstanding or authorized option, subscription,

warrant, call, right, commitment or other agreement of any character obligating

the Company or any of the Subsidiaries to issue, sell, transfer, pledge or

otherwise encumber any share of capital stock or other ownership interest of any

of the Subsidiaries or any security or other instrument convertible into or

exercisable for or evidencing the right to subscribe for any such share of

capital stock or other ownership interest.

(d) To the Company's knowledge, the minute books, stock ledgers and stock

transfer records of the Subsidiaries furnished to the Buyer for review are

accurate and complete in all material respects.

SECTION 4.7. FINANCIAL STATEMENTS.

(a) The Company has furnished the Buyer with copies of the following

(collectively, the "Financial Statements"): (i) the audited consolidated

financial statements (including related notes) of the Company for the fiscal

years ended December 31, 2004 (in draft form as provided to the Buyer), 2003 and

2002, including balance sheets as at December 31, 2004, 2003 and 2002; and (ii)

the related statements of income and cash flows for the fiscal year then ended.

(b) The Financial Statements complied, as of the date thereof, as to form

in all material respects with applicable accounting requirements and the

published rules and regulations of the SEC with respect thereto, were prepared

in accordance with generally accepted accounting principles in the United States

of America ("GAAP") consistently applied throughout the periods covered (except

as may be indicated in the notes thereto) and fairly presented in all material

respects the consolidated financial position of the Company and its consolidated

Subsidiaries as of the dates thereof and their consolidated results of

operations and cash flows for the periods then ended (subject, in the case of

unaudited statements, to normal and recurring year-end adjustments and the

absence of notes).

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(c) Except as and to the extent reflected or reserved against in the

Financial Statements, as of the Balance Sheet Date, neither the Company nor any

of the Subsidiaries had any material liabilities or obligations (absolute or

contingent), of a nature required by GAAP to be reflected in a consolidated

balance sheet as of such date.

SECTION 4.8. REAL PROPERTY.

(a) Set forth on Schedule 4.8(a) is true and complete list of all real

property owned by the Company or its Subsidiaries (the "Owned Real Property") .

Also set forth on Schedule 4.8(a) is a true and complete list of all real

property leased, subleased, licensed or otherwise occupied by the Company or its

Subsidiaries pursuant to a Property Lease (collectively, including any

improvements located thereon, the "Leased Real Property"). True and complete

copies of each Property Lease have been made available to the Buyer in the Data

Room.

(b) With respect to the Property Leases, to the knowledge of the Company,

there is no material default or event of default or event that has occurred and

is continuing and, which with the giving of notice or lapse of time or both,

would constitute a material default or event of default on the part of the

Company or any of its Subsidiaries under the Property Leases, or on the part of

any other Person party to any of the Property Leases. To the knowledge of the

Company, all of the Property Leases are in full force and effect, and are valid

and enforceable against the parties thereto in accordance with their terms, and,

except as set forth in Schedule 4.8(b), the Company or its Subsidiary is in

possession, and is the only Person in possession, of the Leased Real Property.

(c) The Company and the Subsidiaries have good title to the Owned Real

Property and to all buildings, fixtures and improvements located thereon, free

and clear of all Liens other than Permitted Liens. The Company and the

Subsidiaries have good and valid leasehold estates or interests, as applicable,

in all Leased Real Property, free and clear of all Liens other than Permitted

Liens.

(d) To the knowledge of the Company, the Real Property, and the use,

operation or maintenance thereof as currently used, operated and maintained by

the Company or its Subsidiary, do not violate any applicable Law in any material

respect.

(e) (i) There is no pending or, to the knowledge of the Company, threatened

condemnation or eminent domain proceeding with respect to, or materially and

adversely affecting, any Owned Real Property and (ii) to the knowledge of the

Company, there is no pending or threatened condemnation or eminent domain

proceeding with respect to, or materially and adversely affecting any Leased

Real Property.

SECTION 4.9. PERSONAL PROPERTY.

Except as described in Schedule 4.9, the Company and the Subsidiaries have

good and marketable title to all material personal property reflected on the

Balance Sheet and all material personal property acquired by the Company or any

of the Subsidiaries since the date of the Balance Sheet (except such personal

property as has been disposed of in the ordinary course of business), free and

clear of any Impairments, except for Permitted Liens. All material items of

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personal property are in good condition and in a reasonable state of repair,

reasonable wear and tear excepted.

SECTION 4.10. ACCOUNTS RECEIVABLE AND INVENTORY.

(a) All accounts receivable reflected in the Balance Sheet, and, to the

knowledge of the Company, all accounts receivable arising since the Balance

Sheet Date, arose from bona fide sales transactions in the ordinary course of

business consistent with past practice and do not represent obligations for

goods sold on consignment or approval or on a sale-or-return basis or subject to

any other repurchase or return arrangement, other than in the ordinary course of

business, consistent with past practice.

(b) The inventories set forth in the Balance Sheet net of reserves

consisted, and all inventory acquired since the Balance Sheet Date consists, of

a quality and quantity usable and saleable in the ordinary course of business.

SECTION 4.11. PERSONNEL.

Set forth on Schedule 4.11 is a true and complete list of:

(a) the name of each person employed by the Company or any Subsidiary

whose total compensation for services rendered, including without

limitation bonuses and deferred compensation, for the fiscal year ended

December 31, 2004 (and if determined, for December 31, 2005) was (or will

be, as applicable) in excess of the rate of $250,000 per year or who has an

employment agreement with the Company or any Subsidiary that provides for

severance benefits for, or notice of termination for a term of more than

one year (any such person, a "Key Employee"), the title or job

classification of each such person and the current compensation including

bonuses and deferred compensation of each such person;

(b) the name of each person, if any, holding tax or other powers of

attorney from the Company or any Subsidiary and a summary of the terms

thereof;

(c) the name and title or job description of each director and officer

of the Company and each of the Subsidiaries; and

(d) details of any arrangement or practice regarding redundancy

payments, whether contractual, customary, discretionary or otherwise,

applicable to any employee of the Company or any of the Subsidiaries other

than those required to be provided to such employee by applicable Law.

SECTION 4.12. LABOR MATTERS.

(a) Except as set forth on Schedule 4.12(a), neither the Company nor any

Subsidiary is a party to any contract or collective bargaining agreement with

any labor organization, union, group, works council or other employee

representative body. Other than as set forth on Schedule 4.12(a), to the

knowledge of the Company, there are no activities or proceedings by any labor

organization, union, group or association or representative thereof to organize

any

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employees of the Company or any of the Subsidiaries, and there have been no such

activities or proceedings within the preceding three years. There are no

lockouts, strikes, slowdowns, work stoppages pending or, to the knowledge of the

Company, threatened by or with respect to any employees of the Company or any of

the Subsidiaries that could reasonably be expected to result in material

liability to the Company or any Subsidiary, nor have there been any such

lockouts, strikes, slowdowns or work stoppages in the preceding three years.

(b) To the knowledge of the Company, there is no material claim pending

between the Company or any Subsidiary and any of their respective employees.

Except as set forth in Schedule 4.12(b), there is not, and during the three

fiscal years prior to the date of this Agreement there has not occurred, any

material claim, grievance, arbitration, negotiation, suit, action or charge of

or by any employee of the Company or any Subsidiary submitted to, and no

complaint is pending against the Company or any Subsidiary before, the National

Labor Relations Board or any state or local agency or court or tribunal in any

jurisdiction. To the knowledge of the Company, the Company and the Subsidiaries

have complied in all material respects with all applicable statutes, regulations

and executive orders of the United States of America, all states and other

subdivisions thereof, all foreign jurisdictions and all agencies and

instrumentalities of the foregoing respecting employment, termination of

employment, employment practices, terms and conditions of employment and wages

and hours.

(c) To the extent permitted by applicable law, the Sellers have made

available to the Buyer copies of all material claims, complaints, reports and

other documents that have been filed with an administrative agency or court of

law against or by the Company or any Subsidiary during the past three years

pursuant to workers' compensation laws, Title VII of the Civil Rights Act of

1964, the Occupational Safety and Health Act of 1970, the National Labor

Relations Act of 1935 or any other federal or state laws (or laws of any foreign

jurisdiction) relating to employment of labor.

SECTION 4.13. ENVIRONMENTAL MATTERS.

(a) Except as has not had a Material Adverse Effect, none of the Company,

the Subsidiaries nor, to the knowledge of the Company, any previous owner,

tenant, occupant, operator or user of any Real Property or Former Real Property

or any other person has engaged in or permitted any operation or activity at or

upon, or any use or occupancy of, any Real Property or Former Real Property, or

any portion thereof, for the purpose of or in any way involving the handling,

manufacture, treatment, storage, transporting, use, generation, release,

discharge, refining, du