SHARE AND ASSETS SALE AGREEMENT

(1)

BLAGDEN COMPANIES , the names and addresses of which are set out in Schedule 1 ;

(2)

VANLOON CONSULTING SERVICES B.V. , a company incorporated under the laws of the Netherlands whose business office is at Baronielaan 139, 4818 PD Breda, the Netherlands; and

(3)

GREIF COMPANIES , the names and addresses of which are set out in Schedule 2 (together hereinafter the Purchasers ).

Parties (1) and (2) are together hereinafter referred to as the Vendors .

(A)

Blagden Group NV is a private company limited by shares incorporated in accordance with the laws of Belgium and registered at the crossroad bank for enterprises with number 0861.912.997. Blagden Group NV is active on the Eurasian market in the production, reconditioning and distribution of steel drums and other industrial packaging products.

(B)

The Vendors will retain the business of reconditioning and recycling packaging products, including the sale of such reconditioned and recycled packaging products, in Europe and Asia and the Dutch Tin Plate Business. The Purchasers will acquire the new steel drum and other packaging business.

(C)

Between the date of this Agreement and the Completion Date, a corporate and tax restructuring will occur of Blagden Group with a view to enable the acquisition by the Purchasers of the New Business as defined hereafter.

(D)

The Vendors have agreed to sell and the Purchasers have agreed to buy the Shares as defined hereafter and the Halsteren Assets as defined hereafter, together comprising the New Business, on the terms and subject to the conditions of this Agreement.

1.

DEFINITIONS, INTERPRETATION AND THIRD PARTY RIGHTS

1.1

The Schedules form part of this Agreement and have the same force and effect as if set out in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.2

In this Agreement, the following words and expressions have the following meanings:

Accounts means the collection of the balance sheets and profit and loss accounts of the Target Companies (except for BP Singapore) and Target Subsidiaries (except for BP Croatia, BF Consulting, Rex Qingdao and Rex Malaysia) for the financial year which ended on the Accounts Date, as consistently reported in the monthly management reports and forming part of the audited consolidated accounts of Blagden Group NV for the financial year which ended on the Accounts Date, all as attached to this Agreement as Schedule 16 ;

Accounts Date means 31 December 2005;

Agreed Form means the form agreed between and signed by or on behalf of the Vendors and the Purchasers;

Asian Report of Legal Review means the redacted versions of the reports of legal review (i) relating to BP Singapore prepared by Allen & Gledhill – Singapore and dated 20 July 2006; (ii) relating to Rex Malaysia prepared by Shearn Delamore & Co - Kuala Lumpur and dated 6 June 2006 and (iii) relating to Rex Qingdao prepared by DeHeng Law Offices – Beijing and dated 3 July 2006;

Bank Guarantee has the meaning set out in Clause 5 of this Agreement;

Belgian GAAP means generally accepted accounting principles in Belgium;

BF Consulting means Bruges Finance Consulting bvba, a company established in Belgium;

Bidons means Bidons Egara S.L., a company established in Spain;

Bipol means Bipol Co. Ltd., a company established in Russia, including the Russian Branch;

Bipol Sib means Bipol Sib Co. Ltd., a company established in Russia;

Blagden France Holdings means Blagden France Holdings S.A.S., a company established in France;

Blagden Group means Blagden Group NV and all its Group Companies as at the date of this Agreement;

Blagden Mediterranée means Blagden Mediterranée EURL, a company established in France;

Blagden Staniford means Blagden Staniford Packaging Ltd., a company established in the United Kingdom;

BP Aquitaine means Blagden Packaging Aquitaine S.A.S., a company established in France;

BP Croatia means Blagden Packaging Adria d.o.o., a company established in Croatia;

BP Deutschland means Blagden Packaging Deutschland GmbH, a company established in Germany;

BP Femba means Blagden Packaging Femba SA, a company established in Spain;

BP Femba Ibérica means Blagden Packaging Femba Ibérica SL, a company established in Spain;

BP France means Blagden Packaging France S.A.S., a company established in France;

BP France Holdings means Blagden Packaging France Holdings S.A.S., a company established in France;

BP Lille means Blagden Packaging Lille S.A.S., a company established in France;

BP Nederland means Blagden Packaging Nederland B.V., a company established in the Netherlands;

BP NV means Blagden Packaging NV, a company established in Belgium, including the UK Branch;

BP Rumbeke means Blagden Packaging Rumbeke NV, a company established in Belgium;

BP Singapore means Blagden Packaging Singapore Pte. Ltd, a company established in Singapore;

BP Tournai means Blagden Packaging Tournai NV, a company established in Belgium;

BP Vienna means Blagden Packaging Vienna AG, a company established in Austria;

BP Wichelen means Blagden Packaging Wichelen NV, a company established in Belgium;

BP Zwolle means Blagden Packaging Zwolle B.V., a company established in the Netherlands;

Borrowings means the principal amount of any monies owed by the relevant person to a bank or other financial institution or other person under (i) a facility arrangement or (ii) overdraft arrangement or (iii) otherwise and the principal amount owed in respect of any loan capital or other debenture or reimbursement obligation or deferred purchase price of any kind of the relevant person or other financing arrangements, such as financial leases and off balance sheet instruments, but excluding the Syndicated Debt and amounts due under operating leases or hire purchase agreements;

BoS Debt means the outstanding principal of, accrued and unpaid interest on, any prepayment penalties or premiums, swap, hedging, break, redemption or other costs and charges on, and any other amounts payable with respect to, the facility made available to the Company and certain of its Group Companies pursuant to the terms of a third amendment and restatement agreement relating to a facilities agreement originally dated 18 December 2003 entered into on 2 March 2006 between the Company, certain Group Companies of the Company, the Governor and Company of the Bank of Scotland and others;

BoS Security means existing security granted by members of the Company and certain of the Target Companies, Target Subsidiaries or Target Joint Ventures, in respect of the BoS Debt, brief details of which are set out in Schedule 5 ;

Business Day means any day other than a Saturday, Sunday or any other day which is a national holiday in Belgium;

Cash means all cash liquidity and investment balances of the relevant person, including cash on hand, positive balances on bank and giro accounts, bank deposits, saving accounts and other financial investments, as well as outstanding payments made by negotiable payment instruments, as consistently reported within “Cash” in the monthly management reports of the relevant person;

Company means Blagden Group NV;

Completion means completion of the sale and purchase of the Shares in accordance with this Agreement and the Halsteren Assets in accordance with this Agreement and the Dutch Asset Agreement;

Completion Balance Sheet has the meaning set out in Clause 8.1;

Completion Date means not later than the third Business Day following the date on which the conditions specified in Clause 2.1 are (or the last of them is) satisfied;

Confidential Information means all information not in the public domain, which the Purchasers shall have received or obtained at any time by reason of or in connection with the transaction contemplated by this Agreement, and the documents referred to in it;

Consideration means the sum referred to in Clause 4.1;

Creditors means the trade creditors, non-financial inter-company creditors, dividends payable, other taxes, other short-term non-financial creditors (<1 year) and accruals as consistently reported within the “Creditors” in the monthly management reports of the relevant person;

Debtors means the net trade debtors, non-financial inter-company debtors, other short-term non-financial debtors (<1 year) and the prepayments as consistently reported within the “Debtors” in the monthly management reports of the relevant person;

Dutch Asset Agreement means the sale of assets agreement relating to the Halsteren Drum Division between BP Nederland and Greif Nederland;

Dutch Tin Plate Business means the production in the Netherlands and sale of cans and pails made of tin or steel with a diameter of 30.5 centimetre or less or a thickness of below 0.50 millimetre or a content of less than 30 litres;

Envases means Envases y Bidones Canarios, S.L., a company established in Spain;

Environmental Reports means the environmental due diligence reports prepared by Arcadis and dated 12 or 13 July 2006;

Equipment Lease means the lease agreement for certain equipment in Halsteren attached to this Agreement as Schedule 26 ;

Escrow Agent means the notary identified as such in the Escrow Agreement;

Escrow Agreement means the agreement attached to this Agreement as Schedule 9 ;

Escrow Amount means €4,000,000;

European Report of Legal Review means the redacted version (draft 3) of the report of legal review relating to the European operations of the Blagden Group co-ordinated by Macfarlanes and dated 21 July 2006;

Existing Security means the BoS Security or the Replacement Security, as the case may be;

Financial Report means the redacted version of the vendor due diligence report relating to the Blagden Group prepared by KPMG LLP and dated 17 July 2006;

Gent Division means the Belgian operations of BP NV;

Greif Belgium means Greif Belgium bvba;

Greif Canada means Greif Bros. Canada Inc.;

Greif France means Greif France Holdings S.A.S.;

Greif International means Greif International Holding B.V.;

Greif Nederland means Greif Nederland B.V.;

Group Company means in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;

Halsteren Assets means the assets relating to the Halsteren Drum Division as further specified in the Dutch Asset Agreement;

Halsteren Drum Division means the new drum operations of BP Nederland;

Insurance Report means the insurance due diligence report prepared by Allia and dated 16 June 2006;

Independent Accountants means [•] , registered accountants;

Interim Accounts means the collection of (i) the balance sheets and profit and loss accounts of the New Business (excluding BP Croatia, BF Consulting, BP Singapore, Rex Qingdao, Rex Malaysia, Halsteren Drum Division and UK New Drum Division) for the six month period which ended on 30 June 2006, as consistently reported in the monthly management reports and (ii) the balance sheets and profit and loss accounts of BP Singapore, Rex Qingdao and Rex Malaysia for the three month period which ended on 30 June 2006, as consistently reported in the monthly management reports and (iii) for Halsteren Drum Division and UK New Drum Division, the ad hoc prepared balance sheets and profit and loss accounts for the six month period which ended on 30 June 2006, as agreed between the Vendors and the Purchasers, all as attached to this Agreement as Schedule 17 ;

Key Employees of the New Business means the key employees listed in Schedule 19 ;

Key Employees of the Recon Business means the key employees listed in Schedule 20 ;

Leakage means any of the following to the extent that they occur between the date of this Agreement and Completion (both dates inclusive):

(a)

any dividend or distribution declared, paid or made by any of the Target Companies, Target Subsidiaries or Target Joint Ventures other than to another Target Company, Target Subsidiary or Target Joint Venture; or

(b)

any redemption or purchase of shares or return of capital by any of the Target Companies, Target Subsidiaries or Target Joint Ventures other than to another Target Company, Target Subsidiary or Target Joint Venture; or

(c)

any payments made or agreed to be made to (or assets transferred to or liabilities assumed, indemnified or incurred for the benefit of) any of the Vendors or the Original Owners by any of the Target Companies, Target Subsidiaries or Target Joint Ventures other than in the ordinary course of business; or

(d)

issued or sold any capital stock or other equity interests or options, warrants, calls, subscriptions or other rights to purchase any capital stock or other equity interests of any of the Target Companies, Target Subsidiaries or Target Joint Ventures or split, combined or subdivided the capital stock or other equity interests of any of the Target Companies, Target Subsidiaries or Target Joint Ventures;

Lender means Landsbanki Islands HF and ING België NV under a credit facility agreement with VanLoon as borrower dated 18 October 2006 as amended 19 October 2006;

Net Financial Debt means Syndicated Debt, Borrowings and Net Intercompany Debt minus Cash, as calculated within the “Net Financial Debt” in the monthly management reports of the Target Companies and Target Subsidiaries;

Net Intercompany Debt means the principal amount of, accrued and unpaid interest on, monies payable by the Target Companies or Target Subsidiaries to the Blagden Group, excluding non-financial inter-company creditors and non-financial inter-company debtors, minus principal amount of, accrued and unpaid interests on, monies receivable by the Target Companies or Target Subsidiaries from the Blagden Group;

Net Inventories means the raw materials, work-in-progress, finished goods less provisions as consistently reported within the “Net Inventories” in the monthly management reports of the Target Companies and Target Subsidiaries;

New Business means the production and sale of, and trading activities relating to, steel drums (including collapsible steel drums), pails and cans (manufactured outside of the Netherlands), flexible IBCs, drum closures, pallets and other industrial packaging products and related services, not being the Dutch Tin Plate Business and the reconditioning and recycling of existing packaging products, operated by the Blagden Group at the date of this Agreement;

Original Owners Alchemy Partners (Guernsey) Limited, Stichting Administratiekantoor Blagden Management and Steve Bodger, owning the shares of Blagden Group NV immediately prior to Completion;

Parties means the parties to this Agreement;

Purchasers means Greif Belgium, Greif Canada, Greif France, Greif International, Greif Nederland and Paauw Holdings B.V.;

Purchasers’ Solicitors means Allen & Overy LLP, a limited liability partnership of Apollolaan 15, 1077 AB Amsterdam, the Netherlands;

Purchasers’ Warranties means the representations and warranties set out in Schedule 3 ;

Recon Business means the reconditioning and recycling of existing packaging products carried out by the Blagden Group as at the Completion Date;

Replacement Debt means any Borrowings replacing the Syndicated Debt;

Replacement Security means any security replacing the BoS Security;

Restructuring means the Restructuring of the Recon Division and the Restructuring of Halsteren;

Restructuring of the Recon Division means the corporate and tax restructuring by way of share sale and purchase transactions of Blagden Mediterranée, BP Aquitaine, BP Lille, Servidrum, BP Vienna, BP Deutschland and Bidons including the transfer of the UK Recon Division to the purchaser of the UK Recon Division;

Restructuring of Halsteren means the restructuring with a view to enable the sale of the Halsteren Assets to Greif Nederland;

Rex Malaysia means Blagden Packaging Malaysia Bhd, a company established in Malaysia;

Rex Qingdao means Qingdao Rex Packaging Co. Ltd, a company established in the PRC;

Russian Branch means the Chuvashsky branch of Bipol Co. Ltd., a branch established in Russia;

Servidrum means Servidrum Andalucía S.L., a company established in Spain;

Shares means the shares set out in Schedule 6 ;

Syndicated Debt means the BoS Debt or the Replacement Debt, as the case may be;

Target Business means the business of the Target Companies, Target Subsidiaries and Target Joint Ventures including the Halsteren Drum Division;

Target Companies means (i) Blagden France Holdings and (ii) BP NV and (iii) BP Tournai and (iv) BP Femba Ibérica and (v) BP Singapore;

Target Joint Ventures means (i) Bipol and (ii) Bipol SIB and (iii) Envases;

Target Net Financial Debt means the amount as calculated and further specified in Schedule 11 ;

Target Participation means International Packaging Network cvba;

Target Subsidiaries means (i) BP France Holdings and (ii) BP France and (iii) Rex Qingdao and (iv) BP Femba and (v) Rex Malaysia and (v) BP Croatia and (vi) BF Consulting;

Target Working Capital means the amount of € 28,399,000, as calculated and further specified in Schedule 7 , being the aggregate of:

(a)

the average Working Capital as between the Accounts and Interim Accounts of each of the following companies: Gent Division, BP Tournai, BP France and BP Femba,; and

(b)

the Working Capital of Blagden France Holdings, BP France Holdings, BP Femba Ibérica, Rex Qingdao, Rex Malaysia, BP Singapore, Halsteren Drum Division and UK New Drum Division as set out in the Interim Accounts;

third party means any person other than the Parties;

Tin Plate Finance Arrangements means the finance arrangements for the Tin Plate Financing Amount in accordance with the principles as set out in Schedule 28 ;

Tin Plate Financing Amount means €23 million;

UK Branch means the UK branch of Blagden Packaging NV, a branch established in the United Kingdom;

UK Asset Agreement means the sale of assets agreement relating to the UK Recon Division between BP NV and Hallco 1379 Limited;

UK New Drum Division means the operations of the UK Branch at Westinghouse Road, Manchester as further specified in Schedule 22 ;

UK Recon Division means the operations of the UK Branch at Westinghouse Road, Manchester as further specified in the UK Asset Agreement;

VanLoon means VanLoon Consulting Services B.V., a company established in the Netherlands;

Vendor Due Diligence Reports means the European Report of Legal Review, the Asian Reports of Legal Review, the Financial Report, the Insurance Report and the Environmental Reports, all of which are saved on the CD-Rom attached to this Agreement as Schedule 23 ;

Vendors means BP Zwolle, BP Rumbeke, BP Wichelen, BP Nederland and VanLoon;

Vendors’ Solicitors’ Account shall mean the account with ING België NV in the name of Advocatenkantoor De Langhe, number 630-4009401-62 mention “Timpani”, IBAN BE51630400940162, SWIFT BBRUBEBB;

Vendors’ Solicitors means Mr. Frank de Langhe of bvba Advocatenkantoor De Langhe, Henri Lebbestraat 109, 8709 Waregem, Belgium;

Vendors’ Warranties means the representations and warranties set out in Schedule 4 ;

Working Capital of a relevant person means:

Where:

“ A ” is the value of the Net Inventories as extracted from the monthly management reports of that relevant person;

“ B ” is the value of the Debtors as extracted from the monthly management reports of that relevant person; and

“ C ” is the value of the Creditors as extracted from the monthly management reports of that relevant person,

all as calculated and further specified in Schedule 7 ;

Working Capital As Per Completion Balance Sheet means (i) the aggregate of the Working Capital of Gent Division, BP Tournai, BP France, BP Femba, Blagden France Holdings, BP France Holdings, BP Femba Ibérica, Rex Qingdao, Rex Malaysia, BP Singapore and the UK New Drum Division and (ii) the Net Inventories of the Halsteren Drum Division and the Debtors and Creditors of the UK Recon Division at the Completion Date; and

Works Council Procedure means the information and consultation procedures towards the works councils for (i) the Vendors in Belgium, France, the Netherlands and Spain and (ii) for the Purchasers in Belgium, France, the Netherlands, Spain, the UK, Singapore and Malaysia as well as the European works council of Purchasers.

1.3

In this Agreement (unless the context requires otherwise):

(a)

a company is a subsidiary of another company, its holding company, if that other company holds a majority of the shares or voting rights in it;

(b)

any reference to a statute, statutory provision or subordinate legislation (legislation) shall (except where the context requires otherwise) be construed as referring to:

(i)

such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and

(ii)

any former legislation which it re-enacts, consolidates or enacts in rewritten form,

provided that in the case of those matters which fall within sub-Clause 1.3(b)(i), as between the Parties, no such amendment or modification shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party;

(c)

any gender includes a reference to the other genders;

(d)

any reference to a person includes a natural person, partnership, company, body corporate, association, organisation, government, state, foundation and trust (in each case whether or not having separate legal personality);

(e)

any reference to the Introduction, a Clause or Schedule is to the Introduction, a Clause or Schedule (as the case may be) of or to this Agreement;

(f)

any reference to any other document is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this Agreement) at any time;

(g)

any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(h)

any expression “shall use its best efforts” or “shall use its best endeavours” or any similar shall be construed as an obligation de moyen ( middelenverbintenis ) in the meaning of the Belgian Civil Code ( Burgelijk Wetboek ) ; and

(i)

Belgian legal concepts which are expressed in English language terms, are to be interpreted in accordance with the Belgian legal terms to which they refer, and the use of Dutch or French words in this Agreement as translation for certain legal terms or concepts shall be conclusive in the determination of the relevant legal concept under Belgian law of the legal terms or concepts that are so translated herein.

1.4

The Index and Clause headings in this Agreement are included for convenience only and do not affect the interpretation of this Agreement.

1.5

The Parties agree that, subject always to and save as expressly provided in the provisions of this Clause 1.5:

(a)

no term of this Agreement shall be enforceable by a third party;

(b)

a person who is the permitted successor to or assignee of the rights of a Party is deemed to be a party to this Agreement and the rights of such successor or assignee shall, subject to and upon any succession or assignment permitted by this Agreement, be regulated by the terms of this Agreement; and

(c)

notwithstanding that any term of this Agreement may become enforceable by a third party, the terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled, rescinded or terminated by agreement in writing between the Parties without the consent of any such third party.

2.

CONDITIONS AND EFFECTIVENESS

2.1

Completion shall be conditional upon:

(a)

VanLoon having completed the purchase from the Original Owners of all of the shares of Blagden Group NV; and

(b)

Sellers and Purchasers having complied with the Works Council Procedure.

2.2

Condition 2.1(b) is for the benefit of the Purchasers and may be waived by the Purchasers in whole or in part at any time by notice to the Vendors.

2.3

The Vendors shall use their best efforts to procure that Condition 2.1(a) is satisfied, as soon as possible and in any event at the latest on 13 November 2006. The Vendors and the Purchasers shall use their best efforts to procure that Condition 2.1(b) is satisfied, as soon as possible.

2.4

If the condition set out in Clause 2.1(a) shall not have been satisfied by 15 December 2006, this Agreement (except for the provisions of this Clause and of Clauses 1 (Definitions, interpretation and third party rights), 13 (Confidentiality and announcements), 17.5 (Costs), 18 (Notices) and 19 (Governing law and jurisdiction) shall be null and void and of no further effect and the Parties shall be released and discharged from their respective obligations under this Agreement.

2.5

This Agreement shall only become effective upon the delivery of evidence satisfactory to the Purchasers that VanLoon has executed an effective agreement conditional only upon the advice or consent of the relevant works councils for the purchase from the Original Owner of all of the shares of Blagden Group NV. The Purchasers acknowledge that they are aware that at the date hereof there is no such agreement with the Original Owners and agree that if VanLoon is unable to produce the required evidence within five Business Days hereof, the Purchasers shall not hold VanLoon liable for any consequences thereof nor claim any penalties therefor from VanLoon.

3.

SALE AND PURCHASE

3.1

Vendors hereby sell with full title guarantee, free from all liens, charges, encumbrances and other third party rights the number of Shares set out opposite each Vendor’s name in Schedule 6 and BP Nederland hereby sells with full title guarantee, free from all liens, charges, encumbrances and other third party rights the Halsteren Assets and the Purchasers hereby purchase such Shares and such Halsteren Assets with effect from and including the Completion Date to the intent that as from that date all rights and advantages accruing to such Shares, including any dividends or distributions declared or paid on such Shares after that date, shall belong to the Purchasers.

3.2

The Parties shall not be obliged to complete the sale and purchase of any of the Shares or the Halsteren Assets unless the sale and purchase of all of the Shares and the Halsteren Assets is completed simultaneously.

4.

CONSIDERATION

4.1

Determination of the Consideration

(a)

The total Consideration for the Shares and the Halsteren Assets shall be the sum of the individually agreed amounts which constitute the value for the Shares and the Halsteren Assets, which amounts are corrected for debt and cash, calculated as set out in Schedule 13 . The total Consideration shall be the aggregate of (i) €205,000,001, being the total Consideration for the Shares and the Halsteren Assets on a debt and cash free, and (ii) €5,000,000, being the Target Net Financial Debt, which is to be adjusted in accordance with Clause 4.1(c)(ii).

(b)

It is acknowledged by the Parties that the Consideration has been determined by them on the basis that the Net Financial Debt at Completion as per the Completion Balance Sheet is equal to the Target Net Financial Debt and that the Working Capital at Completion as per the Completion Balance Sheet is equal to the Target Working Capital.

(c)

The Consideration shall be adjusted following Completion as follows:

(i)

if the Working Capital at Completion as per the Completion Balance Sheet is less than/more than the Target Working Capital, by deducting/adding the difference from/to the Consideration; and

(ii)

if the Net Financial Debt at Completion as per the Completion Balance Sheet is less than/more than the Target Net Financial Debt, by adding/deducting the difference to/from the Consideration.

(d)

If as a result of such adjustment the amount of the Consideration is reduced, VanLoon shall pay to Greif International in cash a sum equal to that reduction. If as a result of such adjustment the amount of the Consideration is increased, Greif International shall pay to VanLoon concerned in cash a sum equal to that increase.

4.2

Payment and allocation of the Consideration

(a)

The Consideration less the Escrow Amount shall be paid on the Completion Date by Greif International by wire transfer into the Vendors’ Solicitors’ Account, which account shall be pledged to the Lender to secure the obligations of VanLoon to such Lender, more specifically its repayment of an amount equal to the Consideration less the Escrow Amount under the relevant loan documentation to the Lender.

(b)

The Escrow Amount shall be paid on the Completion Date by Greif International by wire transfer into the Escrow Account.

(c)

The amount of any adjustment shall be paid within 5 Business Days following the day on which the adjustment is determined in accordance with Clause 8 of this Agreement.

(d)

Any amount paid in respect of a breach of any of the Vendor’s Warranties shall be deemed to give rise to a corresponding reduction in the Consideration due to the claiming Party concerned.

5.

BANK GUARANTEE

5.1

Bank Guarantee

With a view to securing and covering the obligations of the Purchasers provided for in Clause 4 of this Agreement, the Purchasers shall submit to the Vendors on the date of this Agreement an irrevocable and wholly unconditional bank guarantee in the amount equal to the Consideration increased with the Tin Plate Financing Amount, issued by a reputable bank acceptable to the Vendors to the benefit of the Vendors’ bank and which is substantially in the form and with the contents as the draft attached to this Agreement as Schedule 14 . For the avoidance of doubt, upon payment as set out in Clause 4.2(a) and 4.2(b) of this Agreement, it is the intention of the Parties that there can no longer be a call under the Bank Guarantee and the Parties will use their best efforts to effect this with the Lender.

This Bank Guarantee shall be valid for a period which starts at the date of this Agreement and which ends as of right on 29 December 2006, provided that the bank issuing this Bank Guarantee may, in its sole discretion, unilaterally extend the term of this Bank Guarantee and the date referred to in Clause 5.2 to 15 February 2007.

5.2

Calls upon the Bank Guarantee

The Vendors shall have the right to call upon the Bank Guarantee without any delay at the earlier of the Completion Date or 27 December 2006, provided that there cannot be a call upon the Bank Guarantee if Condition 2.1(a) has not been met.

In the event there is a call upon the Bank Guarantee, the Vendors shall immediately pay the Escrow Amount by wire transfer to the Escrow Account.

6.

PERIOD BETWEEN SIGNING AND COMPLETION

Undertakings of the Vendors before Completion

6.1

Each of the Vendors severally undertakes to and covenants with the Purchasers that it will exercise such rights as it has to procure that between the date of this Agreement and Completion, without the consent of the Purchasers:

(a)

no increase shall be made in the authorised, allotted or issued share capital of the Target Companies and Target Subsidiaries and, to the extent it can exercise its contractual rights, the Target Joint Ventures;

(b)

no option shall be offered or granted by the Target Companies and Target Subsidiaries and, to the extent it can exercise its contractual rights, the Target Joint Ventures over the whole or any part of its share capital, whether issued or unissued;

(c)

there is no Leakage;

(d)

the business of the Target Companies and Target Subsidiaries and, to the extent it can exercise its contractual rights, the Target Joint Ventures shall be carried on in the ordinary and usual course;

(e)

all requisite premiums are paid in order to maintain in force until Completion the policies of insurance in respect of the Target Companies and Target Subsidiaries and, to the extent it can exercise its contractual rights, the Target Joint Ventures specified in the Exhibit headed “Insurance Policies” to Schedule 4 and that none of such policies shall be cancelled by the Vendors or any of its Target Companies, Target Subsidiaries or Target Joint Ventures so as to cease to have effect prior to Completion.

6.2

Furthermore, between the date of this Agreement and Completion, the Vendors shall procure that no Target Company or Target Subsidiary and, in case of a Target Joint Venture, shall use its contractual rights to procure that no Target Joint Venture, shall, except with the written consent of the Purchasers, which consent will not unreasonably be withheld or where otherwise contemplated in this Agreement:

(a)

incur any commitment to capital expenditure in excess of €100.000;

(b)

enter into any acquisition, merger, reorganisation, purchase of stock or interest in any corporation, business or organisation or assets and/or disposal or grant an option or pre-emption rights relating to any of the Halsteren Assets, other than in relation to the Restructuring of the Recon Division or the Restructuring of Halsteren;

(c)

incur any new credit lines, debt, borrow any money or make any payments out of a bank account relating to the New Business, other than the use of facilities which are in place at the date of this Agreement, including the Syndicated Debt;

(d)

grant, issue or redeem any mortgage, change debenture or other security over the New Business or give a guarantee or indemnity in respect thereof, other than the release of the Existing Security at Completion;

(e)

other than the ordinary course of business and consistent with past practice, increase or accelerate the compensation or change the terms of employment of any employee of the New Business;

(f)

settle any existing or initiate any new material litigation, provided that the Vendors shall provide the Purchasers with relevant details about any settlement of litigation in the ordinary course;

(g)

enter into transactions with