SALE AND PURCHASE AGREEMENT

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(1)

Myers Industries, Inc ., a company organized and existing under the laws of the state of Ohio, U.S.A, with its principal office at 1293 S. Main Street, Akron, Ohio 44301, U.S.A., represented by Donald A Merril in his capacity as Vice President and Chief Financial Officer, duly authorized pursuant to the resolutions attached as Schedule A — Part 1 (the “ Seller ”);

(2)

LINPAC Materials Handling Limited , a company organized and existing under the laws of England, with registered office at 3180 Park Square, Birmingham Business Park, Birmingham B37 7YN, registered in England with the Registrar of Companies under number 5319852, represented by Mark Tentori in his capacity as director, duly authorized pursuant to the resolutions attached as Schedule A — Part 2 (the “ Purchaser ”);

(A)

The Seller is the owner, directly or indirectly, of the entire share capital of the Companies (as such term is defined in Section 1 below).

(B)

The Companies hold, directly or indirectly, securities in the Subsidiaries (as this term is defined in Section 1 below). The Schedule headed “ The Group Companies ” specifies the details of the Companies and of the Subsidiaries.

(C)

The Group Companies are engaged in Europe in the manufacturing and sale of reusable plastic containers, pallets, small storage products, storage tanks, medical furniture, metal racking systems and small item storage systems.

(D)

The Seller has invited several potential buyers to submit offers for the purchase of the Group Companies, the purchase of the shares of RIAS along with the shares of MIF being an essential condition of the transactions contemplated herein. From 19 June 2006 to the Execution Date, the Purchaser has conducted an investigation of the Group Companies by means of a due diligence carried out by its representatives and advisors.

(E)

The Seller is willing to procure the sale of the Shares to the Purchaser, and the Purchaser is willing to purchase or have the Designated Purchaser (as such term is defined in Section 1 below) acquire the Shares, in each case under the terms and subject to the conditions of this Agreement.

1.

DEFINITIONS

In addition to the terms defined above and other terms defined in other Sections hereof or in the Schedules hereto, the following terms shall have the meanings set forth below for the purposes of this Agreement:

“ ABUK ” shall mean Allibert Buckhorn UK Limited, a company organized and existing under the laws of England with registered office at Myers House, Corbett Business Park, Shaw Lane, Stoke Works, Bromsgrove, Worcestershire B60 4EA, registered with the Trade and Companies registry under number 00945934.

“ Accounting Principles ” means the accounting principles set forth in the Schedule headed “ Accounting Principles ”.

“ Adjustment Amount ” has the meaning given in Section 4 .

“ Affiliate ” means a Person Controlled by, Controlling or under common Control with the Person in question.

“ Agreed Working Capital Amount ” means the Allibert Agreed Working Capital Amount and the Raaco Agreed Working Capital Amount, respectively.

“ Allibert Agreed Working Capital Amount ” means twenty one million seven hundred thousand euros (€ 21,700,000).

“ Allibert Closing Balance Sheet ” means the consolidated balance sheet of the Allibert Group Companies as at close of business on the Closing Date, as finally established in accordance with the provisions of Section 4 and the Accounting Principles.

“ Allibert Estimated Cash/Debt Amount ” means, as the case may be, the estimated net amount of Cash and Debts of the Allibert Group Companies (i) on the Closing Date calculated on the basis of the Allibert Estimated Closing Balance Sheet or (ii) on the Month End calculated on the basis of the Allibert Month End Balance Sheet.

“ Allibert Estimated Closing Balance Sheet ” means the pro forma consolidated balance sheet of the Allibert Group Companies as at close of business on the Closing Date, to be prepared by the Seller in accordance with the Accounting Principles.

“ Allibert Final Cash/Debt Amount ” means the net amount of Cash and Debts of the Allibert Group Companies as at close of business on the Closing Date calculated on the basis of the Allibert Closing Balance Sheet.

“ Allibert Final Working Capital Amount ” means the amount of Working Capital of the Allibert Group Companies as at close of business on the Closing Date calculated on the basis of the Allibert Closing Balance Sheet, it being provided , that such amount shall include an amount of provisions for risk at least equal to five hundred thousand euros (€ 500,000).

“ Allibert Group Companies ” means the Group Companies identified as such in the Schedule headed “ The Group Companies ”.

“ Allibert Month End Balance Sheet ” means the management accounts for the Allibert Group Companies as at close of business on the Month End, to be prepared by the Seller in accordance with the Accounting Principles, and which shall have been notified by the Seller to the Purchaser in accordance with the provisions of Section 6.4(b).

“ Antitrust Authorities ” means any body empowered to review the concentration under the merger control laws and regulations of the United Kingdom, the Republic of Ireland, Germany and Spain, which includes, for the avoidance of doubt, those bodies empowered in each of these countries to conduct any in-depth or second-phase merger control review. In the event that the concentration were referred to The European Commission under Article 22 of the Council Regulation (EC) No 139/2004 of 20 January 2004, Antitrust Authorities shall also mean the European Commission.

“ Antitrust Clearance ” means decisions (including a declaration of lack of jurisdiction) by each of the Antitrust Authorities or the expiry of the applicable waiting period during which the relevant Antitrust Authority is empowered to make a decision in relation to the concentration, authorizing or not objecting to the concentration, provided , that (unless otherwise consented by the Purchaser) any such authorization or failure to object is not subject to any condition, obligation or requirement which would in the aggregate (i.e., taking into consideration other decision rendered by Antitrust Authorities) have an annual EBITDA impact on the Purchaser’ group (including the Group Companies) in excess of two hundred fifty thousand euros (€ 250,000).

“ Antitrust Filings ” has the meaning set forth in Section 5.2(a).

“ Benefit Liability” means the value of commitments relating to the provision of benefits, as specified on page 219 of the Vendor Due Diligence report prepared by Deloitte dated 6 June 2006, which the Parties have contractually valued at ten million two hundred and fifty thousand euros (€ 10,250,000).

“ Business Day ” means any calendar day (other than a Saturday or a Sunday) on which banks are open for business in Paris and London.

“ Cash ” means, with respect to each Group Company, the aggregate of (i) cash on hand, and (ii) available credit balances of commercial bank accounts, whether in local or foreign currencies, in both cases of (i) and (ii) provided freely available for business purposes. For the avoidance of doubt, the amount of “Cash” shall be reduced by the value of any cheques drawn prior to the calculation date, but not yet cleared, and shall be increased by the amount of any receipts paid in prior to such calculation date, but not yet cleared. In addition, cash will be reduced by the value of drafts and bills received from customers but not yet due. As a limited exception to the generality of this definition, (i) the proceeds from the sale of the Gloucester Site (if sold during the period between the Execution Date and the Closing Date) shall be disregarded for the purpose of the calculation of “Cash” to be made of the Closing Date, (ii) and the proceeds from the sale of the real estate properties identified in Schedule 12.12(b) (to the extent a binding agreement is entered into during the period between the Execution Date and the Closing Date) shall be included in the calculation of “Cash” even though these proceeds are not freely available for business purposes on the Closing Date.

“ Cash/Debt Free Price ” means sixty six million euros (€ 66,000,000).

“ Claim ” has the meaning set forth in Section 11.3(a).

“ Closing ” means the purchase and sale of the Shares and the payment of the Initial Consideration and, in general, the execution and exchange, on or prior to the Closing Date, of all documents and the performance and consummation of all the obligations, actions and transactions set forth in Section 8.2.

“ Closing Balance Sheets” means the Allibert Closing Balance Sheet and the Raaco Closing Balance Sheet.

“ Closing Date ” means the last day of a calendar month (or if that is not a Business Day, the first Business Day thereafter it being specified that in such event the Closing shall be deemed to have

occurred at close of business on the last Business Day of the immediately preceding calendar month and all related calculations shall be made as at such date) following the date on which the Conditions to Closing 5.1(a)(i)(A), 5.1(a)(i)(C), 5.1(a)(ii)(C), 5.1(a)(ii)(D) and 5.1(a)(iii)(C) will have been fulfilled, or such other date as the Parties may agree in writing.

“ Closing Statement ” means the statement, in the format set out in Schedule headed “ Closing Statement ” to be prepared by the Purchaser on the basis of the Accounting Principles and to be delivered to the Seller in accordance with Section 4.1(a).

“ Companies ” means RIAS and MIF (each a “ Company ”).

“ Conditions to Closing ” has the meaning set forth in Section 5.1(a).

“ Confidentiality Agreement ” means the confidentiality agreement signed by the Parties on 12 April 2006.

“ Consent and Approvals ” shall mean any mandatory notice, report or other mandatory filing required to be made, or any mandatory consent, registration, approval, permit or authorisation required to be obtained from any Person, excluding Antitrust Clearance.

“ Control ”, “ Controlled ” and “ Controlling ” have the meaning provided for by and must be interpreted pursuant to Article L.233-3 of the French Code de Commerce .

“ Data Protection Laws ” means all compulsory : (a) applicable laws, regulations, regulatory requirements and/or codes of practice in connection with the processing of personal data including, but not limited to, the Data Protection Act 1998; (b) relevant European data protection and privacy laws including, but not limited to, Directive 95/46/EC on the processing of personal data and the free movement of such data; and (c) other applicable overseas data protection and privacy legislation.

“ Data Room Documents ” means: (i) the documents which were made available to the Purchaser and its advisors through an electronic data room managed by Intralinks, prior to the Closing, as listed in the data room index attached as Schedule headed “ Disclosed Data Room Documents Index ” and attached hereto in their full text as separate binders headed “Data Room Documents”, and (ii) all other documentation and written information (including written answers to questions) made available to the Purchaser and its advisors prior to the Closing and attached hereto as separate binders headed “Disclosed Data Room Documents Part II”, provided, that for the purpose of this Agreement, a document shall be deemed disclosed as part of the Data Room Documents to the extent it appears in the column “attachment” of the index of the Data Room Documents attached as Schedule headed “ Disclosed Data Room Documents Index ”.

“ Debt ” means, with respect to each Group Company, the sum of (i) the net book value of debt with financial institutions (including matured and unpaid interests), (ii) the net book value of bank accounts with a solde débiteur , (iii) the net book value (including matured and unpaid interests) of any current accounts or other form of indebtedness (excluding amounts owing in respect of trading activities in the ordinary course of business) due to members of the Seller’s Group, (iv) the financial liability in connection with finance lease agreements (capital leases, it being agreed that leases pertaining to company cars shall be treated as operating leases and not as capital leases), including but not limited to “ dette de crédit-bail ” and “ location financière avec obligation d’achat ”, (v) the financial liability in connection with sales and lease back operations, (vi) the debt related to any short term financing based on receivables (such as but not limited to, “ titrisation ”, “ affacturage ”, “ cession de créances Loi Dailly ”, “ cession de créances ” and “ escomptes d’effets ”), (vii) off balance sheet commitments characterized as financial indebtedness, and (viii) all prepayment penalties, breakage and redemption costs due in connection with the Group Companies’ financial indebtedness and arising as a result of the execution of this Agreement (or the transactions contemplated herein),.

Schedule “ Debt ” sets out pro-forma calculations of the Debt of the Allibert Group Companies and Raaco Group Companies as at 31 December 2005, 30 June 2006 and 31 July 2006, it being provided , for the avoidance of doubt that such calculations are for illustrative purposes only and shall not constitute limitation to the above definition.

“ Deferred Consideration ” has the meaning set forth in Section 4.3

“ Designated Purchaser ” has the meaning set forth in Section 13.12.

“ Discontinuation of ABF French Waste Management Trading Activity ” means the termination by Allibert Buckhorn France of its trading activity of wheeled Tilt and Push Bins.

“ Encumbrances ” means any pledge, mortgage, sequestration, privilege, lien, usufruct or other right of a third party.

“ Environment ” means all or any of the media of land (including without limitation ground and any building structure or receptacle in, on over or under the land), water (including without limitation surface, coastal and ground waters and water in conduits and pipes) and air (including without limitation the atmosphere within any natural or man-made structure or receptacle above or below ground).

“ Environmental Authorization ” means all permits, licences, consents, approvals, registrations or authorizations or similar administrative measures required under Environmental Law in relation to the carrying on of the business of the Group Companies.

“ Environmental Claim ” means any action, suit, statutory notice or proceedings by any Person or Regulator that arises out of a breach or alleged breach of Environmental Law or is in any event related to environmental matters.

“ Environmental Indemnity ” has the meaning set forth in Section 11.6.

“ Environmental Law ” means any Laws relating to the protection of the Environment or matters affecting human health (including working environment), the health of other living organisms and/or the disposal, spillage, release, emission or migration of any Hazardous Substance and any mandatory code of practice, procedure.

“ Environmental Warranties ” means the Warranties given as set out in Section 9.8.

“ Estimated Cash/Debt Amounts ” means the Allibert Estimated Cash/Debt Amount and the Raaco Estimated Cash/Debt Amount.

“ Estimated Closing Balance Sheets ” means the Allibert Estimated Closing Balance Sheet and the Raaco Estimated Closing Balance Sheet.

“ Danish Exchange Rate” shall mean 7.45 Danish Krone (DKK) for 1 euro (€).

“ Execution Date ” means the date hereof being the date on which this Agreement has been executed.

“ Final Cash/Debt Amounts ” means the Allibert Final Cash/Debt Amount and the Raaco Final Cash/Debt Amount, respectively.

“ Final Consideration ” means the Initial Consideration (as finally adjusted in accordance with Section 4) plus the Deferred Consideration, if any.

“ Final Working Capital Amounts ” means the Allibert Final Working Capital Amount and the Raaco Final Working Capital Amount.

“ Financial Statements ” means (i) the audited statutory financial statements of each of the Group Companies for the fiscal year ended 31 December 2005, (ii) the unaudited combined financial statements of the Group Companies for the fiscal year ended on December 31, 2005 attached as Appendix 3 of the report prepared by Deloitte dated 6 June 2006.

“ Gloucester Site ” means (i) part of the cattle market and the land adjoining the open car park area at the cattle market at St Oswald’s Road, Gloucester, more specifically described in the lease dated April 1969 between Mayor Alderman and Citizens of the City of Gloucester on the one part and McKenzie Hill Limited on the other; and (ii) the land adjoining the open car park area at the cattle market at St Oswald’s Road, Gloucester more specifically described in the lease dated 15 June 1992 between the Council of the City of Gloucester on the one part and Mrs J Edwards on the other.

“ Gloucester Tax Burden ” means the portion of Taxes payable by ABUK as a result of the sale of its leasehold interest in the Gloucester Site, which shall be borne by the Seller and which shall be equal to (x) the amount of Taxes payable by ABUK as a result or in connection with the sale of the Gloucester Site calculated on the assumption that no Tax relief is available from any LINPAC company (including any group relief for losses or deemed transfer under s171A TCGA 1992), as multiplied by (y) a fraction the numerator of which is equal to the Deferred Consideration, and the denominator of which is equal to the Net Sales Proceeds, the computation of which shall be provided by the Purchaser to the Seller following the execution of the sale documentation.

“ Governmental Entity ” means any public international, multinational or transnational organisation or any national, state, municipal or local governmental, judicial, arbitral, legislative, administrative or other authority, ministry, department, agency, instrumentality, office, organisation or stock exchange having jurisdiction over the Seller or the Purchaser or the Group Companies or their respective properties or assets.

“ Group Companies ” means the Companies and the Subsidiaries.

“ Group Companies IPR ” means that Intellectual Property owned by the Group Companies.

“ Hazardous Substance ” means any substance (whether in solid, liquid or gaseous form) which alone or in combination with one or more others is any one or more of the following: waste, hazardous, volatile, toxic, ecotoxic, radioactive, carcinogenic, corrosive, infectious, teratogenic, mutagenic, oxidizing, flammable, irritant, capable of polluting the Environment, capable of causing harm to any living organism or ecosystem or likely to cause actionable nuisance; where any term in this definition is defined in the Hazardous Waste Directive (91/689/EEC as amended) it shall bear the meaning assigned to it in that definition except that the definition of “flammable” shall include the definition of “highly flammable” in that directive.

“ Health and Safety Law ” means all compulsory : laws, regulations, directives, statutes, subordinate legislation, common law, civil codes and other national or local laws, all judgments, orders, instructions, or awards of any court or competent authority and all guidance notes and approved codes of practice which apply or relate to health and safety of humans including without limitation, the Health and Safety at Work Act 1974, the Regulatory Reform (Fire Safety) Order 2005 and any regulation or orders made thereunder.

“ Indemnifiable Party ” means the Purchaser or the Designated Purchaser.

“ Indemnifying Party ” means the Seller.

“ Independent Accountants ” has the meaning set forth in Section 7.

“ Initial Consideration ” means the consideration payable to the Seller on the Closing Date as set forth under Section 3.

“ Intellectual Property ” means trade marks, patents, registered designs, and any applications therefore, copyright, design rights, database rights, know how and any other equivalent rights.

“ Intra-Group Payment Notice ” has the meaning set forth in Section 12.5.

“ Intra-Group Payables ” means the aggregate of the amounts owing from the Group Companies to members of the Seller’s Group (excluding amounts owing in respect of intra-group trading activities in the ordinary course of business) as at the close of business on the Closing Date to be calculated in accordance with the Accounting Principles.

“ Intra-Group Receivables ” means the aggregate of the amounts owing from members of the Seller’s Group to the Group Companies (excluding amounts owing in respect of intra-group trading activities in the ordinary course of business) as at the close of business on the Closing Date to be calculated in accordance with the Accounting Principles.

“ Investment Participations” means Allibert (Anshan) Plastic Anticorrosive Equipment Co. Ltd (China) and Shanghai Allibert Plastic Anticorrosive Equipment Co. Ltd (China).

“ Law(s )” means any compulsory : treaty, European Community legislation (including without limitation any regulation or directive), law, legislation (including subordinate legislation, statutory guidance and any order or notice made pursuant by such legislation), statute, regulation, rule, ordinance, decree, principle of civil, administrative or common law, governmental or administrative instruction.

“ Loss ” or “ Losses ” has the meaning set forth in Section 11.1.

“ Luxembourg Reorganization ” has the meaning set out in Section 12.7.

“ Management Accounts ” means (i) the unaudited management accounts of the Allibert Group Companies as at, respectively, December 31, 2005, June 30, 2006 and July 31, 2006, (ii) the unaudited management accounts of the Raaco Group Companies as at, respectively, December 31, 2005, June 30, 2006 and July 31, 2006 and (iii) the unaudited combined financial statements of the Group Companies, as at June 30, 2006 and July 31, 2006, all as attached in the Schedule “ Management Accounts " .

“ Material Adverse Change ” means a material adverse change in the business (including results, profits, financial condition, operations or long term prospects) of the Group Companies (taken as a whole), resulting from any facts, circumstances or events affecting the Group Companies, provided , that a Material Adverse Change shall not be deemed to have occurred as a result exclusively of changes in the business conditions or the international financial markets in general, and provided, further that no Material Adverse Change shall be deemed to occur as a result of facts or events having exclusively a short term impact on the Group Companies.

“ MIF ” means MYELux International Finance SCS, a limited corporate partnership ( société en commandite simple) organized and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 120 boulevard de la Pétrusse, L-2330 Luxembourg, registered with the Luxembourg Trade and Companies registry under number B 94068.

“ Month End ” means the last day of the calendar month immediately preceding the month during which Conditions to Closing 5.1(a)(i)(A), 5.1(a)(i)(C), 5.1(a)(ii)(C), 5.1(a)(ii)(D) and 5.1(a)(iii)(C) have been fulfilled.

“ Month End Balance Sheets ” means the Allibert Month End Balance Sheet and the Raaco Month End Balance Sheet.

“ Myers Trademarks ” has the meaning set forth in Section 12.2.

“ Net Sales Proceeds ” shall mean, in relation to the sale of the leasehold interest in Gloucester Site, the total value received by ABUK as a result of the same, it being provided, that the Net Sales Proceeds shall be calculated after deduction of any amounts (excluding VAT, to the extent recoverable by ABUK within three months) payable to Lambert Smith Hampton as evidenced by invoices of the same.

“ Notice of Claim ” has the meaning set forth in Section 11.3(a).

“ Order ” means any compulsory : permit or licence or any judgment, injunction, order, rulings, decree or other restriction of any Governmental Entity, court or tribunal.

“ Parachute Liability” means the Group Companies’ potential liability in connection with the golden parachute amounts payable to Mr. Mohsen Eskandar under the terms of its employment agreement, which the Parties have definitively and contractually valued at one million one hundred twenty nine thousand euros (€ 1,129,000).

“ Person ” means any individual, company, firm, general or limited partnership, joint venture, corporation, proprietorship, association, trust, Governmental Entity, regulatory authority agency or institution of a government, or any other organization or entity, public or private.

“ Products ” means all the products sold by the Group Companies in the ordinary course of business.

“ Raaco Agreed Working Capital Amount ” means three million one hundred thousand euros (€ 3,100,000).

“ Raaco Closing Balance Sheet ” means the consolidated balance sheet of the Raaco Group Companies as at the close of business on the Closing Date, as finally established in accordance with the provisions of Section 4 and the Accounting Principles.

“ Raaco Estimated Cash/Debt Amount ” means, as the case may be, the estimated net amount of Cash and Debts of the Raaco Group Companies (i) on the Closing Date calculated on the basis of the Raaco Estimated Closing Balance Sheet or (ii) on the Month End calculated on the basis of the Raaco Month End Balance Sheet.

“ Raaco Estimated Closing Balance Sheet ” means the pro forma consolidated balance sheet of the Raaco Group Companies as at close of business on the Closing Date, to be prepared by the Seller in accordance with the Accounting Principles.

“ Raaco Final Cash/Debt Amount ” means the net amount of Cash and Debts of the Raaco Group Companies as at close of business on the Closing Date calculated on the basis of the Raaco Closing Balance Sheet.

“ Raaco Final Working Capital Amount ” means the net amount of Working Capital of the Raaco Group Companies as at close of business on the Closing Date calculated on the basis of the Raaco Closing Balance Sheet.

“ Raaco Group Companies ” means the Group Companies identified as such in the Schedule headed “ The Group Companies ”.

“ Raaco Month End Balance Sheet ” means the management accounts for the Raaco Group Companies as at close of business on the Month End, to be prepared by the Seller in accordance with the Accounting Principles, and which shall have been notified by the Seller to the Purchaser in accordance with the provisions of Section 6.4(b).

“Raaco Share Price” means zero, being derived from the value of the business of the Raaco Group Companies less the Debt and amounts due to the other Sub Group of Companies.

“ Regulator ” means any regulatory authority charged with the enforcement of any Environmental Law.

“ Remedial Works ” means the activity of investigating, removing, remedying, cleaning up, abating, modifying or ameliorating the presence or effects of any and all Hazardous Materials.

“ RIAS ” means Raaco International A/S, a public limited company organized and existing under the laws of Denmark with registered office at Platanvej 19, DK-4800 Nykøbing F, Denmark registered with the Danish Commerce and Companies Agency under number CVR-no. 22122819.

“ Seller Account ” means the account which shall be notified by the Seller to the Purchaser at the latest three (3) Business Days prior to the Closing Date.

“ Seller Accountants ” means KPMG LLP, a U.S. limited liability partnership acting in the name of the Seller.

“ Seller’s Group ” means the Seller and all its Affiliates, other than the Group Companies.

“ Shares ” means the shares of the Companies details of which are set out in the Schedule headed “ The Group Companies ” and representing 100% of the share capital and voting rights of each of the Companies, provided , for the avoidance of doubt that with respect to MIF, “Shares” shall designate shares held by the limited partners (“ actions de commanditaires" ) as well as the share held by the unlimited partner (“ part de commandité ”).

“ Subsidiaries ” means the subsidiaries of the Companies listed in the Schedule headed “ The Group Companies ” excluding the Investment Participations.

“ Sub-Group of Companies ” means, as the context shall dictate, the Allibert group of companies (i.e., the group composed of the Allibert Group Companies) or the Raaco group of companies (i.e., the group composed of the Raaco Group Companies).

“Tax(es)” means all taxes, levies, duties, assessments and governmental charges of any kind (in all cases including any related penalties, surcharges and interest thereon), whether payable directly or by withholding, including income tax, corporation tax, précompte , property tax, capital gains tax, value added tax, customs duties, excise duties, business tax, transfer and contribution taxes, stamp and registration duties, social security and other similar payroll related assessments, (including in respect of health, unemployment, housing, family allowances, pension, retirement and welfare contributions) tax-assimilated levies ( taxes parafiscales ) and any other taxes, levies, duties, charges or withholdings corresponding to, similar to, replaced by or replacing any of them, provided, that “Taxes” shall also mean (i) any liability of any Group Company due as a result of failure to file (or delay in filing or inaccuracy in the filing) any Tax form or Tax-related document, or any form or document administered by a Tax authority (including but not limited to intra stat forms and IFU forms), and (ii) any Tax due by a person other than a Group Company and for which any Group

Company would be liable, in particular as a result of any joint and several obligation with such person, any obligation to hold harmless and indemnify such person, any obligation to bear the Taxes of such person (in particular as a result of a tax consolidation or any similar agreement) .

“ Tax Indemnity ” has the meaning set forth in Section 11.6.

“ Tax Warranties ” means the warranties given as set out in Section 9.9.

“ Territory ” means all (continental and non continental) European countries west of the Ural mountains (whether or not a member of the European Union) .

“ Third Party IPR ” means that Intellectual Property used by the Group Companies but not owned by them.

“ URS ” means URS Europe, St George’s House, 2 ^nd Floor, 5 St George’s Street, Wimbledon, London SW19 4DR and its Affiliates.

“ URS Reports ” means the environmental reports prepared by URS, contained within the Data Room Documents.

“ Warranties ” means the warranties given by the Seller as set out in Section 9.

“ Working Capital ” means the aggregate of (a) inventory less appropriate provisions; (b) accounts receivable, (including bankers draft’s received from customers but not yet due), less appropriate provisions; (c) accounts payable; (d) other current receivables and prepayments; and (e) other current liabilities including employee liabilities (excluding the elements appearing under the definition of Benefit Liability) and accrued expenses. Current liabilities will exclude income tax (being taxes on corporate income and gain), deferred tax, and any balances included in the definition of Debt or Benefit Liability. Schedule “ Working Capital ” sets out pro-forma calculations of the Allibert and Raaco Working Capital Amounts as well as related statements it being provided , for the avoidance of doubt that such calculations are for illustrative purposes onlyand shall not constitute limitation to the above definition.

written objections are received by the Seller at midnight (Paris time) on the Business Day preceding the Closing Date, the Estimated Closing Balance Sheets and the related calculation of the Estimated Cash/Debt Amounts shall be the basis for the payment of the Initial Consideration. Should, on the contrary, any such written objections have been received (and the Purchaser and the Seller fail to reach agreement in this respect), then the Month End Balance Sheets and the related calculation of the Estimated Cash/Debt Amounts shall be the basis for the payment of Initial Consideration ( provided that such calculations shall reflect the consequences of the Luxembourg Reorganization).

3.3

The initial consideration payable in cash at Closing for the sale of the Shares (the “ Initial Consideration ”) shall be:

(i)

the Cash/Debt Free Price,

(ii)

minus the Benefit Liability,

(iii)

minus the Parachute Liability,

(iv)

plus (in the event Cash exceeds Debt) or minus (in the event Debt exceeds Cash) the sum of the Allibert Estimated Cash/Debt Amounts and the Raaco Estimated Cash/Debt Amounts.

The Initial Consideration shall be paid in Euros by the Purchaser to the Seller on the Closing Date by way of one irrevocable bank transfer confirmed by the issuing bank to the Seller Account.

3.4

For the purpose of the calculations to be made pursuant to this Section 3, all Danish Krone amounts shall be converted in euro at the Danish Exchange Rate. Other exchange rates shall be determined as per the Accounting Principles.

3.5

The Purchaser shall be fully discharged of its obligations under this Section 3 by the payment of the Initial Consideration in accordance with this Section 3. The Seller shall be solely responsible for the allocation of the Initial Consideration among its Affiliates (as appropriate) and shall see to it that the Purchaser shall not have any obligation or liability in this connection.

(a)

As soon as reasonably practicable and by no later than 30 Business Days following Closing, the Purchaser shall prepare and deliver to the Seller (i) a consolidated balance sheet of the Allibert Group Companies and a consolidated balance sheet of the Raaco Group Companies, in both cases as at close of business on the Closing Date (the “ Draft Closing Balance Sheets ” and each a “ Draft Closing Balance Sheet ”) and (ii) a draft statement (the “ Draft Closing Statement ”) of each of the Final Cash/Debt Amounts, and the Final Working Capital Amounts.

(b)

The Draft Closing Balance Sheets and accordingly the Draft Closing Statement shall be prepared in accordance with the Accounting Principles.

(c)

The Seller shall have a period of 30 Business Days (the “ Review Period ”) after the date of delivery to it by the Purchaser of the Draft Closing Balance Sheets and the Draft Closing Statement to review the same and to present to the Purchaser in writing any objections (stating in reasonable detail, including specific amounts, the matters in dispute) it may have to any item contained in the Draft Closing Balance Sheets and/or the Draft Closing Statement (the “ Notice of Objection ”).

(d)

For the purposes of enabling the Seller to present any such written objections as are referred to in paragraph (c), the Purchaser shall, following the presentation of the Draft Closing Balance Sheets and the Draft Closing Statement, give the Seller and the Seller Accountants reasonable access at reasonable times to all books, records and other information in their possession or control after the Closing Date relating to the Group Companies, as the Seller may reasonably request.

(e)

If no such written objections as are referred to in paragraph (c) are received by the Purchaser by the end of the Review Period then the Draft Closing Balance Sheets and the Draft Closing Statement shall be deemed to have been accepted and approved by the Seller and the Draft Closing Balance Sheets and Draft Closing Statement shall be final and binding on the Parties and shall constitute the Closing Balance Sheets and the Closing Statement for all purposes of this Agreement.

(f)

If any such written objections as are referred to in paragraph (c) are received by the Purchaser by the end of the Review Period then the Purchaser and the Seller shall attempt to resolve the matters in dispute in good faith negotiations. If there are any such matters in dispute between the Seller and the Purchaser which have not been resolved in good faith negotiations within a period of 20 Business Days after the end of the Review Period, then the specific matters in dispute shall be referred for determination to the Independent Accountants in accordance with Section 7. The Draft Closing Balance Sheet and the Draft Closing Statement, adjusted to reflect the item or items as agreed between the Seller and the Purchaser in writing or as determined by the Independent Accountants shall constitute the Closing Balance Sheets and the Closing Statement for all purposes of this Agreement.

(a)

the Final Working Capital Amount is greater than the Agreed Working Capital Amount by an amount exceeding thirty thousand euros (€ 30,000), then the Purchaser shall pay to the Seller an amount equal to the difference between the Final Working Capital Amount and the Agreed Working Capital Amount;

(b)

the Final Working Capital Amount is less than the Agreed Working Capital Amount by an amount exceeding thirty thousand euros (€ 30,000), then the Seller shall pay to the Purchaser an amount equal to the difference between the Agreed Working Capital Amount and the Final Working Capital Amount;

(c)

the Final Cash/Debt Amount is greater than the Estimated Cash/Debt Amount by an amount exceeding thirty thousand euros (€ 30,000), then the Purchaser shall pay to the Seller an amount equal to the difference between the Final Cash/Debt Amount and the Estimated Cash/Debt Amount;

(d)

the Final Cash/Debt Amount is less than the Estimated Cash/Debt Amount by an amount exceeding thirty thousand euros (€ 30,000), then the Seller shall pay to the Purchaser an

amount equal to the difference between the Estimated Cash/Debt Amount and the Final Cash/Debt Amount;.

(a)

the Seller shall pay the net balance of the adjustments to the Purchaser and/or

(b)

the Purchaser shall pay the net balance of the adjustments to the Seller

(a)

Upon the sale by ABUK of the Gloucester Site in accordance with Section 12.6 the Purchaser shall pay to the Seller by way of one irrevocable bank transfer confirmed by the issuing bank to such account as the Seller shall have specified to the Purchaser an amount equal to the Deferred Consideration (as defined below) minus the Gloucester Tax Burden.

(b)

For the purpose of this Section 4.3, the “ Deferred Consideration ” shall be calculated as follows:

(c)

Payment of the Deferred Consideration shall be subject to the following conditions:

(a)

The Closing shall be conditional upon the following conditions (the “ Conditions to Closing ”) having been fulfilled or waived, as provided below:

(A)

The Antitrust Clearance having been obtained from the Antitrust Authorities;

(B)

No Law or Order shall have been enacted, issued, promulgated, enforced or entered which is in effect on the Closing Date and prohibits the consummation of the transactions contemplated herein or renders it illegal.

(C)

The Discontinuation of ABF French Waste Management Trading Activity shall be effective.

(A)

The continuing accuracy, as at the Closing and in all material respects, of the Warranties (except that Warranties made as of a specified date need only be or remain true and correct as of such date); for the purpose of this Section, the Warranties shall be considered accurate in all material respects as long as inaccuracies are not likely to cause Losses of more than five hundred thousand euros (€ 500,000) in aggregate, it being understood, that in accordance with the provisions of Section 11.2(a)(i), events which individually cause Losses of less than € 30,000 (but excluding serial Losses) shall be disregarded for the determination of the above € 500,000 threshold;

(B)

The due performance of each of the material covenants of the Seller to be performed on or prior to the Closing;

(C)

Receipt by the Group Companies or the Purchaser of a (duly approved and stamped) confirmation by the Luxembourg tax authorities that (a) MIF will keep its current tax transparent status after (and irrespective of) Closing (including after the Luxembourg Reorganization which includes the retirement of the PECs), and (b) the Luxembourg reorganization (as detailed in Section 12.7 below shall not give rise to any Tax liability in Luxembourg; and

(D)

Release of any Encumbrances on the Shares of MIF;

(E)

The absence of occurrence of any Material Adverse Change such excluding anything in relation to the Antitrust Clearance;

(A)

The continuing accuracy, as at the Closing and in all material respects, of the representations and warranties of Purchaser under Section 10 (except that representations and warranties made as of a specified date need only be or remain true and correct as of such date);

(B)

The due performance of each of the material covenants of the Purchaser to be performed on or prior to the Closing; and

(C)

Receipt by the Seller of a copy of the letter provided by the Purchaser (or a company in the Purchaser’s group of companies of sufficient financial standing) to the trustees of the Allibert Equipment Limited Pension and Life Assurance Scheme confirming that it undertakes to be substituted for the Seller in respect of the latter’s undertakings under the terms of the letter set out in Schedule 5.1 .

5.2

Antitrust Undertakings

and in any event within 45 calendar days as from such date and to supply promptly any additional information and documentary material that may be requested by the relevant Antitrust Authorities.

(b)

The Purchaser acknowledges the importance for the Seller that the Antitrust Clearance be secured as soon as possible and, therefore, undertakes and represents and warrants as follows:

(c)

The Seller shall provide the Purchaser (and cause the Group Companies to provide the Purchaser) with any assistance reasonably requested by the latter and necessary for the preparation and processing of the Antitrust Filings.

(r)

establishing any new arrangements for the provision of any retirement, death or disability benefits or enhancing the terms of any existing arrangements (with the exception of any enhancement that would be the indirect result of an action which does not require Purchaser consent under Section 6.1(q) above); and

(s)

agreeing to do any of the foregoing.

(a)

any Material Adverse Change;

(b)

any inaccuracy of the Warranties likely to cause Losses of more than five hundred thousand euros (€ 500,000) in aggregate; and

(c)

any fact or event likely to render the warranties under Section 9.10(d)(i) or 9.10(d)(ii) inaccurate should they be repeated as at the Closing Date.

(a)

breach any Law or regulation applicable to them, including, in particular, any law or regulation relating to listed companies, antitrust or privacy matters; or

(b)

adversely affect the ability of the Group Companies to continue to manage their respective business in the event the Closing hereunder does not take place,

(a)

to the extent permitted by applicable Law and except for sensitive commercial and Intellectual Property information, the Purchaser and its representatives (including its auditors and legal advisors) shall have reasonable access to the employees, advisers, accountants, properties, assets, books and records of the Group Companies. For the avoidance of doubt, it is hereby specified that any inspections or visits by the Purchaser and/or persons designated by the Purchaser shall have no effect on any potential obligation of the Indemnifying Party under Section 11; and

(b)

the Seller shall ensure that the management accounts for the Allibert Group Companies and the Raaco Group Companies are notified as promptly as reasonably possible to the Purchaser following each month end.

(a)

as the Seller and the Purchaser may agree in writing within five Business Days after expiry of the period allowed by the relevant Section of this Agreement to the relevant Parties to reach agreement over the relevant item in dispute; or

(b)

failing such agreement, as shall be appointed for this purpose on the application of either Party by the President of the Tribunal de Commerce de Paris.

(a)

the Independent Accountants shall act pursuant to Article 1592 of the French Civil Code;

(b)

the item or items in dispute shall be notified to the Independent Accountants in writing by the Parties (jointly or separately) within 10 Business Days of the Independent Accountants’ appointment;

(c)

their terms of reference shall be to determine the item or items in dispute and therefore the calculation of the amount of any payment to be made by a Party in accordance with the relevant provisions of this Agreement; for the avoidance of doubt, the Independent Accountants shall not make any determination with respect to any items not set forth in the relevant Notice of Objection or with respect to items otherwise resolved by the Purchaser and the Seller.

(d)

the Independent Accountants shall decide the procedure to be followed in the determination, but shall allow the Parties to make written representations;

(e)

the Parties shall provide (and shall procure that their respective accountants and Affiliates — including the Group Companies, — provide) the Independent Accountants promptly with all information which they reasonably require and the Independent Accountants shall be entitled (to the extent they consider it appropriate) to base their opinion on such information and on the accounting and other records of the Group Companies;

(f)

the determination of the Independent Accountants shall (in the absence of manifest error “ erreur manifeste ”) be final and binding on the Parties; and

(g)

the costs of the determination, including fees and expenses of the Independent Accountants shall be borne equally as between the Seller, on the one hand, and the Purchaser, on the other hand.

(a)

the Seller shall (and, to the extent relevant, shall cause its Affiliates to):

the Closing Date; and (iii) no Material Adverse Change has occurred with respect to the Group Companies;

(xi)

deliver to the Purchaser a certificate of the secretary or equivalent officer of the Seller, dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Seller (and of the relevant Sellers’ Affiliates) and attaching any required resolution of the Seller’s (or the relevant Seller’s Affiliate’s) board of directors or similar authority relating thereto;

(xii)

deliver to the Purchaser a certificate of non-crystallisation which shall be in a form satisfactory to the Purchaser duly executed by Lloyds Bank PLC in respect of the debenture created on 13 July 1984 and granted to it by Raaco Great Britain Limited;

(xiii)

deliver to the Purchaser original owner’s mortgage deeds with respect to RIAS properties.

(i)

pay the Initial Consideration in cash to the Seller in accordance with Section 3.3;

(ii)

for itself and on behalf of the relevant member(s) of the Purchaser’s Group (including the Group Companies), make or procure the discharge and repayment in cash by the relevant Group Companies of the Intra-Group Payables as appearing in the Intra-Group Payment Notice, to the Seller Account by way of telegraphic transfer in immediately available funds, and the Seller shall receive such payments for itself and on behalf of the Seller’s Group. Receipt by the Share Seller of such payments shall be an effective discharge of the Purchaser’s (and the relevant member(s) of the Purchaser’s – including the Group Companies) obligation to make or procure the making of such payments and the Purchaser shall not be concerned to see that the payments into the Seller Account and are applied in paying any other member of the Seller’s Group;

(iii)

deliver to the Seller a certificate, in the form set forth in Schedule “ Purchaser’s Closing Certificate ” signed by the Purchaser confirming that (i) the warranties of the Purchaser remain true and accurate in all material respects as at the Closing Date; and (ii) the Purchaser has duly performed each of the material covenants to be performed by it on or prior to the Closing Date; and

(iv)

deliver to the Seller a certificate of the secretary or equivalent officer of the Purchaser (and if applicable the Designated Purchaser), dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Purchaser (and if applicable the Designated Purchaser) and attaching any required resolution of the Purchaser (and the Designated Purchaser) board of directors or similar authority relating thereto.

9.1

Incorporation and Good Standing

suspended payment of its debts, become unable to pay its debts or otherwise become insolvent;

(g)

The share transfer registers of the Group Companies (as well as any mandatory registers reflecting Encumbrances on shares or other securities) have been properly maintained in compliance with applicable Laws and contain an accurate record of the shareholders of such entities, up to date full and legible copies of which have been made available to the Purchaser;

(h)

The statutory books, records and other corporate registers (“ registres sociaux ” and “ feuilles de présence ”) (including all minute books) of the Group Companies are up to date and contain records, which are complete and accurate in all material respects, of all matters required to be dealt with in such books and documents;

(i)

The Group Companies have at their head office all the title deeds, leases, licences and other documents relating to the Properties (as defined in Section 9.16(a)(i) below) and all material records and registers (which have been written up to but not including the Closing Date);

(j)

All documents, which must be delivered or filed by the Group Companies to or with the relevant Companies Registry (“ greffe ”) or registrar of the commercial court (“ Registre du Commerce et des Sociétés ”) have been duly so delivered or filed.

(a)

The Shares are duly authorized and validly issued

(b)

The Shares are fully paid;

(c)

The Seller holds full and sole title, directly or indirectly through a fully-owned Affiliate, to the Shares as indicated in the Schedule headed “ The Group Companies ”. The Shares represent the entirety of the Companies’ issued share capital and the entirety of the voting rights in the Companies, have been validly issued in full compliance with applicable Law and all relevant provisions of the Companies’ statuts , are freely transferable to the Purchaser, free and clear of any Encumbrances;

(d)

The corporate capital of the Group Companies described in Schedule headed “ The Group Companies ”, is duly authorized, validly issued in full compliance with the relevant entity’s “ statuts ” and applicable Laws, fully paid-up, have not been repaid and held as indicated in the same schedule. Subject to any obligations that would be imposed by applicable Laws, there are no obligations whatsoever to pay-in any additional capital or provide any other contribution (such as contribution in kind) to any of the Group Companies;

(e)

Except as set forth in Schedule headed “ The Group Companies ”, there are no Encumbrances on the shares of the Group Companies;

(f)

Except for the Antitrust Filings and the Antitrust Clearance, the Seller may enter into this Agreement and consummate the transactions contemplated hereby without the necessity of obtaining the prior consent, authorization, or approval from any Governmental Entity. The execution of this Agreement, and the carrying out of the transactions contemplated herein, do not violate the by-laws of the Group Companies;

(g)

There are no shares or other securities or equity interests of any of the Group Companies issuable upon conversion, exchange or redemption of any security or pursuant to any other agreement or undertaking, nor are there any rights, options or warrants outstanding or other

agreements to issue or acquire securities of any of the Group Companies, nor is any of the Group Companies obligated to purchase, redeem or otherwise acquire any of its outstanding shares or other securities;

(h)

Neither the Seller nor any person is entitled to any preferential or similar rights to subscribe for shares or other securities in the Group Companies;

(i)

The details set forth in the Schedule headed “ The Group Companies ” are correct and up to date;

(j)

Save as disclosed in the Data Room Documents, none of the Group Companies (i) hold, nor have held since 1st February 1999 any interest, whether in the share capital, equity or other securities of, or otherwise, in any other entity (including groupement d’intérêt économique or partnership) (other than another Group Company), (ii) served as director or corporate officer of any such entity nor (iii) acted as de facto manager of any such entity;

(a)

The Investment Participations are limited liability companies duly organized and validly existing under the laws of their respective jurisdictions;

(b)

The corporate capital held indirectly by the Seller in the Investment Participations described in Schedule headed “ The Investment Participations ” is fully paid-up. There are no obligations whatsoever for the Group Companies to pay-in any additional capital or provide any other contribution (such as contribution in kind) to any of the Investment Participations;

(c)

Except as set forth in Schedule headed “ The Investment Participations ”, there are no Encumbrances on the shares held by the Group Companies in the Investment Participations;

(d)

Neither the Seller (nor any entity of the Sellers’ Group) is entitled to any preferential or similar rights to subscribe for shares or other securities in the Investment Participations;

(e)

None of the Group Companies serves (or has served) as director or corporate officer of any such entity nor acts (or has acted) as de facto manager of any such entity;

(a)

The books and accounting records of the Group Companies have been fully, properly and accurately kept and completed in accordance with all applicable Laws in all material respects. They give a true, complete and fair view of the financial and business position of the Group Companies and of the plant and machinery, fixed and current assets and liabilities (actual and contingent), debtors, creditors and inventories and work in progress of the Group Companies in all material respects.

(b)

The combined accounts for the Group Companies (as included in the Financial Statements) have been prepared in compliance with the Accounting Principles, as applied by the Group Companies in a manner consistent with past practice, it being acknowledged that they do not include any of the information appearing in notes to statutory accounts.

(c)

The statutory accounts included in the Financial Statements have been prepared in accordance with generally accepted accounting principles applicable in the country of incorporation of the relevant Group Company, as applied by it in a manner consistent with past practice.

(d)

Save to the extent set out in Schedule 9 , the statutory accounts included in th