<PAGE>
EXHIBIT 10(bb)
February 2, 2005
------------------------------
SHARE TRANSFER AGREEMENT
------------------------------
BETWEEN
GROUP 4 SECURICOR HOLDINGS LIMITED
SECURICOR INTERNATIONAL BV
AND
BRINK'S LUXEMBOURG S.A.
AND
BRINK'S, INCORPORATED
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CONTENT
-------
1. DEFINITIONS AND
INTERPRETATION............................................4
2. SALE AND PURCHASE OF SALE
SHARES..........................................8
3. PURCHASE
PRICE............................................................9
4. PRE-COMPLETION
ACTIONS....................................................9
5.
COMPLETION...............................................................11
6. CONDITIONS PRECEDENT AND
OPTION NOT TO PURCHASE..........................12
7. WARRANTIES AND
REPRESENTATIONS OF THE WARRANTORS.........................13
8. OTHER OBLIGATIONS OF THE
WARRANTORS......................................28
9. REPRESENTATIONS AND
WARRANTIES OF THE BUYER..............................33
10.
INDEMNIFICATION..........................................................34
11. FLOOR THRESHOLD AND
CEILING..............................................37
12. DURATION OF
INDEMNIFICATION..............................................38
13. NOTIFICATION PROCEDURE AND PAYMENT
OF THE INDEMNITY......................39
14.
MISCELLANEOUS............................................................41
2
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SHARE TRANSFER AGREEMENT
------------------------
This agreement is made on February 2, 2005
BETWEEN:
1. Group 4 Securicor Holdings Limited, with an authorised share capital of
(pound)50,000,000 - (divided into ordinary
shares of 5 pence each
all of which
such authorised shares have been issued) -
registered in England and Wales under
number 05026978, having its registered office at The Manor, Manor Royal,
Crawley, West Sussex RH10 9UN, represented by S0ren Lundsberg Nielsen, duly
authorised for the purposes hereof by a resolution of the Board of Directors
dated 28 January 2005, a copy of which is
set forth in Schedule1,
(hereinafter "G4S") and
2. Securicor International BV, with an authorised share capital of EUR
90,756.04.- (of which EUR 36,801.58.- has been issued), registered with the
Chamber of Commerce of Rotterdam,
The Netherlands under the number 33292199,
having its registered office at Bovendijk
132, 3045 PC Rotterdam, represented by
Nigel Griffiths duly authorised for the purposes hereof
by a resolution of the
Board of Directors dated 31 January 2005, a copy of which is set
forth in
Schedule 2,
(hereinafter the "Seller")
ON
THE FIRST HAND
AND:
3. Brink's Luxembourg S.A., a societe anonyme with a share capital of EUR
372,000, registered with the Companies and
Commercial
Registry of
Luxembourg
under the number B 43.970, having its registered office at Zone Industrielle,
L-8287, represented by Mr. Bernard
Dumoulin, duly authorised for the
purposes
hereof by a resolution of the Board of
Directors dated 31
January 2005 , a copy
of which is set forth in Schedule 3,
(hereinafter the "Buyer") and
4. Brink's, Incorporated, a company organised under the laws of the State of
Delaware with its principle office at 1801
Bayberry Court,
Richmond, VA
23226,
USA and represented by Mrs. Mari Jo
Flanagan, Vice
President and Secretary, as
indicated in the officer's certificate delivered by Elizabeth C. Restivo,
Assistant Secretary, dated 24 January 2005, a copy of which is set forth
in
Schedule 4,
(hereinafter "BI").
ON THE SECOND HAND
3
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WHEREAS:
(A) The share capital of the
Company is divided
into 23,000.- shares of EUR
24.79.- each,
all of which are owned by the Seller.
(B) The Seller is a Subsidiary of
G4S.
(C) The principal activity of the Company and its Subsidiary
is the provision
of security
services.
(D) The Seller has agreed to transfer its shareholding in the Company in
accordance
with the conditions and with the giving of the warranties
and undertakings
set out below, which
for the Buyer,
have an essential
and determining influence on its undertaking to purchase the Company.
IT IS HEREBY AGREED AS FOLLOWS:
1.
DEFINITIONS AND INTERPRETATION
------------------------------
1.1
Definitions In this Agreement:
"Accounts" means the annual accounts
(balance sheets,
profit and loss
accounts
and annexes) of each of the Companies as at
30 September 2004;
"Accounting Methods and Principles" means the generally accepted accounting
methods and principles in Luxembourg or such other international body as is
appropriate;
"Agreement" means this document and the
Schedules hereto;
"Assets" means the raw materials,
assets, movable goods, installations and
equipment used by the Companies in the carrying out of their activities
including those assets specified in the Seller's commitments to the Europe
Commission;
"Authorisations" means all authorisations, licences, permits, certificates,
approvals or other documents delivered to the Companies,
by an administrative
authority or any other authority or by a professional entity set-up in one of
the countries where the Companies carry on their activities or are owners of
assets at any given time;
"Business Day" means a day other than a
Saturday or Sunday or public holiday in
Luxembourg;
"Buyer" has the meaning given to it
above;
"Clauses" means the clauses of this
Agreement;
4
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"Clearance" means the formal confirmation by the European
Commission that
the
Transactions fulfil the obligations of Group 4 Falck A/S and
Securicor plc,
pursuant to their written commitments to the European
Commission
dated 28 May
2004, to enter into final binding sale and
purchase agreements
for the sale of
the Securicor Luxembourg Divestment
Business and the UK CIT Divestment Business,
as such terms are defined in the said
commitments;
"Companies" means the Company and the
Subsidiaries or any one of them according
to the context;
"Company" means Securicor Luxembourg S.A. registered in
Luxembourg under Number
B10427;
"Completion" means completion of the transfer of the
Sale Shares in accordance
with Clause 5;
"Completion Statement" means a statement showing the turnover and profit or
loss, for the period from the Last
Accounting Date to
Completion and the assets
and liabilities of the Companies as at Completion in the same format as the
current "monthly reporting pack" produced by the Companies in the ordinary
course of their business, such Completion
Statement being prepared in accordance
with Accounting Methods and Principles and with all available supporting
documents;
"Confidentiality Agreement" means the confidentiality agreement dated 2
September 2004 between G4S and Brink's EMEA
S.A.S;
"Customers' Accounts" means all customer funds held by the Company/ies
immediately prior to Completion;
"Date of this Agreement" means the date on
which this Agreement is signed;
"Disclosure Schedule" means the Seller's disclosures to the warranties and
representations set out in Schedule 6;
"Encumbrance" means all liens, sureties, interest, charges, restrictions,
options, promises or third party right or
interest;
"G4S plc" means Group 4 Securicor plc;
"Intellectual Property Rights" means
trademarks, patents,
designs, models and
author's rights and generally all the rights giving their owner
the exclusive
rights of use, together with all trading
names, registered
names, know-how
and
processes used by the Companies in the
carrying out of their activities;
"Last Accounting Date" means 30 September
2004, the financial
year end of the
Accounts;
5
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"Loss" means all losses, costs, expenses, penalties and any other damage of
whatever nature, including all professional
and advisory fees;
"Management Accounts" means the last available
monthly management
accounts of
the Company prior to Completion;
"Material Adverse Change" means any event,
fact, deed, action or circumstance of
whatsoever nature which, individually or in the aggregate,
(i) fundamentally
affects or endangers the Companies,
their operation or
profitability, such
as,
but not limited to, (a) the loss of one or
several Material
Contracts except if
such loss results from the normal
expiry or the
customer's
decision not renew
the Material Contract at its expiry date,
(b) the loss of the
Vehicles fleet,
(c) the loss of the Premises, (d) any material condition imposed by an
administrative or judicial authority with a view to the closing of this
Agreement; or which (ii) fundamentally
affects or endangers
the due fulfilment
by the Warrantors of any of their
obligations under this Agreement, such as any
insolvency proceedings affecting the
Warrantors; or a
material difference of an
adverse nature in the assets or liabilities
of the Companies as from the Date of
this Agreement to the date of Completion as
found in the Management Accounts.
"Material Contracts" have the meaning given
to them in Clause 7.16.2;
"Monitoring Trustee" means the trustee
monitoring the compliance of the merging
parties, Group 4 Falck A/S and Securicor
plc, with their
commitments under the
European Commission's ruling of 28th May
2004;
"Parties" means collectively G4S, the Seller, the Buyer and BI, and "Party"
means one or the other of the
aforesaid;
"Premises" means the premises over which
the Companies have possession by virtue
of real property leases with an option to
purchase;
"Purchase Price" means the sum of EUR
27,500,000
(Twenty Seven Million Five
Hundred Thousand Euros);
"Real Property" means the buildings owned
by the Companies;
"Rented Premises" means the premises over
which the Companies have possession by
virtue of leases;
"Rented Vehicles" means the vehicles over
which the Companies have possession by
virtue of leases with or without an option
to purchase;
"Sale Shares" means 23,000.-. shares comprising the whole of the share
capital
of the Company (a Sale Share being one of
the Sale Shares);
6
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"Schedule" means each Schedule to this
Agreement, and
"Schedules" means all and
every Schedule;
"Seller" has the meaning given to it
above;
"Shares" means the Sale Shares and the
Subsidiaries' Securities;
"Subsidiaries" means the subsidiary company or companies, as the context
requires, directly or indirectly controlled by the Company and
which are more
fully described in Schedule 7, the term
"control" being construed in accordance
with article 309 (1) of the Company Law of 10th August, 1915 on commercial
companies as amended;
"Subsidiaries' Securities" means the securities comprising all or part,
accordingly, of the share capital of the Subsidiaries and which are held
directly or indirectly by the Company;
"Taxes" or "Impositions" means all direct or indirect taxes
including, without
limitation, income, gross receipts, capital gains, net worth, capital duty,
franchise, property, value added,
employment,
and withholding taxes,
stamp or
registration duties, fiscal, contributions, customs and excise duties,
licence
fees and social security contributions, for
which the Companies are liable under
all laws and regulations applicable to them, whatever the basis for
recovering
the fee or the entity responsible for recovering such fee and generally all
additional amounts imposed with respect to the foregoing, including all
interest, fines, penalties, and other
charges relating to it, and including any
transferee or secondary liability in respect of the
foregoing (whether by
law,
contractual agreement or otherwise);
"Tax Regulations" means all legislation with respect to Taxes as well as
any
applicable regulation or other official
pronouncement of the applicable rules in
a country having taxing jurisdiction over the Companies, as well as any
international treaty (including directives, regulations or other applicable
treaties in the relevant country), and any
other binding authority applicable in
a taxing jurisdiction;
"Transactions" means the sale by the Seller to the Buyer of the Sale Shares
pursuant to this Agreement and the sale by
Group 4 Securitas Holdings Limited to
Brink's Limited of the whole of the issued
share capital of Group
4 Falck Cash
Services UK Limited pursuant to an
agreement of even date with this Agreement;
"Vehicles" means the vehicles owned by the
Companies;
"Warrantors" means G4S and the Seller.
"Warrantors' Group Affiliate" means an
entity directly or indirectly controlled
by the Warrantors or which directly or indirectly
controls the
Warrantors or
which is directly or indirectly controlled by one or several undertakings
controlled by the Warrantors, and "control" is to be construed in
accordance
with article 309 (1) of the Law of 10th
August, 1915 on commercial companies as
amended and "Warrantors' Group Affiliates" means all of such
affiliates of the
Warrantors;
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1.2
Clause and schedule headings do not affect the interpretation of
this
Agreement.
1.3 A
person includes a corporate or unincorporated body.
1.4
Words in the singular include the plural and in the plural include
the
singular.
1.5 A
reference to one
gender includes a
reference to the other
gender.
1.6 A
reference to a statute or statutory provision is a reference to it
as it is in force for the time being taking account of any amendment,
extension, or
re-enactment and
includes any subordinate legislation
for the time being in force made under it.
SECTION I - SALE AND PURCHASE
-----------------------------
2.
SALE AND PURCHASE OF SALE SHARES
--------------------------------
2.1
Subject to
the provisions of Clause 6, the Seller
agrees to sell to
the Buyer, and the Buyer agrees to purchase from the Seller,
the Sale
Shares at Completion.
2.2 At
Completion the Seller owns and will transfer to the Buyer with
full
title guarantee, the Sale Shares, free of any Encumbrance.
2.3 At
Completion, the
Buyer
will have the retrospective right in
respect of the
period following the Last Accounting Date to all
dividends, interim
dividends and other distributions payable in
respect of the Sale
Shares in respect
of the period
since the Last
Accounting Date (other
than any dividend
required in order to ensure
that the Companies are cash free in accordance with Clause 2.4), and
will benefit from
subscription and allocation rights attached to the
Sale Shares from this same date. For the avoidance of doubt the
Buyer
shall have no right to
the dividend
paid in 2004 in
respect of the
financial year ended 30 September 2004.
8
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2.4 At
Completion, the Companies shall be cash free and shall be free
from
inter company loans,
bank or other third party loans or finance (save
for lease
agreements
or finance in the
ordinary course of
business)
and lines of credit.
3.
PURCHASE PRICE
--------------
3.1 It
has been agreed that
the Sale Shares will
be transferred
to the
Buyer in consideration for a sum equal to the Purchase Price, in
other
words, the total sum
of EUR 27,500,000
(Twenty Seven Million Five
Hundred Thousand Euros).
3.2 The
Buyer shall pay the Purchase Price by means of a transfer into
the
following bank account:
Account Name : Group 4
Securicor plc
Account Number: 76962522
Bank
: Barclays Bank plc
Fleet Street
London EC4
Sort Code
:
20-30-19
SWIFT
: BARCGB22
IBAN
: GB36BARC20301976962522
4.
PRE-COMPLETION ACTIONS
----------------------
4.1
Notification to Authorities
The Seller
shall forthwith after the date of execution of this
Agreement notify this Agreement to the European Commission
requesting
Clearance prior to the Date of Completion.
4.2 Cash
and Coin Inventory
4.2.1 On the Date of
Completion, but
immediately preceding
Completion,
a
joint inspection team
composed of
representatives of the
Seller and
the Buyer will, in a process to be jointly agreed prior to Completion
("the Reconciliation Process"), conduct a physical count of the
total
cash and coin inventory (to include any overage account) maintained
by
the Company and will compare the result of the physical count
9
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referred to in this Clause 4.2.1 (the "Physical Inventory") with sum
of all individual Customers' Account balances announced to the
relevant Customers on the Date of Completion pursuant to Clause 4.2.2
(the "Administrative Inventory"). Any discrepancy between the
Physical
Inventory and the Administrative Inventory will be agreed by the
joint
inspection team
but no payment will be made by the Buyer to the
Seller, or vice
versa, in respect of such discrepancy except in
accordance with Clause 4.2.3.
4.2.2 On the date of Completion, the Company shall inform each of its
customers, where relevant, of its Customer's Account balance and
other
inventory held by the
Company on behalf of such customer and request
that the customer confirm its Customer Account balance to the
Company.
4.2.3 If following completion of the Reconciliation
Process there
is any
claim by a customer with respect to such customer's account balance
as
referred to in
Clause 4.2.1, then that claim shall be the sole
responsibility f the
Seller. The Seller shall indemnify and hold
harmless the Buyer
from and against any
liabilities resulting
from
such claims by customers, provided, however, that neither the
Buyer,
nor the Seller, nor
the Company shall
settle nor agree to
settle or
compromise any such claim, without the other's consent (which
consent
shall not be
unreasonably withheld
or delayed) In the event of any
such claim by a customer, the Seller shall have full and
unrestricted
access to the relevant
documents and records of the Company and
the
Buyer shall
procure that the relevant employees shall p rovide
reasonable assistance
to the Seller in order to investigate the
customer's complaint.
The Seller shall
only be liable to
indemnify the Buyer under this
Clause 4.2.3 if, and to the extent that, the aggregate of all claims
brought under this
Clause 4.2.3 exceeds the amount of any overage
account held by the Company at Completion. The amount of the overage
will be clearly shown in any schedules comprising the Reconciliation
Process on Completion.
4.2.4 In respect of the period prior to
Completion, the Buyer shall have no
obligation and no
responsibility for the
Customers Accounts and
the
Seller shall hold the Buyer harmless from all complaints, claims and
suits of customers
with respect to such Customer Accounts in respect
of such period.
4.2.5 Any claims made by customers relating to Losses
incurred following
Completion will be the sole responsibility of the Buyer.
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5.
COMPLETION
----------
5.1 Date
and location of Completion
5.1.1 Subject to the
provisions of Clauses 6.1,and 6.2, Completion will take
place within two weeks from the date upon which Clearance is
obtained,
such Completion
to take place on such
date within that period as the
Buyer and the
Seller agree, or failing such agreement, to take place
on the fourteenth day following the date of such Clearance,
such date
being a Business Day or, if such day is not a Business Day, the first
Business Day following the expiry of the fourteen day period.
5.1.2 Completion will
take place at the
offices of the
Company, or in any
other location agreed to in writing between the Buyer and the
Seller.
5.2
Operation of Completion
5.2.1 At Completion, the Seller shall give to the Buyer the
shareholders'
registers of the Company showing the transfer of the Sale
Shares.
5.2.2 At Completion
the Seller shall provide to the Buyer evidence of:
(a) discharge of any
intergroup liabilities
owing to and/or from the
Company, by means of the production of a funds flow chart, a
copy
of which will
have been shown to the Buyer in advance of
Completion for consultation; and
(b) evidence of
satisfaction of a debt owed to Dexia-BIL.
5.2.3 At Completion, the Buyer shall transfer the Purchase
Price to the
Seller in accordance with Clause 3.2.
5.2.4 At Completion, the Buyer and the
Seller grant a special power of
attorney to to an
appropriate individual
or firm whose name
will be
notified to the Buyer
to update the
shareholders'
register of the
Company and to
register the Buyer as shareholder of the Company
according to Article
40 of the Company Law
dated August 10, 1915
as
amended and to Article 1690 of the Civil Code.
5.3 The
Seller will provide the Completion
Statement to the Buyer within
two weeks of Completion.
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6.
CONDITIONS PRECEDENT AND OPTION NOT TO PURCHASE
-----------------------------------------------
6.1 This
Agreement,
including but not limited to the provisions of
Clause 8.3, shall
automatically
terminate without
liability on the
part of the Buyer or the Seller on the earliest of :
6.1.1 the date that a
formal decision is
given by the European
Commission
that Clearance will not be given;
6.1.2 subject to any
extension of
time agreed between the Buyer and the
Seller, on 30 June
2005 if Clearance
has not been
obtained by that
date;
6.1.3 the termination
of either of the
Transactions pursuant to Clause 6.2.
of the relevant sale agreement;
SAVE THAT upon such termination the confidentiality provisions
contained in the
Confidentiality
Agreement shall continue in full
force and effect.
6.2 The
Buyer and the Seller
will have the
option upon giving the
other
written notice not to
purchase or sell (as
the case may be) the Sale
Shares if prior to Completion:
(a) there has been a decision from a legal or administrative
authority prohibiting
or modifying the
acquisition of the
Sale
Shares or imposing
conditions on the
Transactions in such a way
as to make such Transactions materially more onerous or
restrictive;
(b) the Seller or the Buyer (as the case may be) has not complied
with its obligations under this Agreement;
(c) the
representations and
warranties of the
Warrantors, the Buyer
or BI (as the case may
be) contained in
this Agreement or the
content of the
Schedules are
incorrect or
incomplete in such a
way as to cause significant detriment to the Buyer or the
Seller
as the case
may be save for events having occurred in the
ordinary course of business;
(d) the information
contained in the Schedules changes in such a way
as to cause significant detriment to the Buyer or the Seller
as the case may be other than for reasons within the ordinary
course of business; or
(e) A Material
Adverse Change has
occurred between the
date of this
Agreement and the Date of Completion.
12
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6.3 The
Seller and the Buyer shall use all reasonable endeavours (so
far
as lies within their respective powers) to procure that the
Clearance
is
obtained as soon as practicable and in any event:
(a) no later than
6.00pm (CET) on 30 June 2005; or
(b) at such
later time and date as
may be agreed in
writing by the
Seller and the Buyer
6.4 The
Buyer and the Seller shall co-operate fully in all actions
necessary to procure the Clearance including, but not limited to, the
provision by all Parties of all information reasonably necessary to
make any notification
or filing or as requested by any relevant
authority, keeping
all parties informed of the progress of any
notification or filing and providing such assistance as may
reasonably
be required.
SECTION II -
WARRANTIES AND REPRESENTATIONS
-------------------------------------------
7.
WARRANTIES AND REPRESENTATIONS OF THE WARRANTORS
------------------------------------------------
The Warrantors
warrant and represent that at the Date of this
Agreement as well as at Completion the warranties and representations
set out in this Clause 7 and the information set out in the
Schedules
including the
Disclosure
Schedule are true and
complete except as
qualified by any matter fairly disclosed in the Disclosure
Schedule.
7.1
Capacity of the Warrantors
7.1.1 The Warrantors have full capacity to enter into this
Agreement, to
perform their obligations under this Agreement and to benefit from
the
rights contained herein.
7.1.2 The Warrantors
have not been and are not subject to any reorganisation
("gestion
controlee"),
bankruptcy
("faillite") or
liquidation
procedure and there are no grounds for making the Warrantors subject
to such procedure.
7.1.3 There exists no
consent, authorisation
or judicial decision
which is
necessary for the Warrantors to execute and to perform its
obligations
under this Agreement and which has not yet been obtained.
7.1.4 This Agreement
validly binds
the Warrantors in
accordance
with its
terms.
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7.2
Incorporation of the Companies
7.2.1 The Companies have been duly incorporated and their by-laws are
up-to-date, copies of which are attached in Schedule 9.
7.2.2 The corporate
bodies of the Companies operate in accordance with the
laws and regulations
which are applicable to them and all
corporate
decisions have been made and published in accordance with applicable
regulations. All the
registers,
books and documents of each of the
Companies have
been and are regularly maintained and truly and
correctly reflect the
activities
of each of the
Companies and the
corporate decisions
made by each of
them to the extent that the
regulations and legislation in force require. The documents, notably
in relation to accounting matters, and written correspondence, have
been maintained
by the Companies for a period of at least
ten years
and are archived
in such a way that
they can be easily and
quickly
retrieved, if need be.
7.3
Share capital
7.3.1 An up to date
list of the
shareholders of each of the Companies as at
the date of this Agreement is set out in Schedule 10.
7.3.2 The Sale
Shares make up all of
the share capital of
the Companies.
The Sale Shares are
freely transferable and are the only moveable
financial assets
issued by the
Company. The Sale Shares have never
been quoted on any regulated or non-regulated stock exchange.
7.3.3 The Sale Shares
are free from all Encumbrances.
7.3.4 There is no
agreement or contract
in respect of the Sale Shares
binding the shareholders or partners of the Companies.
7.4
Participation - Profit sharing agreements
7.4.1 The Company is
the owner of the Subsidiaries.
7.4.2 Except for the
Subsidiaries and
interests set out in Schedule 11, the
Companies are not the
owners of any direct or indirect interest of
whatever amount in a
company or in an entity where the partner's
liability is indefinite and have never been partners or
shareholders
of entities
of this nature in respect of which they may still be
liable.
7.4.3 The Companies
are not bound nor have
they undertaken to be
bound by
any contract
or agreement seeking to share all or part of their
profits with any third party.
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7.5
Accounts
7.5.1 The Accounts of
the Companies as at the Last Accounting Date, set out
in Schedule 12, have been prepared in accordance with the Accounting
Methods and Principles
and are in accordance
with those methods
and
principles used by the
Companies to date.
The Accounts are true
and
accurate and give a fair view of the financial situation and of the
assets and liabilities of the Companies as at the Last Accounting
Date
as well as the operating result for the financial period to which
they
relate. The
Accounts as of 30
September 2004 are certified by the
statutory auditors of the Companies notwithstanding the absence of a
specific statement of such certification.
7.5.2 The Management
Accounts have been prepared in good faith and with due
diligence in accordance with the same accounting policies adopted in
the preparation of the Accounts and on bases and principles
which are
consistent with those used in the preparation of previous
management
accounts of the Company.
7.6
Liabilities
7.6.1 All material liabilities, whether or not contingent, of the
Companies are duly
reflected in the
Accounts and/or the
Completion
Statement and are adequately provided for.
7.6.2 The Companies have not granted any security, charge, guarantee,
encumbrance r letter
of comfort for the
performance of
contractual
undertakingseither by
third parties
or by the Companies or by the
Warrantors or one of the Warrantors' Group Affiliates.
7.6.3 The Warrantors
and/or the Warrantors'
Group Affiliates have not given
any security, charge,
guarantee, pledge for the performance of any of
the undertakings of the Companies.
7.6.4 There exist no
material off-balance sheet liabilities other than those
listed in Schedule 14.
7.7
Personnel and corporate officers of the Companies
7.7.1 The list of salaried employees and corporate officers of the
Companies set out in Schedule 15 contains true and complete details
of
their age, seniority,
category and classification as the case may be,
as well as their
remuneration
(including all bonuses and benefits in
kind).
15
<PAGE>
All amounts due or accrued for all remuneration of any kind,
including
but not limited to
salary remuneration
for over-time work or work
performed at
night, on Sundays or legal holidays, relating to
employees and corporate officers, as well as former employees,
of the
Companies have been calculated and paid in due time in conformity
with
their respective
contract of
employment, collective
agreements and
with any other
applicable legal and
tax rules. The Companies have no
debt or contingent liability whatsoever towards the employees.
Except for any increase rendered mandatory pursuant to any
collective
agreement or an
employment
agreement,
the Companies are under no
obligation to increase the current rates of remuneration or grant any
bonus or any advantage to any of its employees at any future
date.
7.7.2 Schedule
16 defines for each of the Companies the applicable
collective agreements
and details in respect
of each Company and for
each distinct entity:
(a) The collective
agreements and the applicable internal agreements;
(b) The systems of
remuneration including bonuses, commissions, and
benefits in kind in favour of all personnel or certain
categories
of salaried employees;
(c) Participation
agreements,
profit
sharing and saving-plan
agreements;
(d) The customs and
practices giving rise to supplementary collective
benefits and
those
arising out of law or the collective
agreements.
There is no pension, pre-retirement, post-retirement or profit
sharing
scheme, life insurance
policy, medical
insurance scheme or any other
contract for the benefit of any of the Company's employees other than
as set forth in Schedule 16.
7.7.3 Set out in
Schedule 17 for each of the Companies are true and
complete copies of:
(a) Standard work
contracts of employees;
(b) Work contracts of
salaried executives;
(c) Agreements
signed with the salaried employees and corporate
officers of the Companies;
(d) All undertakings, other than those contained in the
agreements
referred to in (c) above, given to salaried employees concerning
supplementary benefits
and those provided for by law or
collective agreements
in relation to
notices, termination of
redundancy payments or other similar undertakings.
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<PAGE>
The terms and conditions of the work contracts binding the Companies
to their employees comply with the legal and regulatory provisions
and
the collective
agreements
(conventions
collectives) applying to the
Companies and, consequently, do not contain any provision
contrary to
the usual legal
dispositions or customary practices, in particular,
but not limited to, any retirement or departure benefits.
7.7.4 The Companies have at all times completely
and faithfully
complied
with
all applicable
employment laws, including but not limited to the
statutory
requirements
relating to
works
councils
(comite
d'entreprise), trade unions and employee representation in
general.
7.7.5 The corporate officers or managers of the Companies do not benefit
from any employment
contract, service contract with any one of the
Companies or
from any particular benefit given by any of the
Companies.
Similarly, no
corporate agent has collected any
remuneration on behalf of any of the Companies.
7.7.6 Schedule 18 sets
out the current
litigation in relation
to personnel
and details the
parties who are subject to such proceedings, the
subject-matter of the
litigation, the stage
of the proceedings,
the
sums claimed from the Company or the Subsidiaries concerned, as well
as the amount of the provision made in good faith for such
proceedings
in the Accounts.
The Companies
are not liable to make any payment to any of their
employees or any former employee for damages or compensation
for loss
of office or
employment or for
redundancy
or dismissal
other than
those contained in Schedule 18.
There are no
labour troubles (including without limitation, any
grievances or
arbitration) or
strikes, existing or -
to the best of
the knowledge
of Warrantors - threatened adversely affecting or
potentially affecting
the financial situation or operations of the
Companies.
7.7.7 All employees are fully qualified and trained to exercise the
activities they
have been employed for and hav obtained all the
authorisations,
permit and
licenses necessary to exercise such
activities. These
authorisations,
permits and
licenses are in
full
force and effect and the activities of the Companie are carried out
in
accordance with such authorisations, permit and licenses.
17
<PAGE>
7.8 Real
Property
7.8.1 The Companies have full and complete ownership of the
Real Property
set out in Schedule
19. The Real Property is not subject to any
restriction on title such as restrictions on the transfer of
ownership
or on the use or the
destination of the
Real Property,
options to
sell, pre-emption rights, limitations of use, resolutions,
proposals
or decisions for compulsory acquisition (expropriation),
emphyteusis,
building rights (superficie), usage rights or other rights in rem.
The
rights of ownership of the Companies over the Real Property are not
capable of being successfully challenged by any third party.
The Real Property is not subject to any encroachment (above or under
the surface) onto neighbouring properties or vice versa.
The Real Property is
not subject to any
easements or
neighbourhood
agreements other than the one listed in Schedule 19 Agreement dated
29
January 2001 with Mr Roger Balthazar.
7.8.2 The Companies
have not entered into any lease or
right of occupation
over the Real Property
and no interest of
this nature has been given
or agreed to by the Companies.
7.8.3 The Real
Property is not subject to any statutory or conventional
mortgage or charge.
The Companies
are not bound to
register any new
mortgage.
7.8.4 The Real Property and its use by the Companies, are in accordance
with the applicable planning rules and regulations. The Real Property
is fully connected
to road and media
access, such as water, waste
water and electricity.
All parking spaces required in accordance with
the applicable
planning rules and regulations and/or building permits
are available.
7.8.5 All required operating permits (commodo-incommodo)
for the
construction of the
buildings on the Real Property and the use of the
Real Property have
been obtained and are in force. The Real Property
complies in all substantial aspects with the commodo-incommodo
permits
and regulations.
The Warrantors
guarantee that in case the reception of the facilities
as imposed by the commodo-incommodo permits is not fully
accomplished,
they will undertake at their cost the steps necessary to proceed with
a final and satisfactory reception. In particular, the Warrantors
will
bear any costs
associated with remedying works necessary to bring the
facilities in
compliance
or any costs
associated
with requesting
amendments to the existing commodo-incommodo permits.
18
<PAGE>
7.8.6 The Companies occupy the Premises of which a list is set out in
Schedule 20 by virtue of financial leases or by contracts
containing
an option to purchase.
The Companies will validly be able to exercise
at the appropriate
date the options that they hold in accordance with
the terms of the financial leases or contracts containing a purchase
option and which relate to the Premises.
7.8.7 The Companies
are tenants of the Rented Premises listed in Schedule 21
by
virtue of the lease
agreement attached in
Schedule 22. Such lease
agreement is valid,
legally binding and enforceable. Neither the
landlord, nor the
Companies are in
breach or default of any material
provision of this
agreement. The
Companies have not given, nor have
they received, any
notice of ordinary or
extraordinary
termination;
all payments of rental
and service charges
have been made.
No oral
amendments to this agreement have been concluded. The lease agreement
has been duly registered with the Administration de l'Enregistrement
et des Domaines and all registration duties have been paid.
7.8.8 The Real
Property, the Premises and the Rented Premises constitute all
the real property
necessary for the Companies to carry out their
activities whatever
such activities may be and there is no other
lease, financial lease
or other title o
