1
EXHIBIT 4.5
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
EXHIBIT 1.3(ii) - PROMISSORY NOTE
DATED ___________ MAY, 1998
INSTRUMENT
CONSTITUTING THE ISSUE OF
(POUND)L,000,000 LOAN NOTES 1998 (SERIES 1)
OF
TIME ECLIPSE LIMITED
SI HOLDING CORPORATION, GUARANTOR
2
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
TABLE OF CONTENTS
PARTIES
OPERATIVE PROVISIONS
1. DEFINITIONS AND INTERPRETATIONS
2. AMOUNT AND STATUS OF NOTES
3. INTEREST
4. REDEMPTION OF NOTES
5. CERTIFICATES
6. SURRENDER AND CANCELLATION
7. REPRESENTATIONS AND WARRANTIES
8. COVENANTS OF THE COMPANY
9. EVENTS OF DEFAULT
10 REGISTRATION
11. TITLE OF NOTEHOLDERS
12. TRANSFER OF NOTES
13. TRANSMISSION OF NOTES
14. PRESCRIPTION
15. MEETINGS
16. ALTERATION OF THIS INSTRUMENT
17. FURTHER LOAN CAPITAL
18. NOTICES
19. GENERAL
20. SET OFF
21. EVIDENCE
22. LAW
SCHEDULE 1
SCHEDULE 2
GUARANTY
3
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
_____________ MAY 1998
PARTIES
TIME ECLIPSE LIMITED (NO. 3494408)
WHOSE REGISTERED OFFICE IS AT XXXX 0
XXXXXXXX XXXXXXXXXX XXXXXX, XXXXXXXXX X0 0XX XXXXXXX
(HEREINAFTER, THE "COMPANY")
SI HOLDING CORPORATION, AS GUARANTOR
A DELAWARE CORPORATION WITH PRINCIPAL OFFICES AT
000 XXXXXX XXXXXX, XXXXXXXXXX, XX XXX
INTRODUCTION
(A) Pursuant to its Memorandum and Articles of Association, and by
resolution of its board of directors, dated April ____, 1998, the Company
resolved to create, and by this Instrument, to constitute (pound)1,000,000 in
nominal amount of Loan Notes 1998 (Series 1).
(B) This Instrument and the Schedules constitute the Notes.
OPERATIVE PROVISIONS
1.0 DEFINITIONS AND INTERPRETATIONS.
1.1 In this Instrument and the Schedules, the following expressions,
unless the content requires otherwise:
"Business Day" means a day (excluding Saturdays, Sundays and
any public holiday) on which banks are open for business in the City of London;
"Directors" means the board of directors of the Company for
the time being;
"Certificate" means a certificate for Notes issued in
accordance with Clause 2 and substantially in the form set out in Schedule 1;
"Event of Default" means any of the events provided for in
Clause 9;
"Extraordinary Resolution" means a resolution passed on a show
of hands by a majority of not less than three-quarters of the Noteholders
present and voting at a meeting of Noteholders, or if a poll is demanded, either
by the chairman of the meeting or by Noteholders
4
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
holding not less than one-tenth in nominal amount of the Notes for the time
being outstanding, by a majority of not less than three-quarters in number of
the votes given on that poll;
"Guaranty" means a guarantee of even date provided by the
Guarantor to the Noteholders for certain obligations of the Company under the
Notes, a copy of which is annexed as Schedule 2;
"Guarantor" means SI Holding Corporation, a corporation
organized and existing under the laws of Delaware, USA;
"Notes" means the (pound)l,000,000 Loan Notes 1998 (Series 1)
of the Company constituted by this Instrument or the nominal amount of them for
the time being outstanding or as the context may require a specific portion of
them, which Notes are given by the Company in partial consideration of its
purchase of all the outstanding and issued shares of the W. Notting Limited
pursuant to the Share Purchase Agreement;
"Noteholders" means the several persons for the time being
entered in the Register as holders of the Notes, which Noteholders are all the
selling holders of all the outstanding and issued shares of W.
Notting Limited;
"Noteholders' Solicitors" means Shoosmiths & Xxxxxxxx,
Lockhouse, Xxxxxx Xxxxxx Xxxx, Xxxxxxxxxx XX0 0XX XXXXXXX.
"Pounds Sterling" and "(pound)" mean the lawful currency from
time to time of the United Kingdom;
"Register" means the register of Notes and Noteholders to be
maintained by the Company pursuant to Clause 10;
"Repayment Date" means 30 April 1999;
"Share Purchase Agreement" means a certain share sale and
purchase agreement dated the date hereof and made between Company and all the
shareholders of W. Notting Limited, which shareholders are all the present
Noteholders, pursuant to which the Company is purchasing all the outstanding and
issued shares of W.
Notting Limited;
"Subsidiary" means a subsidiary within the meaning of Section
736 of the Companies Xxx 0000; and
1.2 Words denoting the singular shall include the plural and vice
versa. Words denoting the masculine gender shall include the feminine and neuter
genders and vice versa.
2
5
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
References to persons shall include bodies corporate, unincorporated
associations and partnerships. References to any statute or statutory provision
shall include any statute or statutory provision which amends, consolidates,
extends or replaces the same.
1.3 Words and phrases defined in the Companies Xxx 0000 shall, save as
expressly provided in this Instrument, have the same meanings in this Instrument
and the Schedules.
1.4 References to Clauses and Schedules shall be to Clauses of, and the
Schedules to, this Instrument. Headings in this Instrument are inserted for ease
of reference only and shall not affect its interpretation.
1.5 The word "redemption" includes purchase and repayment, and the
words "redeem" or "redeemed" shall be construed accordingly.
1.6 The words "this Instrument" refer to the provisions of this
Instrument and the Schedules to the Instrument (as from time to time modified
under the terms of this Instrument) and any deed expressed to be supplemental to
this Instrument.
2.0 AMOUNT AND STATUS OF NOTES.
2.1 The principal amount of the Notes is limited to (pound)l,000,000.
The Notes shall be issued in denominations and integral multiples of (pound)1 in
nominal amount, subject to, and with the benefit of, the provisions of this
Instrument. All the obligations and covenants contained in this Instrument shall
be binding on the Company and the Noteholders, and all persons claiming through
them.
2.2 The Notes constitute direct, unconditional, unsecured and
unsubordinated obligations of the Company and rank, and will rank, pari passu
without any discrimination or preference among themselves and (except for
statutory preferred debt) at least pari passu with all other unsecured
indebtedness, which is not subordinated, of the Company.
2.3 The Notes and certain interest and other sums payable under, or in
respect of, the Notes shall be guaranteed by the Guarantor pursuant to the
Guaranty.
2.4 The Notes shall not be offered to the public for subscription or
purchase and shall not be capable of being dealt in on any stock exchange in the
United Kingdom or elsewhere. No application has been, or shall be, made to any
stock exchange for permission to deal in or for the listing or quotation of the
Notes.
3
6
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
3.0 INTEREST.
3.1 The Notes will carry interest at eight and one-half percent (8.5%)
per annum. Such interest will accrue daily, from the date hereof, in arrears on
the basis of a year of 365 days. The first accrued interest payment will be
payable on 31 October 1998. Interest accruing after 31 October 1998 will be
payable in arrears on 30 April 1999.
3.2 For so long as interest payable on the Notes is by law payable
under deduction or withholding of tax, the Company shall deliver up to the
Noteholders, in respect of the interest paid to the Noteholders, within 14 days
after payment of any such interest, a certificate as to the gross amount of such
payment and the amount of tax deducted or withheld.
3.3 Subject to the provisions of Clause 3.2 and Clause 20, save as
otherwise required by law, all payments, whether of principal, interest or other
amounts due in relation to the Notes, shall be paid in full, free of any
withholding, deduction, set-off or counterclaim.
4.0 REDEMPTION OF NOTES.
4.1 All Notes not previously redeemed by the Company in accordance with
the provisions of this Instrument will be repaid in Pounds Sterling together
with accrued interest (after deduction of tax under Clause 3.2 and set-off under
Clause 20) on the Repayment Date.
4.2 The Notes shall not be subject to redemption by the
Company prior to the Repayment Date.
4.3 The Notes shall, subject to Clause 9 relating to Events of Default,
be subject to call for redemption by any Noteholder subsequent to the Repayment
Date.
4.4 Payment of all or part of the principal and accrued interest on any
Notes may be made by cheque or telegraphic transfer, or any other method of
payment agreed between the Company and the Noteholders, from time to time, to
the bank account designated for such purpose with the Noteholders' Solicitors.
Every such cheque may be sent through the post at the risk of the holder, or
joint holders, to the address of the Noteholders' Solicitors.
5.0 CERTIFICATES.
5.1 The Company shall issue duly executed Certificates for the Notes.
The Certificates shall be in the form, or substantially in the form, set out in
Schedule I and shall have attached to each of them a copy of this Instrument.
4
7
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
5.2 The Certificates for the Notes shall be issued in accordance with
the provisions of the Articles of Association for the time being of the Company
relating to the issue of certificates for securities of the Company.
5.3 Each Noteholder, or the joint holders, of any Note shall be
entitled without charge to one Certificate for the total amount of the Note
registered in his name, or their names, or, if he or they desire, to several
such certificates each for a part (being (pound)l in nominal value of the Notes
or an integral multiple thereof) of the Notes so registered upon payment of the
sum of (pound)l for every Certificate beyond the first. Any Certificate in the
names of such joint holders of any Note shall be delivered to the first named of
such joint holders in the Register unless all such joint holders otherwise
specify in writing to the Company.
5.4 If any Certificate is defaced, worn out, lost or destroyed, the
Company shall issue a new Certificate on payment of such fee not exceeding
(pound)1 and on such terms (if any) as the directors may require as to indemnity
and evidence of defacement, wearing out, loss or destruction. In the case of
defacement or wearing out, the defaced or worn out Certificate shall be
surrendered and canceled before the new Certificate is issued. In the case of
loss or destruction, the person availing himself of the provisions of this
Clause shall also pay to the Company (if demanded) all reasonable expenses
incidental to the investigation of evidence of loss or destruction and the
preparation of any form of indemnity. There shall be entered in the Register
particulars of the issue of any new Certificate and any indemnity.
6.0 SURRENDER AND CANCELLATION.
6.1 Notes shall only be redeemed against surrender of the relevant
Certificate(s) for cancellation in the case of full redemption and for the
enfacement of a memorandum of the amount and date of redemption in the case of
partial redemption.
6.2 All Notes redeemed by the Company under the provisions of this
Instrument shall be canceled and shall not be reissued.
7.0 Warranties. The Company warrants to each Noteholder that at the date hereof:
7.1 Company has full power to issue and perform its obligations under
the Notes, to borrow and repay up to the maximum amount of the Notes and has
obtained, and will maintain in effect, all consents necessary for the foregoing
purposes.
7.2 The issue of the Notes does not and will not constitute an event of
default under any agreement, document or instrument to which it is a party, or a
breach of its Memorandum of Association.
7.3 No event has occurred which constitutes an Event of Default.
5
8
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
8.0 COVENANTS BY THE COMPANY. So long as any of the Notes remains outstanding,
the Company covenants as follows:
8.1 Company will at all times perform and comply with its obligations
set out in this Instrument and the Certificates.
8.2 Company will at all times carry on and conduct its affairs in a
proper and efficient manner.
8.3 Company will send to the Noteholders' Solicitors free of charge a
copy of every balance sheet, profit and loss account report, circular, notice
and document issued or sent generally to the members, or holders of securities
other than its members, of the Company in each case as soon as practical after
issue or publication.
8.4 Company will procure a consolidated balance sheet of the Company
and its Affiliates, including the Guarantor, to be prepared and audited in
respect of each of its financial periods and copies be sent to the Noteholders's
Solicitors within 120 days of the end of each financial period.
8.5 Company will not take any steps or actions which impair or
adversely affect the enforceability of this Instrument.
9.0 EVENTS OF DEFAULT.
9.1 The Notes shall become immediately repayable, together with any
accrued interest (after deductions permitted in this Instrument) up to, but
excluding, the date of redemption on the occurrence of any of the following
events, to the extent that any of these events continues to exist after the
Sellers' Committee (as defined in the Share Purchase Agreement) has provided
written notice of same to the Company:
9.1.1 any principal or interest on any Note is not paid within
7 days of its due date for payment; or
9.1.2 the Company fails to comply with any other terms of this
Instrument or the Notes and that failure is not remedied or, where capable of
remedy, remains unremedied for twenty-one (21) days; or
9.1.3 the Company ceases, or threatens to cease, to carry on
its business or a substantial part of its business, except as a result of a
winding up pursuant to a scheme previously approved by Extraordinary Resolution
of the Noteholders; or
6
9
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
9.1.4 the Company is, or is adjudicated or found to be,
insolvent or is (or is deemed to be) unable to, or admits inability to, pay its
debts (within the meaning of Section 123(l) of the Insolvency Act 1986) or
proposes or enters into any composition or other arrangement for the benefit of
its creditors generally; or
9.1.5 any order is made by any competent court or any
resolution is passed by the Company for the winding up or dissolution, or for
the appointment of a liquidator of the Company (except for the purpose of a
solvent amalgamation or reconstruction previously approved by Extraordinary
Resolution of the Noteholders); or
9.1.6 any encumbrancer takes possession, or a receiver,
administrative receiver, manager or sequestrator is appointed of the whole or
any substantial part of the undertaking or assets of the company, or distress or
other process is levied or enforced upon any of the assets, rights or revenues
of the Company and any such action is not lifted or discharged within fourteen
(14) days; or
9.1.7 any order is made by any competent court for the
appointment of an administrator in relation to the Company.
9.2 The Company shall forthwith give notice to each Noteholder of the happening
of any event mentioned in Clause 9.1, et seq, upon becoming aware of same.
10.0 REGISTRATION.
10.1 Every Noteholder shall receive, on the date hereof, a Certificate
stating the nominal amount of the Note held by him/her/it. Every Certificate
shall bear a denoting number. Joint Noteholders will be entitled only to one (1)
Certificate in respect of the Note held by them jointly, and the same will be
delivered to the first named of such joint holders.
10.2 The Company shall at all times maintain the Register at its
registered office or at such other place as the Company may from time to time
decide, and there shall be entered in the Register (i) the names and addresses
of the Noteholders; (ii) the amount of the Notes held by each registered holder;
(iii) the date at which the name of every such registered holder is entered in
respect of the Notes standing in his name; (iv) the endorsements in respect of
each Note; and (v) the serial number of each Certificate issued and its date of
issue.
10.3 Each Noteholder shall notify the Company of any change of his name
or address, and the Company, upon receiving such notification, shall alter the
Register accordingly.
10.4 The Register shall at all times prescribed by law be open for
inspection by the Noteholders, or any of them, or in the case of a corporation
by any person authorized in writing
7
10
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
by the Noteholder, provided that the Register may be closed by the Company for
not more than thirty (30) days in any one calendar year.
11.0 TITLE OF NOTEHOLDERS.
11.1 The Company will recognize the registered holder(s) of any Notes
as the absolute owner(s) and as alone entitled to receive and give effectual
discharge for the monies comprised therein. The Company will not be bound to
take notice of, or to see to the execution of, any trust, whether express,
implied or constructive, to which any Notes may be subject. The receipt of the
holder(s) for the moneys payable on repayment, and of a holder (or in the case
of joint holdings of any one of the holders) for interest, shall be a good
discharge to the Company notwithstanding any notice it may have, whether express
or otherwise, of the right, title, interest or claim of any other person to, or
in, such Notes, interest or moneys. No notice of any trust, whether express,
implied or constructive, in respect of any Notes, shall (except as provided by
statute or as required by an order of a court of competent jurisdiction) be
entered on the Register.
11.2 Every Noteholder shall be entitled to the principal amount of his
Notes and accrued interest (after deductions permitted in this Instrument) free
from all claims, liens, charges, encumbrances and any equity set-off or
cross-claim on the part of the Company against the original or any intermediate
holder of the Notes, except as expressly provided otherwise in this Instrument.
11.3 If several persons are entered in the Register as joint holders of
any Notes, the receipt by any one of such persons for any monies from time to
time payable in respect of such Notes shall be as effective a discharge to the
Company as if the person signing such receipt were the sole registered holder of
such Notes.
11.4 The Company shall recognize the executors and administrators of a
sole registered holder of a Note as the only persons having any title or
interest in such Note on the death of such Noteholder. The Company shall
recognize the survivor or survivors of joint registered holders of a Note as the
only person or persons having any title or interest in such Note on the death of
one or more of such joint registered holders.
12.0 TRANSFER OF NOTES. The Notes are not assignable or otherwise transferable.
13.0 TRANSMISSION OF NOTES. Any person becoming entitled to any Notes in
consequence of the death or bankruptcy of any Noteholder, or of any other event
giving rise to the transmission of such Notes by operation of law, may be
registered as the holder thereof upon such evidence of his title being produced
as the directors of Company may reasonably require. The Company may in its sole
discretion, retain any payments on such a Note until the person entitled to be
registered under this Clause has been duly registered under the provisions of
this Instrument.
8
11
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
14.0 PRESCRIPTION. The Company shall be discharged from its obligation to pay
principal on the Notes, or accrued interest thereon, to the extent that the
relevant Notes have not been surrendered to the Company by, or payment has been
made by a Pounds Sterling cheque which remains uncashed at, the end of the
period of twelve (12) years from the due date in respect of such payment.
15.0 MEETINGS.
15.1 The Company may at any time convene a meeting of the Noteholders
by giving at least twenty-one (21) days' prior written notice of the meeting to
Noteholders. A meeting shall have power by an Extraordinary Resolution to
sanction with the consent of the Company any modification, abrogation or
compromise in respect of the rights of the Noteholders against the Company. A
resolution in writing signed by the holders of at least three-quarters in
nominal amount of the Notes shall be as effective as an Extraordinary Resolution
duly passed at a meeting of the Noteholders.
15.2 Any meeting for the purpose of Clause 15.1 shall (unless otherwise
specifically provided) be convened, conducted and held in all respects as nearly
as possible in the same way as shall be provided by the Articles of Association
of the Company with regard to general meetings, but:
15.2.1 a member of the Company shall not be entitled to
receive notice of, or to attend or vote, at any such meeting unless he be a
Noteholder;
15.2.2 the quorum at any such meeting shall be persons holding
or representing by proxy, one-third in nominal amount of the Notes (but if at
any adjourned meeting a quorum, as so defined, is not present, those Noteholders
who are present shall be a quorum), and
15.2.3 if a poll is demanded, each (pound)1 in nominal amount
of Notes held shall confer one (1) vote.
In the case of joint holders, the vote of the senior who
tenders a vote whether in person or by proxy shall be accepted to the exclusion
of the votes of the other joint holders, and for this purpose, seniority shall
be determined by the order in which the names stand in the Register in respect
of the joint holding. A person appointed to act as a proxy need not be a
Noteholder.
15.3 If within fifteen (15) minutes from the time appointed for the
meeting, a quorum is not present, the meeting shall stand adjourned to such day
(not being less than fourteen nor more than twenty-eight days after the date of
the meeting from which such adjournment takes place), time and place as the
chairman of the meeting shall direct. At least seven (7) days' notice shall be
given of an adjourned meeting, and such notice shall state that the Noteholders
present,
9
12
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
whatever their number, or the Notes held or represented by them, will
constitute a quorum for all purposes.
16.0 ALTERATION OF THIS INSTRUMENT. The provisions of this Instrument, and the
conditions on which the Notes are held, may be altered, abrogated or added to
with the consent in writing of the Company and an Extraordinary Resolution of
the Noteholders.
17.0 FURTHER LOAN CAPITAL. The Company reserves absolutely and unconditionally
the power to create and issue at its discretion from time to time further loan
capital ranking pari passu with, or subordinate to the Notes, for cash or
otherwise, at par or at a premium or discount, and with or without rights of
conversion into, or subscription for, shares of the Company and carrying such
rights as to premium, interest, maturity, repayment and otherwise as the Company
shall think fit.
18.0 NOTICES. Any notice under, or in respect of, this Instrument shall be
provided as set forth in SECTION 7.3 of the Share Purchase Agreement:
to Company, as to Purchaser in said Share Purchase Agreement, and
to Noteholders, as to Sellers in said Share Purchase Agreement with
respect to notices relating to Warranties, the Tax Covenant or the Indemnified
Liabilities, as defined in the Share Purchase Agreement.
19.0 GENERAL. A copy of this Instrument shall be supplied free of charge to each
Noteholder on receipt by the Company of a written request from such Noteholder.
20.0 SET-OFF. Amounts otherwise due the Noteholders hereunder are subject to the
right of set-off in favor of the Company as set forth in the Share Purchase
Agreement.
21.0 LAW. This Instrument, the Schedules and the Notes shall be governed by, and
construed in accordance with, English law. The Company, the Guarantor and the
Noteholders accept the non-exclusive jurisdiction of the appropriate court of
law in England in relation to all matters, claims or disputes arising out of, or
in connection with, the terms of this Instrument and the Notes.
10
13
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
IN WITNESS WHEREOF, this Instrument has been executed and delivered as a DEED by
the company on the day and year first above written.
EXECUTED as a deed by Time Eclipse Limited)
acting by )
----------------------------
Xxxxxx X Xxxxxx
Managing Director
ATTEST,
----------------------------
Xxxxx X. Xxxxxx Secretary
Secretary
11
14
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
SCHEDULE 1 - THE CERTIFICATES
SERIES 1
Each holder of the Notes shall be entitled to a Certificate stating the
amount of the Notes held by him. Every Certificate shall be in the following, or
substantially the following, form and shall be executed and delivered by the
Company.
CERTIFICATE NO. ____
CERTIFICATE FOR (POUND) __________ NOMINAL OF NOTES (THE "NOMINAL AMOUNT")
TIME ECLIPSE LIMITED
(THE "COMPANY")
(INCORPORATED UNDER THE COMPANIES XXX 0000, 1989)
(REGISTERED NO. _________)
(POUND)1,000,000
LOAN NOTES 1998 SERIES 1
(THE "NOTES")
Issued under the authority of the Memorandum and Articles of
Association of the Company and pursuant to a resolution of its board of
directors passed on this date.
THIS IS TO CERTIFY THAT ________________________________
of ____________________________________________________
is/are the registered holder(s) of the above stated Nominal Amount of
the Notes, fully paid, constituted by an Instrument entered into by the Company
on this date (the "Instrument") and are issued with the benefit of, and subject
to, the provisions contained in the Instrument, a copy of which may be obtained
from the Company.
12
15
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
Words and expressions defined in the Instrument shall have the same
meanings in this Certificate.
DATED: ______ May 1998
Executed and delivered as a deed by
Time Eclipse Limited, by
-----------------------------
Xxxxxx X. Xxxxxx
Managing Director
ATTEST,
-----------------------------
Xxxxx X. Xxxxxx
Secretary
Notes:
1. The Notes are redeemable in accordance with the terms and conditions
contained in the Instrument which is available from the Company.
2. Subject to the terms of the Instrument, the Notes are subject to
restrictions against disposals.
ISSUED IN ENGLAND
13
16
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
Noteholders Nominal Amounts
----------- ---------------
Xxxxxxxx Xxxxxx 122,060
Penelope Xxxxxxxxx Xxxxxxxx St. Xxxxxxxx 117,394
Platinum Holdings Limited 89,487
Marcris Holdings Limited 82,929
Xxxxxxx Xxxx 67,572
Xxxxxx Xxxxxxx Xxxxx 57,492
Xxxxxx Xxxxx Xxxxxx 56,929
Lady Xxxxx 52,296
Xxxxxx Xxxxx Xxxx 50,778
Bibury Investment Holding Inc. 44,875
Xxxxxxx Xxxxxxx Xxx Xxxx 39,791
Xxxxxxx Xxxxxx Drew 34,926
X. Xxxxxx and Dr. T.N. Xxxxxx 26,092
Xxxxxx Xxxxx 23,948
Xxxx Xxxxxxx Xxxx 14,746
Xxxx Xxxxxx 13,097
Xxx X. Xxxxxx 12,127
Xxxxxx Xxxxxxx Xxxxxx 10,672
Xxxxxxx Xxxxxxxx 9,944
Xxxxxxx Xxxxxxx 6,791
Xxxxxxx Xxxx Xxxx 6,156
Xxxxx Xxxxxx Xxxx 5,748
Xxxxxx Xxx Drew 5,457
Xxxxxxxxxxx Xxxxxx Xxx Xxxx 5,457
Xxxxx Xxxxxxx Xxxxx Xxxx 5,457
Xxxxx Xxxxxxxxx Xxxx 5,161
Xxxxx Xxxx 5,161
M.T. Roxby Xxxx 4,800
Xxxx Xxxxxxxxx Drew 3,490
Xxxx Xxxxxxxx Xxxx 2,910
Xxxx Xxxxxxxxx Xxxxxxx-Xxxxxxx 2,910
Xxxxx F.L. Xxxxxx 2,425
Xxxxx X.X. Xxxxxx 2,425
Avril X.X. Xxxxxx 2,425
Alexander X.X. Xxxxxx 2,425
Xxxxxxx T.V. Xxxxxx 2,425
X.X. Xxxxxxxx St. Xxxxxxxx 728
Xxxxxxxx Xxxxx Xxxxxxxx 486
Total (pound)1,000,000
14
17
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
SCHEDULE 2 - THE GUARANTY
SERIES 1
The Guaranty is as set forth in SECTION 7.17 of the Share Purchase
Agreement, incorporated herein by reference.
DATED: ____ May 1998
Executed and delivered as a deed by
SI Holding Corporation, by
-----------------------------
Xxxxxx X Xxxxxx
Director/Chief Financial Officer /Executive Vice President
ATTEST,
-----------------------------
Xxxxx X. Xxxxxx
Secretary
15
18
W. NOTTING LIMITED
SHARE PURCHASE AGREEMENT DATED MAY___, 1998
EXHIBITS AND SCHEDULES
July 22, 1998
Mr. Xxxxxxx Xxxxxxx
The Xxxxxxx Partnership
0 Xxxxxxx Xxxx
Xxxxxx, X I I 2RP England
Dear Xxxxxxx:
On behalf of the Sellers, Xxxx Xxxxxx has just delivered to us for our
review the Completion Financial Statement, copy attached, as well as his
analysis of the adjustment to be made to the Purchase Price in accordance with
Section 1.2 of the Share Purchase Agreement.
We have reviewed the Completion Financial Statement and are in
agreement with it.
Accordingly, Section 1. 1 of the Share Purchase Agreement is hereby
modified to restate the Purchase Price at GBP 4,144,581 in that the Section 1.2
adjustment off the Completion Financial Statement is GBP 105,419. Consistently
then, the amount of the Note as set forth in Section 1.3(ii) of the Share
Purchase Agreement, as well as the principal amount on the Note itself, is
hereby restated as BGP 894,581. Attached hereto as EXHIBIT A is the revised
Schedule of Noteholders under the Note which should be attached to the original
Note in substitution for the former Schedule of Noteholders.
Best regards,
JJ.X. Xxxxxx
JLS/bm
Attachments
cc: R. Xxxxxx
X. Xxxxxx
X. Xxxxx
R. Small
X. Xxxxx
X. Xxxxxx
16
19
17
