0001193125-11-228402.txt : 20120615 0001193125-11-228402.hdr.sgml : 20120615 20110822140909 ACCESSION NUMBER: 0001193125-11-228402 CONFORMED SUBMISSION TYPE: F-4/A PUBLIC DOCUMENT COUNT: 51 FILED AS OF DATE: 20110822 DATE AS OF CHANGE: 20111021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Engineering & Services UK Holdings Ltd CENTRAL INDEX KEY: 0001516635 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-82 FILM NUMBER: 111049454 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Fluid Power Technologies Investments Ltd CENTRAL INDEX KEY: 0001516636 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-80 FILM NUMBER: 111049452 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: H Heaton Ltd CENTRAL INDEX KEY: 0001516638 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-69 FILM NUMBER: 111049425 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Olympus (Ormskirk) Ltd CENTRAL INDEX KEY: 0001516639 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-59 FILM NUMBER: 111049417 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ruskin Air Management Ltd CENTRAL INDEX KEY: 0001516640 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-56 FILM NUMBER: 111049415 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Holdings Ltd CENTRAL INDEX KEY: 0001516641 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-77 FILM NUMBER: 111049449 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Selkirk IP L.L.C. CENTRAL INDEX KEY: 0001516642 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-42 FILM NUMBER: 111049446 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Schrader, LLC CENTRAL INDEX KEY: 0001516643 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-46 FILM NUMBER: 111049445 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Fleximak Ltd. CENTRAL INDEX KEY: 0001516644 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-81 FILM NUMBER: 111049453 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Engineering & Services Ltd. CENTRAL INDEX KEY: 0001516645 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-83 FILM NUMBER: 111049455 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Selkirk Canada Holdings, L.P. CENTRAL INDEX KEY: 0001516646 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-44 FILM NUMBER: 111049437 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Selkirk Americas, L.P. CENTRAL INDEX KEY: 0001516647 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-45 FILM NUMBER: 111049438 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Schrader International Holding Co. CENTRAL INDEX KEY: 0001516648 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-48 FILM NUMBER: 111049443 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Schrader-Bridgeport International, Inc. CENTRAL INDEX KEY: 0001516649 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-66 FILM NUMBER: 111049442 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Automotive Canada Ltd CENTRAL INDEX KEY: 0001516657 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-35 FILM NUMBER: 111049411 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Corp CENTRAL INDEX KEY: 0001516658 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-38 FILM NUMBER: 111049462 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Automotive Holding Co. CENTRAL INDEX KEY: 0001516659 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-33 FILM NUMBER: 111049410 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Selkirk Corp CENTRAL INDEX KEY: 0001516660 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-43 FILM NUMBER: 111049436 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Industries, Inc. CENTRAL INDEX KEY: 0001516663 IRS NUMBER: 000000000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-25 FILM NUMBER: 111049394 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Building Products, Inc. CENTRAL INDEX KEY: 0001516664 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-32 FILM NUMBER: 111049408 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins U.S., L.P. CENTRAL INDEX KEY: 0001516666 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-14 FILM NUMBER: 111049401 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Waltham Real Estate Holding Co. CENTRAL INDEX KEY: 0001516667 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-08 FILM NUMBER: 111049380 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACD Tridon (Holdings) Ltd CENTRAL INDEX KEY: 0001516669 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-58 FILM NUMBER: 111049486 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Air Systems Components Investments China Ltd CENTRAL INDEX KEY: 0001516670 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-90 FILM NUMBER: 111049483 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Beta Naco Ltd CENTRAL INDEX KEY: 0001516685 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-111 FILM NUMBER: 111049477 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: British Industrial Valve Co Ltd CENTRAL INDEX KEY: 0001516687 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-110 FILM NUMBER: 111049476 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Auto Parts Holdings China Ltd CENTRAL INDEX KEY: 0001516688 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-95 FILM NUMBER: 111049461 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Overseas Co CENTRAL INDEX KEY: 0001516689 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-01 FILM NUMBER: 111049390 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trico Products (Dunstable) Ltd CENTRAL INDEX KEY: 0001516690 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-11 FILM NUMBER: 111049383 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Treasury (Canadian Dollar) Co CENTRAL INDEX KEY: 0001516691 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-17 FILM NUMBER: 111049386 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Willer & Riley Ltd CENTRAL INDEX KEY: 0001516692 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-07 FILM NUMBER: 111049379 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Treasury (Dollar) Co CENTRAL INDEX KEY: 0001516694 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-16 FILM NUMBER: 111049384 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Sterling Co CENTRAL INDEX KEY: 0001516695 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-18 FILM NUMBER: 111049387 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins SC1 Ltd CENTRAL INDEX KEY: 0001516696 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-19 FILM NUMBER: 111049388 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Tomkins SCI Ltd DATE OF NAME CHANGE: 20110325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Finance Ltd CENTRAL INDEX KEY: 0001516697 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-30 FILM NUMBER: 111049397 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Pension Services Ltd CENTRAL INDEX KEY: 0001516698 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-21 FILM NUMBER: 111049389 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Treasury (Euro) Co CENTRAL INDEX KEY: 0001516737 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-15 FILM NUMBER: 111049385 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Finance Luxembourg Ltd CENTRAL INDEX KEY: 0001516739 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-29 FILM NUMBER: 111049396 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Investments China Ltd CENTRAL INDEX KEY: 0001516740 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-24 FILM NUMBER: 111049393 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Ideal Clamps (Suzhou) Investments Ltd CENTRAL INDEX KEY: 0001516741 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-26 FILM NUMBER: 111049412 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Swindon Silicon Systems Ltd CENTRAL INDEX KEY: 0001516742 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-39 FILM NUMBER: 111049434 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Engineering Ltd CENTRAL INDEX KEY: 0001516744 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-31 FILM NUMBER: 111049398 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Schrader Electronics Ltd CENTRAL INDEX KEY: 0001516745 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-51 FILM NUMBER: 111049441 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Shiitake Ltd CENTRAL INDEX KEY: 0001516746 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-41 FILM NUMBER: 111049435 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Funding Ltd CENTRAL INDEX KEY: 0001516747 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-28 FILM NUMBER: 111049400 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Investments Ltd CENTRAL INDEX KEY: 0001516748 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-05 FILM NUMBER: 111049399 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACD Tridon Inc. CENTRAL INDEX KEY: 0001516750 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-92 FILM NUMBER: 111049485 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eastern Sheet Metal, Inc. CENTRAL INDEX KEY: 0001516751 IRS NUMBER: 000000000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-100 FILM NUMBER: 111049466 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ideal Clamp Products, Inc. CENTRAL INDEX KEY: 0001516752 IRS NUMBER: 000000000 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-65 FILM NUMBER: 111049421 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Mectrol, Inc. CENTRAL INDEX KEY: 0001516754 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-74 FILM NUMBER: 111049429 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hytec, Inc. CENTRAL INDEX KEY: 0001516755 IRS NUMBER: 000000000 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-87 FILM NUMBER: 111049422 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FBN Transportation, Inc. CENTRAL INDEX KEY: 0001516756 IRS NUMBER: 000000000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-96 FILM NUMBER: 111049463 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hart & Cooley Trucking Co CENTRAL INDEX KEY: 0001516757 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-68 FILM NUMBER: 111049423 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates International Holdings, LLC CENTRAL INDEX KEY: 0001516758 IRS NUMBER: 000000000 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-76 FILM NUMBER: 111049448 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aquatic Trucking Co. CENTRAL INDEX KEY: 0001516759 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-113 FILM NUMBER: 111049479 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: e Industries, Inc. CENTRAL INDEX KEY: 0001516760 IRS NUMBER: 000000000 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-101 FILM NUMBER: 111049467 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Conergics Corp CENTRAL INDEX KEY: 0001516761 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-106 FILM NUMBER: 111049472 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dexter Chassis Group, Inc. CENTRAL INDEX KEY: 0001516762 IRS NUMBER: 000000000 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-102 FILM NUMBER: 111049468 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ruskin Service Co CENTRAL INDEX KEY: 0001516763 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-52 FILM NUMBER: 111049447 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Schrader Electronics, Inc. CENTRAL INDEX KEY: 0001516764 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-50 FILM NUMBER: 111049444 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NRG Industries, Inc. (Delaware Entity) CENTRAL INDEX KEY: 0001516767 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-61 FILM NUMBER: 111049418 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: NRG Industries, Inc. DATE OF NAME CHANGE: 20110328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aplicadores Mexicanos, S.A. de C.V. CENTRAL INDEX KEY: 0001516768 IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-88 FILM NUMBER: 111049481 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ruskin Co CENTRAL INDEX KEY: 0001516769 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-55 FILM NUMBER: 111049416 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Koch Filter Corp CENTRAL INDEX KEY: 0001516770 IRS NUMBER: 000000000 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-64 FILM NUMBER: 111049420 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ruskin de Mexico S.A. de C.V. CENTRAL INDEX KEY: 0001516771 IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-53 FILM NUMBER: 111049413 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMP Industrial Mexicana, S.A. de C.V. CENTRAL INDEX KEY: 0001516777 IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-89 FILM NUMBER: 111049482 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: AMO Industrial Mexicana, S.A. de C.V. DATE OF NAME CHANGE: 20110328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dexter Axle Co CENTRAL INDEX KEY: 0001516778 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-104 FILM NUMBER: 111049470 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dexter Axle Trucking Co CENTRAL INDEX KEY: 0001516779 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-103 FILM NUMBER: 111049469 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dexter Axle Acquisition Corp. CENTRAL INDEX KEY: 0001516780 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-105 FILM NUMBER: 111049471 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aquatic Co. CENTRAL INDEX KEY: 0001516781 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-114 FILM NUMBER: 111049480 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Buffalo Holding Co CENTRAL INDEX KEY: 0001516782 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-108 FILM NUMBER: 111049474 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Overseas Investments Ltd CENTRAL INDEX KEY: 0001516783 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-22 FILM NUMBER: 111049403 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ruskin Co Canada Inc. CENTRAL INDEX KEY: 0001516784 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-54 FILM NUMBER: 111049414 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Carriage House Fruit Co CENTRAL INDEX KEY: 0001516786 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-107 FILM NUMBER: 111049473 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Broadway Mississippi Development, LLC CENTRAL INDEX KEY: 0001516787 IRS NUMBER: 000000000 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-109 FILM NUMBER: 111049475 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Development Corp CENTRAL INDEX KEY: 0001516788 IRS NUMBER: 000000000 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-93 FILM NUMBER: 111049459 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Poly Belt Mexicana, S.A. de C.V. CENTRAL INDEX KEY: 0001516789 IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-20 FILM NUMBER: 111049402 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Montisk Investments Netherlands C.V. CENTRAL INDEX KEY: 0001516790 IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-63 FILM NUMBER: 111049419 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Overseas Holdings S.a.r.l. CENTRAL INDEX KEY: 0001516791 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-23 FILM NUMBER: 111049404 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Automotive Company, S.a.r.l. CENTRAL INDEX KEY: 0001516792 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-34 FILM NUMBER: 111049409 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Holdings Luxembourg, S.a.r.l. CENTRAL INDEX KEY: 0001516793 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-27 FILM NUMBER: 111049407 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Investments Co S.a.r.l. CENTRAL INDEX KEY: 0001516794 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-06 FILM NUMBER: 111049406 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins American Investmetns S.a.r.l. CENTRAL INDEX KEY: 0001516795 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-36 FILM NUMBER: 111049430 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Luxembourg S.a.r.l. CENTRAL INDEX KEY: 0001516796 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-03 FILM NUMBER: 111049405 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Schrader Investments Luxembourg S.a.r.l. CENTRAL INDEX KEY: 0001516797 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-47 FILM NUMBER: 111049439 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Air System Components, Inc. CENTRAL INDEX KEY: 0001516798 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-91 FILM NUMBER: 111049484 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins, Inc. CENTRAL INDEX KEY: 0001518348 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-13 FILM NUMBER: 111049433 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins, LLC CENTRAL INDEX KEY: 0001518349 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-12 FILM NUMBER: 111049432 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Ltd CENTRAL INDEX KEY: 0001518350 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-04 FILM NUMBER: 111049392 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Acquisitions Ltd CENTRAL INDEX KEY: 0001518351 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-37 FILM NUMBER: 111049431 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPICOR Industries, Inc. CENTRAL INDEX KEY: 0001518530 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-97 FILM NUMBER: 111049464 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hart & Cooley, Inc. CENTRAL INDEX KEY: 0001518533 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-67 FILM NUMBER: 111049424 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Powertrain UK Ltd CENTRAL INDEX KEY: 0001518534 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-71 FILM NUMBER: 111049426 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Holding GmbH CENTRAL INDEX KEY: 0001520492 IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-78 FILM NUMBER: 111049450 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eifeler Maschinenbau GmbH CENTRAL INDEX KEY: 0001520493 IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-98 FILM NUMBER: 111049465 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates CIS LLC CENTRAL INDEX KEY: 0001520622 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1Z FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-94 FILM NUMBER: 111049460 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Mectrol GmbH CENTRAL INDEX KEY: 0001520623 IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-75 FILM NUMBER: 111049428 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Power Transmission Europe BVBA CENTRAL INDEX KEY: 0001520624 IRS NUMBER: 000000000 STATE OF INCORPORATION: C9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-73 FILM NUMBER: 111049427 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Auto Industrial de Partes, S.A. de C.V. CENTRAL INDEX KEY: 0001520904 IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-112 FILM NUMBER: 111049478 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tridon Clamp Products GmbH CENTRAL INDEX KEY: 0001520905 IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-10 FILM NUMBER: 111049382 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tomkins Mauritius Co Ltd CENTRAL INDEX KEY: 0001520950 IRS NUMBER: 000000000 STATE OF INCORPORATION: O4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-02 FILM NUMBER: 111049391 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trion (Deutschland) GmbH CENTRAL INDEX KEY: 0001520951 IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-09 FILM NUMBER: 111049381 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Schrader International Brasil Ltda. CENTRAL INDEX KEY: 0001523649 IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-49 FILM NUMBER: 111049440 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Engineering & Services Hamriyah FZE CENTRAL INDEX KEY: 0001523746 IRS NUMBER: 000000000 STATE OF INCORPORATION: C0 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-84 FILM NUMBER: 111049456 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Guc Aktarim Sistemleri Dagitim Sanayi Ve Ticaret Ltd Sirketi CENTRAL INDEX KEY: 0001523748 IRS NUMBER: 000000000 STATE OF INCORPORATION: W8 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-79 FILM NUMBER: 111049451 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pinafore Holdings B.V. CENTRAL INDEX KEY: 0001523749 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137 FILM NUMBER: 111049378 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Engineering & Services Australia Pty Ltd CENTRAL INDEX KEY: 0001523754 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-86 FILM NUMBER: 111049458 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gates Engineering & Services FZCO CENTRAL INDEX KEY: 0001523839 IRS NUMBER: 000000000 STATE OF INCORPORATION: C0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-85 FILM NUMBER: 111049457 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: St. Augustine Real Estate Holding LLC CENTRAL INDEX KEY: 0001527718 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-175137-115 FILM NUMBER: 111049395 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 F-4/A 1 df4a.htm AMENDMENT NO 1 TO FORM F-4 Amendment No 1 to Form F-4
Table of Contents

As filed with the Securities and Exchange Commission on August 22, 2011

Registration No. 333-175137

 

 

Amendment No. 1 to

FORM F-4

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

 

Pinafore Holdings B.V.

(Exact name of registrant as specified in its charter)

 

 

 

The Netherlands   3714

(State or other jurisdiction

of incorporation)

  

(Primary Standard Industrial

Classification Code Number)

FOR ADDITIONAL REGISTRANTS, SEE “TABLE OF ADDITIONAL REGISTRANTS”

ON THE FOLLOWING PAGE

 

 

Fred. Roeskestraat 123

1076 EE

Amsterdam

The Netherlands

Tel: +31.20577.1177

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

 

 

Thomas C. Reeve

Tomkins Limited

1551 Wewatta Street

Denver, Colorado 80202

Tel: +1. 303.744.5059

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With a copy to:

Patrick H. Shannon

Rachel W. Sheridan

Latham & Watkins LLP

555 Eleventh St. NW

Suite 1000

Washington, DC 20004

Tel: +1.202.637.2200

 

 

Approximate date of commencement of proposed exchange offer: As soon as practicable after this Registration Statement is declared effective.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer).  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).  ¨

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

Table of Contents

TABLE OF ADDITIONAL REGISTRANTS

 

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number,

Including Area Code, of Principal

Executive Offices

TOMKINS, INC.*    Delaware    3990    33-1218687   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

TOMKINS, LLC*    Delaware    3990    99-0360549   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

ACD TRIDON (HOLDINGS) LIMITED    United Kingdom    3585    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

ACD TRIDON INC.    Ontario, Canada    3585    N/A   

P.O. Box 310

300 Henry Street

Brantford ON N3T 5W1,

Canada

+1.416.250.1033

AIR SYSTEM COMPONENTS, INC.    Delaware    3585    23-3023656   

1401 N. Plano Road

Richardson, Texas 75081

+1.972.301.9645

AIR SYSTEMS COMPONENTS INVESTMENTS CHINA LIMITED    United Kingdom    3585    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

AMP INDUSTRIAL MEXICANA, S.A. DE C.V.    Mexico    3585    N/A   

Cerrada Centinela Num. 1782,

Parque Industrial Cachanilla,

Mexicali, B.C., 21394, Mexico

+1.972.943.6150

APLICADORES MEXICANOS,

S.A. DE C.V.

    Mexico    3714    N/A   

Avenida Parques Industriales y

Magneto, Parque Industrial

GEMA, Ciudad Juarez,

Chihuahua, 32310, Mexico

+1.972.301.9645

AQUATIC CO.    Delaware    3430    36-4284100   

8101 E Kaiser Blvd.

Suite 200

Anaheim, California 92808

+1.714.993.1220

AQUATIC TRUCKING CO.    Delaware    3430    31-1631458   

8101 E Kaiser Blvd.

Suite 200

Anaheim, California 92808

+1.714.993.1220

AUTO INDUSTRIAL DE PARTES,

S.A. DE C.V.

    Mexico    3714    N/A   

Lic. Albino Hernandez No 7

Pte., Colonia Obrera, H.

Matamoros, Tamaulipas,

78540, Mexico

Attention: Antonio D’Addona

+52.868.816.0998

BETA NACO LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

 

* Tomkins, Inc. and Tomkins LLC are the co-issuers of the exchange notes offered hereby. The other listed registrants, including Pinafore Holdings B.V., are guarantors of the exchange notes.

Table of Contents

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number,

Including Area Code, of Principal

Executive Offices

BRITISH INDUSTRIAL VALVE COMPANY LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

BROADWAY MISSISSIPPI DEVELOPMENT, LLC    Colorado    3990    27-1050109   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

BUFFALO HOLDING COMPANY    Delaware    3990    22-2977811   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

CARRIAGE HOUSE FRUIT COMPANY    California    3990    77-0400825   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

CONERGICS CORPORATION    Delaware    3990    48-0776015   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

DEXTER AXLE ACQUISITION CORP.    Delaware    3714    20-2417200   

2900 Industrial Parkway

Elkhart, Indiana 46516

+1.574.296.7214

DEXTER AXLE COMPANY    Delaware    3714    36-4284104   

2900 Industrial Parkway

Elkhart, Indiana 46516

+1.574.296.7214

DEXTER AXLE TRUCKING COMPANY    Delaware    3714    36-4289434   

2900 Industrial Parkway

Elkhart, Indiana 46516

+1.574.296.7214

DEXTER CHASSIS GROUP, INC.    Michigan    3714    38-3042888   

501 S. Miller

White Pigeon, Michigan 49099

+1.574.296.7214

E INDUSTRIES, INC.    Indiana    3714    37-1437274   

4526 Chester Drive

Elkhart, Indiana 46516

+1.574.522.7550

EASTERN SHEET METAL, INC.    Ohio    3714    31-0932614   

8959 Blue Ash Road

Cincinnati, Ohio 45236

+1.513.793.3440

EIFELER MASCHINENBAU GMBH    Germany    3714    N/A   

Kolumbusstr. 54, 53881

Euskirchen, Germany

+49.2251.256.200

EPICOR INDUSTRIES, INC.    Delaware    3714    36-3672434   

3200 Parker Drive

St. Augustine, Florida 32084

+1.615.355.1137

FBN TRANSPORTATION, INC.    Ohio    3714    04-3726434   

8959 Blue Ash Road

Cincinnati, Ohio 45236

+1.513.793.3440

Table of Contents

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number,

Including Area Code, of Principal

Executive Offices

GATES AUTO PARTS HOLDINGS CHINA LIMITED    United Kingdom    3714    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

GATES CIS LLC    Russia    3714    N/A   

1-st Dobryninsky per., building

15/7 #25, Moscow 119049,

Russia

+32.53.762.830

GATES DEVELOPMENT CORPORATION    Colorado    3714    84-1581944   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

GATES ENGINEERING & SERVICES AUSTRALIA PTY LTD ACN 142 531 244    Australia    3714    N/A   

15 Dalzell Turn, Kinross,

Perth, Australia, 6028

+1.61.9258.8399

GATES ENGINEERING & SERVICES HAMRIYAH FZE    United Arab Emirates    3714    N/A   

Plot no. 2M-10, PO Box

49047, Hamriyah Free zone,

Sharjah, United Arab Emirates

+971.4886.1414

GATES ENGINEERING & SERVICES FZCO    United Arab Emirates    3714    N/A   

PO Box 61046

Jebel Ali Free Zone, Dubai, United Arab Emirates

GATES ENGINEERING & SERVICES LTD.    British Virgin Islands    3714    N/A   

Cragmuir Chambers

P.O. Box 71, Road Town,

Tortola, British Virgin Islands

+1.284.494.2233

GATES ENGINEERING & SERVICES UK HOLDINGS LIMITED    United Kingdom    3714    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

GATES FLEXIMAK LTD.    British Virgin Islands    3714    N/A   

Cragmuir Chambers

P.O. Box 71, Road Town,

Tortola, British Virgin Islands

+1.284.494.2233

GATES FLUID POWER TECHNOLOGIES INVESTMENTS LIMITED    United Kingdom    3714    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

GATES GÜÇ AKTARIM SISTEMLERI DAGITIM SANAYI VE TICARET LIMITED SIRKETI    Turkey    3714    N/A   

Peliti Koyu Karacayir Mevkii

2, Bolge, Gebze Kocaeli,

Turkey

+34.93.877.7016

Table of Contents

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number,

Including Area Code, of Principal

Executive Offices

GATES HOLDING GMBH    Germany    3714    N/A   

Kolumbusstr. 54, 53881

Euskirchen, Germany

+49.2251.1256.200

GATES HOLDINGS LIMITED    United Kingdom    3714    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

GATES INTERNATIONAL

HOLDINGS, LLC

    Colorado    3714    N/A   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

GATES MECTROL GMBH    Germany    3714    N/A   

Werner von Siemens Strasse 2,

64319 Pfungstadt, Germany

+32.53.762.891

GATES MECTROL, INC.    Delaware    3714    11-3732833   

9 Northwestern Drive,

Salem, New Hampshire 03079

+1.303.744.4939

GATES POWER TRANSMISSION EUROPE BVBA    Belgium    3714    N/A   

Dr. Carlierlaan 30, B-9320 Erembodegem (Aalst),

Belgium

+32.53.762.830

GATES POWERTRAIN UK LIMITED    United Kingdom    3714    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

H HEATON LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

HART & COOLEY TRUCKING COMPANY    Delaware    3585    61-1436877   

5030 Corporate Exchange

Blvd.

Grand Rapids, Michigan 49512

+1.972.943.6150

HART & COOLEY, INC.    Delaware    3585    52-2206266   

5030 Corporate Exchange

Blvd.

Grand Rapids, Michigan 49512

+1.972.943.6150

Table of Contents

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number,

Including Area Code, of Principal

Executive Offices

HYTEC, INC.    Washington    3430    91-0839632   

801 Northern Pacific Road

P.O. Box 1180

Yelm, Washington 98597

+1.714.993.1220

IDEAL CLAMP PRODUCTS, INC.    Tennessee    3714    62-1051193   

8100 Tridon Drive

Smyrna, Tennessee 37172

+1.615.355.1137

KOCH FILTER CORPORATION    Kentucky    3585    61-0674289   

625 W Hill

Louisville, Kentucky 40208

+1.502.634.4796

MONTISK INVESTMENTS NETHERLANDS C.V.    Netherlands    3990    N/A   

Leidsweg 37, 2nd Floor

2252 LA, Voorscholen

The Netherlands

+35.222.8229

NRG INDUSTRIES, INC.

NKA RUSKIN ROOFTOP SYSTEMS, INC.

    Delaware    3585    75-2452241   

3900 Dr. Greaves Road

Kansas City, Missouri 64030

+1.816.761.7476

OLYMPUS (ORMSKIRK) LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

RUSKIN AIR MANAGEMENT LIMITED    United Kingdom    3585    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

RUSKIN COMPANY    Delaware    3585    43-1845398   

3900 Dr. Greaves Road

Kansas City, Missouri 64030

+1.816.761.7476

RUSKIN COMPANY CANADA INC.    Ontario, Canada    3585    N/A   

152 East Drive, Brampton

Ontario L6T 1E1, Canada

+1.816.761.7476

RUSKIN DE MÉXICO, S.A. DE C.V.    Mexico    3585    N/A   

Tapioca # 5455-A Infonavit

Ampliacion Aeropuerto

Juarez CHI, Mexico 32698

+1.816.761.7476

Table of Contents

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number,

Including Area Code, of Principal

Executive Offices

RUSKIN SERVICE COMPANY    Delaware    3585    43-1871609   

3900 Dr. Greaves Road

Kansas City, Missouri 64030

+1.816.761.7476

SCHRADER ELECTRONICS LIMITED    Northern Ireland    3714    N/A   

11 Technology Park, Belfast Road

Antrim, N. Ireland (UK), BT41 1QS

SCHRADER ELECTRONICS, INC.    Delaware    3714    26-1353225   

101 Evergreen Drive

Springfield, Tennessee 37172

+1.615.384.0089

SCHRADER INTERNATIONAL BRASIL LTDA.    Brazil    3714    N/A   

1600 Avenida Malek Assad,

Bairro Meia Lua, Jacarei, Sao

Paulo, 12303-071, Brazil

+55.3954.6500

SCHRADER INTERNATIONAL HOLDING CO.    Delaware    3714    27-1382757   

205 Frazier Road

Alta Vista, Virginia 24517

+1.303.744.5339

SCHRADER INVESTMENTS LUXEMBOURG S.À R.L.    Luxembourg    3714    N/A   

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

SCHRADER, LLC    Delaware    3714    N/A   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

SCHRADER-BRIDGEPORT INTERNATIONAL, INC.    Delaware    3714    95-3959558   

205 Frazier Road

Alta Vista, Virginia 24517

+1.303.744.5339

SELKIRK AMERICAS, L.P.    Delaware    3714    71-0886085   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

SELKIRK CANADA HOLDINGS, L.P.    Delaware    3714    36-4499487   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

SELKIRK CORPORATION    Delaware    3714    71-0886094   

5030 Corporate Exchange Blvd.

Grand Rapids, Michigan 49512

+1.972.943.6150

SELKIRK IP L.L.C.    Delaware    3714    20-0776546   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

SHIITAKE LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

ST. AUGUSTINE REAL

ESTATE HOLDING LLC

    Delaware    3714    45-3014179   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5255

Table of Contents

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number,

Including Area Code, of Principal

Executive Offices

SWINDON SILICON SYSTEMS LIMITED    United Kingdom    3714    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

THE GATES CORPORATION    Delaware    3990    84-0857401   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

TOMKINS ACQUISITIONS LIMITED    United Kingdom    3990    98-0360549   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS AMERICAN INVESTMENTS S.À R.L.    Luxembourg    3990    N/A   

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

TOMKINS AUTOMOTIVE CANADA LIMITED    Ontario, Canada    3714    N/A   

4123 Yonge Street

North York, Ontario

Canada M2P 2B8

+1.416.250.1033

TOMKINS AUTOMOTIVE COMPANY, S.À R.L.    Luxembourg    3714    N/A   

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

TOMKINS AUTOMOTIVE

HOLDING CO.

    Delaware    3714    26-3004076   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

TOMKINS BUILDING

PRODUCTS, INC.

    Delaware    3990    62-1387341   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

TOMKINS ENGINEERING LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS FINANCE LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS FINANCE LUXEMBOURG LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

Table of Contents

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number,

Including Area Code, of Principal

Executive Offices

TOMKINS FUNDING LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS HOLDINGS LUXEMBOURG, S.À R.L.    Luxembourg    3990    N/A   

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

TOMKINS IDEAL CLAMPS (SUZHOU) INVESTMENTS LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS INDUSTRIES, INC.    Ohio    3990    31-0596713   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

TOMKINS INVESTMENTS CHINA LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS INVESTMENTS COMPANY S.À R.L.    Luxembourg    3990    N/A   

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

TOMKINS INVESTMENTS LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS LUXEMBOURG S.À R.L.    Luxembourg    3990    N/A   

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

TOMKINS MAURITIUS COMPANY LIMITED    Mauritius    3990    N/A   

Felix House, 24 Dr. Joseph

Riviere Street, Port Louis,

Mauritius

+230.216.8800

TOMKINS OVERSEAS COMPANY    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS OVERSEAS HOLDINGS

S.À R.L.

    Luxembourg    3990    N/A   

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

Table of Contents

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number,

Including Area Code, of Principal

Executive Offices

TOMKINS OVERSEAS INVESTMENTS LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS PENSION SERVICES LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS POLY BELT MEXICANA, S.A. DE C.V.    Mexico    3990    N/A   

Km 96.5, Carretera Mexico-

Cuautla #133, Fracc. Los

Faroles, Tetelcingo, Cuautla,

Morelos, 62751, Mexico

+1.303.744.4939

TOMKINS SC1 LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS STERLING COMPANY    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS TREASURY (CANADIAN DOLLAR) COMPANY    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS TREASURY (DOLLAR) COMPANY    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS TREASURY (EURO) COMPANY    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

TOMKINS U.S., L.P.    Delaware    3990    26-3112689   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

TRICO PRODUCTS (DUNSTABLE) LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

Table of Contents

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and

Telephone Number,

Including Area Code, of Principal

Executive Offices

TRIDON CLAMP PRODUCTS GMBH    Germany    3714    N/A   

10 Robert-Bosch Street, 53919,

Weilerswist, Germany

+32.53.762.800

TRION (DEUTSCHLAND) GMBH    Germany    3714    N/A   

Oehlecker Ring 26, D-22419,

Hamburg, Germany

+1.972.301.9645

WALTHAM REAL ESTATE

HOLDING CO.

    Delaware    3990    26-3003983   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

WILLER & RILEY LIMITED    United Kingdom    3990    N/A   

Pinnacle House,

17-25 Hartfield Road,

Wimbledon, London

SW19 3SE, England

+44.20.8545.1910

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED AUGUST 22, 2011

PRELIMINARY PROSPECTUS

LOGO

Tomkins, LLC

Tomkins, Inc.

OFFER TO EXCHANGE

 

 

Up to $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 issued by Tomkins, LLC and Tomkins, Inc., as co-issuers, which have been registered under the Securities Act of 1933, for any and all outstanding 9% Senior Secured Second Lien Notes due 2018 (CUSIP Nos. 693492 AC4 and U72209 AB2) issued by Tomkins, LLC and Tomkins, Inc., as co-issuers.

The exchange notes and the guarantees thereof will be the senior obligations of Tomkins, Inc. and Tomkins, LLC, as co-issuers. The exchange notes will be fully and unconditionally guaranteed jointly and severally on a second priority secured basis by Pinafore Holdings B.V., the indirect parent company of Tomkins, LLC and Tomkins, Inc., and certain of Pinafore Holdings B.V.’s domestic and foreign subsidiaries.

 

 

We are conducting the exchange offer in order to provide you with an opportunity to exchange your unregistered notes for freely tradable notes that have been registered under the Securities Act.

Terms of the Exchange Offer:

 

  •  

We will exchange all initial notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.

 

  •  

You may withdraw tenders of initial notes at any time prior to the expiration date of the exchange offer.

 

  •  

The exchange offer expires at 5:00 p.m., New York City time, on                 , 2011, unless extended.

 

  •  

We will not receive any proceeds from the exchange offer.

 

  •  

We believe that the exchange of initial notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.

 

  •  

The terms of the exchange notes are substantially identical to the initial notes, except that the exchange notes have been registered under the Securities Act, and transfer restrictions and registration rights relating to the initial notes do not apply to the exchange notes.

All untendered initial notes will continue to be subject to the restrictions on transfer set forth in the initial notes and in the indenture. In general, the initial notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the initial notes under the Securities Act.

Table of Contents

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for the initial notes where such initial notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period beginning on the date the exchange offer is consummated and ending on the earlier of 180 days after the date of this prospectus and the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making activities or other trading activities, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

See “Risk Factors” beginning on page 23 for a discussion of certain risks that you should consider before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted.

The date of this prospectus is                 , 2011.

Table of Contents

TABLE OF CONTENTS

 

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

      i   

ENFORCEMENT OF FOREIGN JUDGMENTS AND SERVICE OF PROCESS

      i   

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

      i   

PRESENTATION OF INFORMATION

      iii   

MARKET AND INDUSTRY DATA

      iv   

WHERE YOU CAN OBTAIN MORE INFORMATION

      v   

SUMMARY

      1   

RISK FACTORS

      23   

USE OF PROCEEDS

      44   

CAPITALIZATION

      45   

UNAUDITED PRO FORMA FINANCIAL INFORMATION

      46   

SELECTED HISTORICAL FINANCIAL INFORMATION

      55   

RATIO OF EARNINGS TO FIXED CHARGES

      56   

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      58   

BUSINESS

      114   

PRINCIPAL SHAREHOLDERS

      130   

MANAGEMENT

      131   

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

      137   

DESCRIPTION OF CERTAIN INDEBTEDNESS

      138   

THE EXCHANGE OFFER

      141   

DESCRIPTION OF SENIOR SECURED SECOND LIEN NOTES

      151   

BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES

      201   

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

      203   

ERISA CONSIDERATIONS

      204   

PLAN OF DISTRIBUTION

      206   

LEGAL MATTERS

      207   

EXPERTS

      207   

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

      F-1   

We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You must not rely on unauthorized information or representations.

This prospectus does not offer to sell nor ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The information in this prospectus is current only as of the date on its cover, and may change after that date.

Table of Contents

Following the date of this prospectus, we will be subject to reporting obligations and any filings we make will be available via the website of the United States Securities and Exchange Commission, or SEC, at www.sec.gov. You can also obtain any filed documents regarding us without charge by written or oral request to:

Pinafore Holdings B.V.

Fred. Roeskestraat 123

1076 EE

Amsterdam

The Netherlands

Attn. Thomas C. Reeve

Executive Vice President and General Counsel – Tomkins Limited

Tel: +31.20577.1177

Please note that copies of documents provided to you will not include exhibits.

In order to receive timely delivery of requested documents in advance of the expiration date of the exchange offer, you should make your request no later than                 , 2011, which is five business days before you must make a decision regarding the exchange offer.

See “Where You Can Obtain More Information.”

Table of Contents

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell or a solicitation of an offer to buy any of these securities to any person in any jurisdiction where it is unlawful to make this type of an offer or solicitation.

ENFORCEMENT OF FOREIGN JUDGMENTS AND SERVICE OF PROCESS

Pinafore Holdings B.V. (“Holdings” or the “Company”) is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, and certain of its directors and executive officers are residents of The Netherlands. In addition, a substantial portion of the assets owned by us and the aforesaid individuals are located outside the United States. Similarly, many of the guarantors of the notes are organized under the laws of various jurisdictions outside of the United States. As a result, it may be difficult or impossible for you to effect service of process upon us or any of the aforesaid persons within the United States with respect to matters arising under the U.S. federal securities laws or to enforce against us or any of such persons judgments of U.S. courts predicated upon the civil liability provisions of the U.S. federal securities laws. Service of process in U.S. proceedings on persons in The Netherlands, however, is regulated by a multilateral treaty guaranteeing service of writs and other legal documents in civil cases if the current address of the defendant is known. The competent Dutch court will apply Dutch private international law to determine which laws will be applicable to any private law claim brought before it and apply that law to such claim. It is uncertain whether a Dutch court would apply or enforce the civil liability provisions of U.S. Federal securities laws.

We have been advised by our Dutch counsel that in the absence of an applicable treaty or convention providing for the recognition and enforcement of judgments in civil and commercial matters, other than arbitral awards, between the United States of America and the Netherlands, a judgment of a court in the United States of America (the “U.S. Judgment”) is not automatically enforceable in the Netherlands.

To obtain an enforceable judgment against the Dutch subsidiaries in the Netherlands, the matter will need to be re-litigated before the competent court in The Netherlands. In the course of such proceedings, the U.S. Judgment will have to be submitted to the relevant court in the Netherlands, and the Dutch court may give the effect to the U.S. Judgment as it deems appropriate.

According to current practice, however, based upon case law, Dutch courts will be expected to render a judgment in accordance with the U.S. Judgment, if and to the extent that: (i) the court rendering the U.S. Judgment had jurisdiction over the subject matter of the litigation on internationally acceptable grounds and has conducted the proceedings in accordance with general principles of fair trial; (ii) the U.S. Judgment is final and definite; and (iii) such recognition is not in conflict with an existing Dutch judgment or with Dutch public policy (i.e. a fundamental principle of Dutch Law).

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes “forward-looking statements.” All statements other than statements of historical facts included in this prospectus, including without limitation, statements under the captions “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” and included elsewhere in this prospectus regarding the prospects of our industry and our prospects, plans, financial position and business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe” or “continue” or the negatives of these terms or variations of them or similar terminology. You are cautioned not to place undue reliance on the forward-looking statements which speak only as of the date that the statement was made. Important factors that could cause actual results to differ materially from our expectations are disclosed in this prospectus, including in conjunction with the forward-looking statements included in this prospectus and under “Risk Factors.” All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this prospectus.

 

i

Table of Contents

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus under the headings “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

 

  •  

global and general economic conditions, including those specific to our end markets;

 

  •  

significant global operations and global expansion;

 

  •  

the impact of natural disasters and terrorist attacks;

 

  •  

regulations applicable to our global operations;

 

  •  

our ability to compete successfully with other companies in our industry;

 

  •  

the cost and availability of raw materials;

 

  •  

the cyclical nature of the non-residential construction industry;

 

  •  

the downturn in the residential construction industry;

 

  •  

the potential loss of key personnel;

 

  •  

product liability claims against us;

 

  •  

the sufficiency of our insurance policies to cover losses, including liabilities arising from litigation;

 

  •  

failure to develop and maintain intellectual property rights;

 

  •  

the demand for our products by automakers;

 

  •  

our ability to integrate acquired companies into our business and the success of our acquisition strategy;

 

  •  

environmental, health and safety laws and regulations;

 

  •  

currency fluctuations from our international sales;

 

  •  

labor shortages, labor costs and collective bargaining agreements;

 

  •  

equipment failures, explosions and adverse weather;

 

  •  

potential inability to obtain necessary capital;

 

  •  

the few principal stockholders who control us;

 

  •  

risks related to the notes, to the collateral and to high yield securities generally;

 

  •  

our significant indebtedness;

 

ii

Table of Contents
  •  

the dependence on the subsidiaries of Holdings for cash to meet our debt obligations; and

 

  •  

other risks and uncertainties, including those listed under the caption “Risk Factors.”

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date hereof. Readers are cautioned that the foregoing list of risk factors is not exhaustive and that the forward-looking statements contained in this prospectus are expressly qualified by this cautionary statement. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

PRESENTATION OF INFORMATION

Financial and Other Information

On July 27, 2010, the Independent Directors of Tomkins plc (“Tomkins”) and the Board of Directors of Pinafore Acquisitions Limited (now known as Tomkins Acquisitions Limited) announced that they had reached an agreement on the terms of a recommended cash acquisition (the “Acquisition”) for the entire share capital of Tomkins, including the Tomkins shares underlying the Tomkins ADRs and certain employee equity awards, implemented by way of a scheme of arrangement under Part 26 of the U.K.’s Companies Act 2006. Predecessor results for periods prior to the Acquisition on September 24, 2010 (“Predecessor”) have been presented separately from Successor results subsequent to the Acquisition (“Successor”).

Prior to the Acquisition, Tomkins drew up its annual financial statements to the Saturday nearest December 31. Accordingly, Predecessor consolidated financial statements are presented for the 53-week period from December 30, 2007 to January 3, 2009 (“Fiscal 2008”), the 52-week period from January 4, 2009 to January 2, 2010 (“Fiscal 2009”), and the 38-week period from January 3, 2010 to September 24, 2010 (“9M 2010”). The Predecessor financial statements do not reflect the effects of the accounting for, or the financing of, the Acquisition. Holdings draws up its annual financial statements to December 31. Although Holdings was incorporated on September 1, 2010, it had no assets or liabilities (other than the proceeds of the ordinary shares issued on incorporation) and no operations prior to the Acquisition. Accordingly, this prospectus contains Successor consolidated financial statements that present the results of the Successor’s operations for the 14-week period from September 25, 2010 to December 31, 2010 (“Q4 2010”).

Holdings draws up its quarterly financial statements to the Saturday nearest the end of the relevant fiscal quarter. We have included in this prospectus the unaudited condensed consolidated financial statements of Holdings for the 26-week period from January 1, 2011 to July 2, 2011 (“6M 2011”) that were made available to holders of the Notes on August 9, 2011.

The audited consolidated financial statements do not contain results for the year ended December 31, 2010 (“Fiscal 2010”). As Holdings had and has no interest in any operations other than those of Tomkins, comparison of the results of the Successor with those of the Predecessor is hindered only by the effects of the accounting for, and the financing of, the Acquisition. For the purposes of facilitating the discussion of Fiscal 2010 compared with Fiscal 2009 and 6M 2011 with 6M 2010, we therefore refer in Management’s Discussion and Analysis to our unaudited pro forma condensed consolidated income statement for Fiscal 2010 and for 6M 2010 that is presented in “Unaudited Pro Forma Financial Information” included elsewhere in this prospectus. The unaudited pro forma financial information has been prepared in accordance with SEC Regulation S-X Article 11 and incorporates adjustments that give effect to the Transactions as if they had occurred on January 3, 2010 but excludes items of income and expense that arose in connection with the Transactions but will not have a continuing impact for us beyond the twelve months following completion of the Transactions. The unaudited pro forma financial information for Fiscal 2010 and for 6M 2010 does not comply with International Financial Reporting Standards (“IFRS”) or accounting principles generally accepted in the United States of America (“U.S. GAAP”) and does not purport either to represent actual results or to be indicative of results we might achieve in future periods.

 

iii

Table of Contents

During Fiscal 2009, we substantially completed our long-term program of exiting our non-core businesses. We distinguish within our continuing operations between those of our operating segments that are ongoing, which we identify as “ongoing segments”, and those that we have exited but do not meet the conditions to be classified as discontinued operations, which we identify as “exited segments.”

During the second quarter of 2011, management began actively seeking a buyer for the businesses that comprise our Sensors & Valves operating segment within Industrial & Automotive. This operating segment is now classified as a discontinued operation. Historical financial information presented in this prospectus has accordingly been re-presented to reflect this classification.

Our consolidated financial statements have been prepared in accordance with IFRS, which differs in certain respects from U.S. GAAP.

We assess the performance of our businesses using a variety of measures. Certain of these measures are not explicitly defined under IFRS and are therefore termed “non-GAAP measures.” Under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we identify and explain the relevance of each of the non-GAAP measures referenced herein, show how they are calculated and present a reconciliation to the most directly comparable measure defined under IFRS. We do not regard these non-GAAP measures as a substitute for, or superior to, the equivalent measures defined under IFRS. The non-GAAP measures that we use may not be directly comparable with similarly-titled measures used by other companies.

MARKET AND INDUSTRY DATA

Certain market, ranking and industry data included in this prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including our products and services relative to our competitors, are based on estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. You should not place undue reliance on them as estimates are inherently uncertain. Additionally, we have cited information compiled by certain industry sources and third parties, including:

 

  •  

Automotive Aftermarket Industry Association, “Digital Automotive Aftermarket Factbook, 20th Edition, 2011” (“AAIA”);

 

  •  

CSM Worldwide, Inc., a division of IHS Global Insight Inc. (“IHS/CSM”);

 

  •  

JD Power and Associates, “Automotive Forecasting Report, June 30, 2010” (“J.D. Power”);

 

  •  

McGraw-Hill Companies, “Dodge Construction Potential Bulletin, December 2010 (“Dodge”);

 

  •  

McGraw-Hill Companies, “Dodge Construction Potential Bulletin, June 2011 (“Dodge June 2011”);

 

  •  

McGraw-Hill Companies, “Construction Market Forecasting Service, Sneak-Peek Third Quarter 2011” (“McGraw-Hill”);

 

  •  

U.S. Bureau of the Census, “Construction Reports, Series C-20, Housing Starts” (“U.S. Census Bureau Housing Starts”);

 

  •  

Housingeconomics.com, National Association of Home Builders, “Executive Level Forecast, July 29, 2011” (“NAHB”); and

 

  •  

U.S. Bureau of the Census, “Construction Reports, Series C-30, Value of New Construction Put-in-Place” (“U.S. Census Bureau”).

While we believe the data from these sources to be accurate and complete, we have not independently verified data from these sources or obtained third party verification of market share data and do not guarantee the accuracy or completeness of this information. In addition, these sources may use different definitions of the relevant markets. Data regarding our industry is intended to provide general guidance, but is inherently imprecise. Market share data is subject to change and cannot always be verified with certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, customer preferences can and do change. As a result,

 

iv

Table of Contents

you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable. References herein to our being a leader in a market or product category refers to our belief that we have a leading market share position in each specified market, unless the context otherwise requires. In addition, the discussion herein regarding our various markets is based on how we define the markets for our products, which products may be either part of larger overall markets or markets that include other types of products and services.

The term “emerging markets” as used in this prospectus refers to those countries defined by the International Monetary Fund as “emerging and developing economies” for the purposes of their “World Economic Outlook Database, October 2010.”

WHERE YOU CAN OBTAIN MORE INFORMATION

We have filed with the SEC a registration statement on Form F-4 under the Securities Act with respect to the exchange notes being offered in this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and, where such contract or other document is an exhibit to the registration statement, each such statement is qualified by the provisions in such exhibit to which reference is hereby made.

We are not currently, and prior to the effectiveness under the Securities Act of this registration statement, are not expected to be, required to file reports with the SEC for the unregistered notes or to deliver an annual report to holders of the unregistered notes under the Exchange Act. However, we are subject to the disclosure obligations described in “Description of Senior Secured Second Lien Notes—Certain Covenants—Reports and Other Information.” Under these obligations, as long as the notes are outstanding, we will furnish you with certain annual and quarterly financial information and, for as long as the notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, we will furnish you, or any prospective purchaser of the exchange notes you designate, with the information required to be delivered by Rule 144A(d)(4) under the Securities Act when we receive a written request to do so from you. Written requests for the information should be addressed to Thomas C. Reeve, Executive Vice President and General Counsel – Tomkins Ltd., Pinafore Holdings B.V., Fred. Roeskestraat 123, 1076 EE, Amsterdam, The Netherlands.

As a result of the offering of the exchange notes, we will become subject to the informational requirements of the Exchange Act and, in accordance therewith, will file reports and other information with the SEC. The registration statement and other information can be inspected and copied at the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC’s home page on the Internet (http://www.sec.gov).

 

v

Table of Contents

SUMMARY

This summary highlights information included elsewhere in this prospectus. You should read the entire prospectus carefully, including the risks discussed in the “Risk Factors” section and the historical financial statements and the notes thereto before making an investment decision. This summary may not contain all of the information that may be important to you.

On July 27, 2010, the Independent Directors of Tomkins plc (“Tomkins”) and the Board of Directors of Pinafore Acquisitions Limited (now known as Tomkins Acquisitions Limited) (“Tomkins Acquisitions”) announced that they had reached an agreement on the terms of a recommended cash acquisition (the “Acquisition”) for the entire share capital of Tomkins, including the Tomkins shares underlying the Tomkins American Depositary Receipts and certain employee equity awards, implemented by way of a scheme of arrangement under Part 26 of the U.K.’s Companies Act 2006 (the “Scheme”). Tomkins Acquisitions was a newly incorporated company formed for the purpose of implementing the Acquisition at the direction of Onex Corporation (“Onex”) and Canada Pension Plan Investment Board (“CPPIB,” collectively the “Sponsors”). Tomkins, LLC and Tomkins, Inc. are indirect wholly owned subsidiaries of Tomkins Acquisitions. On August 31, 2010, the requisite majorities of Tomkins’ shareholders voted to approve the Acquisition. On September 21, 2010, the High Court of Justice in England and Wales (the “Court”) sanctioned the Scheme and a Court hearing to confirm the corresponding reduction in share capital of Tomkins plc occurred on September 23, 2010. The Court-issued orders pursuant to the Court hearings were registered and became effective on September 24, 2010.

When used in this prospectus, the terms “Tomkins,” the “Company,” “we,” “our” and “us,” except as otherwise indicated or as the context otherwise indicates, means Pinafore Holdings B.V. (“Holdings”) and its subsidiaries, including, Tomkins Acquisitions, Tomkins, LLC and Tomkins, Inc., after giving effect to the consummation of the Acquisition.

During the second quarter of 2011, management began actively seeking a buyer for the businesses that comprise our Sensors & Valves operating segment within Industrial & Automotive. This operating segment is now classified as a discontinued operation. Historical financial information presented in this prospectus has accordingly been re-presented to reflect this classification and, unless stated otherwise, all amounts presented in this summary relate to continuing operations only.

Furthermore, unless stated otherwise, all references to amounts for Fiscal 2010 presented in this summary are on a pro forma basis as described in “Unaudited Pro Forma Financial Information.”

Our Company

We are a diversified global engineering and manufacturing company with a portfolio of market-leading businesses. Our products are highly engineered and used in the industrial, automotive and construction end markets. We have a broad collection of premier brands that are among the most globally recognized in their respective end markets, and we estimate that approximately 80% of our sales for Fiscal 2010 were derived from businesses that we believe hold the number one position in the markets in which they operate. Approximately 40% of our Fiscal 2010 sales were generated from the global industrial replacement end market and automotive aftermarket, where we achieve higher margins. Our industrial replacement business provides us with exposure to a broad range of industrial end market segments that have an ongoing need for replacement parts, while the automotive aftermarket provides us with a stable source of revenue. The significant majority of our products, including those useful for the reduction of energy consumption and for safety improvement, are positioned in the premium end of their respective end markets, and as a result, allow for associated premium pricing. The prices of our products are low relative to the potential cost of their failure within the critical systems in which they are used, such as industrial machinery, automotive engines and heating, ventilating and air conditioning (“HVAC”) systems. We attribute our end market leadership positions to a combination of our brand strength, product quality and breadth and customer service and support. We are led by an experienced, proven management team that has successfully streamlined our portfolio to focus on our core businesses, and implemented wide-ranging, significant cost-saving restructuring initiatives.

Our revenue and earnings base is highly diversified by product, geography, end market and customer. We derive revenues from nearly every developed country across the globe and are well-positioned in most emerging markets with our industrial and automotive component products. In addition, our top ten customers represented only 22% of our Fiscal 2010 sales. We maintain long-standing customer relationships and have served our top 20 customers for an average of over 35 years, while some of our largest customer relationships span over 50 years. We also have developed strong relationships with industry-leading customers in emerging markets including Chery, Tata and Mahindra & Mahindra.

 

1

Table of Contents

Our product portfolio consists of tens of thousands of SKUs, and we believe it comprises the broadest range of power transmission belts, fluid power hoses and air distribution products in the end markets in which we operate. This breadth, combined with our brand reputation, product quality, superior field sales and service support, long-standing customer relationships and ability to deliver on short lead times, has allowed us to establish and maintain our leading market positions.

During Fiscal 2010, we generated sales of $4.5 billion, our pro forma Adjusted EBITDA was $671.0 million and our pro forma profit for the period was $29.3 million. Capital expenditure during Fiscal 2010 was $142.9 million. For a discussion of our pro forma Adjusted EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our Fiscal 2010 sales from continuing operations can be broken down as follows:

LOGO

Our Segments

Our business is divided into two business groups: Industrial & Automotive (“I&A”), which accounted for 78% of our Fiscal 2010 sales and Building Products (“BP”), which comprised the remaining 22% of our Fiscal 2010 sales. Our continuing I&A businesses include: (i) Gates—the leading global manufacturer of power transmission belts and related products, as well as hydraulic and industrial hose and couplings; (ii) Dexter—the leading North American manufacturer of axles used in utility, industrial and recreational trailers; and (iii) several other businesses. Our BP businesses collectively are the leading North American manufacturer of products used in the HVAC systems of commercial and residential buildings, including grilles, registers, diffusers (“GRDs”), terminal units, dampers, louvers and smoke vents, among other products. We also manufacture bathtubs and shower enclosures primarily used in residential applications.

The following table illustrates our business groups’ Fiscal 2010 sales, Fiscal 2010 Pro Forma Adjusted EBITDA and market position and estimated market share.

 

    

INDUSTRIAL & AUTOMOTIVE

78% OF SALES AND

86% OF PRO FORMA

ADJUSTED EBITDA

  

BUILDING PRODUCTS

22% OF SALES AND

14% OF PRO FORMA

ADJUSTED EBITDA

   

Power

Transmission

  

Fluid Power

  

Other I&A

  

Air Distribution

  

Bathware

SALES

$ IN MILLIONS

   2,136.7   784.5   548.8   862.9   118.8
% OF TOTAL   48%   18%   12%   19%   3%
KEY PRODUCTS  

• Accessory

  drive and

  synchronous

  belts

• Idler pulleys

  and tensioners

• Fuel efficient

  oil pumps

• Powder metal

  components

  

• Hydraulic

  hoses and

  couplings

• Transfer hoses

• Engine hoses

  and assemblies

• Hose service

  and management

  

• Axles

• Chassis

  components

• Standard and

  specialty hose

  clamps

• Aftermarket

  accessories

  

• GRDs

• Terminal units

• Dampers

• Louvers

• Smoke vents

• Chimney

  products

• Air filters

  

• Fiberglass

  bathtubs

• Acrylic bathtubs

• Shower

  enclosures

 

2

Table of Contents
    

INDUSTRIAL & AUTOMOTIVE

78% OF SALES AND

86% OF PRO FORMA

ADJUSTED EBITDA

  

BUILDING PRODUCTS

22% OF SALES AND

14% OF PRO FORMA

ADJUSTED EBITDA

   

Power
Transmission

  

Fluid Power

  

Other I&A

  

Air Distribution

  

Bathware

BRANDS /

BUSINESSES

   LOGO  

LOGO

 

LOGO

 

LOGO

LEADING

MARKET

POSITION

(MARKET

SHARE %)

  

• #1 in North America, Central

  America and South America

  industrial power transmission (35%)

• #1 in North America auto

  aftermarket power transmission

  and fluid power (30%)

• #1 in European auto aftermarket

  for synchronous belts (65%)

  and accessory drive belts (35%)

• U.S. fluid power (25%)

  

• Dexter #1 in U.S.

  industrial

  axles (50%)

• Ideal #1 in U.S.

  standard gear

  clamps (60%)

  

• ASC #1 in U.S.

  Commercial

  GRDs (50%)

• Ruskin #1 in U.S.

  dampers (30%)

• Hart & Cooley

  #1 in U.S. venting

  products (30%)

  

• #1 in U.S.

  fiberglass

  bathtubs (30%)

FISCAL 2010

SALES

BREAKDOWN

BY END

MARKET (1)

  

• Auto AM: 34%

• Auto OEM:41%

• Ind. Rep: 15%

• Ind. OEM: 10%

  

• Auto AM: 20%

• Auto OEM: 0%

• Ind. Rep: 49%

• Ind. OEM: 31%

  

• Auto AM: 16%

• Auto OEM: 3%

• Ind. Rep: 17%

• Ind. OEM: 46%

• Mfr. Housing/

  Rec. Vehicles: 18%

  

• Non-Res.: 74%

• Res.: 26%

  

• Res.: 96%

• Mfr. Housing: 4%

SELECT

CUSTOMERS

  

• GM

• Genuine Parts

  (NAPA &

  Motion

  Industries)

• Ford

• Renault Nissan

• O’Reilly

• SKF Autoparts

• ADI

• CARQUEST

  

• Genuine Parts

  (NAPA &

  Motion

  Industries)

• John Deere

• JCB

• O’Reilly

• Bobcat

• CARQUEST

• CNH Global

• Caterpillar

  

• Redneck Trailer

  Supplies

• Jayco

• Forest River

• Thor Industries

• Nuera

• Home Depot

• Textrail

• Repco

• Fernco

  

• York Intl

• Lennox

• Tom Barrow

• Home Depot

• Norman S.

  Wright

• Carrier Group

• Trane Co

• Watsco

• Ferguson

  

• Home Depot

• Ferguson

• Hajoca

• WinWholesale

• Morrison

 

(1) “Auto AM”=Auto Aftermarket, “Auto OEM”=Auto Original Equipment Manufacturers, “Ind. Rep”=Industrial Replacement, “Ind. OEM”=Industrial Original Equipment Manufacturers, “Mfr. Housing” = Manufactured Housing (i.e., trailer homes), “Rec. Vehicles”=Recreational Vehicles (i.e., motorhomes), “Non-Res.”=Non-Residential Construction, “Res.”=Residential Construction.

Industrial & Automotive

Power Transmission. We are the world’s largest manufacturer of power transmission belts used in industrial equipment and automotive applications. Our Power Transmission products are sold under the Gates brand and include highly-engineered rubber and polyurethane accessory drives and synchronous belts, idler pulleys and tensioners. We are globally integrated with operations in 21 countries and maintain research, development and engineering capabilities worldwide. The largest component of our Power Transmission sales is to leading distributors for use in the industrial replacement end market and automotive aftermarket, which are higher margin businesses. The industrial replacement end market covers a broad range of industries, which have an ongoing need for replacement parts. The automotive aftermarket provides us with a stable source of revenue. We supply aftermarket belts and related components for substantially all light vehicles in North America and Europe. We also sell Power Transmission products directly to industrial and automotive original equipment manufacturers (“OEMs”). For Fiscal 2010, 63% of Power Transmission’s automotive OEM sales were to customers located outside of North America, primarily in continental Europe and Asia, including Renault, PSA/Peugeot, Mercedes, Hyundai and Chery. The end market segments for our industrial products are broad and primarily cover applications such as general industrial, agricultural equipment and motorcycles. We also have a nascent presence in elevators, white goods and wind turbines. The industrial replacement end market and automotive aftermarket collectively represented 49% of Power Transmission’s Fiscal 2010 sales, while 41% of Fiscal 2010 sales were to the automotive OEM end market. The remaining 10% of Fiscal 2010 sales were generated from the industrial OEM end market. On August 2, 2011, we finalized the sale of our Stackpole business, which specializes in powder metal and engineered powertrain components. Stackpole is included in the Power Transmission operating segment and operates predominantly in North America and Europe, generating annual sales of approximately $290 million. The business was sold to an affiliated investment fund of the Sterling Group, a Houston based private equity investment firm, for a cash consideration of $285 million.

 

3

Table of Contents

Fluid Power. We are a leading manufacturer of hydraulic hoses, couplings and transfer hoses used in industrial applications and in the automotive aftermarket. Our hydraulic hoses and couplings are used in technically demanding operations and must be able to withstand extreme operating conditions. Our Fluid Power products are sold under the Gates brand and are used in a variety of end market segments, such as general industrial, construction, agriculture, oil and gas, mining and energy. We have continued to broaden our Fluid Power platform by providing hydraulic service offerings (e.g., tracking, monitoring and replacement, as well as hydraulic flushing services) to the oil and gas, marine and mining end market segments. Fluid Power has a global footprint across 13 countries and serves customers worldwide such as Motion Industries, John Deere, JCB, Bobcat and Caterpillar. The industrial replacement end market accounted for 49% of Fluid Power’s Fiscal 2010 sales, while 31% of Fiscal 2010 sales were to the industrial OEM end market and 20% of Fiscal 2010 sales were to the automotive aftermarket.

Other I&A. Other I&A is comprised of three businesses, Dexter, Ideal and Plews. Dexter accounts for more than half of Other I&A’s sales. Dexter is the leading manufacturer of axle components for the utility, industrial trailer and recreational vehicle end market segments in the United States. Dexter sells products directly to OEMs and through national distributors. Ideal is the leading manufacturer of gear clamps primarily for the automotive aftermarket and sells principally in the United States, Mexico and China under a variety of brands. Plews, a wholly-owned manufacturer of automotive lubrication products and repair tools, was sold on April 20, 2011 to a consortium of investors in the US led by the private equity firm, Eigen Capital LLC. In Fiscal 2010, Plews’ sales were approximately $70 million. The cash consideration of $25 million received on the disposal approximated to the carrying amount of the net assets sold.

Building Products

Air Distribution. We believe we are the leading North American manufacturer of products that are used to distribute, recycle and vent air, and which are critical components of HVAC systems within non-residential and residential buildings. We design and manufacture a broad range of products, including, among others, GRDs, terminal units, fire and smoke dampers, louvers and fans for customers throughout North America. Our products are marketed under many established and well-known brand names including, Titus, Krueger, Ruskin and Hart & Cooley. We believe that we are the only nationwide U.S. provider of air distribution products across many of the primary categories in which we compete and we have an extensive multi-channel distribution network across the country. The majority of our products are sold through manufacturers’ representatives and building products wholesalers. The balance of our products are sold directly to HVAC OEMs, such as Carrier Group, York International and Lennox, as well as to home centers, specialty retailers and national accounts. We maintain a competitive advantage in this business by offering the broadest range of products, providing industry-leading customer service and delivering customized products on short lead times. We believe our portfolio of brands is recognized as representing the highest quality products, and building architects and engineers often specify them by name in building designs. The non-residential construction end market represented 74% of Air Distribution’s Fiscal 2010 sales, while 26% of Fiscal 2010 sales were to the residential construction end market. Within Air Distribution, 75% of Fiscal 2010 sales were into the new construction end market segment, while 25% of Fiscal 2010 sales were into the repair and refurbishment (“R&R”) end market segment, which includes all sales to home centers such as Home Depot and Lowes.

Bathware. We are a leading manufacturer of bathtubs and shower enclosures in the United States, accounting for approximately 30% of all fiberglass bathtubs sold in 2009. Our products are sold under the Aquatic brand name primarily through building products wholesalers, home center retailers and specialty distributors. Aquatic operates manufacturing plants and distribution warehouses across the United States, providing national distribution capabilities. The residential end market accounted for 96% of Bathware’s Fiscal 2010 sales, while the remaining 4% of Bathware’s Fiscal 2010 sales comprised sales to the manufactured housing industry.

 

4

Table of Contents

Our End Markets

We operate a portfolio of global, market-leading businesses that manufacture and sell branded products for the industrial OEM and replacement, automotive OEM, automotive aftermarket, non-residential construction and residential construction end markets. Each end market has unique characteristics and drivers that contribute to our overall revenue diversification, stability and provide broad exposure to general economic growth. We expect that the cyclical nature of the industrial and automotive OEM end markets and the industrial aftermarket will benefit us to the extent there continues to be a recovery from recessionary lows. Additional end market demand characteristics that we believe we will continue to benefit from are: (i) the resilience, stability and higher-margin nature of the automotive aftermarket principally in North America and Europe and (ii) the continued secular growth in industrial and automotive OEM and replacement end markets in emerging markets globally. We also anticipate benefiting from the eventual recovery in the U.S. non-residential construction and residential construction end markets.

Industrial OEM & Replacement

We generated 34% of our Fiscal 2010 sales from the global industrial OEM and replacement end markets. Our Power Transmission and Fluid Power segments operating under the Gates brand accounted for 77% of our Fiscal 2010 sales to the industrial OEM and replacement end markets. Our industrial belts are used in manufacturing equipment, commercial vehicles, agricultural and construction equipment as well as a broad range of consumer and industrial products and applications. Our industrial fluid power products are used within hydraulic systems, for example, on construction equipment and to transfer and convey fluids, as well as food, water, steam, oil, chemicals, gas and air and serve the general industrial, construction, agriculture, oil and gas, marine and mining industries.

We believe the demand for our products in the industrial OEM and replacement end markets will continue to be driven by (i) the level of industrial production and capacity utilization, both of which still remain below long-term averages in North America and Europe, (ii) the level of durable goods orders and operating expenditures related to consumable items used in industrial production, (iii) the level of construction activity which drives demand for construction equipment that utilize our products, (iv) the level of global commodity prices that impact demand and utilization of equipment in a number of our end market segments including agriculture and oil and gas and (v) continued emerging market growth and infrastructure build.

Automotive OEM

We generated 20% of our Fiscal 2010 sales from supplying the global automotive OEM end market. Our Power Transmission segment operating under the Gates brand accounted for 98% of our Fiscal 2010 sales for this end market. The demand in this end market is directly related to global vehicle production. According to IHS/CSM, from 2000 through 2010, annual light vehicle production averaged 14.6 million units in North America and 19.5 million units in Europe. Current automotive industry conditions in North America and Europe have demonstrated early signs of recovery, though are still significantly below long-run averages. In 2010, North American production recovered to 11.9 million units from 8.6 million units the year before. In Europe, production increased by 13%, rising from 16.3 million units in 2009 to 18.5 million units in 2010. Approximately 11% of our automotive OEM sales are derived from the Chinese market where production grew at an annualized growth rate of 24% between 2004 and 2010. IHS/CSM forecasts 2011 to 2015 annualized light vehicle production growth of 6% globally, with 6% in North America, 3% in Europe and 11% in China. Evolving consumer preferences and recent regulations have made fuel economy and safety systems a growth area for automotive OEM suppliers, which we believe will benefit our business. Many of the products that we sell to the automotive OEM end market have been shown to improve safety and fuel economy, which positions us well to benefit from the trend toward safer, more fuel-efficient vehicles.

We believe the demand for our products in the automotive OEM end market will continue to be driven by (i) the level of global vehicle production, (ii) our ability to secure positions on new vehicle platforms relative to our competitors and (iii) evolving regulatory requirements related to fuel economy and safety.

 

5

Table of Contents

Automotive Aftermarket

We generated 22% of our Fiscal 2010 sales from the automotive aftermarket primarily through our Gates products. Though the automotive aftermarket is influenced by fuel prices and consumer confidence, it is typically resilient during economic downturns. This resilience is a result of the stable underlying demand for replacement products, which is more influenced by non-discretionary maintenance and repair needs than it is by economic factors. For example, according to IHS/CSM, U.S. light vehicle production fell 34% in 2009 compared with the prior year, whereas, according to AAIA, aggregate U.S. automotive aftermarket sales declined only 2% during 2009 compared with the prior year. The U.S. light vehicle aftermarket represented $207 billion in aggregate sales in 2009 and is expected to reach over $230 billion by 2012, a compound annual growth rate (“CAGR”) of 4%, according to AAIA estimates. Global vehicle production is also an aftermarket revenue growth driver as it adds to the aggregate global vehicle population. JD Power estimates that the world’s total vehicle population in 2009 was 1.0 billion and expects it to grow at a CAGR of 3% from 2009 through 2015. In particular, JD Power expects that total vehicle population in emerging markets will continue to grow significantly during that period, with CAGRs of 14% in China and 10% in India, which should aid the development of the still nascent automotive aftermarket in those countries.

We believe that the demand for our products in the automotive aftermarket will continue to be driven by: (i) the size of the global vehicle population, which increases by the level of annual new vehicle production less the annual scrap rate, (ii) the average age of the global vehicle population as older vehicles typically require greater maintenance and repair and (iii) annual miles driven which correlates to the rate of vehicle wear and consequently demand for aftermarket products.

Non-Residential Construction

We generated 14% of our Fiscal 2010 sales from the non-residential construction end market, primarily from our Air Distribution segment. U.S. non-residential construction activity has been in decline since 2008, and, according to Dodge, in 2010, U.S. non-residential construction starts totaled 635 million square feet as compared with an average of 1.2 billion square feet over the 2006 to 2010 time period. McGraw-Hill is forecasting that the market will continue to stabilize in 2011 followed by more rapid growth in 2012 and 2013. Approximately 25% of our Building Products business group’s Fiscal 2010 sales were derived from R&R activities within our Air Distribution segment. We believe this will be a growth area given the increasing global drive to reduce energy consumption in buildings, which many of our products achieve. Globally, buildings use approximately one-third of the world’s energy, 25% of which is attributable to buildings’ air distribution systems. Our energy efficient air distribution products can help reduce energy consumption in this area.

We believe that demand in the non-residential construction end market, which is inherently local in nature, will be driven by underlying dynamics including: (i) local office vacancy rates, which are tied to employment levels, (ii) the availability of financing for new construction projects, (iii) public and private spending on healthcare, education and other social services and (iv) trends in the development of new urban areas and the re-development of existing urban areas.

Residential Construction

We generated 8% of our Fiscal 2010 sales from the residential construction end market, including the R&R end market segment. The U.S. residential construction end market has been weak throughout 2010 and early 2011, with seasonally adjusted annualized housing starts standing at 549,000 at the end of March 2011, compared with the total housing starts in 2010 of 587,000 units and the historical average housing start rate between 1980 and 2010 of 1.4 million units (as measured by the U.S. Census Bureau Housing Starts). According to the NAHB, housing starts are expected to recover to approximately 730,000 units by 2012 as long-term demographic factors and an expected economic recovery lead to absorption of the current excess housing supply. However, despite signs of recent stabilization and the long-term positive outlook for new residential construction, recent housing starts data suggests that near-term demand will continue to be restrained. According to the U.S. Census Bureau, R&R spending has declined 23% since 2006, and we expect it to resume growth as consumer confidence and unemployment improve.

We believe that demand in the new residential construction end market segment will continue to be driven by: (i) consumer confidence and employment levels, (ii) availability of financing along with interest rate stability, (iii) on-going population growth and relocation trends and (iv) the level of existing home sales which impacts housing inventory levels as well as the level of R&R activity.

 

6

Table of Contents

Our Competitive Strengths

Industry Leading Businesses with Premier Brands. We believe that we hold the number one market position in businesses that comprise approximately 80% of our Fiscal 2010 sales. We believe we have achieved this leadership position by offering high quality products, industry-leading product portfolios that typically consist of tens of thousands of SKUs and superior customer service and field sales support, all of which drive brand loyalty and secure our long-standing brand reputations and customer relationships. The strength of our brands has been highlighted by our demonstrated ability to pass through or adjust prices for changes in input costs, and in certain markets to charge a premium price relative to our competitors. Our principal brands include the following:

 

  •  

Gates is the world’s largest manufacturer of power transmission belts and a leader in hydraulic and industrial hoses and couplings. The Gates brand has existed since 1917 and is globally synonymous with premium quality, reliability and customer service. Gates has approximately a 30% share of the overall automotive aftermarket for power transmission and fluid power products in North America. In its target market, which is the “do-it-for-me” traditional and retail, light vehicle automotive aftermarket in North America, Gates has a 40% share. In Europe, we estimate that Gates has approximately a 65% share of the synchronous belt market and approximately a 35% share of the accessory drive belt market.

 

  •  

ASC, Ruskin and Hart & Cooley are three of the leading manufacturers of air distribution products in North America. Each of our primary Air Distribution brands maintains a share in excess of 30% of their respective product categories, and ASC, through several brands, has a share in excess of 50% of the market for commercial GRDs in the United States.

 

  •  

Dexter is North America’s leading manufacturer of axles used in specialty utility, industrial and recreational trailers, which are typically made-to-order, with a U.S. market share in excess of 50% for those products.

 

  •  

Ideal is the leading gear clamp manufacturer with a market share in the United States of approximately 60%.

 

  •  

Aquatic is the leading producer of value-oriented fiberglass bathtubs, accounting for approximately 30% of all fiberglass bathtubs sold in 2009 in the United States.

Diversified Revenue and Earnings Base. We benefit from serving a diverse group of end markets and customers across the globe. This diversity helps mitigate the impact of any individual decline in any one end market during a given year. Approximately 40% of our Fiscal 2010 sales were generated from the global industrial replacement end market and automotive aftermarket, where we achieve higher margins. Our industrial replacement business provides us with exposure to a broad range of industrial end market segments that have an ongoing need for replacement parts. Our customer base consists of many of the world’s leading companies in their respective end markets, and it is broad and distinct across our segments, with no single customer representing more than 7% of our Fiscal 2010 sales. We generate revenue in most developed countries across the globe, and our emerging market presence has grown rapidly to now represent approximately 23% of our Fiscal 2010 I&A sales.

Broad Product Offering of Highly Engineered and Critical Components. Our broad product portfolio consists of tens of thousands of SKUs, which allows us to provide our customers with a comprehensive range of products. Most of our products are highly engineered components that perform critical functions within larger and more expensive systems, including industrial machinery, automotive engines and commercial HVAC applications.

 

7

Table of Contents

The prices of our products are low relative to the potential cost of their failure within the critical systems in which they are used. Our engineering and new product development capabilities have contributed to our reputation as an innovator, solidifying our leadership position across our product categories. Additionally, our extensive product portfolio, strong brand reputation, intellectual property, knowledge and expertise applied across our broad range of SKUs, make us a valued partner to our customers and increases their reluctance to switch suppliers. Working with our customers to design and develop solutions tailored to their individual specifications is a valuable service that we provide, which further decreases their propensity to switch suppliers.

Long-Standing Customer and Distributor Relationships. We have cultivated long-standing customer relationships due to our strong brand reputation, consistent ability to meet product availability requirements, superior customer service and best-in-class quality. Some of our relationships with our largest customers span over 50 years. Our relationships with our top 20 customers have existed for more than 35 years on average. We believe we have cultivated relationships with an estimated 75% of the U.S. and European wholesale distributors to the automotive aftermarket, and are a key supplier to three of the largest North American distributors and retailers, NAPA, O’Reilly Auto Parts (both more than 50 years) and CARQUEST (approximately 45 years). In Europe, we have long-standing customer relationships with the leading automotive aftermarket distributors in each of Germany, France and the U.K. We maintain relationships with the largest global industrial replacement distributors, including Motion Industries (approximately 45 years) and Kaman (approximately 40 years). We have also cultivated exclusive relationships with over 100 leading distributors in the North American non-residential and residential construction end markets and maintain thousands of relationships for broad market coverage. Our extensive distribution network, comprehensive product portfolio and made-to-order components make it difficult for smaller domestic and emerging market competitors to penetrate our end markets.

Low-Cost Manufacturing and Global Engineering Footprint. Many of our manufacturing facilities are located in low-cost, emerging markets, including China, Mexico, Brazil, India, Eastern Europe and Turkey. We have substantially rebased our manufacturing footprint towards lower cost, higher growth regions, as we have opened, among other things, three new facilities in China, India and Turkey, while closing approximately 30% of our North American and European facilities in 2008 and 2009. As a result, we are positioned to realize continued margin growth as our end markets recover. We have already realized some of this margin expansion with the ongoing Adjusted EBITDA margin increasing 540 basis points (“bps”) between the first half of 2009 and Fiscal 2010. Continued international expansion allows us to conduct our engineering and manufacturing activities close to our customers across the globe, as well as to develop new relationships and to benefit from the higher growth rates in emerging markets.

Strong Margins and Free Cash Flow Generation. Our operating model generates strong profit margins and stable cash flows. In Fiscal 2010 we achieved an ongoing Adjusted EBITDA margin of 15.1%, compared with 11.4% in Fiscal 2009 and 11.8% in Fiscal 2008. We achieved this improvement in part through our two broad plant rationalization programs that were largely completed in 2008 and 2009, which we refer to as projects Eagle and Cheetah. Under these initiatives we closed more than 30 loss-making, redundant and underperforming facilities in North America and Western Europe and exited low-margin and unprofitable automotive OEM businesses, which were capital intensive, as well as unprofitable Building Products businesses. After significant investments in lower cost regions, we currently have relatively lower capital expenditure requirements than we did in the past, which we expect to continue even if the end market recovery accelerates.

Experienced and Proven Management Team. We are led by an experienced management team that implemented a successful and significant restructuring program and reshaped our business portfolio through an extensive divestiture and rationalization program. Our management team is led by Jim Nicol who joined Tomkins in 2002 as CEO. Under his leadership, we have:

 

  •  

Executed projects Eagle and Cheetah, which we estimate will generate approximately $150 million in annual savings from 2011 onwards.

 

  •  

Divested or closed 26 non-core lower margin and commodity businesses to focus on higher margin, less capital intensive businesses.

 

8

Table of Contents
  •  

Established a portfolio of industry-leading industrial, automotive and building product businesses.

 

  •  

Improved the ongoing Adjusted EBITDA margin by 330 bps in Fiscal 2010 compared with Fiscal 2008, despite sales being approximately 10% below the pre-restructuring levels of Fiscal 2007.

 

  •  

Embedded a culture of pay for performance throughout our organization.

Our Business Strategy

Leverage the Gates Brand. We will continue to leverage our Gates brand and footprint, which we believe is globally recognized by our customers as the highest quality power transmission belt brand and a leader in the fluid power market. We aim to enhance Gates’ strong reputation for superior quality, reliability and customer service by growing our service and distribution capabilities in the global industrial OEM and replacement end market and automotive aftermarket. We will also continue to invest in: (i) product development, such as our polyaramid-reinforced belts for motorcycles, carbon cord polychain belts, molded fabric belts used in high torque engines, belt boxes within wind turbines, ocean wave power generation systems and oil and gas applications and (ii) service capabilities, such as installing, monitoring, refurbishing and advising on system design for hydraulic applications in the oil and gas, marine and mining end market segments.

Utilize Global Presence and Brand Strength to Further Penetrate Emerging Markets. We continue to expand our market share in emerging markets such as China, Brazil, India and Eastern Europe, and our sales to emerging markets have grown from approximately 10% of I&A sales in 2004 to approximately 23% in Fiscal 2010. Gates has established and maintained a sales and manufacturing presence in both China and India since 1995. We have authorized distributors in almost all of China’s provinces, that have a total of over 130 retail stores across the country. We have recently completed new facilities to serve these markets, including our Fluid Power plant in Changzhou, China, which became operational in early 2010 and is the largest fluid power facility in our portfolio. We have also expanded our operations in India, Eastern Europe and Turkey, where we believe the recent high growth of light vehicle sales and industrial activity are expected to continue in the future. The automotive aftermarket opportunity in many of these emerging markets remains in its early stages as the average age of vehicles in these markets is currently lower than the age range that generates the most aftermarket activity, which is approximately five to ten years. Additionally, industrial activity is expected to increase with economic growth, which drives the industrial OEM and replacement end markets. We believe that exposure to these geographies will continue to drive our growth as automotive production increases, the aftermarket develops and general infrastructure and economic growth continues to expand at attractive rates.

Capitalize on Demand for Energy Efficient Products. We believe that we were among the first manufacturers to identify the growing environmentally-focused product trends in our industries and end markets. We continue to engineer products to enhance their energy and fuel efficiency. Such products include synchronous timing belts for micro-hybrid systems and variable vane oil pumps in our I&A businesses and energy recovery ventilators in our BP business. Demand for the advanced technology content integrated into these products continues to grow. In addition, a number of new regulatory guidelines in North America have emerged to promote energy efficient products in new non-residential and residential construction.

Further Enhance Margins and Free Cash Flow Generation. We will continue to develop product offerings across our businesses that contain proprietary technology and leverage our strong brands resulting in an ability to offer premium products and generate attractive margins. In response to a difficult economic climate, we have also reduced our fixed cost base. In 2008 and 2009, we substantially completed all of our comprehensive restructuring initiatives (projects Eagle and Cheetah), closing over 30 facilities and reducing headcount under these initiatives by 7,800. We anticipate reaching the full run-rate savings of $150 million during 2011. Our continual performance improvement initiatives within our plants is expected to enhance our margins further. We also believe our available manufacturing capacity and existing geographical plant footprint is sufficient to support significant increases in volume, which will result in positive operating leverage as the economy recovers. Additionally, many of our more capital-intensive operations, including several of our low-margin, more commodity-oriented automotive OEM businesses, have been divested over the past few years as part of a full-scale management initiative to focus on higher margin, lower capital intensity businesses.

 

9

Table of Contents

Target Opportunities for Which There is a Significant Replacement Market. We will continue to develop our technology to manufacture market-leading products and then follow with aftermarket sales and support using such technology. This strategy has been successful across the Gates brand where products were customized for use in systems designed by OEMs then sold directly to the aftermarket to satisfy replacement needs. R&R activities, which are becoming a growing revenue driver in our BP business group, accounted for 25% of Air Distribution’s Fiscal 2010 sales.

Capitalize on Eventual Cyclical End Market Recovery. Although all of our end markets were impacted by the recent global economic recession to varying degrees, we believe many of our end markets have troughed and are experiencing varying degrees of recovery, with ongoing sales up 16% in Fiscal 2010 over Fiscal 2009, driven by increased demand throughout our global industrial and automotive end markets, as well as some amount of inventory re-stocking at our customers.

Continue to Evaluate Strategic Opportunities. We will continue to evaluate our portfolio on a strategic basis and seek to expand our presence in emerging markets. We may also consider divesting non-core businesses that may be less strategic in order to accelerate the deleveraging of our balance sheet.

Our Equity Sponsors

Onex Corporation

Onex is one of North America’s oldest and most successful investment firms committed to acquiring and building high-quality businesses in partnership with talented management teams. It was founded in 1984, is listed on the Toronto Stock Exchange and operates out of offices in Toronto and New York. Onex manages investment platforms focused on private equity, real estate and credit securities. In total, Onex manages approximately $15 billion, which includes both third-party and proprietary capital. Onex’ businesses generate annual revenues of $35 billion, have assets of $40 billion and employ more than 212,000 people worldwide.

Over Onex’ history, it has had extensive experience investing in industrial, automotive and building products businesses. Onex’ recent investments in these sectors include Allison Transmission, TMS International, RSI Home Products and Spirit Aerosystems.

Canada Pension Plan Investment Board

CPPIB is a professional investment management organization that invests the funds not needed by the Canada Pension Plan to pay current benefits on behalf of 17 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPPIB assets, CPPIB invests in public equities, private equities, real estate, inflation-linked bonds, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, CPPIB is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At March 31, 2011, the assets of the Canada Pension Plan Fund totaled C$148 billion, of which C$32 billion was invested in private investments.

The Transactions

On July 27, 2010, Tomkins Acquisitions and the independent directors of Tomkins announced that they had agreed to the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Tomkins, including the shares underlying the ADRs, by Tomkins Acquisitions for approximately £2.89 billion, to be implemented by way of the Scheme. The Scheme became effective on September 24, 2010. In connection with the Acquisition the following transactions occurred:

 

  •  

the Sponsors capitalized Tomkins Acquisitions (through its parent companies) with an aggregate equity contribution of approximately $2.1 billion;

 

10

Table of Contents
  •  

we drew down on the term loan portion of our senior secured credit facilities consisting of (i) a senior secured Term Loan A facility of $300.0 million; (ii) a senior secured Term Loan B facility of $1,700.0 million and (iii) a senior secured revolving credit facility of $300.0 million (no amounts were initially drawn) (collectively, our “senior secured credit facilities”);

 

  •  

we received the net proceeds from the sale of the initial notes;

 

  •  

we commenced a tender offer for Tomkins’ 8% medium term notes due 2011 (the “2011 Notes”) and Tomkins Finance plc’s 6.125% medium term notes due 2015 (the “2015 Notes” and together with the 2011 Notes, the “medium term notes”);

 

  •  

on the effective date of the Scheme, each ordinary share in the capital of Tomkins held by shareholders of Tomkins (except those shares held by shareholders of Tomkins who validly elected to receive loan notes in respect of some or all of their shares) were automatically cancelled and shareholders received 325 pence for each ordinary share held prior to cancellation, and upon cancellation of such shares, ordinary shares of $0.09 each in the capital of Tomkins (which have an aggregate nominal value equal to the aggregate nominal value of the cancelled shares) were issued to Tomkins Acquisitions; and

 

  •  

those shares held by shareholders of Tomkins who validly elected to receive loan notes in respect of some or all of their shares were transferred to Tomkins Acquisitions, and such shareholders received loan notes with a nominal value of £1.00 per loan note on the basis of £1.00 worth of loan notes for every £1.00 of cash consideration that would otherwise be payable to such shareholder.

We refer to the Scheme, the Acquisition, the equity contribution, the borrowings under our senior secured credit facilities, the initial notes, the tender for the medium term notes and the other transactions described above as the “Transactions.” Subsequent to the completion of the Transactions, on November 19, 2010, we informed the medium term noteholders that a ratings downgrade had occurred, and certain holders of the medium term notes put their medium term notes to us. On December 30, 2010, we made a further offer to purchase the outstanding 2011 Notes at a price of 105.00% (plus accrued and unpaid interest). Acceptances were received in respect of £4.9 million of the 2011 Notes. Settlement took place on January 19, 2011. On February 11, 2011, we agreed with the providers of the senior secured credit facilities to a re-pricing of Term Loan A and term loan B and amendments to certain of the covenants and other provisions of the senior secured credit facilities. The re-pricing became effective on February 17, 2011 and attracted a one-off premium payment by us of $16.8 million.

Ownership and Corporate Structure

Our simplified corporate structure following the Transactions is shown below. Except for entities in certain jurisdictions of organization, the entities inside the dotted box represent the Guarantors of the notes and the senior secured credit facilities. In addition, Pinafore Coöperatief (“Top Co-op”) and the entities represented by Gates Non-U.S. Subsidiaries are non-guarantors. The non-guarantor subsidiaries and any future non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes, or to make any funds available therefore, whether by dividends, loans, distribution or other payments. The non-guarantor subsidiaries accounted for the following proportion of our ongoing operations: (i) 43% of pro forma sales in Fiscal 2010 and of sales in 6M 2011; (ii) 49% of pro forma Adjusted EBITDA in Fiscal 2010 and 51% of Adjusted EBITDA in 6M 2011; (iii) 45% of total assets at the end of Fiscal 2010 and at the end of 6M 2011; and (iv) 14% of total liabilities at the end of Fiscal 2010 and at the end of 6M 2011. Both (i) and (ii) are calculated excluding corporate center entities. See “Description of Senior Secured Second Lien Notes—Note Guarantees.”

 

11

Table of Contents

LOGO

Company Information

Tomkins was formed in London in 1925 under the name F. H. Tomkins Buckle Company Limited. On February 25, 1988, we changed our name to Tomkins plc and on September 24, 2010, Tomkins plc was converted into a private limited company, Tomkins Limited. Pinafore, LLC was formed as a Delaware limited liability company and Pinafore, Inc. was organized as a Delaware corporation for purposes of undertaking the offering of initial notes as co-issuers. On December 8, 2010, Pinafore, LLC and Pinafore, Inc. changed their names to Tomkins, LLC and Tomkins Inc., respectively. Pinafore Holdings B.V. is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands. registered offices are located at Fred. Roeskestraat 123, 1076 EE, Amsterdam, The Netherlands. Our telephone number at this address is +31.20577.1177. Our website is www.tomkins.co.uk. Information on, or accessible through, our website is not part of this prospectus, nor is such content incorporated by reference herein.

 

12

Table of Contents

THE EXCHANGE OFFER

The following summary contains basic information about the exchange offer and the exchange notes. It does not contain all the information that may be important to you. For a more complete understanding of the exchange notes, please refer to the sections of this prospectus entitled “The Exchange Offer” and “Description of Senior Secured Second Lien Notes.”

On September 29, 2010, the issuers issued an aggregate of $1,150,000,000 million principal amount of 9% Senior Secured Second Lien Notes due October 1, 2018 (the “initial notes”) to a group of initial purchasers in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. As part of the offering, we entered into a registration rights agreement with the initial purchasers of the initial notes in which we agreed, among other things, to deliver this prospectus and to complete an exchange offer for such initial notes. Below is a summary of the exchange offer.

 

The Exchange Offer    Tomkins, LLC and Tomkins, Inc. (together, the “issuers”) are offering to exchange up to $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018, which have been registered under the Securities Act (the “exchange notes”), for any and all outstanding initial notes. The term “notes” refers to both the initial notes and the exchange notes.
  

To exchange your initial notes, you must properly tender them, and the issuers must accept them. You may tender outstanding initial notes only in denominations of the principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The issuers will exchange all initial notes that you validly tender and do not validly withdraw prior to the withdrawal of the exchange offer. The issuers will issue registered exchange notes promptly after the expiration of the exchange offer.

 

The form and terms of the exchange notes will be substantially identical to those of the initial notes except that the exchange notes will have been registered under the Securities Act. Therefore, the exchange notes will not be subject to certain contractual transfer restrictions, registration rights and certain additional interest provisions applicable to the initial notes prior to consummation of the exchange offer.

 

Upon completion of the exchange offer, there may not be a market for the initial notes and you may have difficulty selling them.

Resale of Exchange notes    We believe that, if you are not a broker-dealer, you may offer exchange notes (together with the guarantees thereof) for resale, resell and otherwise transfer the exchange notes (and the related guarantees) without complying with the registration and prospectus delivery requirements of the Securities Act if you:
      •    acquired the exchange notes in the ordinary course of business;
      •    are not engaged in, do not intend to engage in and have no arrangement or understanding with any person to participate in a “distribution” (as defined under the Securities Act) of the exchange notes; and
      •    are not an “affiliate” (as defined under Rule 405 of the Securities Act) of the issuers or any guarantor.

 

13

Table of Contents
   If any of these conditions are not satisfied, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.
Broker-Dealers    Each broker-dealer that receives exchange notes for its own account in exchange for initial notes, where the initial notes were acquired by it as a result of market-making activities or other trading activities, may be deemed to be an “underwriter” within the meaning of the Securities Act and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. However, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”
Expiration Date    The exchange offer will expire at 5:00 p.m., New York City time, on                 , 2011, unless we extend it.
Withdrawal    You may withdraw your tender of initial notes under the exchange offer at any time prior to the expiration date of the exchange offer. We will return to you any of your initial notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offer. Any withdrawal must be in accordance with the procedures described in “The Exchange Offer—Withdrawal Rights.”
Conditions to the Exchange Offer    The exchange offer is subject to customary conditions which we may assert or waive. The exchange offer is not conditioned upon any minimum principal amount of initial notes being tendered for exchange. See “The Exchange Offer—Conditions to the Exchange Offer.”
Procedures for Tendering Initial Notes    Each holder of initial notes that wishes to tender initial notes for exchange notes pursuant to the exchange offer must, before the exchange offer expires, either:
      •    transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, including the initial notes, to the exchange agent; or
      •    if initial notes are tendered in accordance with book-entry procedures, arrange with The Depository Trust Company (“DTC”), to cause to be transmitted to the exchange agent an agent’s message indicating, among other things, the holder’s agreement to be bound by the letter of transmittal,
   or comply with the procedures described below under “— Guaranteed Delivery.”

 

14

Table of Contents
   A holder of initial notes that tenders initial notes in the exchange offer must represent, among other things, that:
      •    the holder is not an “affiliate” of the issuers or any guarantor as defined under Rule 405 of the Securities Act;
      •    the holder is acquiring the exchange notes in its ordinary course of business;
      •    the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the exchange notes within the meaning of the Securities Act;
      •    if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for initial notes that were acquired as a result of market-making or other trading activities, then the holder will deliver a prospectus in connection with any resale of the exchange notes; and
      •    the holder is not acting on behalf of any person who could not truthfully make the foregoing representations.
   Do not send letters of transmittal, certificates representing initial notes or other documents to us or DTC. Send these documents only to the exchange agent at the address given in this prospectus and in the letter of transmittal.
Special Procedures for Tenders by Beneficial Owners of Initial Notes    If:
      •    you beneficially own initial notes;
      •    those initial notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian; and
      •    you wish to tender your initial notes in the exchange offer,
   you should contact the registered holder as soon as possible and instruct it to tender the initial notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.
Guaranteed Delivery    If you hold initial notes in certificated form or if you own initial notes in the form of a book-entry interest in a global note deposited with the trustee, as custodian for DTC, and you wish to tender those initial notes but
      •    the certificates for your initial notes are not immediately available or all required documents are unlikely to reach the exchange agent before the exchange offer expires; or
      •    you cannot complete the procedure for book-entry transfer prior to the expiration date,

 

15

Table of Contents
   you may tender your initial notes in accordance with the procedures described in “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedures.”
Consequences of Not Exchanging Initial Notes    If you do not tender your initial notes or we reject your tender, your initial notes will remain outstanding and will continue to be subject to the provisions in the indenture regarding the transfer and exchange of the initial notes and the existing restrictions on transfer set forth in the legends on the initial notes. In general, the initial notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Holders of initial notes will not be entitled to any further registration rights under the registration rights agreement.
   You do not have any appraisal or dissenters’ rights in connection with the exchange offer.
   To the extent that initial notes are tendered and accepted in the exchange offer, the trading market for initial notes that remain outstanding after the exchange offer could be adversely affected.
Registration Rights Agreement    You are entitled to exchange your initial notes for exchange notes with substantially identical terms. This exchange offer satisfies this right. After the exchange offer is completed, you will no longer be entitled to any exchange or registration rights with respect to your initial notes.
Certain Tax Considerations    Your exchange of initial notes for exchange notes will not be treated as a taxable exchange for United States income tax purposes.
Use of Proceeds    We will not receive any cash proceeds from the exchange offer.
Acceptance of Initial Notes and Delivery of Exchange notes    Subject to the satisfaction or waiver of the conditions to the exchange offer, we will accept for exchange any and all initial notes properly tendered prior to the expiration of the exchange offer. We will complete the exchange offer and issue the exchange notes promptly after the expiration of the exchange offer.
Exchange Agent    Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB) is serving as exchange agent for the exchange offer. The address and the facsimile and telephone numbers of the exchange agent are provided in this prospectus under “The Exchange Offer—Exchange Agent” and in the letter of transmittal.

 

16

Table of Contents

THE EXCHANGE NOTES

The exchange offer applies to the $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018. The form and the terms of the exchange notes will be identical in all material respects to the form and the terms of the initial notes except that the exchange notes:

 

  •  

will have been registered under the Securities Act;

 

  •  

will not be subject to restrictions on transfer under the Securities Act; and

 

  •  

will not be entitled to the specified rights under the registration rights agreement, including the provisions providing for registration rights and the payment of additional interest in specified circumstances.

The exchange notes evidence the same debt as the initial notes exchanged for the exchange notes and will be entitled to the benefits of the same indenture under which the initial notes were issued, which are governed by New York law. See “Description of Senior Secured Second Lien Notes.”

 

Issuers    Tomkins, LLC and Tomkins, Inc.
Securities Offered    $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018.
Maturity Date    October 1, 2018
Interest    9% per annum
Interest Payment Dates    April 1 and October 1 of each year, commencing April 1, 2011
Guarantees   

The exchange notes will be fully and unconditionally guaranteed, jointly and severally, on a second priority senior secured basis by Holdings and certain of its subsidiaries (other than the issuers), subject to certain exceptions. See “Description of Senior Secured Second Lien Notes—Note Guarantees.”

 

The non-guarantor subsidiaries and any future non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the exchange notes, or to make any funds available therefor, whether by dividends, loans, distribution or other payments. The non-guarantor subsidiaries accounted for the following proportion of our ongoing operations: (i) 43% of pro forma sales in Fiscal 2010 and of sales in 6M 2011; (ii) 49% of pro forma Adjusted EBITDA in Fiscal 2010 and 51% of Adjusted EBITDA in 6M 2011; (iii) 45% of total assets at the end of Fiscal 2010 and at the end of 6M 2011; and (iv) 14% of total liabilities at the end of Fiscal 2010 and at the end of 6M 2011. Both (i) and (ii) are calculated excluding corporate center entities. In the event that Rule 3-10 of Regulation S-X under the Securities Act would require separate financial statements of any subsidiary that is a Guarantor to be filed with the SEC solely because such subsidiary’s guarantee is not a full and unconditional guarantee as reasonably determined by Holdings such guarantee will be automatically discharged and release. In the case of such discharge and release,

 

17

Table of Contents
   the exchange notes would no longer be guaranteed by such entity even though the guarantee by such entity of our senior secured credit facilities would continue.
Collateral   

The exchange notes will be secured by a second priority lien on substantially all of the assets of the issuers and Guarantors, subject to certain exceptions, permitted liens and the terms of the second lien intercreditor agreement described below.

 

The security supporting the exchange notes may be reduced in certain instances without a comparable reduction in the security supporting the senior secured credit facilities. You should read “Description of Senior Secured Second Lien Notes—Security for the Notes” for a more complete description of the security granted to the holders of the exchange notes.

Intercreditor Agreement    The liens securing the exchange notes are subordinated to those securing our senior secured credit facilities and subject to the terms of the second lien intercreditor agreement. The terms of such intercreditor agreement are set forth under “Description of Senior Secured Second Lien Notes—Security for the Notes.”
Optional Redemption   

On or after October 1, 2014, the issuers may redeem some or all of the exchange notes at any time at the redemption prices described in the section “Description of Senior Secured Second Lien Notes—Optional Redemption.” Prior to October 1, 2014, the issuers may redeem some or all of the exchange notes at a price equal to 100% of the principal amount of the exchange notes redeemed plus accrued and unpaid interest and additional interest, if any, to the redemption date plus the “applicable premium.”

 

Additionally, on or prior to October 1, 2013, the issuers may redeem (i) up to 35% of the aggregate principal amount of the exchange notes with the net proceeds of specified equity offerings at the redemption price specified in the “Description of Senior Secured Second Lien Notes—Optional Redemption” and (ii) no more than once in any twelve-month period, up to 10% of the original aggregate principal amount of the exchange notes at a price equal to 103% of the principal amount thereof, in each case, plus accrued and unpaid interest and additional interest, if any, to the redemption date.

Change of Control    If a change of control occurs, the issuers must give holders of the exchange notes an opportunity to sell to them their exchange notes at a purchase price in cash equal to 101% of the principal amount of such exchange notes, plus accrued and unpaid interest to the date of purchase. The term “Change of Control” is defined under “Description of Senior Secured Second Lien Notes—Change of Control.”
Ranking    The exchange notes and guarantees will constitute the issuers’ and the Guarantors’ senior secured debt. Subject to the contractual arrangements described above under “Collateral” and “Intercreditor Agreement,” they will rank:
   •    effectively senior in right of payment with all of the issuers’ and the Guarantors’ existing and future senior unsecured debt to the extent of the collateral securing the exchange notes;

 

18

Table of Contents
   •    senior to all of the issuers’ and the Guarantors’ existing and future subordinated debt;
   •    effectively subordinated to all of the issuers’ and the Guarantors’ first priority secured debt, including the borrowings under the issuers’ senior secured credit facilities, to the extent of the collateral securing such debt.
Restrictive Covenants    The indenture governing the exchange notes will contain covenants that limit the ability of the issuers and certain of their subsidiaries’ ability to:
   •    incur or guarantee additional indebtedness;
   •    issue qualified stock and preferred stock;
   •    pay dividends and make other restricted payments;
   •    create or incur certain liens;
   •    make certain investments;
   •    engage in sales of assets and subsidiary stock; and
   •    transfer all or substantially all of the issuers’ assets or enter into merger or consolidation transactions.
No Public Market    The exchange notes are new securities and there is currently no established trading market for the exchange notes. The initial purchasers have advised us that they presently intend to make a market in the exchange notes. However, you should be aware that they are not obligated to make a market in the exchange notes and may discontinue their market-making activities at any time without notice. As a result, a liquid market for the exchange notes may not be available if you try to sell your exchange notes. We do not intend to apply for a listing of the exchange notes on any securities exchange or any automated dealer quotation system.
Use of Proceeds    We will not receive any proceeds from the exchange offer. See “Use of Proceeds.”

 

19

Table of Contents

SUMMARY FINANCIAL DATA

The following table sets forth our summary historical financial information and summary unaudited pro forma financial information for the periods and dates indicated. The following information is only a summary and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Financial Information” and the consolidated audited financial statements of our business and notes thereto included elsewhere in this prospectus, as well as the other financial information included in this prospectus.

The summary historical balance sheet data as of December 31, 2010 and January 2, 2010, and the summary historical income statement and cash flow data for Q4 2010, 9M 2010, Fiscal 2009 and Fiscal 2008 have been prepared in accordance with IFRS and have been derived from the audited consolidated financial statements included elsewhere in this prospectus.

The summary historical balance sheet data as of July 2, 2011, and the summary historical income statement and cash flow data for 6M 2011 and 6M 2010 have been prepared in accordance with IFRS and have been derived from the unaudited condensed consolidated financial statements included elsewhere in this prospectus.

The summary unaudited pro forma financial information gives effect to the Events described in “Unaudited Pro Forma Financial Information” as if these events had occurred on January 3, 2010. The data is for information purposes only and does not purport to present what our results of operations would have been had the Events actually occurred on that date, nor does it project our results of operations for any future period. For information regarding the pro forma effects of the Events, see “Unaudited Pro Forma Financial Information.”

 

     Successor     Predecessor     Pro Forma     Successor     Predecessor  
     6M 2011     6M 2010     Fiscal     Q4 2010     9M 2010     Fiscal Year  
$ in millions        2010         2009     2008  

Selected income statement data:

                     

Continuing operations

                     

Sales

    $ 2,463.3     $ 2,225.7      $ 4,451.7      $ 1,181.3     $
 3,270.4
   
   $ 3,866.5      $ 5,094.9   

Cost of sales

      (1,690.0 )        (1,500.3 )        (3,066.3 )      (950.3 )      (2,223.8 )      (2,748.2 )      (3,702.4 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Gross profit

      773.3        725.4        1,385.4        231.0        1,046.6        1,118.3        1,392.5   

Distribution costs

      (263.5 )      (245.2 )      (499.1 )      (137.1 )      (362.0 )      (441.7 )      (556.7 ) 

Administrative expenses

      (345.0 )      (211.9 )      (635.2 )      (217.3 )      (327.3 )      (437.0 )      (470.0 ) 

Transaction costs

      (0.8 )      (2.7 )      (0.6 )      
 (78.2
 ) 
     (41.2 )      —          —     

Impairments

      —          —          —          —          —         
 (73.0
 ) 
     (341.3 ) 

Restructuring costs

      (18.2 )      (8.5 )      (13.7 )      (3.7 )     
 (10.0
 ) 
     (140.9 )      (25.8 ) 

Net gain on disposals and on the exit of businesses

      1.2        1.0        6.3        —          6.3        0.2        43.0   

Gain on amendment of post-employment benefits

      —          —          —          —          —          63.0        —     

Share of profit/(loss) of associates

      1.2        0.4        1.8        1.0        0.8        (0.7 )      (2.5 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Operating profit/(loss)

      148.2        258.5        244.9        (204.3 )      313.2        88.2        39.2   

Interest expense

      (171.3 )      (48.0 )      (360.9 )      (90.8 )      (71.4 )      (111.0 )      (133.6 ) 

Investment income

      36.1        32.0        66.7        18.7        48.0        67.0        87.6   

Other finance income/(expense)

      10.5        (2.5 )     
 25.3
   
     (27.1 )      (2.7 )      (0.3 )      (25.0 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net finance costs

      (124.7 )      (18.5 )      (268.9 )      (99.2 )      (26.1 )      (44.3 )      (71.0 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Profit/(loss) before tax

      23.5        240.0        (24.0 )      (303.5 )      287.1        43.9        (31.8 ) 

Income tax (expense)/benefit

      (30.7 )      (63.1 )      38.3        34.1        (62.5 )      (25.1 )      (34.2 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

(Loss)/profit for the period from continuing operations

      (7.2 )      176.9        14.3        (269.4 )      224.6        18.8        (66.0 ) 

Discontinued Operations

                     

Profit/(loss) for the period from discontinued operations

      18.4        11.9        15.0        (0.8 )      19.0        (12.8 )      19.5   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Profit/(loss) for the period

      11.2        188.8        29.3        (270.2 )      243.6        6.0        (46.5 ) 

Non-controlling interests

      (13.0 )      (18.7 )      (27.1 )      (0.9 )      (26.2 )      (21.6 )      (18.1 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

(Loss)/profit for the period attributable to equity shareholders

    $ (1.8 )    $ 170.1      $ 2.2      $ (271.1 )    $ 217.4      $ (15.6 )    $ (64.6 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

 

20

Table of Contents
     Successor     Predecessor     Pro Forma     Successor     Predecessor  
     6M 2011     6M 2010     Fiscal     Q4 2010     9M 2010     Fiscal Year  
$ in millions        2010         2009     2008  

Selected operating segment data:

                     

Sales:

                     

Continuing operations

                     

Industrial & Automotive:

                     

Power Transmission

    $ 1,202.4      $ 1,067.5      $ 2,136.7      $ 580.8      $ 1,555.9      $ 1,763.4      $ 2,125.2   

Fluid Power

      471.0        381.1        784.5        215.4        569.1        588.7        832.3   

Other I&A

      304.0        289.6        548.8        131.3        417.5        463.4        602.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total Industrial & Automotive

    $ 1,977.4      $ 1,738.2      $ 3,470.0      $ 927.5      $ 2,542.5      $ 2,815.5      $ 3,559.6   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Building Products:

                     

Air Distribution

    $ 431.3      $ 419.9      $ 862.9      $ 226.7      $ 636.2      $ 874.2      $ 1,112.3   

Bathware

      54.6        67.6        118.8        27.1        91.7        140.3        208.2   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total Building Products

    $ 485.9      $ 487.5      $ 981.7      $ 253.8      $ 727.9      $ 1,014.5      $ 1,320.5   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Ongoing segments

    $ 2,463.3      $ 2,225.7      $ 4,451.7      $ 1,181.3      $ 3,270.4      $ 3,830.0      $ 4,880.1   

Exited segments (1)

      —          —          —          —          —          36.5        214.8   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total continuing operations

    $ 2,463.3      $ 2,225.7      $ 4,451.7      $ 1,181.3      $ 3,270.4      $ 3,866.5      $ 5,094.9   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Discontinued operation

                     

Industrial & Automotive:

                     

Sensors & Valves

      237.3        201.8        402.2        107.9        294.3        313.6        421.0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
   $ 2,700.6      $ 2,427.5      $ 4,853.9      $ 1,289.2      $ 3,564.7      $ 4,180.1      $ 5,515.9   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Adjusted EBITDA (2):

                     

Continuing operations

                     

Industrial & Automotive:

                     

Power Transmission

    $ 249.2      $ 228.8      $ 433.5      $ 115.2      $ 318.2      $ 295.8      $ 333.0   

Fluid Power

      69.6        51.6        101.0        27.6        73.2        18.8        79.3   

Other I&A

      45.2        41.3        71.1        15.9        55.2        41.6        61.9   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total Industrial & Automotive

    $ 364.0      $ 321.7      $ 605.6      $ 158.7      $ 446.6      $ 356.2      $ 474.2   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Building Products:

                     

Air Distribution

    $ 44.5      $ 51.8      $ 103.5      $ 22.6      $ 80.5      $ 105.6      $ 132.7   

Bathware

      (1.7 )        0.3        (2.9 )        (1.2 )        (1.7 )      (0.1 )      (2.1 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total Building Products

    $ 42.8      $ 52.1      $ 100.6      $ 21.4      $ 78.8      $ 105.5      $ 130.6   

Corporate

      (19.7 )      (17.9 )      (34.3 )      (6.1 )      (25.8 )      (26.7 )      (27.8 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total ongoing segments

    $ 387.1      $ 355.9      $ 671.9      $ 174.0      $ 499.6      $ 435.0      $ 577.0   

Exited segments (1)

     
 (0.3
 ) 
     (0.4 )      (0.9 )      (0.2 )      (0.7 )      (12.9 )      (0.1 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Continuing operations

    $ 386.8      $ 355.5      $ 671.0      $ 173.8      $ 498.9      $ 422.1      $ 576.9   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Discontinued operation

                     

Industrial & Automotive:

                     

Sensors & Valves

      43.2        32.4        61.9        17.4        44.5        25.6        56.5   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
   $ 430.0      $ 387.9      $ 732.9      $ 191.2      $ 543.4      $ 447.7      $ 633.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Selected cash flow data:

                     

Net cash inflow from operating activities

    $ 159.0      $ 97.8          $ 45.4      $ 194.7      $ 513.0      $ 544.2   

Net cash outflow from investing activities

      (18.9 )      (72.9 )          (4,098.8 )      (103.0 )      (135.3 )      (124.0 ) 

Net cash (outflow)/inflow from financing activities

      (229.9 )      (138.3 )          4,551.2        (42.1 )      (220.5 )      (401.0 ) 

 

21

Table of Contents
     Successor     Predecessor  
     As of        
$ in millions    July 2,
2011		     December 31,
2010		     January 2,
2010		  

Selected balance sheet data:

         

Cash and cash equivalents

    $ 370.0      $ 459.3      $ 445.0   

Property, plant and equipment

      1,008.1        1,359.1        1,122.8   

Total assets

      7,608.6        7,552.3        3,673.6   

Total debt (3)

      (3,126.7 )      (3,165.0 )        (707.9 ) 

 

     Successor     Predecessor          Pro Forma           Successor     Historical  
     6M 2011     6M 2010          Fiscal
2010		           Q4 2010     9M2010     Fiscal Year  
$ in millions                      2009     2008  

Selected financial data:

                            

Ongoing segments

                            

Sales

    $ 2,463.3      $ 2,225.7          $ 4,451.7           $ 1,181.3      $ 3,270.4      $ 3,830.0      $ 4,880.1   

Adjusted EBITDA (2)

      387.1        355.9            671.9             174.0        499.6        435.0        577.0   

Adjusted EBITDA Margin (2)

      15.7 %      16.0 %          15.1 %           14.7 %      15.3 %      11.4 %      11.8 % 

Capital expenditure

    $ (56.9 )      $ (52.1 )        $ (142.9 )         $ (55.3 )      $ (87.6 )    $ (117.2 )    $ (170.4 ) 

Trading cash flow (2)

      170.5        66.7            152.9             8.8        144.1        422.0        442.8   

Net debt at period end (2)

      (2,921.4 )      (269.5 )          (2,865.0 )           (2,865.0 )      (138.1 )      (211.4 )      (479.9 ) 

Cash interest (4)

                243.6                  

Adjusted EBITDA (2)(5) to cash
interest (4)

                2.76x                  

First lien debt (6) to Adjusted
EBITDA (2)(5)

                2.94x                  

Total principal debt (7) to Adjusted EBITDA (2)(5)

                5.02x                  

 

(1) During the periods under review, we reported two exited segments: within Industrial & Automotive, the Stant and Standard-Thomson businesses that were sold during Fiscal 2008 (“Caps & Thermostats”); and within Building Products, the Philips Doors & Windows business that was closed during Fiscal 2009 (“Doors & Windows”).
(2) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures.”
(3) Total debt comprises bank overdrafts, bank and other loans and obligations under finance leases as reported in our consolidated balance sheet. As at July 2, 2011 and December 31, 2010, bank and other loans included amounts outstanding under our senior secured credit facilities and the exchange notes offered hereby.
(4) Cash interest represents interest paid during the period as would be reported in our consolidated cash flow statement.
(5) For the purposes of these ratio calculations, Adjusted EBITDA excludes the $61.9 million contribution from the Sensors & Valves operating segment, which has been classified under IFRS as a discontinued operation. The proceeds from the anticipated sale of this segment are expected to be applied primarily to reducing principal debt, thereby reducing cash interest; however this is not reflected in the above ratios. Including the Adjusted EBITDA of Sensors & Valves, the ratios would be as follows:

Adjusted EBITDA (2) to cash interest (4)

    3.01x

First lien debt (6) to Adjusted EBITDA (2)

    2.69x

Total principal debt (7) to Adjusted EBITDA (2)

    4.59x
(6) Represents the senior secured credit facilities as set forth on the table presented in “Capitalization.”
(7) See “Capitalization.”

 

22

Table of Contents

RISK FACTORS

Investing in the exchange notes involves substantial risks. In evaluating whether to participate in the exchange offer, you should carefully consider, along with the other information provided to you in this prospectus, these risk factors. Additional risks and uncertainties that we currently believe are immaterial in nature could also impair our business, financial condition, results of operations and our ability to fulfill our obligations under the notes. Unless otherwise indicated, the risk factors set forth below generally apply to all our notes.

This prospectus also contains forward-looking statements that involve risks and uncertainties and the cautionary statement regarding the forward-looking statements set forth under the caption “Disclosure Regarding Forward-Looking Statements.” Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below and elsewhere in this prospectus.

Risks Relating to the Exchange Offer

If you fail to follow the exchange offer procedures, your initial notes will not be accepted for exchange.

We will not accept your initial notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after timely receipt of your initial notes, a properly completed and duly executed letter of transmittal and all other required documents or if you comply with the guaranteed delivery procedures for tendering your initial notes. Therefore, if you want to tender your initial notes, please allow sufficient time to ensure timely delivery. If we do not receive your initial notes, letter of transmittal, and all other required documents by the expiration date of the exchange offer, or you do not otherwise comply with the guaranteed delivery procedures for tendering your initial notes, we will not accept your initial notes for exchange. Neither we nor the exchange agent is required to give notification of defects or irregularities with respect to the tenders of initial notes for exchange. If there are defects or irregularities with respect to your tender of initial notes, we will not accept your initial notes for exchange unless we decide in our sole discretion to waive such defects or irregularities.

If you choose not to exchange your initial notes in the exchange offer, the transfer restrictions currently applicable to your initial notes will remain in force and the market price of your initial notes may decline.

If you do not exchange your initial notes for exchange notes representing the same underlying indebtedness in the exchange offer, then you will continue to be subject to the transfer restrictions on the initial notes as set forth in the notes and the indenture that governs the notes. In general, the initial notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration right agreements, we do not intend to register resales of the initial notes under the Securities Act. You should refer to “Summary — The Exchange Offer,” and “The Exchange Offer — Procedures for Tendering Initial Notes” for information about how to tender your initial notes.

The tender of initial notes under the exchange offer will reduce the principal amount of the initial notes outstanding, which may have an adverse effect upon and increase the volatility and market price of the initial notes due to reduction in liquidity.

Lack of an active market for the exchange notes may adversely affect the liquidity and market price of the exchange notes.

There is no existing market for the exchange notes. We do not intend to apply for a listing of the exchange notes on any securities exchange. We do not know if an active public market for the exchange notes will develop or, if developed, will continue. If an active public market does not develop or is not maintained, the market price and liquidity of the exchange notes may be adversely affected. We cannot make any assurances regarding the liquidity of the market for the exchange notes, the ability of holders to sell their exchange notes or the price at which holders may sell their exchange notes. Further, the liquidity and the market price of the exchange notes may be adversely

 

23

Table of Contents

affected by changes in the overall market for securities similar to the exchange notes, by changes in our business, financial condition or results of operations and by changes in conditions in our industry. In addition, if a large amount of initial notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

The market price for the exchange notes may be volatile.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes offered hereby. The market for the exchange notes, if any, may be subject to similar disruptions and any such disruptions may adversely affect the prices at which you may sell your exchange notes. In addition, once issued, the exchange notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

The issuance of the exchange notes may adversely affect the market for the initial notes.

To the extent the initial notes are tendered and accepted in the exchange offer, the trading market for the untendered and tendered but unaccepted initial notes could be adversely affected. Because we anticipate that most holders of the initial notes will elect to exchange their initial notes for exchange notes due to the absence of restrictions on the resale of exchange notes under the Securities Act, we anticipate that the liquidity of the market for any initial notes remaining after the completion of this exchange offer may be substantially limited. Please refer to the section in this prospectus entitled “The Exchange Offer—Consequences of Failure to Exchange.”

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes.

Based on the Exxon Capital Holdings Corp. SEC no-action letter (April 13, 1988), Morgan Stanley & Co. Inc. SEC no-action letter (June 5, 1991) and Shearman & Sterling SEC no-action letter (July 2, 1983), we believe that you may offer for resale, resell or otherwise transfer the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your exchange notes. In these cases, if you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes under the Securities Act, you may incur liability under this act. We do not and will not assume, or indemnify you against, this liability.

Risks Relating to the Notes

We have substantial indebtedness, which could affect our ability to meet our obligations under the notes and may otherwise restrict our activities

As of July 2, 2011, we had total principal debt outstanding of $3,310.3 million. We are permitted by the terms of the notes and our other debt instruments to incur substantial additional indebtedness, subject to the restrictions therein. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms, would have a material adverse effect on our business, financial condition and results of operations.

Our substantial indebtedness could have important consequences to you. For example, it could:

 

  •  

make it more difficult for us to satisfy our obligations under our indebtedness, including the notes;

 

  •  

limit our ability to borrow money for our working capital, capital expenditures, debt service requirements or other corporate purposes;

 

24

Table of Contents
  •  

require us to dedicate a substantial portion of our cash flow to payments on our indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures and other corporate requirements;

 

  •  

increase our vulnerability to general adverse economic and industry conditions;

 

  •  

limit our ability to respond to business opportunities; and

 

  •  

subject us to financial and other restrictive covenants, which, if we fail to comply with these covenants and our failure is not waived or cured, could result in an event of default under our debt.

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.

Our ability to pay principal and interest on the notes and to satisfy our other debt obligations will depend upon, among other things:

 

  •  

our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and

 

  •  

the future availability of borrowings under our senior secured credit facilities, which depends on, among other things, our complying with the covenants in our senior secured credit facilities.

We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our senior secured credit facilities or otherwise, in an amount sufficient to fund our liquidity needs, including the payment of principal and interest on the notes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt agreements, including our senior secured credit facilities and the indenture governing the notes, may restrict us from adopting some of these alternatives. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due. Furthermore, the Sponsors have no continuing obligation to provide us with debt or equity financing.

The issuers are wholly owned financing subsidiaries of Holdings with no operations of their own and they are dependent upon payments under the intercompany loans from other subsidiaries of Holdings to meet their obligations under the notes.

The issuers are financing entities wholly owned by Holdings with limited assets and no business operations other than operations related to issuing and servicing the notes and engaging in related transactions. Upon the consummation of the initial notes offering, the issuers on-lent the proceeds from the notes issuance to other subsidiaries of Holdings through intercompany loans. The issuers’ ability to make payments on the notes is dependent directly on payments to the issuers under these intercompany loans. The ability of the obligors to make payments to the issuers under these intercompany loans will depend on a number of factors, some of which may be beyond our control. For example, if the obligors fail to generate or fail to have access to sufficient cash to make scheduled payments to the issuers under the intercompany loans, the issuers may not have any other source of funds to meet their payment obligations under the notes.

 

25

Table of Contents

The notes will be structurally subordinated to all liabilities of the non-guarantor subsidiaries of Holdings.

The notes will be structurally subordinated to the indebtedness and other liabilities of the current and future subsidiaries of Holdings that do not guarantee the notes. The non-guarantor subsidiaries and any future non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes, or to make any funds available therefore, whether by dividends, loans, distribution or other payments. The non-guarantor subsidiaries accounted for the following proportion of our ongoing operations: (i) 43% of pro forma sales in Fiscal 2010 and of sales in 6M 2011; (ii) 49% of pro forma Adjusted EBITDA in Fiscal 2010 and 51% of Adjusted EBITDA in 6M 2011; (iii) 45% of total assets at the end of Fiscal 2010 and at the end of 6M 2011; and (iv) 14% of total liabilities at the end of Fiscal 2010 and at the end of 6M 2011. Both (i) and (ii) are calculated excluding corporate center entities. In the event that Rule 3-10 of Regulation S-X under the Securities Act would require separate financial statements of any subsidiary that is a Guarantor to be filed with the SEC solely because such subsidiary’s guarantee is not a full and unconditional guarantee as reasonably determined by Holdings such guarantee will be automatically discharged and release. In the case of such discharge and release, the notes would no longer be guaranteed by such entity even though the guarantee by such entity of our senior secured credit facilities would continue. Substantially all, but not all, of our foreign entities that guarantee the senior secured credit facilities are expected to guarantee the notes. Any right that we or the Guarantors have to receive any assets of the non-guarantor subsidiaries and any future non-guarantor subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of notes to realize proceeds from the sale of any of those subsidiaries’ assets, will be structurally subordinated to the claims of those subsidiaries’ creditors, including trade creditors and holders of preferred equity interests of those subsidiaries. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any non-guarantor subsidiaries and any future non-guarantor subsidiaries, such non-guarantor subsidiaries will pay the holders of their debts, holders of preferred equity interests and their trade creditors before they will be able to distribute any of their assets to us.

The terms of our senior secured credit facilities and the indenture governing the notes may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.

The credit agreement governing our senior secured credit facilities and the indenture governing the notes contain, and any future indebtedness of ours would likely contain, a number of restrictive covenants that will impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things:

 

  •  

incur or guarantee additional debt;

 

  •  

issue qualified stock and preferred stock;

 

  •  

pay dividends and make other restricted payments;

 

  •  

create or incur certain liens;

 

  •  

make certain investments;

 

  •  

engage in sales of assets and subsidiary stock;

 

  •  

enter into transactions with affiliates;

 

  •  

transfer all or substantially all of our assets or enter into merger or consolidation transactions; and

 

  •  

make capital expenditures.

In addition, our senior secured credit facilities require us to maintain certain financial ratios. As a result of these covenants, we will be limited in the manner in which we conduct our business, and we may be unable to

 

26

Table of Contents

engage in favorable business activities or finance future operations or capital needs. Our ability to meet those financial ratios can be affected by events beyond our control, and there can be no assurance that we will meet those ratios. An adverse development affecting our business could require us to seek waivers or amendments of covenants, alternative or additional sources of financing or reductions in expenditures. We cannot assure you that such waivers, amendments or alternative or additional financings could be obtained or, if obtained, would be on terms acceptable to us.

A failure to comply with the covenants contained in our senior secured credit facilities or the indenture governing the notes could result in an event of default under our senior secured credit facilities or the indenture governing the notes, which, if not cured or waived, could have a material adverse affect on our business, financial condition and results of operations. In the event of any default under our senior secured credit facilities or the indenture governing the notes, the lenders thereunder:

 

  •  

will not be required to lend any additional amounts to us;

 

  •  

could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable;

 

  •  

may have the ability to require us to apply all of our available cash to repay these borrowings; or

 

  •  

may prevent us from making debt service payments under our other agreements, any of which could result in an event of default under the notes.

Such actions by lenders under our senior secured credit facilities could cause cross defaults under our other indebtedness, including the indenture governing the notes.

We have pledged and will pledge substantially all of our assets as collateral under our senior secured credit facilities and the indenture governing the notes subject to certain exceptions. If any of the holders of our indebtedness accelerate the repayment of such indebtedness, there can be no assurance that we will have sufficient assets to repay our indebtedness. If we were unable to repay those amounts, the holders of our secured indebtedness could proceed against the collateral granted to them to secure that indebtedness. See “Description of Certain Indebtedness” and “Description of Senior Secured Second Lien Notes.”

The collateral securing our obligations under the notes and the guarantees is shared with other creditors. If there is a default, the value of the collateral may not be sufficient to repay the first priority lien creditors and the holders of the notes and guarantees. The collateral securing the notes may be divided under certain circumstances.

Our obligations under the notes and the guarantees related thereto will be secured by a second priority lien on all of the collateral securing our obligations under our senior secured credit facilities (subject to certain exceptions described in “—The capital stock securing the notes will in certain circumstances be released automatically from the respective liens and no longer be deemed to be collateral to the extent the pledge of such capital stock would require the filing of separate financial statements for any of our subsidiaries with the SEC,” and excluding certain assets as described in “Description of Senior Secured Second Lien Notes”) on a second priority basis. The relative priority of the liens on the collateral will be governed by an intercreditor agreement. Accordingly, any proceeds received upon a realization of the collateral securing our senior secured credit facilities on a first priority basis will first be applied to the costs and expenses incurred with such realization and second to obligations (including expenses and other amounts) under our senior secured credit facilities, before any amounts will be available to pay the holders of notes. See “Description of Senior Secured Second Lien Notes—Security for the Notes” and “Description of Senior Secured Second Lien Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” The value of the collateral and the amount to be received upon a sale of such collateral will depend upon many factors including, among others, the ability to sell the collateral in an orderly sale, the condition of the economies in which our operations are located, the availability of buyers and other factors. The book value of the collateral should not be relied on as a measure of realizable value for such assets. Portions of the collateral may be illiquid and may have no readily ascertainable market value. The

 

27

Table of Contents

collateral is located in a number of countries, and the multi-jurisdictional nature of any foreclosure on the collateral may limit the realizable value of the collateral. To the extent that holders of other secured debt or third parties enjoy liens (including statutory liens), whether or not permitted by the indenture, such holders or third parties may have rights and remedies with respect to the collateral securing the notes and the guarantees that, if exercised, could reduce the proceeds available to satisfy the obligations under the notes and the guarantees. As a result, if there is a default, the value of the collateral may not be sufficient to repay our senior secured credit facilities and the holders of the notes.

The value of the collateral securing the notes may not be sufficient to secure post-petition interest. Should our obligations under the notes equal or exceed the fair market value of the collateral securing the notes, the holders of the notes may be deemed to have an unsecured claim.

In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against the issuers or the Guarantors, holders of the notes will be entitled to post-petition interest under the U.S. Bankruptcy Code only if the value of their security interest in the collateral is greater than their pre-bankruptcy claim. Holders of the notes may be deemed to have an unsecured claim if the issuers’ obligation under the notes equals or exceeds the fair market value of the collateral securing the notes. Holders of the notes that have a security interest in the collateral with a value equal to or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the U.S. Bankruptcy Code. The bankruptcy trustee, the debtor-in-possession or competing creditors could possibly assert that the fair market value of the collateral with respect to the notes on the date of the bankruptcy filing was less than the then-current principal amount of the notes. Upon a finding by a bankruptcy court that the notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement on the part of holders of the notes to receive post-petition interest and a lack of entitlement on the part of the unsecured portion of the notes to receive other “adequate protection” under U.S. federal bankruptcy laws. In addition, if any payments of post-petition interest were made at the time of such a finding of under-collateralization, such payments could be re-characterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to notes. No appraisal of the fair market value of the collateral securing the notes has been prepared in connection with this offering of the notes and, therefore, the value of the collateral trustees’ interests in the collateral may not equal or exceed the principal amount of the notes. We cannot assure you that there will be sufficient collateral to satisfy our and the Guarantors’ obligations under the notes.

The right of holders of notes to exercise remedies with respect to the collateral is extremely limited, even during an event of default under the indenture governing the notes.

The rights of the holders of notes with respect to the collateral are extremely limited, even during an event of default under the indenture governing the notes. If first priority obligations are outstanding, any actions that may be taken in respect of any of the collateral securing the notes, including the ability to cause the commencement of enforcement proceedings against the collateral and to control the conduct of such proceedings, are controlled and directed by holders of our first lien debt. In those circumstances, the notes collateral agent, on behalf of the itself, the trustee and the holders of the notes, will not have the ability to control or direct such actions, even if an event of default under the indenture governing the notes has occurred or if the rights of the trustee, the notes collateral agent and the holders of the notes are or may be adversely affected. The administrative agent and the lenders under our senior secured credit facilities are under no obligation to take into account the interests of the trustee under the indenture governing the notes, the collateral agent and the holders of the notes when determining whether and how to exercise their rights with respect to the collateral securing our senior secured credit facilities on a first priority basis, subject to the applicable intercreditor agreements, and their interests and rights may be significantly different from or adverse to yours. To the extent that collateral is released from the first priority liens, subject to certain conditions the second priority liens securing the notes and the guarantees related thereto will also automatically be released without any noteholder consent or notice to the collateral agent, except that such release of liens does not apply with respect to the release of collateral in connection with the full payment of our obligations under our senior secured credit facilities or a refinancing of our obligations thereunder. See “Description of Senior Secured Second Lien Notes—Security for the Notes— Second Lien Intercreditor Agreement” and “Description of Second Lien Notes—Security for the Notes—Release of Collateral.”

 

28

Table of Contents

In the event of our bankruptcy, the ability of the holders of the notes to realize upon the collateral will be subject to certain bankruptcy law limitations.

The ability of holders of the notes to realize upon the collateral will be subject to certain bankruptcy law limitations in the event of our bankruptcy. Under federal bankruptcy law, secured creditors are prohibited from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such a debtor, without bankruptcy court approval, which may not be given. Moreover, applicable federal bankruptcy laws generally permit the debtor to continue to use and expend collateral, including cash collateral, and to provide liens senior to the collateral trustees for the notes’ liens to secure indebtedness incurred after the commencement of a bankruptcy case, provided that the secured creditor either consents or is given “adequate protection.” “Adequate protection” could include cash payments or the granting of additional security, if and at such times as the presiding court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition of the collateral during the pendency of the bankruptcy case, the use of collateral (including cash collateral) and the incurrence of such senior indebtedness. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the collateral trustees would repossess or dispose of the collateral, or whether or to what extent holders of the notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of “adequate protection.” Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the notes, our first priority credit facility and any other first lien or pari passu debt secured by the common collateral, the indebtedness under the notes would be “undersecured” and the holders of the notes would have unsecured claims as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorneys’ fees on undersecured indebtedness during the debtor’s bankruptcy case.

Your rights in the collateral may be adversely affected by the failure to perfect security interests in collateral.

Applicable law provides that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens in the collateral securing the notes may not be perfected with respect to the claims of the notes if the collateral agent relating to such notes is not able to take the actions necessary to perfect any of these liens on or about the date of the indenture governing such notes. In addition, applicable law provides that certain property and rights acquired after the grant of a general security interest, such as real property, equipment subject to a certificate of title and certain proceeds, can only be perfected at or after the time such property and rights are acquired and identified. We and our Guarantors have limited obligations to perfect the noteholders’ security interest in specified collateral. There can be no assurance that the collateral agent for the notes will monitor, or that we will inform the trustee of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The collateral agent for the notes have no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest in favor of the notes against third parties.

The capital stock securing the notes will in certain circumstances be released automatically from the respective liens and no longer be deemed to be collateral to the extent the pledge of such capital stock would require the filing of separate financial statements for any of our subsidiaries with the SEC.

The indenture governing the notes and the security documents provide that, in the event that Rule 3-16 of Regulation S-X under the Securities Act (or any successor regulation) requires the filing with the SEC of separate financial statements of any of our subsidiaries the capital stock of which is pledged as collateral securing the notes, the portion (or, if necessary, all) of such capital stock necessary to eliminate such filing requirement will automatically be deemed released and not to have been part of the collateral securing the notes. In such event, we and the trustee will amend or modify the security documents without the consent of any holder of the notes to the extent necessary to evidence such release. As a result, holders of the notes could lose all or a portion of their security interest in the capital stock. The capital stock pledged as collateral under the senior secured credit facilities is not subject to a similar provision and any capital stock pledged as collateral under any of our future indebtedness may not be subject to a similar provision.

 

29

Table of Contents

The Rule 3-16 requirement to file with the SEC separate financial statements of a subsidiary is triggered if the aggregate principal amount, par value, or book value of the capital stock as carried by the registrant, or the market value of such capital stock, whichever is greatest, equals 20 percent or more of the principal amount of the notes. Any pledge of the capital stock of any of our subsidiaries is automatically released to the extent the value of the capital stock of any individual subsidiary subject to the pledge is in excess of 20 percent of the principal amount of the applicable notes. Any increase in value of the capital stock of our subsidiaries may lead to further releases of capital stock from the collateral securing the notes. Moreover, the realizable value of the capital stock in the event of a foreclosure may be significantly less than the management estimates of market value.

Corporate benefit, capital maintenance laws and other limitations on the guarantees and the security interests may adversely affect the validity and enforceability of the guarantees of the notes and the security interests.

The laws of certain of the jurisdictions in which the Guarantors are organized limit the ability of these subsidiaries to guarantee debt of a related company or grant security on account of a related company’s debts. These limitations arise under various provisions or principles of corporate law which include rules governing capital maintenance, under which, among others, the risks associated with a guarantee or grant of security on account of a parent company’s debt need to be reasonable and economically and operationally justified from the Guarantor’s or grantor’s perspective, as well as thin capitalization and fraudulent transfer principles. If these limitations were not observed, the guarantees and the grant of security interests by these Guarantors could be subject to legal challenge. In these jurisdictions, the guarantees will contain language limiting the amount of debt guaranteed so that applicable local law restrictions will not be violated. Certain of the security documents will contain similar limitations. Accordingly if you were to enforce the guarantees by a Guarantor in one of these jurisdictions or seek to enforce a security interest in collateral granted by a Guarantor in one of these jurisdictions, your claims are likely to be limited. In some cases, where the amount that can be guaranteed or secured is limited by reference to the net assets and legal capital of the Guarantor or by reference to the outstanding debt owed by the relevant Guarantor to an issuer under intercompany loans that amount might have reached zero or close to zero at the time of any insolvency or enforcement. Furthermore, although we believe that the guarantees by these Guarantors and the security interests granted by these Guarantors will be validly given in accordance with local law restrictions, there can be no assurance that a third-party creditor would not challenge these guarantees and security interests and prevail in court.

The security interests over the collateral is granted to the collateral agent rather than directly to the holders of the notes. The ability of the collateral agent to enforce the collateral may be restricted by local law.

In certain jurisdictions, including Germany and The Netherlands, the security over the collateral that (if and when granted) will constitute security for the obligations of the issuers under the notes and the indenture governing the notes will not be granted directly to the noteholders but only in favor of the collateral agent, as beneficiary of parallel debt or analogous obligations (the “Parallel Debt”). This Parallel Debt is created to satisfy a requirement under the applicable laws that the collateral agent, as grantee of certain types of collateral, be a creditor of the relevant security provider. The Parallel Debt is in the same amount and payable at the same time as the obligations of the issuers under the indenture governing the notes and the notes (the “Principal Obligations”). Any payment in respect of the Principal Obligations shall discharge the corresponding Parallel Debt and any payment in respect of the Parallel Debt shall discharge the corresponding Principal Obligations. Although the collateral agent will have, pursuant to the Parallel Debt, a claim against the issuers for the full principal amount of the notes, noteholders bear some risks associated with a possible insolvency or bankruptcy of the collateral agent. The Parallel Debt obligations referred to above are contained in the indenture governing the notes, which are governed by New York law. There is no assurance that such a structure will be effective before applicable courts as there is no judicial or other guidance as to its efficacy, and therefore the ability of the collateral agent to enforce the collateral may be restricted.

The granting of the security interests in the collateral in connection with the issuance of the notes may create hardening periods for such security interests in accordance with the law applicable in certain jurisdictions.

The granting of new security interests in the collateral in connection with the notes may create hardening periods for such security interests in certain jurisdictions. The applicable hardening period for these new security interests will run as from the moment each new security interest has been granted or perfected. At each time, if the security interest granted or recreated were to be enforced before the end of the respective hardening period applicable in such jurisdiction, it may be declared void and/or it may not be possible to enforce it.

 

30

Table of Contents

Federal and state statutes allow courts, under specific circumstances, to void notes and guarantees and require holders of the notes to return payments received.

If we or any Guarantor becomes a debtor in a case under the U.S. Bankruptcy Code or encounter other financial difficulty, under federal or state fraudulent transfer law, a court may void, subordinate or otherwise decline to enforce the notes or the guarantees. A court might do so if it found that when we issued the notes or the Guarantor entered into its guarantee, or in some states when payments became due under the notes or the guarantees, we or the Guarantor received less than reasonably equivalent value or fair consideration and either:

 

  •  

was insolvent or rendered insolvent by reason of such incurrence; or

 

  •  

was left with inadequate capital to conduct its business; or

 

  •  

believed or reasonably should have believed that it would incur debts beyond its ability to pay.

The court might also void an issuance of notes or a guarantee without regard to the above factors, if the court found that we issued the notes or the applicable Guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors.

A court would likely find that we or a Guarantor did not receive reasonably equivalent value or fair consideration for the notes or its guarantee, if we or a Guarantor did not substantially benefit directly or indirectly from the issuance of the notes. If a court were to void the issuance of the notes or guarantees you would no longer have any claim against us or the applicable Guarantor. Sufficient funds to repay the notes may not be available from other sources, including the remaining obligors, if any. In addition, the court might direct you to repay any amounts that you already received from us or a Guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a Guarantor would be considered insolvent if:

 

  •  

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or

 

  •  

if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

 

  •  

it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that each Guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

Local insolvency laws may not be as favorable to you as U.S. bankruptcy laws or those of another jurisdiction with which you are familiar.

Certain of the Guarantors are incorporated in one of the United Kingdom, Australia, Belgium, Brazil, The British Virgin Islands, Canada, Germany, Luxembourg, Mexico, The Netherlands, Northern Ireland, Mauritius, Russia, Turkey or the United Arab Emirates. The insolvency laws of these jurisdictions may not be as favorable to your interests as the laws of the United States or other jurisdictions with which you are familiar. In the event that any one or more of the Company, the Guarantors or any other of the Company’s subsidiaries experienced financial difficulty, it is not possible to predict with certainty in which jurisdiction or jurisdictions insolvency or similar proceedings would be commenced, or the outcome of such proceedings.

 

31

Table of Contents

Insolvency laws and other limitations on the guarantees and the security interests, including fraudulent conveyance statutes, may adversely affect their validity and enforceability and enforcing your rights as a noteholder or under the guarantees across multiple jurisdictions may prove difficult.

Our obligations under the notes will be guaranteed by the Guarantors and secured by security interests over the collateral. The Guarantors are organized under the laws of the United States, the United Kingdom, Australia, Belgium, Brazil, The British Virgin Islands, Canada, Germany, Luxembourg, Mexico, The Netherlands, Northern Ireland, Mauritius, Russia, Turkey or the United Arab Emirates. Although laws differ among these jurisdictions, in general, applicable fraudulent transfer and conveyance and equitable principles, insolvency laws and, in the case of the guarantees and the security interests, limitations on the enforceability of judgments obtained in courts in such jurisdictions could limit the enforceability of the guarantee against a Guarantor and the enforceability of the security interests. The court may also in certain circumstances avoid the security interest or the guarantee where the company is close to or in the vicinity of insolvency. The following discussion of fraudulent transfer, conveyance and insolvency law, although an overview, describes generally applicable terms and principles, which are defined under the relevant jurisdiction’s fraudulent transfer and insolvency statutes.

In an insolvency proceeding, it is possible that creditors of the Guarantors or the appointed insolvency administrator may challenge the guarantees and the security interests, and intercompany obligations generally, as fraudulent transfers or conveyances, preferences or transactions at an undervalue or on other grounds. If so, such laws may permit a court, if it makes certain findings, to:

 

  •  

avoid or invalidate all or a portion of a Guarantor’s obligations under its guarantee or the security interests;

 

  •  

direct that holders of the notes return any amounts paid under a guarantee or any security to the relevant Guarantor or to a fund for the benefit of the Guarantor’s creditors; and

 

  •  

take other action that is detrimental to you.

If we cannot satisfy our obligations under the notes and any guarantee or security interest is found to be a fraudulent transfer or conveyance or is otherwise set aside, we cannot assure you that we can ever repay in full any amounts outstanding under the notes. In addition, the liability of each Guarantor under its guarantee or the security interests will be limited to the amount that will result in such guarantee or security interests not constituting a fraudulent conveyance or improper corporate distribution or otherwise being set aside. The amount recoverable from the Guarantors under the security documents will also be limited. However, there can be no assurance as to what standard a court would apply in making a determination of the maximum liability of each. Also, there is a possibility that the entire guarantee or security interests may be set aside, in which case, the entire liability may be extinguished.

In order to initiate any of these actions under fraudulent transfer or other applicable principles, courts would need to find that, at the time the guarantees were issued or the security interests created, the Guarantor:

 

  •  

issued such guarantee or created such security interest with the intent of hindering, delaying or defrauding current or future creditors or with a desire to prefer some creditors over others, or created such security after its insolvency;

 

  •  

issued such guarantee or created such security interest in a situation where a prudent businessman as a shareholder of such Guarantor would have contributed equity to such Guarantor;

 

  •  

did not issue such guarantee or create such security interest in good faith or in the best interests of such Guarantor; or

 

  •  

received less than reasonably equivalent value for incurring the debt represented by the guarantee or security interest on the basis that the guarantee or security interest were incurred for our benefit, and only indirectly the Guarantor’s benefit, or some other basis and (1) was insolvent or rendered insolvent

 

32

Table of Contents
 

by reason of the issuance of the guarantee or the creation of the security interest, or subsequently became insolvent for other reasons; (2) was engaged, or about to engage, in a business transaction for which the Guarantor’s assets were unreasonably small; or (3) intended to incur, or believed it would incur, debts beyond its ability to make required payments as and when they would become due.

Different jurisdictions evaluate insolvency on various criteria, but a Guarantor generally may, in different jurisdictions, be considered insolvent at the time it issued a guarantee or created any security interest if:

 

  •  

its liabilities exceed the fair market value of its assets;

 

  •  

it cannot pay its debts as and when they become due; and/or

 

  •  

the present saleable value of its assets is less than the amount required to pay its total existing debts and liabilities, including contingent and prospective liabilities, as they mature or become absolute.

Although we believe that we are solvent, there can be no assurance which standard a court would apply in determining whether a Guarantor was “insolvent” as of the date the guarantees were issued or the security interests were created or that, regardless of the method of valuation, a court would not determine that a Guarantor was insolvent on that date, or that a court would not determine, regardless of whether or not a Guarantor was insolvent on the date its guarantee was issued or security interests were created, that payments to holders of the notes constituted fraudulent transfers on other grounds.

Certain collateral is subject to potential environmental liabilities and the collateral agent may determine not to foreclose on it.

The notes will be secured in part by liens on real property that may be subject to both known and unforeseen environmental risks, and these risks may reduce or eliminate the value of the real property pledged as collateral for the notes. Moreover, the trustee and the collateral agent may need to evaluate the impact of potential environmental liabilities before determining to foreclose on the collateral consisting of real property because secured lenders that hold or enforce a security interest in real property may, under certain circumstances, be held liable under environmental laws for the costs of remediating or preventing the release or threatened release of regulated materials at or from such real property. Consequently, the collateral agent may decline to foreclose on such collateral or exercise remedies available in respect thereof if it does not receive indemnification to its satisfaction from the noteholders.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness that is not waived by the required holders of such indebtedness, could leave us unable to pay principal, premium, if any, or interest on the notes and could substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on such indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with any accrued and unpaid interest, the lenders under our first priority credit facility could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against the assets securing such facilities and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek waivers from the required lenders under our senior secured credit facilities to avoid being in default. If we breach our covenants under our senior secured credit facilities and seek waivers, we may not be able to obtain waivers from the required lenders thereunder.

 

33

Table of Contents

We may not be able to repurchase the notes upon a change of control.

Upon a change of control as defined in the indenture governing the notes, we will be required to make an offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest, unless we have previously given notice of our intention to exercise our right to redeem the notes or unless such obligation is suspended. See “Description of Senior Secured Second Lien Notes—Change of Control.” We may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control offer or, if then permitted under the indenture governing the notes, to redeem the notes. A failure to make the applicable change of control offer or to pay the applicable change of control purchase price when due would result in a default under the indenture. The occurrence of a change of control would also constitute an event of default under our senior secured credit facilities and may constitute an event of default under the terms of our other indebtedness. The terms of the credit agreement governing our senior secured credit facilities and the indenture governing the notes limit our right to purchase or redeem certain indebtedness. In the event any purchase or redemption is prohibited, we may seek to obtain waivers from the required lenders under our senior secured credit facilities or holders of the notes to permit the required repurchase or redemption, but the required holders of such indebtedness have no obligation to grant, and may refuse to grant such a waiver. A change of control is defined in the indenture governing the notes. See “Description of Senior Secured Second Lien Notes—Change of Control.”

Certain private equity investment funds affiliated with the Sponsors own a significant majority of our equity and their interests may not be aligned with yours.

The Sponsors and certain of their affiliates and co-investors own 100% of the economic interests of Top Co-op, the direct parent of Holdings, and, therefore, will have the power to control all of our affairs and policies. The Sponsors will also control the election of directors, the appointment of management, the entering into mergers, sales of substantially all of our assets and other extraordinary transactions. The directors so elected will have authority, subject to the terms of our debt, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions. The interests of the Sponsors could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of the Sponsors, as equity holders, might conflict with your interests as a noteholder. The Sponsors may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you as a noteholder. Additionally, the Sponsors are in the business of making investments in companies, and may from time to time in the future acquire interests in businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours.

Risks Relating to Our Business

Conditions in the global economy and the major end markets we serve may materially and adversely affect the business and results of operations of our businesses should they deteriorate.

The business and operating results of our I&A and BP business groups have been, and will continue to be, affected by worldwide economic conditions, including conditions in the general industrial, automotive, non-residential and residential construction end markets we serve. As a result of continuing effects from the slowdown in global economic growth, the credit market crisis, declining consumer and business confidence, increased unemployment, reduced levels of capital expenditures, fluctuating commodity prices, bankruptcies and other challenges affecting the global economy, some of our customers may experience the deterioration of their businesses, cash flow shortages or difficulty obtaining financing. As a result, existing or potential customers may delay or cancel plans to purchase our products and services and may not be able to fulfill their obligations to us in a timely fashion.

Further, our vendors may be experiencing similar conditions, which may impact their ability to fulfill their obligations to us. If the global economic slowdown continues for a significant period or there is significant further deterioration in the global economy, our results of operations, financial position and cash flows could be materially adversely affected.

 

34

Table of Contents

Our strategy to expand our geographical reach may be impacted by economic, political and other risks associated with international operations, and this could adversely affect our business.

One of our key strategies is to expand our geographic reach, and as a result, a substantial portion of our operations are conducted and located outside the U.S. We have manufacturing, sales and service facilities spanning four continents and sell to customers in over 70 countries. Moreover, a significant amount of our manufacturing functions and sources of our raw materials and components are from Asia, principally China. Accordingly, our business and results of operations, as well as the business and results of operations of our vendors, suppliers and customers, are subject to risks associated with doing business internationally, including:

 

  •  

changes in foreign currency exchange rates;

 

  •  

trade protection measures, such as tariff increases, and import and export licensing and control requirements;

 

  •  

potentially negative consequences from changes in tax laws or tax examinations;

 

  •  

instability in a specific country’s or region’s political, economic or social conditions, particularly in emerging markets and the Middle East;

 

  •  

difficulty in staffing and managing widespread operations;

 

  •  

difficulty of enforcing agreements and collecting receivables through some foreign legal systems;

 

  •  

differing and, in some cases, more stringent labor regulations;

 

  •  

partial or total expropriation;

 

  •  

differing protection of intellectual property;

 

  •  

unexpected changes in regulatory requirements and required compliance with a variety of foreign laws, including environmental regulations and laws;

 

  •  

the burden of complying with multiple and possibly conflicting laws and any unexpected changes in regulatory requirements;

 

  •  

differing local product preferences and product requirements;

 

  •  

strong competition from companies that are already established in the markets we seek to enter;

 

  •  

inability to repatriate income or capital; and

 

  •  

difficulty in administering and enforcing corporate policies, which may be different than the normal business practices of local cultures.

Dependence on the continued operation of our manufacturing facilities.

While we are not heavily dependent on any single manufacturing facility, major disruptions at a number of our manufacturing facilities, due to labor unrest, natural disasters, terrorist attacks, significant mechanical failure of our facilities, or other catastrophic event, could result in significant interruption of our business and a potential loss of customers and sales or could significantly increase our operating costs.

 

35

Table of Contents

We are subject to the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, as well as other laws governing our international operations; if we fail to comply with these laws we could be subject to civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect our business, financial condition and results of operations.

Our international operations are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”) and other anti-corruption laws. The FCPA and these other laws generally prohibit us and our employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. We operate in a number of jurisdictions that pose a high risk of potential FCPA violations, and we participate in joint ventures and relationships with third parties whose actions could potentially subject us to liability under the FCPA. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted.

We are also subject to other laws and regulations governing our international operations, including regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S. Department of Treasury’s Office of Foreign Asset Control, and various non-U.S. government entities, including applicable export control regulations, economic sanctions on countries and persons, customs requirements, currency exchange regulations, and transfer pricing regulations (collectively, “Trade Control laws”).

Because of these legal and regulatory requirements, we have instituted policies, procedures and certain ongoing training of employees with regard to business ethics and designed to ensure that we and our employees comply with the FCPA and other anti-corruption laws and Trade Control laws. However, there is no assurance that our efforts have been and will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including the FCPA, or other legal requirements. If we are not in compliance with the FCPA and other anti-corruption laws or Trade Control laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the FCPA or other anti-corruption laws by U.S. or foreign authorities could also have an adverse impact on our business, financial condition and results of operations.

We face competition in all areas of our business and may not be able to successfully compete with our competitors, which could lead to lower levels of profits and reduce the amount of cash we generate.

We are subject to competition from other producers of products that are similar to ours. Our customers often demand delivery of our products on a tight time schedule and in a number of geographic markets. If our quality of service declines or we cannot meet the demands of our customers, they may utilize the services of our competitors. Our competitors include manufacturers that may be better capitalized, may have a more extensive low-cost sourcing strategy and presence in low-cost regions or may receive significant governmental support and as a result, may be able to offer more aggressive pricing. If we are unable to continue to provide technologically superior or better quality products or to price our products competitively, our ability to compete could be harmed and we could lose customers or market share.

If we are unable to obtain raw materials at favorable prices in sufficient quantities, or at the time we require them, our operating margins and results of operations may be adversely affected.

We purchase our energy, steel, aluminum, rubber and rubber-based materials from outside sources. We do not traditionally have long-term contracts with raw material suppliers. The costs of these raw materials have been volatile historically and are influenced by factors that are outside our control. In recent years, the prices for energy, metal alloys and certain other of our raw materials have been extremely volatile. While we strive to avoid this risk through the use of price escalation mechanisms with respect to our raw materials in our customer contracts and we seek to offset our increased costs where gains are achieved in operational efficiencies, if we are unable to pass increases in the costs of our raw materials on to our customers, our operating margins and results of operations may be adversely affected if operational efficiencies are not achieved.

 

36

Table of Contents

Additionally, our businesses compete globally for key production inputs. The availability of certain raw materials, energy or other key inputs may be disrupted by any number of geopolitical factors, including political unrest and significant weather events. Such disruptions may require additional capital or operating expenditure by us or force reductions in our production volumes.

The non-residential construction end market is cyclical and affects market conditions for our products and services.

The non-residential construction end market is cyclical, and the downturn in the non-residential construction end market has caused a decline in the demand for our products. Certain of our products are primarily used in the non-residential construction end market and therefore our sales and earnings are strongly influenced by decreased non-residential construction activity. Non-residential construction activity can decline because of many other factors that we cannot control, such as a decline in general economic activity or the availability of credit, a decrease in infrastructure spending, an increase in raw material and overall construction costs and interest rate increases.

A portion of our business relies on home improvement and new home construction activity levels, both of which are inherently cyclical and recently experienced a significant downturn.

A portion of our business relies on residential new construction and repair and refurbishment end markets. The residential new construction market, which is cyclical in nature, has undergone a significant downturn marked by declines in the demand for new homes, an oversupply of new and existing homes on the market and a reduction in the availability of financing for homebuyers. The oversupply of existing homes held for sale has been exacerbated by a growing number of home mortgage foreclosures, which has contributed to the downward pressure on home prices. Low levels of consumer confidence, high levels of unemployment and the downward pressure on home prices have made it more difficult for some homeowners to make additional investments in their homes, such as remodeling projects. Further, disruptions in the credit markets have limited the ability of consumers to finance home improvements. In addition, the economic turmoil has caused certain shifts in consumer preferences and purchasing practices and has resulted in changes in the business models and strategies of our customers. Such shifts, which may or may not be long-term, have altered the nature and prices of products demanded by the end consumer and our customers. If we do not timely and effectively respond to these changing consumer preferences, our relationships with our customers could be adversely affected, the demand for our products could be reduced and our market share could be negatively affected.

If we lose our senior management or key personnel, our business may be materially and adversely affected.

The success of our business is largely dependent on our senior management team, as well as on our ability to attract and retain other qualified key personnel. In addition, there is significant demand in our industry for skilled workers. We cannot assure you that we will be able to retain all of our current senior management personnel and to attract and retain other necessary personnel, including skilled workers, necessary for the development of our business. The loss of the services of senior management and other key personnel or the failure to attract additional personnel as required could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to recalls, product liability claims or may incur costs related to product warranties that may materially and adversely affect our business.

Meeting or exceeding many government-mandated safety standards is costly and requires manufacturers to remedy defects related to motor vehicle safety through recall campaigns if the products do not comply with safety standards. If we, customers or government regulators determine that a product is defective or does not comply with safety standards prior to the start of production, the launch of a product could be delayed until such defect is remedied. The costs associated with any protracted delay of a product launch or a recall campaign to remedy defects in products that have been sold could be substantial.

 

37

Table of Contents

We face an inherent risk of product liability claims if product failure results in any claim for injury or loss. Litigation is inherently unpredictable and these claims, regardless of their outcome, may be costly, divert management attention and adversely affect our reputation. Supplier consolidation and the increase in low-cost country sourcing may increase the likelihood of receiving defective materials, thereby increasing the risk of product failure and resulting liability claims. In addition, even if we are successful in defending against a claim relating to our products, claims of this nature could cause our customers to lose confidence in our products and us.

From time to time, we receive product warranty claims from our customers, pursuant to which we may be required to bear costs of repair or replacement of certain of our products. Vehicle manufacturers are increasingly requiring their outside suppliers to participate in the warranty of their products and to be responsible for the operation of these component products in new vehicles sold to consumers. Warranty claims may range from individual customer claims to full recalls of all products in the field. We cannot assure you that costs associated with providing product warranties will not be material.

Our insurance may not fully cover all future losses we may incur.

Manufacturers of products such as ours are subject to inherent risks. We maintain an amount of insurance protection that we consider adequate, but we cannot provide any assurance that our insurance will be sufficient or provide effective coverage under all circumstances and against all hazards or liabilities to which we may be subject. Specifically, our insurance may not be sufficient to replace facilities or equipment that are damaged in part or in full. Damages or third party claims for which we are not fully insured could hurt our financial results and materially harm our financial condition. Further, due to rising insurance costs and changes in the insurance markets, insurance coverage may not continue to be available at all or at rates or on terms similar to those presently available. Additionally, our insurance may subject us to significant deductibles, self-insured retentions, retrospectively rated premiums or similar costs. Any losses not covered by insurance could have a material adverse effect on us. We typically purchase business interruption insurance for our facilities. However, if we have a stoppage, our insurance policies may not cover every contingency and may not be sufficient to cover all of our lost revenues. In the future, we may be unable to purchase sufficient business interruption insurance at desirable costs.

We supply products to industries which are subject to inherent risks, including equipment defects, malfunctions and failures and natural disasters, which could result in unforeseen and damaging events. These risks may expose us, as an equipment operator and supplier, to liability for personal injury, wrongful death, property damage, pollution and other environmental damage. The insurance we carry against many of these risks may not be adequate to cover our claims or losses. Further, insurance covering the risks we expect to face or in the amounts we desire may not be available in the future or, if available, the premiums may not be commercially justifiable. If we were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if we were to incur liability at a time when we were not able to obtain liability insurance, our business, results of operations, cash flows and financial condition could be negatively impacted. If our clients suffer damages as a result of the occurrence of such events, they may reduce their business with us.

We are subject to risks from litigation that may materially impact our operations.

We face an inherent business risk of exposure to various types of claims and lawsuits. We are involved in various intellectual property, product liability, product warranty, environmental claims and lawsuits, including other legal proceedings that arise in the ordinary course of our business. Although it is not possible to predict with certainty the outcome of every claim and lawsuit and the range of probable loss, we believe these lawsuits and claims will not individually or in the aggregate have a material impact on our results. However, we could in the future be subject to various lawsuits, including intellectual property, product liability, product warranty, environmental claims and antitrust claims, among others and incur judgments or enter into settlements of lawsuits and claims that could have a material adverse effect on our results of operations in any particular period.

Failure to develop, obtain and protect intellectual property rights could adversely affect our competitive position.

Our success depends on our ability to develop technologies and inventions used in our products and to brand such products, to obtain intellectual property rights in such technologies, inventions, and brands, and to protect and enforce such intellectual property rights. In this regard, we rely on U.S. and foreign trademark, patent,

 

38

Table of Contents

copyright, and trade secret laws, as well as license agreements, nondisclosure agreements, and confidentiality and other contractual provisions. Nevertheless, the technologies and inventions developed by our engineers in the future may not prove to be as valuable as those of competitors, or competitors may develop similar or identical technologies and inventions independently of us and before we do.

We may not be able to obtain patents or other intellectual property rights in our new technologies and inventions or, if we do, the scope of such rights may not be sufficiently broad to afford us any significant commercial advantage over our competitors. Owners of intellectual property rights that we need to conduct our business as it evolves may be unwilling to license such intellectual property rights to us on terms we consider reasonable. Competitors and others may successfully challenge the ownership, validity, and/or enforceability of our intellectual property rights. In the past, pirates have counterfeited certain of our products and sold them under our trademarks, which has led to loss of sales. It is difficult to police such counterfeiting, particularly on a worldwide basis, and the efforts we take to stop such counterfeiting may not be effective.

Our other efforts to enforce our intellectual property rights against infringers may not prove successful and will likely be time-consuming and expensive and divert management’s attention from the day-to-day operation of our business. Adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets and manufacturing expertise. If we fail to successfully enforce our intellectual property rights, our competitive position could suffer, which could harm our business, financial condition, results of operations and cash flows. We operate in industries with respect to which there are many patents, and it is not possible for us to ascertain that none of our products infringes any patents. If we were found to infringe any patent rights or other intellectual property rights of others, we could be required to pay substantial damages or we could be enjoined from offering certain products and services.

Our information technology systems suffer from certain deficiencies, which we are in the process of remedying.

Through acquisitions of other companies, we have inherited multiple stand-alone Enterprise Resource Planning (“ERP”) systems, and in general our information technology (“IT”) systems are decentralized. This decentralization leads to security risks and makes access to common applications cumbersome. We are in the midst of several large-scale IT projects, including with respect to ERP systems, consolidation of applications and servers, and global Wide Area Network. The costs of such projects may exceed the amounts we have budgeted for them, and any material failures in the execution of such projects may hinder our day-to-day operations.

Longer product lives of automotive parts are adversely affecting aftermarket demand for some of our products.

The average useful life of automotive parts has steadily increased in recent years due to innovations in products, technologies and manufacturing processes. The longer product lives allow vehicle owners to replace parts of their vehicles less often. As a result, a portion of sales in the aftermarket has been displaced. This has adversely impacted, and could continue to adversely impact, our aftermarket sales. Also, any additional increases in the average useful lives of automotive parts would further adversely affect the demand for our aftermarket products.

Pricing pressures from our customers may adversely affect our business.

We face the greatest pricing pressure from our customers in the automotive Original Equipment (“OE”) end market. Virtually all vehicle manufacturers seek price reductions in both the initial bidding process and during the term of the award. We are also, from time to time, subject to pricing pressures from customers in our other markets. If we are not able to offset price reductions through improved operating efficiencies and reduced expenditures or new product introduction, those price reductions may have a material adverse effect on our results of operations.

We may not be able to accurately forecast demand or meet significant increases in demand for our products.

We order raw materials and supplies and plan production based on discussions with our customers and internal forecasts of demand. If we are unable to accurately forecast demand for our products, in terms of both volume and specific products, we may experience delayed product shipments and customer dissatisfaction. Additionally, if demand increases significantly from what has been a historical low for production over the last two

 

39

Table of Contents

years, both we and our suppliers may have difficulty meeting such demand, particularly if such demand increases occur rapidly. Failure to accurately forecast demand or meet significant increases in demand could have an adverse impact on our business, financial condition and operating results.

We are dependent upon our lenders for financing to execute our business strategy and meet our liquidity needs and the lack of adequate financing could negatively impact our business.

In the current volatile credit market, there is risk that any lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to: extending credit up to the maximum permitted by a credit facility, allowing access to additional credit features and otherwise accessing capital and/or honoring loan commitments. If our lenders failed to honor their legal commitments under our senior secured revolving credit facility, it could be difficult in this environment to replace our senior secured revolving credit facility on similar terms.

We may in the future dispose of non-core businesses or acquire related businesses, which we may not be able to successfully integrate, and we may be unable to recoup our investment in these businesses.

From time to time we may make strategic acquisitions of complementary businesses to expand our product portfolio and geographic presence and may dispose of non-core businesses. Acquisitions and disposals, particularly investments in emerging markets, involve legal, economic and political risks. We also encounter risks in the selection of appropriate investment and disposal targets, execution of the transactions and integration of acquired businesses.

While we believe we have successfully integrated the operations we have acquired, we may not be able to effectively integrate newly acquired companies or successfully implement appropriate operational, financial and management systems and controls to achieve the benefits expected to result from these acquisitions. As a result, we may not be able to recoup our investment in those acquisitions or achieve the economic benefits that we anticipate from these acquisitions. Our efforts to integrate these businesses could be affected by a number of factors beyond our control, such as general economic conditions and increased competition. In addition, the process of integrating these businesses could cause the interruption of, or loss of momentum in, the activities of our existing business. The diversion of management’s attention and any delays or difficulties encountered in connection with the integration of these businesses could negatively impact our business and results of operations.

Environmental compliance costs and liabilities and responses to concerns regarding climate change could affect our financial condition, results of operations and cash flows adversely.

Our operations and properties are subject to stringent U.S. and foreign, federal, state, local and provincial laws and regulations relating to environmental protection, including laws and regulations governing the investigation and clean up of contaminated properties as well as air emissions, water discharges, waste management and disposal and workplace health and safety. Such laws and regulations affect all of our operations, are continually changing, are generally different in every jurisdiction and can impose substantial fines and sanctions for violations. Further, they may require substantial clean-up costs for our properties (many of which are sites of long-standing manufacturing operations) and the installation of costly pollution control equipment or operational changes to limit pollution emissions and/or decrease the likelihood of accidental releases of regulated materials. We must conform our operations and properties to these laws and adapt to regulatory requirements in all jurisdictions as these requirements change.

Hydrocarbons, chlorinated solvents or other hazardous substances or wastes may have been disposed or released on, under or from properties owned, leased or operated by us or on, under or from other locations where such substances or wastes have been taken for disposal. As a result, these properties may be subject to investigatory, cleanup and monitoring requirements under U.S. and foreign, federal, state, local and provincial environmental laws and regulations. Such liability may be imposed without regard to the legality of the original actions and without regard to whether we knew of, or were responsible for, the presence of such hazardous or toxic substances, and such liability may be joint and several with other parties. If the liability is joint and several, we could be responsible for payment of the full amount of the liability, whether or not any other responsible party also is liable.

 

40

Table of Contents

We have experienced, and expect to continue to experience, both operating and capital costs to comply with environmental laws and regulations, including costs (both legal and technical) associated with the clean-up and investigation of some of our current and former properties as well as our offsite disposal locations. We are currently performing environmental investigations and remediation at a number of former and current facilities in the United States and Canada, as well as at a facility in Belgium. We have incurred and will continue to incur costs to investigate and remediate conditions at those sites. We are also incurring costs associated with contamination at approximately twenty offsite waste disposal sites. We have established reserves with respect to such remediation matters. In addition to these costs, new laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination, the imposition of new clean-up requirements, or new claims for property damage, personal injury or damage to natural resources arising from environmental matters could require us to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on our business, financial condition and results of operations.

In addition, increasing efforts globally to control emissions of carbon dioxide, methane and other greenhouse gases (“GHG”), have the potential to impact our facilities, products or customers. Certain countries, states, provinces and regulatory agencies have taken steps, or are in the process of evaluating options, including so-called “cap and trade” systems, to regulate GHG emissions. The stringency of these measures varies among jurisdictions where we have operations. These developments and further legislation that is likely to be enacted in other countries, states or provinces could affect our operations both positively and negatively. Changes in other environmental regulations could also adversely affect the demand for or suitability of some of our products.

We are exposed to exchange rate fluctuations in the international markets in which we operate. A decrease in the value of any of these currencies relative to the U.S. dollar could reduce profits from international operations and the recorded value of our international net assets.

We conduct operations in many areas of the world involving transactions denominated in a variety of functional currencies, which are other than our reporting currency. We are subject to currency exchange rate risk to the extent that our costs may be denominated in currencies other than those in which we earn and report revenues and vice versa. In addition, since our financial statements are denominated in U.S. dollars, changes in currency exchange rates between the U.S. dollar and our various functional currencies have had, and will continue to have, an impact on our earnings.

We also face risks arising from the imposition of exchange controls and currency devaluations. Exchange controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing controls. Currency devaluations result in a diminished value of funds denominated in the currency of the country instituting the devaluation. Actions of this nature, if they occur or continue for significant periods of time, could have an adverse effect on our results of operations and financial condition in any given period.

Our reporting currency is the U.S. dollar. Gains and losses from the remeasurement of assets and liabilities that are receivable or payable in a currency other than functional currency are included in the consolidated statements of operations. The remeasurement has caused the U.S. dollar value of our international results of operations to vary with exchange rate fluctuations, and the U.S. dollar value of our international results of operations will continue to vary with exchange rate fluctuations.

A fluctuation in the value of any of these currencies relative to the U.S. dollar could reduce our profits from non-U.S. operations and the translated value of the net assets of our non-U.S. operations when reported in U.S. dollars in our financial statements. This could have a negative impact on our business, financial condition or results of operations as reported in U.S. dollars. In addition, fluctuations in currencies relative to currencies in which the earnings are generated may make it more difficult to perform period-to-period comparisons of our reported results of operations.

We anticipate that there will be instances in which costs and revenues will not be exactly matched with respect to currency denomination. As a result, to the extent we expand geographically, we expect that increasing portions of our revenues, costs, assets and liabilities will be subject to fluctuations in foreign currency valuations. We may experience economic loss and a negative impact on earnings or net assets solely as a result of foreign currency exchange rate fluctuations. Further, the markets in which we operate could restrict the removal or conversion of the local or foreign currency, resulting in our inability to hedge against these risks.

 

41

Table of Contents

We may be adversely impacted by work stoppages and other labor matters.

As of July 2, 2011, we had approximately 28,200 employees worldwide. Approximately 2,400 of our employees in the United States and Canada are represented by various unions under collective bargaining agreements, including several that expire over the next twelve months. While we have no reason to believe that we will be impacted by work stoppages and other labor matters, we cannot assure that future issues with our labor unions will be resolved favorably or that we will not encounter future strikes, work stoppages, or other types of conflicts with labor unions or our employees. Any of these factors may have an adverse effect on us or may limit our flexibility in dealing with our workforce. In addition, many of our customers have unionized work forces. If one or more of our customers experience a material work stoppage, it could have a material adverse effect on our business, results of operations and financial condition.

If we are required to make unexpected payments to any pension plans applicable to our employees, our financial condition may be adversely affected.

Some of our and our subsidiaries’ employees participate in defined benefit pension plans. The plans in the U.K. have a pension deficit as calculated under IAS19. The largest U.S. defined benefit pension plan, the Gates Group Retirement Plan also has a pension deficit. Tomkins has guaranteed the obligations of Gates UK Limited to its pension plan, and the obligations of Tomkins’ subsidiary that is the “principal employer” of the one section of the 2008 pension plan that is not directly sponsored by Tomkins. Various factors, such as changes in actuarial estimates and assumptions (including in relation to life expectancy and rate of return on assets) as well as actual return on assets, can increase the expenses and liabilities of the defined benefit pension plans. The assets and liabilities of the plans must be valued from time to time under applicable funding rules and as a result we may be required to increase the cash payments we make under these defined benefit pension plans. For a further description of the pension deficit see the notes to our financial statements included elsewhere in this prospectus.

We could also be required at any time to make accelerated payments up to the full buy-out deficit in our defined benefit pension plans, which would likely be far higher than the normal ongoing funding cost of the plans, if we receive a “Contribution Notice” or a “Financial Support Direction” from the U.K. Pensions Regulator or if we are required to terminate one or more of the U.S. defined benefit pension plans by the U.S. Pension Benefit Guarantee Corporation (“PBGC”). A Contribution Notice typically can be issued where there has been an act or omission which is materially detrimental to the pension plan or has as one of its main purposes the prevention of the recovery of a debt due to the plan or the compromise or settlement of such a debt. A Financial Support Direction can be issued at any time where the employer in the plan is either a services company or insufficiently resourced (meaning that its net assets are less than fifty percent of its share of the buy-out deficit in the relevant plan, and there are other group companies who have sufficient assets to make up the difference). The PBGC may institute proceedings to terminate a U.S. defined benefit pension plan for a number of reasons, including if it determines that a plan will be unable to pay benefits when due or if the possible long-run loss of the PBGC with respect to a plan may reasonably be expected to increase unreasonably if the plan is not terminated.

Our reported results of operations and financial condition may be adversely affected to the extent that we are required to make any additional payments to any relevant defined benefit pension plans in excess of the amounts assumed in our current plans or that we must report higher pension plan expenses under IAS19.

Terrorist acts, conflicts and wars may materially adversely affect our business, financial condition and results of operations.

As a company with a large international footprint, we are subject to increased risk of damage or disruption to us, our employees, facilities, partners, suppliers, distributors, resellers or customers due to terrorist acts, conflicts and wars, wherever located around the world. The potential for future attacks, the national and international responses to attacks or perceived threats to national security, and other actual or potential conflicts or wars have created many economic and political uncertainties. Although it is impossible to predict the occurrences or consequences of any such events, they could result in a decrease in demand for our products, make it difficult or

 

42

Table of Contents

impossible to deliver products to our customers or to receive components from our suppliers, create delays and inefficiencies in our supply chain and result in the need to impose employee travel restrictions, and thereby adversely affect our business, financial condition, results of operations and cash flows.

We have taken, and continue to take, cost-reduction actions, which may expose us to additional production risk and we may not be able to maintain the level of cost reductions that we have achieved.

We have been reducing costs in all of our businesses and have discontinued product lines, exited businesses, consolidated manufacturing operations and reduced our employee population. The impact of these cost-reduction actions on our sales and profitability may be influenced by many factors and we may not be able to maintain the level of cost savings that we have achieved depending on our ability to successfully complete these efforts. In connection with the implementation and maintenance of our cost-reduction measures, we may face delays in implementation of anticipated workforce reductions, a decline in employee morale and a potential inability to meet operational targets due to an inability to retain or recruit key employees.

We are dependent on market acceptance of new product introductions and product innovations for continued revenue growth.

The markets in which we operate are subject to technological change. Our long-term operating results depend substantially upon our ability to continually develop, introduce, and market new and innovative products, to modify existing products, to respond to technological change, and to customize certain products to meet customer requirements. There are numerous risks inherent in this process, including the risks that we will be unable to anticipate the direction of technological change or that we will be unable to develop and market new products and applications in a timely fashion to satisfy customer demands.

 

43

Table of Contents

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of initial notes, the terms of which are identical in all material respects to the exchange notes, including with respect to the interest rate and maturity, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The initial notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our indebtedness.

 

44

Table of Contents

CAPITALIZATION

The following table sets forth our capitalization as of July 2, 2011. The table below should be read in conjunction with “Unaudited Pro Forma Financial Information,” “Selected Historical Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements, including the related notes, appearing elsewhere in this prospectus.

 

$ in millions    As of July 2, 2011
Actual
(Unaudited)		  

Cash and cash equivalents

    $ 370.0   
  

 

 

  

Collateralized cash (1)

    $ 18.3   
  

 

 

  

Senior secured credit facilities(2):

   

Revolving credit facility

      — (3) 

Term Loan A facility

      281.2   

Term Loan B facility

      1,668.9   

Second Lien Notes

      1,150.0 (4) 

Loan note alternative

      16.0   

Medium term notes

      185.2   

Other existing indebtedness

      9.0   
  

 

 

  

Total principal debt

      3,310.3   

Shareholders’ equity

      2,209.6   
  

 

 

  

Total capitalization

    $ 5,519.9   
  

 

 

  

 

(1) Included within trade and other receivables in our consolidated balance sheet.
(2) We initially borrowed $300.0 million under the Term Loan A facility and $1,700.0 million under the Term Loan B facility. On December 29, 2010, we prepaid $4.0 million against the Term Loan A facility and $22.7 million against the Term Loan B facility. During 6M 2011, we made amortization payments of $14.8 million against the Term Loan A facility and of $8.4 million against the Term Loan B facility.
(3) We have a revolving credit facility of $300 million. See “Description of Certain Indebtedness—Description of Senior Secured Credit Facilities.” As at July 2, 2011, there were no drawings for cash but there were letters of credit amounting to $38.7 million outstanding against the facility.
(4) On August 3, 2011, we issued notice to the holders of the Second Lien Notes of our intention to exercise a call option in full, which will become effective on September 2, 2011. The redemption of $115.0 million will be funded by the proceeds from the disposal of Stackpole (see note 21 to the unaudited condensed consolidated financial statements included elsewhere in this prospectus).

 

45

Table of Contents

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Introduction

The unaudited pro forma financial information has been prepared to reflect the following Events:

 

  •  

the Acquisition;

 

  •  

the incurrence of indebtedness under our senior secured credit facilities and the initial notes which was used to partially finance the Acquisition;

 

  •  

the tender offer to purchase the outstanding 2011 Notes and 2015 Notes that we made in September 2011 as a requirement of the senior secured credit facility agreement (settlement of the tendered notes occurred in October 2010);

 

  •  

the exercise by certain holders of our 2011 Notes and 2015 Notes of their right to put the notes to us that occurred in November 2010 (the put rights having arisen as a consequence of the ratings downgrade that resulted from the Acquisition); and

 

  •  

the tender offer to purchase the outstanding 2011 Notes that we made in December 2010 as a requirement of the senior secured credit facility agreement (settlement of the tendered notes took place in January 2011).

The Events are described in more detail in “Summary—The Transactions” included elsewhere in this prospectus.

Basis of preparation

The unaudited pro forma financial information comprises the unaudited pro forma condensed consolidated income statements of Holdings (i) for the year ended December 31, 2010 (“Fiscal 2010”), which is based on the consolidated income statement of the Predecessor for the period from January 3, 2010 to September 24, 2010 (“9M 2010”) and on the consolidated income statement of the Successor for the period from September 25, 2010 to December 31, 2010 (“Q4 2010”) that are included elsewhere in this prospectus; and (ii) for the 26-week period ended July 3, 2010 (“6M 2010”), which is based on the unaudited condensed consolidated income statements for the period that is included elsewhere in this prospectus. Pro forma financial information for 6M 2010 is presented for the purposes of facilitating the discussion in management discussion and analysis of the 6M 2011 results.

The unaudited pro forma adjustments described in the accompanying notes give effect to the Events as if they had occurred on January 3, 2010. The unaudited pro forma adjustments are based on currently available information and certain assumptions that we believe are reasonable and supportable.

The unaudited pro forma financial information does not give effect to items of income and expense (including costs directly attributable to the Acquisition) that were incurred in connection with the Events but will not have a continuing impact for us beyond the twelve months following completion of the Events.

The unaudited pro forma financial information is presented solely for informational purposes and is not intended to represent or be indicative of the consolidated income statement of the Company had the Events been completed as of January 3, 2010, nor is it necessarily indicative of future results. The unaudited pro forma financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of Holdings and related notes included elsewhere in this prospectus.

The unaudited pro forma adjustments do not reflect any other transactions since January 3, 2010.

 

46

Table of Contents

The Acquisition

Tomkins Acquisitions made an offer to acquire the entire issued and to be issued share capital of Tomkins for 325 pence per ordinary share in cash.

The purchase consideration was $4,615.4 million (converted from Sterling into U.S. dollars using the exchange rate implicit in forward currency contracts entered into by the Sponsors to hedge their currency exposure with regard to the purchase consideration) and included the cost of acquiring all shares that were the subject of share option and other share-based incentive schemes. The purchase consideration was settled as to $4,535.0 million in cash, $45.5 million in loan notes and $34.9 million in options granted over ordinary “B” shares in Holdings.

The Acquisition was accounted for by Holdings as a business combination in accordance with IFRS 3 (Revised 2008) “Business Combinations.” Goodwill amounting to $1,742.1 million was recognized on the Acquisition which represented the excess of the aggregate of the purchase consideration and the amount of the non-controlling interests in Tomkins over the identifiable assets and liabilities of Tomkins measured at the effective date of the Acquisition, as follows:

 

     $ in millions  

Consideration

      4,615.4  

Non-controlling interests

      304.5  
  

 

 

  
     4,919.9  

Identifiable assets and liabilities acquired

      (3,177.8 ) 
  

 

 

  

Goodwill

      1,742.1  
  

 

 

  

Holdings initially recognized the identifiable assets and liabilities of Tomkins measured at their fair value at the effective date of the Acquisition, except for the following items that were measured in accordance with the relevant accounting policies set out in note 3 to the consolidated financial statements of Holdings:

 

  •  

pensions and other post-employment benefit arrangements;

 

  •  

equity instruments related to the replacement of share-based incentives awarded to the employees of Tomkins;

 

  •  

deferred tax assets and liabilities of Tomkins; and

 

  •  

assets classified as held for sale.

Non-controlling interests in Tomkins were measured at the proportionate share of the non-controlling interests in the identifiable assets and liabilities of Tomkins.

A detailed analysis of the identifiable assets and liabilities of Tomkins at the effective date of the Acquisition is presented in note 41 to the consolidated financial statements of Holdings.

Management has not yet finalized its assessment of the fair values at the effective date of the Acquisition of certain identifiable intangible assets and items of property, plant and equipment. Management expects to finalize the assessment during the third quarter of 2011 and does not expect any adjustments arising from the completion of the assessment to give rise to any material changes to the unaudited pro forma financial information.

 

47

Table of Contents

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

Year Ended December 31, 2010

(dollars in millions)

 

     Successor           Predecessor     Pro Forma
Adjustments 		    Pro
Forma		  
     Q4 2010           9M 2010     Acquisition
accounting
adjustments 		    Draw-
down of
new  debt		     Repayment
of Tomkins
debt 		    Other     Fiscal
2010		  

Continuing operations

                    

Sales

      1,181.3             3,270.4       —          —          —          —          4,451.7  

Cost of sales

      (950.3 )           (2,223.8 )      107.8  (A)      —          —          —          (3,066.3 ) 
  

 

 

         

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Gross profit

      231.0             1,046.6       107.8        —          —          —          1,385.4  

Distribution costs

      (137.1 )           (362.0 )      —          —          —          —          (499.1 ) 

Administrative expenses

      (217.3 )           (327.3 )      (88.2 ) (A),(B)      —          —          (2.4 ) (F)      (635.2 ) 

Transaction costs

      (78.2 )           (41.2 )      118.8  (B)      —          —          —          (0.6 ) 

Restructuring costs

      (3.7 )           (10.0 )      —          —          —          —          (13.7 ) 

Net gain on disposals and on the exit of businesses

      —               6.3       —          —          —          —          6.3  

Share of profit of associates

      1.0             0.8       —          —          —          —          1.8  
  

 

 

         

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Operating (loss)/profit

     (204.3 )           313.2       138.4        —          —          (2.4 )      244.9  
 

Interest expense

      (90.8 )           (71.4 )      —          (208.7 ) (C)      10.0  (D)      —          (360.9 ) 

Investment income

      18.7             48.0       —          —          —          —          66.7  

Other finance (expense)/income

      (27.1 )           (2.7 )      47.6  (B)      —          7.5  (E)      —          25.3  
  

 

 

         

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net finance (costs)/income

      (99.2 )           (26.1 )      47.6        (208.7 )      17.5        —          (268.9 ) 
  

 

 

         

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

(Loss)/profit before tax

      (303.5 )           287.1       186.0        (208.7 )      17.5        (2.4 )      (24.0 ) 

Income tax benefit/(expense)

      34.1            (62.5 )      (5.9 ) (G)      72.6  (G)      —          —          38.3  
  

 

 

         

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

(Loss)/profit for the period from continuing operations

      (269.4 )           224.6       180.1        (136.1 )      17.5        (2.4 )      14.3  
  

 

 

         

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

 

48

Table of Contents

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

Six Months Ended July 3, 2010

(dollars in millions)

 

     Predecessor             Pro Forma
Adjustments 		    Pro
Forma		  
     6M 2010             Acquisition
accounting
adjustments 		    Draw-
down of
new debt		     Repayment
of Tomkins
debt		     Other     6M 2010  

Continuing operations

                 

Sales

      2,225.7            —          —          —          —          2,225.7  

Cost of sales

      (1,500.3 )          (19.7 ) (A)      —          —          —          (1,520.0 ) 
  

 

 

        

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Gross profit

      725.4            (19.7 )      —          —          —          705.7  

Distribution costs

      (245.2 )          —          —          —          —          (245.2 ) 

Administrative expenses

      (211.9 )          (68.9 ) (A)      —          —          (1.5 ) (F)      (282.3 ) 

Transaction costs

      (2.7 )          2.3  (B)      —          —          —          (0.4 ) 

Restructuring costs

      (8.5 )          —          —          —          —          (8.5 ) 

Net gain on disposals and on the exit of businesses

      1.0            —          —          —          —          1.0  

Share of profit of associates

      0.4            —          —          —          —          0.4  
  

 

 

        

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Operating profit

     258.5            (86.3 )      —          —          (1.5 )      170.7  
 

Interest expense

      (48.0 )          —          (138.0 ) (C)      4.4  (D)      —          (181.6 ) 

Investment income

      32.0            —          —          —          —          32.0  

Other finance expense

      (2.5 )          —          —          (1.6 ) (E)      —          (4.1 ) 
  

 

 

        

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net finance costs

      (18.5 )          —          (138.0 )      2.8         —          (153.7 ) 
  

 

 

        

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Profit before tax

      240.0            (86.3 )      (138.0 )      2.8        (1.5 )      17.0  

Income tax (expense)/benefit

      (63.1 )          31.6  (G)      51.8  (G)      —          —          20.3  
  

 

 

        

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Profit for the period from continuing operations

      176.9             (54.7 )      (86.2 )      2.8        (1.5 )      37.3  
  

 

 

        

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

 

49

Table of Contents

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED INCOME STATEMENT

(dollars in millions)

Adjustments relating to the Acquisition

(A) Acquisition accounting adjustments

We have adjusted for the effect on the unaudited pro forma financial information of certain of the acquisition accounting adjustments to the carrying amount of the identifiable assets and liabilities of Tomkins as at the effective date of the Acquisition as follows:

Cost of Sales

Pro forma cost of sales for Fiscal 2010 has been increased by $28.7 million to reflect the additional depreciation expense that would have been recognized during 9M 2010 on the fair value uplift to the carrying amount of the property, plant and equipment held by Tomkins. Similarly, pro forma cost of sales for 6M 2010 has been increased by $19.7 million.

As a result of accounting for the Acquisition, the carrying amount of the inventory held by Tomkins was uplifted by $136.5 million. As this inventory was sold by our businesses during Q4 2010, the effect of the uplift was a non-recurring increase of $136.5 million to cost of sales during Q4 2010 which has therefore been reversed in arriving at pro forma cost of sales for Fiscal 2010.

 

$ in millions    Pro forma
Fiscal  2010		     Pro forma
6M  2010		  

Additional depreciation expense

      (28.7 )      (19.7 ) 

Reversal of fair value uplift to inventory

      136.5       —    
  

 

 

    

 

 

  

Adjustment to cost of sales

      107.8       (19.7 ) 
  

 

 

    

 

 

  

Administrative Expenses

Pro forma administrative expenses for Fiscal 2010 have been increased by $100.8 million principally to reflect the additional amortization expense that would have been recognized during 9M 2010 on the fair value uplift to the carrying amount of the identifiable intangible assets held by Tomkins on the date of the Acquisition. Similarly, pro forma administrative expenses for 6M 2010 have been increased by $68.9 million.

(B) Costs relating to the Acquisition

Administrative Expenses

During the third quarter of 2010, the Predecessor recognized an accelerated compensation expense of $12.6 million in its continuing operations in respect of the early vesting of certain of its employee share schemes as a consequence of the Acquisition. As there is no continuing impact on Holdings, the additional compensation expense has been reversed as a pro forma adjustment in Fiscal 2010.

Transaction Costs

Costs recognized by continuing operations in relation to the Acquisition during the second, third and fourth quarters of 2010 amounted to $118.8 million (including $2.3 million incurred in 6M 2010). As there is no continuing impact on Holdings, all of these transaction costs have been reversed as pro forma adjustments in Fiscal 2010 and in 6M 2010.

 

50

Table of Contents

Other Finance (Expense)/Income

During Q4 2010, the Successor recognized a currency translation loss of $47.6 million on the Acquisition due to the change in the rate of exchange between Sterling (in which the purchase consideration was denominated) and the U.S. dollar (the functional currency of the acquiring entity) in the period between the effective date of the Acquisition and the payment of the consideration to the former shareholders in Tomkins. As there is no continuing impact on Holdings, the currency translation loss has been reversed as a pro forma adjustment in Fiscal 2010.

Draw-Down of New Debt

(C) Additional Interest Expense

We have adjusted the pro forma financial information to reflect the interest expense that would have been recognized had the notes and the amounts drawn against the senior secured credit facilities as at December 31, 2010 been outstanding throughout Fiscal 2010.

We have calculated the additional interest expense on the notes using the effective interest rate method, based on the coupon rate of 9% and taking into account the deferred financing costs attributed to the notes.

Borrowings under the senior secured credit facilities bear interest at a floating rate, which can be either based on LIBOR plus an applicable margin or, at our option, based on a base rate as defined in the credit agreement plus an applicable margin. Both LIBOR and the base rate are subject to a floor.

We have calculated the additional interest expense on our senior secured credit facilities using the effective interest rate method, based on the amounts drawn against the facilities and the terms of the facilities as they existed as at December 31, 2010 and taking into account the deferred financing costs that were attributed to the amounts drawn under the facilities. We have not taken into account the effect on interest expense of the re-pricing of the senior secured credit facilities that became effective on February 17, 2011.

As at December 31, 2010, interest payable in relation to our borrowings under the senior secured credit facilities was based upon 3-month U.S.$ LIBOR, which was 0.29% but was subject to a floor of 1.75%. Accordingly, the interest expense has been calculated as follows:

 

  •  

on the $296.0 million outstanding against the Term Loan A credit facility, based on interest payable at 6.00% per annum (LIBOR floor + the applicable margin of 4.25%) and the amortization of the commitment fee and other attributable financing costs over the 5-year term of the facility;

 

  •  

on the $300 million revolving credit facility, fees totalling 4.50% per annum on the $40.3 million drawn by way of letters of credit, a commitment fee of 0.75% per annum on the unutilised portion of the facility which amounted to $259.7 million and the amortization of attributable deferred financing costs over the 5-year term of the facility; and

 

  •  

on the $1,677.3 million outstanding against the Term Loan B credit facility, based on interest payable at 6.25% per annum (LIBOR floor + the applicable margin of 4.50%) and the amortization of the commitment fee and other attributable financing costs over the 6-year term of the facility.

On inception of the senior secured credit facilities, the applicable prevailing market interest rates were lower than the floor which applied to LIBOR or the base rate as defined in the credit agreement. Consequently, the floor (an embedded interest rate derivative) was required to be separated from each of the host loan contracts. On inception of the facilities, the fair value of the embedded derivatives was a liability of $69.8 million. We recognized the embedded derivative as a separate liability in the Successor’s balance sheet and reduced by an equivalent amount the carrying amounts of the borrowings under the Term Loan A facility and the Term Loan B facility. We are amortizing to profit or loss the adjustments to the carrying amounts of the borrowings under the Term Loan A facility and the Term Loan B facility using the effective interest method over the respective terms of the facilities. We have adjusted the unaudited pro forma financial information to reflect the additional amortization of $14.8 million for Fiscal 2010 and $7.3 million for 6M 2010, that would have been recognized had inception of the senior secured credit facilities occurred at the beginning of Fiscal 2010.

 

51

Table of Contents

The pro forma adjustments to interest expense may be analysed as follows:

 

$ in millions    Pro forma Fiscal 2010     Pro forma 6M 2010  
     Interest payable     Other interest
expense		     Total     Interest payable     Other interest
expense		     Total  

Second Lien Notes

      (78.8 )      (5.0 )      (83.8 )      (52.3 )      (3.3 )      (55.6 ) 

Term Loan A credit facility

      (13.0 )      (3.5 )      (16.5 )      (8.8 )      (2.6 )      (11.4 ) 

Term Loan B credit facility

      (78.4 )      (10.4 )      (88.8 )      (52.4 )      (8.1 )      (60.5 ) 

Revolving credit facility (including letters of credit)

      —          (4.8 )      (4.8 )      —          (3.2 )      (3.2 ) 

Amortization of embedded derivatives

      —          (14.8 )      (14.8 )      —          (7.3 )      (7.3 ) 

Adjustment to interest expense

      (170.2 )      (38.5 )      (208.7 )      (113.5 )      (24.5 )      (138.0 ) 

Repayment of the Tomkins Debt

(D) Reduction of Interest Expense

Subsequent to the Acquisition, certain of the existing Tomkins debt was redeemed and/or replaced by the new debt. We have adjusted the pro forma financial information such that the interest expense has been reduced by the interest expense that was recognized during the relevant period on the Tomkins debt that was replaced by the Holdings debt subsequent to the Acquisition.

Repayment of Medium Term Notes

When it was acquired by Holdings, Tomkins had £150 million of the 2011 Notes and £250 million of the 2015 Notes outstanding. Following the Acquisition, the principal amount outstanding on the 2011 Notes was reduced by £47.9 million to £102.1 million and the principal amount outstanding on the 2015 Notes was reduced by £232.8 million to £17.2 million.

Under the terms of the senior secured credit facilities, Holdings was required to commence a tender offer to purchase the outstanding notes prior to the effective date of the Acquisition and, to the extent that any of the 2011 Notes remained outstanding 90 days after the effective date of the Acquisition, Holdings was required to commence a further tender offer for all outstanding 2011 Notes.

On September 13, 2010, Holdings made the first tender offer required under the senior secured credit facilities to purchase the outstanding 2011 Notes, at a price of 105.787%, and the outstanding 2015 Notes, at a price of 100.50%. Acceptances were received in respect of £40.9 million of the 2011 Notes and £109.3 million of the 2015 Notes. On October 6, 2010, the purchase was completed for total consideration of £153.1 million.

On November 19, 2010, Holdings notified holders of the 2011 Notes and the 2015 Notes that the credit rating of the medium term notes had been withdrawn by Moody’s and downgraded by Standard & Poor’s as a consequence of the Acquisition and that this constituted a put event under the terms of the medium term notes entitling the holders to redeem the medium term notes at par. Put notices were received in respect of £2.1 million of the 2011 Notes and £123.5 million of the 2015 Notes. Settlement took place on December 17, 2010 for total consideration of £125.6 million.

On December 30, 2010, Holdings made the second tender offer required under the senior secured credit facilities to purchase the outstanding 2011 Notes, at a price of 105.00% (plus accrued and unpaid interest). Acceptances were received in respect of a further £4.9 million of the 2011 Notes. Settlement took place on January 19, 2011 for consideration of £5.1 million.

We have calculated the reduction in the interest expense due to the redemption of the 2011 Notes and the 2015 Notes using the effective interest rate method, taking into account the deferred financing costs that were attributed to the medium term notes prior to the Acquisition and the fair value adjustments to the carrying amounts of the medium term notes that were recognized on the effective date of the Acquisition.

 

52

Table of Contents

Overall, therefore, we have reduced interest expense by $27.4 million in Fiscal 2010 and by $17.2 million in 6M 2010, on the assumption that the redemptions of the 2011 Notes and the 2015 Notes took place at the beginning of Fiscal 2010.

Sale of Interest Rate Swaps

Prior to the Acquisition, Tomkins held interest rate swaps to swap the interest payable on the 2011 Notes and the 2015 Notes from fixed to floating interest rates. On September 16, 2010, Tomkins sold these interest rate swaps in anticipation of the Events.

From the beginning of Fiscal 2010 to the date on which they were sold, the interest receivable under the fixed legs of the interest rate swaps exceeded the interest payable under the fixed legs of the interest rate swaps such that they had the effect of reducing the interest payable on the 2011 Notes and the 2015 Notes. We have therefore increased interest expense by $19.0 million in Fiscal 2010 and by $14.1 million in 6M 2010, on the assumption that the interest rate swaps were sold at the beginning of Fiscal 2010.

Letters of Credit

Prior to the Acquisition, Tomkins had a revolving credit facility that was replaced by the revolving credit facility provided under the senior secured credit facilities. During 9M 2010, Tomkins made no borrowings against the revolving credit facility but incurred fees in relation to letters of credit issued under the facility that amounted to $1.6 million, of which $1.3 million was incurred in 6M 2010. As the letters of credit were replaced by letters of credit issued under senior secured credit facilities, we have eliminated these fees from the interest expense recognized in the respective periods.

The pro forma adjustment to interest expense may be analysed as follows:

 

$ in millions    Pro forma Fiscal 2010     Pro forma 6M 2010  
     Interest     Other interest
expense		      Total     Interest
payable		     Other interest
expense		      Total  

2011 Notes

      4.8       3.7        8.5       3.1       2.9        6.0  

2015 Notes

      18.8       0.1        18.9       11.0       0.2        11.2  

Sale of interest rate swaps

      (19.0 )      —           (19.0 )      (14.1 )      —           (14.1 ) 

Revolving credit facility (including letters of credit)

      —         1.6        1.6       —         1.3        1.3  
  

 

 

    

 

 

     

 

 

    

 

 

    

 

 

     

 

 

  

Adjustment to interest expense

      4.6       5.4        10.0       —         4.4        4.4  
  

 

 

    

 

 

     

 

 

    

 

 

    

 

 

     

 

 

  

(E) Adjustment to Other Finance (Expense)/Income

Hedge Ineffectiveness

Prior to the Acquisition, Tomkins had as fair value hedges in relation to the 2011 Notes and the 2015 Notes the interest rate swaps that it held to swap the interest payable on the notes from fixed to floating interest rates. During 9M 2010, Tomkins recognized a net loss of $1.7 million in other finance (expense)/income because there was deemed to be ineffectiveness in the hedging relationship for accounting purposes. Included in this net loss was a net gain of $2.5 million in 6M 2010. We have eliminated these gains and losses from other finance (expense)/income because the interest rate swaps were sold by Tomkins in anticipation of the Events.

Currency Translation Losses

The 2011 Notes and the 2015 Notes and the interest rate swaps that were designated as fair value hedges in relation to them were denominated in Sterling. Translation of these items into the functional currency of the

 

53

Table of Contents

subsidiaries of Holdings that hold them give rise to currency translation differences that are recognised in other finance (expense)/income. We have eliminated from other finance (expense)/income a net currency translation loss of $4.9 million in Fiscal 2010 and a net currency translation loss of $0.9 million in 6M 2010, which was attributable to the translation of the 2011 Notes and the 2015 Notes that were redeemed subsequent to the Acquisition and to the interest rate swaps that were sold by Tomkins in anticipation of the Events.

Loss on Redemption of Medium Term Notes

We have eliminated from other finance (expense)/income the loss of $0.9 million that Holdings recognized on the redemption of the 2011 Notes and the 2015 Notes subsequent to the Acquisition.

The pro forma adjustment to other finance (expense)/income may be analysed as follows:

 

$ in millions    Fiscal 2010      6M 2010  

Hedge ineffectiveness

      1.7         (2.5 )

Currency translation loss

      4.9         0.9   

Loss on redemption of notes

      0.9         —     
  

 

 

     

 

 

  

Adjustment to other finance (expense)/income

      7.5         (1.6 )
  

 

 

     

 

 

  

Other Adjustments

(F) Management Fees Payable to the Sponsors

Holdings is required to pay to the Sponsors annual management fees amounting to $3.0 million. Administrative expenses for Q4 2010 included an expense of $0.6 million in relation to these management fees. Additional expenses of $2.4 million in Fiscal 2010 and $1.5 million in 6M 2010 have been recognized as pro forma adjustments such that the unaudited pro forma financial information reflects the annual management fees payable by Holdings.

(G) Income Tax Adjustments

We have apportioned the pro forma adjustments to the tax jurisdictions in which they would have been recognized and we have tax effected them based on their effect on taxable income in the relevant jurisdiction using the applicable statutory tax rate. In particular, we have tax effected the pro forma adjustments that affect taxable income in the U.K. at the U.K. statutory tax rate of 28% and those that affect taxable income in the United States at the United States statutory tax rate that is applicable to the entity concerned of 37.5%.

 

 

54

Table of Contents

SELECTED HISTORICAL FINANCIAL INFORMATION

The following table sets forth our selected historical financial information for the periods and dates indicated. The following information is only a summary and should be read in conjunction with “Risk Factors,” “Unaudited Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our historical consolidated financial statements and the audited consolidated financial statements of our business and notes thereto included elsewhere in this prospectus, as well as the other financial information included in this prospectus.

The historical financial information as of December 31, 2010 and January 2, 2010 and for Q4 2010, 9M 2010, Fiscal 2009 and Fiscal 2008 have been prepared in accordance with IFRS and have been derived from the audited consolidated financial statements included elsewhere in this prospectus.

The historical financial information as of July 2, 2011 and for 6M 2011 and 6M 2010 have been prepared in accordance with IFRS and have been derived from the unaudited condensed consolidated financial statements included elsewhere in this prospectus.

The historical financial information as of January 3, 2009, December 29, 2007 and December 30, 2006 and for the fiscal years ended December 29, 2007 (“Fiscal 2007”) and December 30, 2006 (“Fiscal 2006”) have also been prepared in accordance with IFRS and have been derived from audited consolidated financial statements not separately presented herein and for Fiscal 2007 and Fiscal 2006 after restatement for the retrospective application of “Amendments to IFRS 2 Share-based Payment – Vesting Conditions and Cancellations,” and after re-presentation of the Sensors & Valves operating segment as a discontinued operation (see note 15 to the audited consolidated financial statements included elsewhere in this prospectus).

 

    Successor     Predecessor     Successor     Predecessor  
    6M 2011     6M 2010     Q4 2010     9M
2010		     Fiscal  
$ in millions           2009     2008     2007     2006  

Selected Consolidated Income Statement Data:

                      

Continuing Operations

                      

Sales

   $ 2,463.3     $ 2,225.7     $ 1,181.3      $ 3,270.4      $ 3,866.5      $ 5,094.9      $ 5,472.6      $ 5,478.2   

Impairments

     —          —          —          —          (73.0 )      (314.3 )      (0.8 )      (2.9 ) 

Restructuring costs

     (18.2 )      (8.5 )      (3.7 )      (10.0 )      (140.9 )      (25.8 )      (27.9 )      (23.9 ) 

Net gain on disposals and on the exit of businesses

     1.2        1.0        —          6.3        0.2        43.0        94.1        5.7   

Gain on amendment of post-employment benefits

     —          —          —          —          63.0        —          —          —     

Operating profit/(loss)

     148.2        258.5        (204.3 )      313.2        88.2        39.2        554.2        515.0   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
     

Profit/(loss) before tax

     23.5        240.0        (303.5 )      287.1        43.9        (31.8 )      499.1        447.2   

Income tax (expense)/benefit

     (30.7 )      (63.1 )      34.1        (62.5 )      (25.1 )      (34.2 )      (124.1 )      (54.7 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
     

(Loss)/profit for the period from continuing operations

     (7.2 )      176.9        (269.4 )      224.6        18.8        (66.0 )      375.0        392.5   

Discontinued Operations

                      

Profit/(loss) for the period from discontinued operations

     18.4        11.9        (0.8 )      19.0        (12.8 )      19.5        (56.5 )      (31.0 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Profit/(loss) for the period

     11.2        188.8        (270.2 )      243.6        6.0        (46.5 )      318.5        361.5   

Non-controlling interests

     (13.0 )      (18.7 )      (0.9 )      (26.2 )      (21.6 )      (18.1 )      (25.0 )      (20.5 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

(Loss)/profit for the period attributable to equity shareholders

   $ (1.8 )    $ 170.1      $ (271.1 )    $ 217.4      $ (15.6 )    $ (64.6 )    $ 293.5      $ 341.0   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
     

Selected Cash Flow Data:

                      

Net cash inflow from operating activities

   $ 159.0      $ 97.8      $ 45.4      $ 194.7      $ 513.0      $ 544.2      $ 552.5      $ 465.4   

Net cash (outflow)/inflow from investing activities

     (18.9 )      (72.9 )      (4,098.8 )      (103.0 )      (135.3 )      (124.0 )      12.2        (379.1 ) 

Net cash (outflow)/inflow from financing activities

     (229.9 )      (138.3 )      4,551.2        (42.1 )      (220.5 )      (401.0 )      (630.4 )      (182.7 ) 

 

55

Table of Contents
     Successor             Predecessor  
     As of             As of  
     July 2,
2011		     December 31,
2010		             January 2,
2010		     January 3,
2009		     December 29,
2007		     December 30,
2006		  

Selected Balance Sheet Data:

                 

Cash and cash equivalents

    $ 370.0      $ 459.3          $ 445.0      $ 291.9      $ 295.9      $ 337.6   

Property, plant and equipment

      1,008.1        1,359.1            1,122.8        1,167.3        1,414.4        1,360.3   

Total assets

      7,608.6        7,552.3            3,673.6        3,770.7        4,472.9        4,565.8   

Total debt(1)

      (3,126.7 )      (3,165.0 )          (707.9 )      (813.0 )      (885.6 )      (1,141.2 ) 

 

(1) Total debt includes bank overdrafts, bank and other loans and obligations under finance leases.

RATIO OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to fixed charges was as follows for the periods presented:

 

     Successor      Predecessor      Pro Forma     Successor     Predecessor  
     6M      6M      Fiscal     Q4     9M      Fiscal  
     2011      2010      2010     2010     2010      2009      2008     2007      2006  
       

Ratio of earnings to fixed charges(1)

      1.15         11.62         0.92        —          9.44         1.71         0.63        6.84         5.58   

Deficiency in ratio(2)

                (25.3 )      (304.5 )            (28.7 )      

 

(1) The ratio of earnings to fixed charges has been calculated based on financial information prepared in accordance with IFRS. For the purpose of calculating this ratio, earnings consist of (loss)/profit before tax from continuing operations before our share of the profit or loss of associates, plus fixed charges and the distributed earnings of associates and less the preference security dividend requirement. Fixed charges consist of interest expense, including the amortization of debt issuance costs, an estimate of the interest within rental expense and, for Fiscal 2007 and Fiscal 2006, the preference security dividend requirements of consolidated subsidiaries.

 

56

Table of Contents
(2) Earnings were deficient to cover fixed charges by $25.3 million for pro forma fiscal 2010, $304.5 million for Q4 2010 and by $28.7 million for Fiscal 2008. Earnings for Q4 2010 were negatively impacted by charges related to the Acquisition, including:

 

  •  

the effect on cost of sales of the uplift to the carrying amount of inventory held by Tomkins on its acquisition by the Group of $144.2 million;

 

  •  

transaction costs of $78.2 million incurred in relation to the Acquisition; and

 

  •  

a currency translation loss of $47.6 million on the acquisition of Tomkins due to the change in the rate of exchange between the pound sterling (in which the purchase consideration was denominated) and the U.S. dollar (the functional currency of the acquiring entity), in the period between the effective date of the acquisition and the payment of the consideration to the former shareholders in Tomkins.

During Q4 2010, we also recognized a compensation expense in relation to share-based incentives of $72.4 million that was disproportionately high for the quarter due to the immediate vesting of certain of the awards.

 

57

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On March 31, 2011, Holdings issued its first annual financial report to holders of the Notes, which contained the audited consolidated financial statements and related notes for the 14-week period from September 25, 2010 to December 31, 2010 (“Q4 2010”), for the 38-week period from January 3, 2010 to September 24, 2010 (“9M 2010”), for the 52-week period from January 4, 2009 to January 2, 2010 (“Fiscal 2009”) and for the 53-week period from December 30, 2007 to January 3, 2009 (“Fiscal 2008”) that are presented elsewhere in this prospectus.

On August 9, 2011, Holdings issued its interim financial report for the 26-week period from January 1, 2011 to July 2, 2011 (“6M 2011”) which contained the unaudited condensed consolidated financial statements for that period and related notes that are presented elsewhere in this prospectus.

Management’s Discussion and Analysis should be read in conjunction with the financial statements specified above, which were prepared in accordance with IFRS and present separately the periods prior to the Acquisition (“Predecessor”) and the periods after the Acquisition (“Successor”). The Predecessor financial statements do not reflect the effects of the accounting for or the financing of the Acquisition. To facilitate a discussion of certain results of operations across periods, we have presented the results for the year ended December 31, 2010 (“Fiscal 2010”) and for the 26-week period from January 3, 2010 to July 3, 2010 (“6M 2010”) on a pro forma basis taking in account the effects of the Events as if they had occurred on January 3, 2010. For information regarding the pro forma effects of the Events, see “Unaudited Pro Forma Financial Information” included elsewhere in this prospectus and “—Effect of the Acquisition” below.

We first discuss, inter alia, the results of our operations in Fiscal 2010 compared with Fiscal 2009 and in Fiscal 2009 compared with Fiscal 2008 and the material changes in our liquidity and capital resources during Fiscal 2010. We then go on to discuss the results of our operations in 6M 2011 compared with 6M 2010, the material changes in our liquidity and capital resources during 6M 2011 and the outlook in our end markets for the remainder of 2011.

We assess the performance of our businesses using a variety of measures. Certain of these measures are not explicitly defined under IFRS and are therefore termed “non-GAAP measures.” Under the heading “—Non-GAAP Measures” below, we identify and explain the relevance of each of the non-GAAP measures presented in Management’s Discussion & Analysis, show how they are calculated and present a reconciliation to the most directly comparable measure defined under IFRS. We do not regard these non-GAAP measures as a substitute for, or superior to, the equivalent measures defined under IFRS. The non-GAAP measures that we use may not be directly comparable with similarly-titled measures used by other companies.

The statements in Management’s Discussion and Analysis regarding industry outlook, our expectations regarding the performance of our business and the forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors” and “Disclosure Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the sections entitled “Risk Factors,” “Unaudited Pro Forma Financial Information,” “Selected Historical Financial Information” and the historical audited consolidated financial statements, including the related notes, appearing elsewhere in this prospectus.

OVERVIEW

Our Business

We are a diversified global engineering and manufacturing company with a portfolio of market-leading businesses. Our products are highly engineered and used in the industrial, automotive and construction end markets. We have a broad collection of premier brands that are among the most globally recognized in their respective end markets, and we estimate that approximately 80% of our pro forma sales for Fiscal 2010 were derived from businesses that we believe hold the number one position in the markets in which they operate. Approximately 40% of our Fiscal 2010 pro forma sales were generated from the global industrial replacement end market and automotive aftermarket,

 

58

Table of Contents

where we achieve higher margins. Our industrial replacement business provides us with exposure to a broad range of industrial end market segments that have an ongoing need for replacement parts, and the automotive aftermarket also provides us with a stable source of revenue. The significant majority of our products, including those useful for the reduction of energy consumption and for safety improvement, are positioned at the premium end of their respective end markets. The prices of our products are low relative to the potential cost of their failure within the critical systems in which they are used, such as industrial machinery, automotive engines and HVAC systems. We attribute our end market leadership positions to a combination of our brand strength, product quality and breadth, and customer service and support. We are led by an experienced, proven management team that has successfully streamlined our portfolio to focus on our core businesses, and implemented wide-ranging, significant cost-saving restructuring initiatives.

Effect of the Acquisition

As a result of the Acquisition and the application of purchase accounting, certain of our assets and liabilities were adjusted to their fair values on the date of the Acquisition. These adjusted valuations will result in additional depreciation and amortization in the Successor periods.

Specifically, we anticipate an increase in our cost of sales due to the increased carrying value of our property, plant and equipment and an increase in our administrative expenses due to the amortization of our intangible assets. As a result of the Acquisition we have recognized certain intangible assets that we consider have indefinite useful lives and there has been a significant increase in the carrying amount of goodwill compared with the Predecessor periods. Both goodwill and intangible assets with indefinite useful lives are not amortized but are subject to annual impairment testing. See “—Critical Accounting Estimates—Impairment of Long-Lived Assets” and “Unaudited Pro Forma Financial Information.”

Additionally, as discussed below in “—Liquidity and Capital Resources,” we incurred significant indebtedness in connection with the consummation of the Acquisition, including the offering of the initial notes, and our total indebtedness and related interest expenses will be significantly higher than in the Predecessor periods.

Restructuring Initiatives

In response to the adverse economic conditions prevailing during late 2007 and 2008, we launched two major restructuring initiatives during 2008 and 2009, which we refer to as projects Eagle and Cheetah. Project Eagle was launched in early 2008 to reduce our cost base, improve our competitiveness and increase our operating margins. Project Cheetah was launched in early 2009 to refocus our manufacturing footprint towards low-cost and high growth regions and within our most efficient facilities. These projects have had a material impact on our results of operations, capital resources and cash flows.

Our Segments

Our revenue and earnings base is highly diversified by product, geography, end market and customer. We derive revenues from nearly every developed country across the globe and our industrial and automotive component products are well-positioned in most emerging markets.

We are organized for management reporting purposes into two business groups: Industrial & Automotive and Building Products. We distinguish within our continuing operations between those of our operating segments that are ongoing, which we identify as “ongoing segments”, and those that we have exited but do not meet the conditions to be classified as discontinued operations, which we identify as “exited segments.”

 

  •  

Industrial & Automotive manufactures a wide range of systems and components for the industrial OE and replacement end markets, as well as the automotive OE end market and automotive aftermarket throughout the world. I&A is comprised of three ongoing operating segments: Power Transmission, Fluid Power and Other I&A.

 

59

Table of Contents
  •  

Building Products is comprised of two ongoing operating segments: Air Distribution and Bathware. Air Distribution supplies certain HVAC system components to the non-residential and residential construction end markets, mainly in North America. Bathware manufactures bathtubs and shower enclosures primarily used in residential applications.

During the periods under review, we reported two exited segments within continuing operations: within Industrial & Automotive, the Stant and Standard-Thomson businesses that were sold during in Fiscal 2008 (“Caps & Thermostats”); and within Building Products, the Philips Doors & Windows business that was closed during Fiscal 2009 (“Doors & Windows”).

During the second quarter of 2011, management began actively seeking a buyer for the businesses that comprise our Sensors & Valves operating segment within Industrial & Automotive. This operating segment is now classified as a discontinued operation.

Highlighting our geographical diversification approximately 37% of our Fiscal 2010 pro forma sales were generated outside North America.

 

     Contribution to Fiscal 2010 Pro Forma Sales  
     North
America		      Europe     Asia     Rest of
World		     Total  

Industrial & Automotive

            

Power Transmission

      20.1%         13.3 %      11.9 %      2.7 %      48.0 % 

Fluid Power

      11.0%         2.4 %      1.9 %      2.3 %      17.6 % 

Other I&A

      10.9%         0.1 %      0.2 %      1.1 %      12.3 % 
  

 

 

     

 

 

    

 

 

    

 

 

    

 

 

  
     42.0%         15.8 %      14.0 %      6.1 %      77.9 % 
  

 

 

     

 

 

    

 

 

    

 

 

    

 

 

  

Building Products

            

Air Distribution

      17.9%         0.8 %      0.5 %      0.2 %      19.4 % 

Bathware

      2.7%         0.0 %      0.0 %      0.0 %      2.7 % 
  

 

 

     

 

 

    

 

 

    

 

 

    

 

 

  
     20.6%         0.8 %      0.5 %      0.2 %      22.1 % 
  

 

 

     

 

 

    

 

 

    

 

 

    

 

 

  

Total continuing operations

      62.6%         16.6 %      14.5 %      6.3 %      100.0 % 
  

 

 

     

 

 

    

 

 

    

 

 

    

 

 

  

Our top ten customers represented only 22% of our Fiscal 2010 pro forma sales. We maintain long-standing customer relationships and have served our top 20 customers for an average of over 35 years, while some of our largest customer relationships span over 50 years. We have also developed strong relationships with industry-leading customers in emerging markets.

Our product portfolio consists of tens of thousands of SKUs, and we believe it comprises the broadest range of power transmission belts, fluid power hoses and air distribution products in the end markets in which we operate. This breadth, combined with our brand reputation, product quality, superior field sales and service support, long-standing customer relationships and ability to deliver on short lead times, has allowed us to establish and maintain our leading market positions.

Highlighting the diversity of our end markets, our Fiscal 2010 pro forma sales analyzed by end market were as follows:

 

$ in millions

    Industrial
Original
Equipment		      Industrial
replacement		      Automotive
aftermarket		      Automotive
Original
Equipment		      Non-residential      Residential      Other(1)      Total  

Industrial & Automotive:

                        

Power Transmission

      216.4         328.1         712.9         879.3         —           —           —           2,136.7   

Fluid Power

      240.7         388.6         153.6         1.6         —           —           —           784.5   

Other I&A

      251.5         92.0         91.3         16.6         —           —           97.4         548.8   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  
     708.6         808.7         957.8         897.5         —           —           97.4         3,470.0   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Building Products:

                        

Air Distribution

      —           —           —           —           638.4         224.5         —           862.9   

Bathware

      —           —           —           —           —           114.4         4.4         118.8   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  
     —           —           —           —           638.4         338.9         4.4         981.7   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Total continuing operations

      708.6         808.7         957.8         897.5         638.4         338.9         101.8         4,451.7   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

 

60

Table of Contents
(1) Other includes manufactured housing and recreational vehicles

Industry Trends

Industrial & Automotive

Industrial end markets accounted for 43.7% of I&A’s Fiscal 2010 pro forma sales, with 20.4% to the industrial OE end market and 23.3% to the industrial replacement end market. U.S. industrial production, as measured by the U.S. Federal Reserve Industrial Production index, continued to improve throughout 2010 and was on average 6% higher than 2009. The industrial OE end market and replacement end markets improved during 2010 due to increased industrial activity that led to an increase in demand for our products and some restocking by our customers. The European market followed a similar trend, with industrial production steadily increasing through 2010. Asia continued to perform strongly during 2010, although there were signs of some slowdown in the rate of growth in the Chinese and Japanese markets. We do not expect the earthquake in Japan to have a significant adverse effect on our activities in Japanese markets.

The automotive aftermarket, which comprised 27.6% of I&A’s Fiscal 2010 pro forma sales increased in all of the regions in which we operate but particularly in Asia, due to growth in end user demand and the increased number of cars in use. In the automotive OE market, which accounted for 25.9% of I&A’s Fiscal 2010 pro forma sales, volumes in 2010 were higher as a result of an improvement in the global automotive markets compared with Fiscal 2009, especially in North America. According to IHS/CSM, global automotive production was up 24% in 2010 compared with 2009, with volumes in North America up 39% and, in Europe, volumes up 14%, driven mainly by export demand and stimulus programs.

Building Products

Non-residential construction in North America accounted for 65.0% of Building Products’ Fiscal 2010 pro forma sales. According to Dodge, in the United States, non-residential construction starts declined on a square foot basis by 16% in 2010 compared with 2009, and by 8% on a value basis. The U.S. Architectural Billings Index, which is regarded as a leading indicator of future commercial construction activity, remained under 50 for most of 2010, indicating a continued contraction in construction activity for at least the next nine to 12 months.

Residential construction in North America accounted for 34.6% of Building Products’ Fiscal 2010 pro forma sales. The U.S. residential construction market, as measured by housing starts, remained broadly flat for the majority of the first half of 2010 but declined in May and June 2010 following the expiration on April 30, 2010 of federal tax credits designed to stimulate housing sales. Housing starts remained low for most of the rest of the year, as a result of high unemployment, tighter restrictions on mortgage lending and the high inventory of unsold homes. According to the U.S. Census Bureau, year-end housing inventories for new and existing homes were at 6.9 months and 8.1 months respectively. These figures are above the 10-year averages (6.0 months for new homes and 5.9 months for existing homes), implying limited potential increase in construction activity for the near future. Housing sales were also impacted by the poor economic conditions, with new and existing home sales falling by 8% and 3% respectively in 2010 compared with 2009, as measured by the U.S. Census Bureau.

 

61

Table of Contents

RESULTS OF OPERATIONS

Unless otherwise indicated, all commentary in Management’s Discussion and Analysis is for continuing operations.

Fiscal 2010 compared with Fiscal 2009

Group summary

 

$ in millions    Successor
Q4 2010*		             Predecessor
9M 2010*		     Pro Forma
Adjustments		     Pro Forma
Fiscal 2010*		     Predecessor
Fiscal 2009*		  

Continuing operations

               

Sales

      1,181.3            3,270.4        —          4,451.7        3,866.5   

Cost of sales

      (950.3)            (2,223.8 )      107.8        (3,066.3 )      (2,748.2 ) 
  

 

 

        

 

 

    

 

 

    

 

 

    

 

 

  

Gross profit

      231.0            1,046.6        107.8        1,385.4        1,118.3  

Distribution costs

      (137.1)            (362.0 )      —          (499.1 )      (441.7 ) 

Administrative expenses

      (217.3)            (327.3 )      (90.6 )      (635.2 )      (437.0 ) 

Transaction costs

      (78.2)            (41.2 )      118.8        (0.6 )      —    

Impairments

      —              —          —          —          (73.0 ) 

Restructuring costs

      (3.7)            (10.0 )      —          (13.7 )      (140.9 ) 

Net gain on disposals and on the exit of businesses

      —              6.3        —          6.3        0.2  

Gain on amendment of post-employment benefits

      —              —          —          —          63.0  

Share of profit/(loss) of associates

      1.0            0.8        —          1.8       (0.7 ) 
  

 

 

        

 

 

    

 

 

    

 

 

    

 

 

  

Operating (loss)/profit

      (204.3 )          313.2        136.0       244.9       88.2  
 

Interest expense

      (90.8)            (71.4 )      (198.7 )      (360.9 )      (111.0 ) 

Investment income

      18.7            48.0        —          66.7        67.0  

Other finance (expense)/income

      (27.1)            (2.7 )      55.1       25.3        (0.3 ) 
  

 

 

        

 

 

    

 

 

    

 

 

    

 

 

  

Net finance costs

      (99.2)            (26.1 )      (143.6 )      (268.9 )      (44.3 ) 
  

 

 

        

 

 

    

 

 

    

 

 

    

 

 

  

(Loss)/profit before tax

      (303.5)            287.1       (7.6 )      (24.0 )      43.9  
  

 

 

        

 

 

    

 

 

    

 

 

    

 

 

  

 

* Re-presented (see note 15 to the consolidated financial statements included elsewhere in this prospectus).

Sales

Sales from continuing operations were $1,181.3 million in Q4 2010 and were $3,270.4 million in 9M 2010. Pro forma sales for Fiscal 2010 were $4,451.7 million, compared with $3,866.5 million for Fiscal 2009, an increase of 15.1%. Most of our end markets strengthened during the period, which caused a corresponding increase in sales volumes across our businesses. Acquisitions made during the period, in particular the acquisition of Koch Filter Corporation in February 2010, increased Fiscal 2010 pro forma sales by $52.8 million compared with Fiscal 2009. Fiscal 2010 pro forma sales also benefited by $31.4 million compared with Fiscal 2009 from changes in average currency exchange rates. However, Fiscal 2010 pro forma sales included no contribution from Doors & Windows, an exited segment that contributed sales of $36.5 million prior to its closure during Fiscal 2009. Excluding the impact of acquisitions, the closure of Doors & Windows and exchange rate movements, Fiscal 2010 pro forma sales rose by $537.5 million, or 15.3%, compared with Fiscal 2009.

Cost of Sales

Cost of sales was $950.3 million in Q4 2010 and $2,223.8 million in 9M 2010. Pro forma cost of sales for Fiscal 2010 was $3,066.3 million compared with $2,748.2 million for Fiscal 2009, an increase of 11.6% that was driven principally by higher production volumes and the effect of accounting for the Acquisition.

Production volumes increased significantly in the I&A businesses in response to the sales growth experienced during Fiscal 2010 compared with Fiscal 2009, but these increases were slightly offset by reduced volumes in the Building Products businesses due to the continued weakness in North American construction end markets. Production cost savings resulted from our restructuring initiatives, particularly in the Power Transmission and Fluid Power segments. During Fiscal 2010, we also benefited from decreases in certain material costs, but incurred marginally higher labor costs.

Pro forma cost of sales for Fiscal 2010 includes an additional depreciation expense of $39.3 million due to the fair value uplift to the carrying amount of the property, plant and equipment held by Tomkins at the date of the Acquisition.

Gross Profit

Gross profit was $231.0 million in Q4 2010 and $1,046.6 million in 9M 2010. Pro forma gross profit for Fiscal 2010 was $1,385.4 million compared with $1,118.3 million for Fiscal 2009.

 

62

Table of Contents

Our gross profit margin was 19.6% in Q4 2010, significantly down compared with the 9M 2010 margin of 32.0% as a result of the purchase accounting adjustments included in cost of sales. Pro forma gross profit margin for Fiscal 2010 was 31.1%, broadly in line with the gross profit margin for 9M 2010, and slightly higher than the gross profit margin of 28.9% achieved in Fiscal 2009, principally due to the production cost savings.

Distribution Costs

Distribution costs recognized during Q4 2010 were $137.1 million and were $362.0 million during 9M 2010. Pro forma distribution costs for Fiscal 2010 were $499.1 million compared with $441.7 million for Fiscal 2009, an increase of 3.4 % that was broadly commensurate with the increase in sales volumes. Efficiency gains in I&A drove the slight improvement in distribution costs as a percentage of sales, from 11.4% of sales in Fiscal 2009 to 11.2% on a pro forma basis in Fiscal 2010.

Administrative Expenses

Administrative expenses recognized during Q4 2010 were $217.3 million and were $327.3 million during 9M 2010. Pro forma administrative expenses for Fiscal 2010 were $635.2 million, compared with $437.0 million for Fiscal 2009, an increase of $198.2 million that was related principally share-based incentives and the effect of accounting for the Acquisition. Administrative expenses as a percentage of sales increased from 11.3% in Fiscal 2009 to 14.3% on a pro forma basis in Fiscal 2010.

Pro forma administrative expenses for Fiscal 2010 include a compensation expense of $78.0 million in relation to share-based incentives, a significant increase compared with the compensation expense of $10.4 million that was recognized during Fiscal 2009 which is principally due to the new share schemes that were put in place after the Acquisition.

Pro forma administrative expenses for Fiscal 2010 include an additional amortization expense of $132.3 million due to the fair value uplift to the carrying amount of the identifiable intangible assets held by Tomkins at the date of the Acquisition.

Transaction Costs

Transaction costs recognized in relation to acquisitions were $78.2 million during Q4 2010 and were $41.2 million during 9M 2010. Pro forma transaction costs for Fiscal 2010 amounted to $0.6 million, principally in relation to the acquisition of Koch Filter Corporation in February 2010. Acquisition-related costs incurred by us in relation to businesses acquired before January 3, 2010 were not expensed but were included in the cost of acquisition.

Impairments

We recognized no impairment of long-lived assets during Fiscal 2010.

During Fiscal 2009, we recognized impairments amounting to $73.0 million, comprising $18.9 million on goodwill and intangible assets arising on acquisitions, $38.6 million on assets that became impaired as a consequence of our restructuring initiatives and $15.5 million on receivables held in relation to the disposal of businesses in previous years.

Restructuring Costs

We recognized restructuring costs of $3.7 million during Q4 2010 and $10.0 million during 9M 2010 in connection with projects Eagle and Cheetah. In both periods, the costs related principally to the cessation of certain of Power Transmission’s manufacturing facilities in North America and were partially offset by gains on various asset disposals.

 

63

Table of Contents

During Fiscal 2009, we recognized restructuring costs of $140.9 million. I&A recognized restructuring costs of $117.0 million, which principally related to the cessation of Power Transmission’s manufacturing operations in Aachen, Germany, the rationalization of its powder metal facility at Mississauga, Ontario, and the closures of its pulley and tensioner facility at London, Ontario, and FormFlo in the U.K.; the cessation of Fluid Power’s hose manufacturing activities in Erembodegem, Belgium and the substantial closure of its assembly facility at St. Neots, U.K.; and, in Other I&A, the closure of Ideal’s manufacturing facility at St. Augustine, Florida and the rationalization of Dexter’s manufacturing facilities. Building Products recognized restructuring costs of $26.6 million, which principally related to the closure of the Philips Doors and Windows business.

Net Gain on Disposals and on the Exit of Businesses

During Q4 2010, we recognized no gain or loss on the disposal or exit of businesses. During 9M 2010, we recognized a net gain of $9.6 million on the disposal of property, plant and equipment, principally in Building Products as a consequence of the restructuring of Bathware and the closure of Doors & Windows. This net gain was offset by an additional loss of $3.3 million on the disposal of a subsidiary that took place in Fiscal 2008 and a loss on the disposal of Hydrolink’s operations in Kazakhstan.

During Fiscal 2009, we recognized a net gain of $0.2 million in relation to the disposal of businesses in prior years.

Gain on Amendment of Post-Employment Benefits

During Fiscal 2009, we recognized a one-off gain of $63.0 million on the amendment of post-employment benefit plans in North America.

Operating profit

During Q4 2010 we incurred an operating loss of $204.3 million but during 9M 2010 we recognized an operating profit of $313.2 million. Pro forma operating profit for Fiscal 2010 was $244.9 million, compared with an operating profit of $88.2 million for Fiscal 2009.

Adjusted EBITDA

Adjusted EBITDA was $173.8 million for Q4 2010 and $498.9 million for 9M 2010. Pro forma adjusted EBITDA for Fiscal 2010 was $671.0 million, an increase of $248.9 million over the adjusted EBITDA for Fiscal 2009 of $422.1 million that was due largely to the effect of increased sales volumes and the benefits of our restructuring initiatives. Our pro forma adjusted EBITDA margin was 15.1% for Fiscal 2010, compared with our EBITDA margin of 10.9% for Fiscal 2009.

A reconciliation of operating profit or loss for the period to adjusted EBITDA for each of the periods under review is presented under the heading “—Non-GAAP Measures.”

Interest Expense

 

$ in millions    Successor
Q4 2010*		              Predecessor
9M 2010*		     Pro Forma
Adjustments		     Pro Forma
Fiscal  2010*		      Predecessor
Fiscal 2009*		  

Bank overdrafts

      —               6.0       —          6.0         4.6  

Term loans

      38.4             —          120.1        158.5         —     

Other bank loans

      —               0.5       1.5        2.0         4.3  

Second Lien Notes

      27.9             —          83.8        111.7         —     

2011 Notes

      1.9             13.3       (8.5 )      6.7         19.9  

2015 Notes

      3.3             17.2       (18.9 )      1.6         24.8  

Net interest on interest rate swaps

      —               (19.0 )      19.0        —           (20.2 ) 
  

 

 

         

 

 

    

 

 

    

 

 

     

 

 

  
     71.5             18.0       197.0        286.5         33.4  

Finance leases

      —               0.2       —          0.2         0.4  

Other

      4.0             3.2       1.7        8.9         7.6  
  

 

 

         

 

 

    

 

 

    

 

 

     

 

 

  
     75.5             21.4       198.7        295.6         41.4  

Post-employment benefits:

                 

– Interest on benefit obligation

      15.3             50.0       —          65.3         69.6  
  

 

 

         

 

 

    

 

 

    

 

 

     

 

 

  
     90.8             71.4       198.7        360.9         111.0  
  

 

 

         

 

 

    

 

 

    

 

 

     

 

 

  

 

* Re-presented (see note 15 to the consolidated financial statements included elsewhere in this prospectus).

 

64

Table of Contents

Interest expense was $90.8 million in Q4 2010 and $71.4 million in 9M 2010. Pro forma interest expense was $360.9 million for Fiscal 2010 compared with $111.0 million for Fiscal 2009, the increase being due largely to the additional borrowings that were drawn down to finance the Acquisition.

At the beginning of Q4 2010, we borrowed $2,000.0 million by way of floating rate term loans issued under the senior secured credit facilities and issued $1,150.0 million 9% Senior Secured Second Lien Notes that mature on October 1, 2018 to finance the Acquisition. We recognized a pro forma interest expense of $270.2 million on these additional borrowings during Fiscal 2010.

When it was acquired, Tomkins had the following notes outstanding under a Euro Medium Term Note Programme: £150 million 8% notes repayable at par on December 20, 2011 (the “2011 Notes”); and £250 million 6.125% notes repayable at par on September 16, 2015 (the “2015 Notes”). During Q4 2010, as a result of our tender offer and the triggering of a put option held by the lenders, the principal amount outstanding on the 2011 Notes was reduced from £150.0 million to £102.1 million and the principal amount outstanding on the 2015 Notes was reduced from £250.0 million to £17.2 million. As a result, the pro forma interest expense in relation to the 2011 Notes and the 2015 Notes was $8.3 million in Fiscal 2010 compared with $44.7 million in Fiscal 2009.

Prior to the Acquisition, Tomkins held interest rate swaps to swap the 2011 Notes and the 2015 Notes from fixed interest rates to floating interest rates. During 9M 2010, these interest rate swaps had the effect of reducing our interest expense by $19.0 million (Fiscal 2009: $20.2 million). On September 16, 2010, these interest rate swaps were sold in anticipation of the Transactions. Accordingly, their beneficial effect was eliminated in arriving at the pro forma interest expense for Fiscal 2010.

In Fiscal 2010, interest on the benefit obligations of our defined benefit and post-employment heath care plans was $65.3 million, $4.3 million lower than in Fiscal 2009 due to the decline in market interest rates during Fiscal 2010.

Investment Income

 

$ in millions    Successor
Q4 2010		              Predecessor
9M 2010*		      Pro Forma
Adjustments		      Pro Forma
Fiscal 2010*		      Predecessor
Fiscal 2009*		  

Bank deposits

      1.3             2.3         —           3.6         2.6   

Other

      1.1             1.1         —           2.2         1.9   
  

 

 

         

 

 

     

 

 

     

 

 

     

 

 

  
     2.4             3.4         —           5.8         4.5   
 

Post-employment benefits:

                —           

– Expected return on plan assets

      16.3             44.6         —           60.9         62.5   
  

 

 

         

 

 

     

 

 

     

 

 

     

 

 

  
     18.7             48.0         —           66.7         67.0   
  

 

 

         

 

 

     

 

 

     

 

 

     

 

 

  

 

* Re-presented (see note 15 to the consolidated financial statements included elsewhere in this prospectus).

Investment income was $18.7 million in Q4 2010 and $48.0 million in 9M 2010. Pro forma investment income was $66.7 million in Fiscal 2010 compared with $67.0 million in Fiscal 2009. Interest earned on bank and other deposits was higher during Fiscal 2010 compared with Fiscal 2009 due principally to the higher average interest-bearing cash balances. However, the higher interest income was outweighed by the effect during the period of the lower expected return on the assets held by our defined benefit pension plans at the beginning of Fiscal 2010 compared with at the beginning of Fiscal 2009.

 

65

Table of Contents

Other Finance (Expense)/Income

 

$ in millions    Successor
Q4 2010		               Predecessor
9M 2010		     Pro forma
adjustments
$ in millions		      Pro forma
Fiscal 2010
$ in millions		      Predecessor
Fiscal 2009		  

Loss/(gain) on derivatives held for hedging purposes

      —                 (1.7 )      1.7         —           1.3  

Translation (loss)/gain on hedging instruments

      (1.5 )             (1.0 )      4.9         2.4        (1.6 ) 

Gain on embedded derivatives

      22.9              —          —           22.9        —     

Translation loss on the Acquisition

      (47.6 )             —          47.6         —           —     

Loss on redemption of notes

      (0.9 )             —          0.9         —           —     
  

 

 

           

 

 

    

 

 

     

 

 

     

 

 

  
     (27.1 )             (2.7 )      55.1         25.3        (0.3 ) 
  

 

 

           

 

 

    

 

 

     

 

 

     

 

 

  

Other finance expense was $27.1 million in Q4 2010 and $2.7 million in 9M 2010. Pro forma other finance income was $25.3 million in Fiscal 2010 compared with an expense of $0.3 million in Fiscal 2009.

Prior to the Acquisition, Tomkins had designated as fair value hedges in relation to the 2011 Notes and the 2015 Notes the interest rate swaps that it held to swap the interest payable on the notes from fixed to floating rates. During 9M 2010, Tomkins recognized a loss of $1.7 million in other finance expense because there was deemed to be ineffectiveness in the hedging relationship for accounting purposes. As the interest rate swaps were sold in anticipation of the Transactions, we have eliminated that loss in arriving at pro forma other finance income for Fiscal 2010. During Fiscal 2009, we recognized a gain of $1.3 million due to hedge ineffectiveness of the interest rate swaps.

Other finance expense included a currency translation loss on hedging instruments of $1.5 million in Q4 2010 and $1.0 million in 9M 2010. In arriving at pro forma other finance income for Fiscal 2010, we have eliminated a net currency translation loss of $4.9 million which was attributable to the translation of the 2011 Notes and the 2015 Notes and to the interest rate swaps that were designated as fair value hedges in relation to them. Accordingly, pro forma other finance income for Fiscal 2010 includes a net currency translation gain of $2.4 million on hedging instruments compared with a net currency translation loss of $1.6 million that was included in other finance expense for Fiscal 2009.

Borrowings against the senior secured credit facilities that were drawn down to finance the Acquisition bear interest at floating rates, subject to a floor (an embedded interest rate derivative that was required to be recognized separately from the term loans). During Q4 2010, we recognized a gain of $22.9 million due to the change in the fair values of the embedded interest rate derivatives as a credit to other finance expense.

During Q4 2010, we incurred a currency translation loss of $47.6 million on the Acquisition due to the change in the rate of exchange between Sterling (in which the purchase consideration was denominated) and the U.S. dollar (the functional currency of the acquiring entity), in the period between the effective date of the Acquisition and the payment of the consideration to the former shareholders in Tomkins. Also during Q4 2010, we incurred a loss of $0.9 million on repayments of the 2011 Notes and the 2015 Notes. As these losses represented non-recurring effects of the Transactions, they were eliminated in arriving at pro forma other finance income for Fiscal 2010.

Income Tax Benefit/(Expense)

We recognized an income tax benefit of $34.1 million on a loss before tax of $303.5 million in Q4 2010 and an income tax expense of $62.5 million on a profit before tax of $287.1 million in 9M 2010. For Fiscal 2010, the pro forma income tax benefit was $38.3 million on the pro forma loss before tax of $24.0 million, compared with the income tax expense of $25.1 million that we recognized on the profit before tax of $43.9 million in Fiscal 2009.

 

66

Table of Contents

Analysis by Ongoing Business Segment

In the discussion below, each segment’s pro forma sales for Fiscal 2010 are equal to the sum of the actual sales for the Predecessor and Successor periods in Fiscal 2010.

Industrial & Automotive

Power Transmission

 

$ in millions, unless otherwise stated    Successor
Q4 2010		     Predecessor
9M 2010		     Pro Forma
Adjustments		      Pro Forma
Fiscal 2010		     Predecessor
Fiscal 2009		     Pro Forma
Fiscal 2010  vs
Fiscal 2009
% Change		  

Sales

      580.8       1,555.9       —           2,136.7       1,763.4       21.2 % 

Operating expenses

      601.9        1,302.8        23.4          1,928.1        1,620.6     
  

 

 

    

 

 

    

 

 

     

 

 

    

 

 

    

Operating (loss)/profit

      (21.1 )      253.1       (23.4)         208.6       142.8    

Adjusted EBITDA

      115.2       318.2       0.1         433.5       295.8    

Adjusted EBITDA margin

      19.8 %      20.5 %         20.3 %      16.8 %   

Pro forma sales in our Power Transmission segment were $2,136.7 million for Fiscal 2010 compared with $1,763.4 million for Fiscal 2009, an increase of 21.2%, that was due primarily to increased volumes resulting from further strengthening of all of our end markets, particularly the industrial end markets. Sales to the industrial OE and replacement markets (together 25.5% of Power Transmission’s Fiscal 2010 pro forma sales) grew by 33.0% compared with Fiscal 2009, because of improved demand. Sales to the automotive OE market (41.1% of Power Transmission’s Fiscal 2010 pro forma sales), were up by 27.1% during Fiscal 2010 compared with Fiscal 2009, driven by strong growth in North America and China. In North America, this growth was due to the unprecedentedly low sales volumes in the prior year as a result of extended plant shutdowns and significantly depressed sales by automotive OE manufacturers (“OEMs”), including the Chapter 11 restructurings of General Motors and Chrysler. Sales to the higher margin automotive aftermarket (33.4% of Power Transmission’s Fiscal 2010 pro forma sales) continued to perform well, increasing by 7.7% compared with Fiscal 2009 due to increased demand by end users driven by the increased size and age of the global vehicle population, the greater number of miles driven, and, additionally in China, government subsidies.

Operating expenses in our Power Transmission segment totaled $601.9 million in Q4 2010 and $1,302.8 million in 9M 2010. Pro forma operating expenses were $1,928.1 million in Fiscal 2010 compared with $1,620.6 million in Fiscal 2009. Pro forma cost of sales for Fiscal 2010 increased by approximately $250 million compared with Fiscal 2009 due to higher production volumes, but this increase was partially offset by a combination of efficiency improvements and other benefits arising from restructuring projects of approximately $26 million and lower raw material prices of approximately $9 million. In addition, pro forma operating expenses for Fiscal 2010 increased by approximately $11 million as a result of higher labor-related costs of approximately $6 million and higher freight costs of approximately $5 million, compared with Fiscal 2009. Pro forma depreciation and pro forma amortization amounted to $213.2 million in Fiscal 2010 compared with $81.8 million in Fiscal 2009, the increase being due principally to the purchase accounting uplift to the carrying amounts of long-lived assets. In Fiscal 2010, the pro forma compensation expense in respect of share-based incentives was $6.7 million compared with $2.1 million in Fiscal 2009. While there was no impairment of long-lived assets recognized in Fiscal 2010, Power Transmission recognized impairments of $23.2 million in Fiscal 2009. In Fiscal 2010, pro forma restructuring costs were $9.0 million compared with $75.6 million for Fiscal 2009. In Fiscal 2009, Power Transmission recognized a one-off gain of $29.7 million on the amendment of our post-employment benefit plans in North America.

Our Power Transmission segment incurred an operating loss of $21.1 million for Q4 2010, but the segment recognized an operating profit of $253.1 million for 9M 2010. Pro forma operating profit was $208.6 million for Fiscal 2010, an increase of $65.8 million compared with Fiscal 2009.

Adjusted EBITDA in our Power Transmission segment was $115.2 million for Q4 2010 and $318.2 million for 9M 2010. Pro forma adjusted EBITDA was $433.5 million for Fiscal 2010 compared with $295.8 million for Fiscal 2009, an increase of 46.6% that was due principally to higher volumes in Fiscal 2010 and the effects of our restructuring initiatives. Power Transmission’s adjusted EBITDA margin increased to 20.3% on a pro forma basis in Fiscal 2010 compared with 16.8% in Fiscal 2009.

Fluid Power

 

$ in millions, unless otherwise stated    Successor
Q4 2010		     Predecessor
9M 2010		     Pro Forma
Adjustments		      Pro Forma
Fiscal 2010		     Predecessor
Fiscal 2009		     Pro Forma
Fiscal 2010  vs
Fiscal 2009
% Change		  

Sales

      215.4       569.1       —           784.5       588.7       33.3 % 

Operating expenses

      234.9        523.8        (26.9)         731.8        611.4     
  

 

 

    

 

 

    

 

 

     

 

 

    

 

 

    

Operating (loss)/profit

      (19.5 )      45.3       26.9         52.7       (22.7 )   

Adjusted EBITDA

      27.6       73.2       0.2         101.0       18.8    

Adjusted EBITDA margin

      12.8 %      12.9 %         12.9 %      3.2 %   

 

67

Table of Contents

Pro forma sales in our Fluid Power segment were $784.5 million for Fiscal 2010 compared with $588.7 million for Fiscal 2009, an increase of 33.3% that was due primarily to increased volumes (approximately $180 million) as well as a contribution of $15.9 million from acquisitions, particularly Hydrolink, which was acquired in July 2009. Sales to the industrial replacement market (49.5% of Fluid Power’s Fiscal 2010 pro forma sales) were up by 33.1% compared with Fiscal 2009 due to increased utilization of industrial equipment driven by the economic recovery, particularly in North America. Sales to the industrial OE market (30.7% of Fluid Power’s Fiscal 2010 pro forma sales) were up by 49.9% in Fiscal 2010 compared with Fiscal 2009, due to the continued recovery in all of our regional end markets. Sales to the higher margin automotive aftermarket (19.6% of Fluid Power’s Fiscal 2010 pro forma sales) were up by 13.7% globally, due principally to the improved economic conditions.

Operating expenses in our Fluid Power segment totaled $234.9 million in Q4 2010 and $523.8 million in 9M 2010. Pro forma operating expenses were $731.8 million in Fiscal 2010 compared with $611.4 million in Fiscal 2009. Pro forma cost of sales for Fiscal 2010 increased by approximately $120 million compared with Fiscal 2009 due to higher production volumes, and by approximately $8 million as a result of rising raw material prices. These increases were partially offset by efficiency improvements and other benefits arising from restructuring projects of approximately $40 million. Pro forma operating expenses for Fiscal 2010 were approximately $8 million higher compared with Fiscal 2009 as a result of increased freight costs, but this was partially offset by savings of approximately $6 million in labor-related costs. Pro forma depreciation and pro forma amortization amounted to $43.2 million in Fiscal 2010 compared with $33.7 million in Fiscal 2009, the increase being due principally to the purchase accounting uplift to the carrying amounts of the relevant long-lived assets. In Fiscal 2010, the pro forma compensation expense in respect of share-based incentives was $3.9 million compared with $0.7 million in Fiscal 2009. While there was no impairment of long-lived assets recognized in Fiscal 2010, Fluid Power recognized impairments of $12.5 million in Fiscal 2009. In Fiscal 2010, restructuring costs were $1.4 million compared with $26.0 million for Fiscal 2009. In Fiscal 2009, Fluid Power recognized a one-off gain of $31.4 million on the amendment of our post-employment benefit plans in North America.

Our Fluid Power segment incurred an operating loss of $19.5 million for Q4 2010, but the segment recognized an operating profit for 9M 2010 of $45.3 million. Pro forma operating profit was $52.7 million for Fiscal 2010 compared with an operating loss of $22.7 million for Fiscal 2009.

Adjusted EBITDA in our Fluid Power segment was $27.6 million for Q4 2010 and $73.2 million for 9M 2010. Pro forma adjusted EBITDA was $101.0 million for Fiscal 2010 compared with $18.8 million for Fiscal 2009, the improvement being due principally to the increased sales volumes and the effects of our restructuring initiatives. Fluid Power’s adjusted EBITDA margin improved significantly to 12.9% on a pro forma basis in Fiscal 2010 compared with 3.2% in Fiscal 2009.

 

68

Table of Contents

Other Industrial & Automotive

 

$ in millions, unless otherwise stated    Successor
Q4 2010		     Predecessor
9M 2010		     Pro Forma
Adjustments		     Pro Forma
Fiscal 2010		     Predecessor
Fiscal 2009		     Pro Forma
Fiscal 2010  vs
Fiscal 2009
% Change		  

Sales

      131.3       417.5       —          548.8        463.4       18.4 % 

Operating expenses

      153.9        375.1        (12.4 )      516.6        449.6     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Operating (loss)/profit

      (22.6 )      42.4       12.4       32.2        13.8    

Adjusted EBITDA

      15.9       55.2       —          71.1        41.6    

Adjusted EBITDA margin

      12.1 %      13.2 %        13.0 %      9.0 %   

Pro forma sales in our Other I&A segment were $548.8 million for Fiscal 2010 compared with $463.4 million for Fiscal 2009, an increase of 18.4% that was due primarily to increased volumes. The industrial and utility trailer markets (62.6% of Other I&A’s Fiscal 2010 pro forma sales) increased over the prior year as industrial demand began to recover from the depressed levels experienced in Fiscal 2009. Approximately 90% of the Fiscal 2010 sales to these end markets were made to the recovering North American markets. The recreational vehicle end market (16.6% of Other I&A’s Fiscal 2010 pro forma sales) also grew strongly in North America primarily due to customer restocking, particularly in the first half of Fiscal 2010, improving by 41.6% during Fiscal 2010 compared with Fiscal 2009.

Operating expenses in our Other I&A segment totaled $153.9 million in Q4 2010 and $375.1 million in 9M 2010. Pro forma operating expenses were $516.6 million in Fiscal 2010 compared with $449.6 million in Fiscal 2009. Pro forma cost of sales for Fiscal 2010 increased by approximately $50 million compared with Fiscal 2009 due to higher production volumes, partially offset by efficiency improvements and other benefits arising from restructuring projects of approximately $9 million. In Fiscal 2010, the pro forma compensation expense in respect of share-based incentives was $10.9 million compared with $0.5 million in Fiscal 2009. Pro forma depreciation and pro forma amortization amounted to $26.7 million in Fiscal 2010 compared with $16.4 million in Fiscal 2009, the increase being due principally to the purchase accounting uplift to the carrying amounts of the relevant long-lived assets. In Fiscal 2010, restructuring costs were $1.1 million compared with $12.2 million for Fiscal 2009.

Our Other I&A segment incurred an operating loss of $22.6 million for Q4 2010, but the segment recognized an operating profit for 9M 2010 of $42.4 million. Pro forma operating profit was $32.2 million for Fiscal 2010 compared with $13.8 million for Fiscal 2009.

Adjusted EBITDA in our Other I&A segment was $15.9 million for Q4 2010 and $55.2 million for 9M 2010. Pro forma adjusted EBITDA was $71.1 million for Fiscal 2010 compared with $41.6 million for Fiscal 2009, the improvement being due principally to higher sales volumes and the effects of our restructuring initiatives. Other I&A’s adjusted EBITDA margin improved to 13.0% on a pro forma basis in Fiscal 2010 compared with 9.0% in Fiscal 2009.

Building Products

Air Distribution

 

$ in millions, unless otherwise stated    Successor
Q4 2010		     Predecessor
9M 2010		     Pro Forma
Adjustments		     Pro Forma
Fiscal 2010		     Predecessor
Fiscal 2009		     Pro Forma
Fiscal 2010  vs
Fiscal 2009
% Change		  

Sales

      226.7       636.2       —          862.9        874.2       (1.3 )% 

Operating expenses

      231.7        584.4        (0.4 )      815.7        826.1     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Operating (loss)/profit

      (5.0 )      51.8       0.4       47.2        48.1    

Adjusted EBITDA

      22.6       80.5       0.4       103.5        105.6    

Adjusted EBITDA margin

      10.0 %      12.7 %        12.0 %      12.1 %   

Pro forma sales in our Air Distribution segment were $862.9 million for Fiscal 2010 compared with $874.2 million for Fiscal 2009, a decline of 1.3% that was due primarily to a combination decreased volumes (approximately $45 million) and adverse selling price variances (approximately $6 million), partially offset by a $36.7 million increase due to the acquisition of Koch Filter Corporation in February 2010. Sales into the non-residential construction markets (74.0% of Air

 

69

Table of Contents

Distribution’s Fiscal 2010 pro forma sales) rose marginally compared with Fiscal 2009, as the continued decline in North American new build markets was offset by growth in the North American refurbishment market. Sales to the residential construction market (26.0% of Air Distribution’s Fiscal 2010 pro forma sales) declined by 7.2% in Fiscal 2010 compared with Fiscal 2009 due to the continued weakness in the North American residential construction market.

Operating expenses in our Air Distribution segment totaled $231.7 million in Q4 2010 and $584.4 million in 9M 2010. Pro forma operating expenses were $815.7 million in Fiscal 2010 compared with $826.1 million in Fiscal 2009. Pro forma cost of sales for Fiscal 2010 decreased by approximately $27 million compared with Fiscal 2009 due to lower production volumes. Pro forma operating expenses for Fiscal 2010 also decreased compared with Fiscal 2009 by approximately $18 million as a result of efficiency improvements and other benefits arising from restructuring projects and by approximately $5 million due to the acquisition in February 2010 of Koch Filter Corporation. Pro forma depreciation and pro forma amortization amounted to $45.9 million in Fiscal 2010 compared with $31.9 million in Fiscal 2009, the increase being due principally to the purchase accounting uplift to the carrying amounts of the relevant long-lived assets. In Fiscal 2010, the pro forma compensation expense in respect of share-based incentives was $7.6 million compared with $1.9 million in Fiscal 2009. While there was no impairment of long-lived assets recognized in Fiscal 2010, Air Distribution recognized impairments of $18.6 million in Fiscal 2009. In Fiscal 2010, restructuring costs were $1.7 million compared with $5.1 million for Fiscal 2009.

Our Air Distribution segment incurred an operating loss of $5.0 million for Q4 2010, but the segment recognized an operating profit for 9M 2010 of $51.8 million. Pro forma operating profit was $47.2 million for Fiscal 2010 compared with $48.1 million for Fiscal 2009.

Adjusted EBITDA in our Air Distribution segment was $22.6 million for Q4 2010 and $80.5 million for 9M 2010. Pro forma adjusted EBITDA was $103.5 million for Fiscal 2010 compared with $105.6 million for Fiscal 2009, with the slight reduction being due largely to the decline in sales which was offset partially by improved cost efficiencies. Air Distribution’s pro forma adjusted EBITDA margin was slightly lower at 12.0% on a pro forma basis for Fiscal 2010 compared with 12.1% for Fiscal 2009.

Bathware

 

$ in millions, unless otherwise stated    Successor
Q4 2010		     Predecessor
9M 2010		     Pro Forma
Adjustments		      Pro Forma
Fiscal 2010		     Predecessor
Fiscal 2009		     Pro Forma
Fiscal 2010  vs
Fiscal 2009
% Change		  

Sales

      27.1       91.7       —           118.8       140.3       (15.3 )% 

Operating expenses

      31.5        95.8        2.5         129.8        153.1     
  

 

 

    

 

 

    

 

 

     

 

 

    

 

 

    

Operating loss

      (4.4 )      (4.1 )      (2.5)         (11.0 )      (12.8 )   

Adjusted EBITDA

      (1.2 )      (1.7 )      —           (2.9 )      (0.1 )   

Adjusted EBITDA margin

      (4.4 )%      (1.9 )%         (2.4 )%      (0.1 )%   

Pro forma sales in our Bathware segment were $118.8 million for Fiscal 2010 compared with $140.3 million for Fiscal 2009, a decline of 15.3%, due almost entirely to a drop in sales volumes. Bathware sells primarily to the U.S. residential construction market, which continued to be weak throughout Fiscal 2010 and declined further towards the end of the period.

Operating expenses in our Bathware segment totaled $31.5 million in Q4 2010 and $95.8 million in 9M 2010. Pro forma operating expenses were $129.8 million in Fiscal 2010 compared with $153.1 million in Fiscal 2009. Pro forma cost of sales for Fiscal 2010 decreased by approximately $11 million compared with Fiscal 2009 due to lower production volumes, partially offset by efficiency improvements and other benefits arising from restructuring projects of approximately $2 million. Pro forma operating expenses for Fiscal 2010 also decreased compared with Fiscal 2009 by approximately $2 million as a result of savings on freight costs. Bathware recognized a gain of $3.2 million on the exit and disposal of businesses in Fiscal 2010. Pro forma depreciation and pro forma amortization amounted to $10.7 million in Fiscal 2010 compared with $8.4 million in Fiscal 2009, the increase being due principally to the purchase accounting uplift to the carrying amounts of the relevant long-lived assets. In Fiscal 2009, Bathware recognized restructuring costs of $1.6 million and impairments of $2.5 million.

Our Bathware segment reported an operating loss of $4.4 million for Q4 2010 and $4.1 million for 9M 2010. Pro forma operating loss was $11.0 million for Fiscal 2010 compared with a loss of $12.8 million for Fiscal 2009.

Adjusted EBITDA in our Bathware segment was a loss of $1.2 million for Q4 2010 and $1.7 million for 9M 2010. Pro forma adjusted EBITDA was a loss of $2.9 million for Fiscal 2010, which was higher than the loss of $0.1 million for Fiscal 2009 due to the continued decline in the residential construction end market during Fiscal 2010.

Corporate

Corporate reported an operating loss of $131.0 million for Q4 2010 and $78.6 million for 9M 2010. Pro forma operating loss was $87.4 million in Fiscal 2010 compared with an operating loss of $48.1 million in Fiscal 2009. In Fiscal 2010, the pro forma compensation expense in respect of share-based incentives was $48.4 million compared with $5.1 million in Fiscal 2009. While there was no impairment of long-lived assets recognized in Fiscal 2010, Corporate recognized impairments of $15.5 million in Fiscal 2009. Corporate also recognized a pro forma management fee payable to the Sponsors of $3.0 million in Fiscal 2010.

 

70

Table of Contents

Corporate incurred an adjusted EBITDA loss of $6.1 million for Q4 2010 and a loss of $25.8 million for 9M 2010. Pro forma adjusted EBITDA was a loss of $34.3 million for Fiscal 2010 compared with a loss of $26.7 million for Fiscal 2009.

Discontinued Operations

Discontinued operations includes the Sensors & Valves operating segment. In addition, during Fiscal 2010, we recognized additional losses of $7.2 million (Fiscal 2009: $3.9 million) in relation to businesses sold in previous years that were classified as discontinued operations.

Sensors & Valves

 

$ in millions       Successor    
Q4 2010		         Predecessor    
9M 2010		     Pro Forma
    Adjustments    		         Pro Forma    
Fiscal 2010		         Predecessor    
Fiscal 2009		     Pro Forma
  Fiscal  2010 vs  
Fiscal 2009
% Change		  

Sales

     107.9         294.3         —         402.2          313.6        28.3%   

Operating expenses

     107.4          267.6          1.0         376.0          317.0      
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Operating profit/(loss)

     0.5         26.7         (1.0)        26.2          (3.4)     

Adjusted EBITDA

     17.4         44.5         —         61.9          25.6     

Adjusted EBITDA margin

     16.1%        15.1%          15.4%         8.2%     

To facilitate a discussion of the results of operations of the discontinued Sensors & Valves operating segment, we have presented above the results for the year on a pro forma basis taking into account the effects of the Events as if they had occurred on January 3, 2010. For further detail regarding the pro forma effects of the Events, see “Unaudited Pro Forma Financial Information” included elsewhere in this prospectus. The impact of pro forma adjustments on the Sensors & Valves operating segment may be summarized as follows:

 

$ in millions    Fiscal 2010  

Cost of sales:

   

– Additional depreciation expense

      (2.5 ) 

– Reversal of fair value uplift to inventory

      7.7  
  

 

 

  
     5.2  

Administration expenses:

   

– Additional depreciation expense

      (0.4 ) 

– Additional amortization expense

      (7.0 ) 

– Accelerated compensation expense in respect of the early vesting of employee share schemes

      0.9  
  

 

 

  
     (6.5 ) 

Transaction costs

      0.3  
  

 

 

  
     (1.0 ) 
  

 

 

  

Pro forma sales in our Sensors & Valves segment were $402.2 million for Fiscal 2010 compared with $313.6 million for Fiscal 2009, an increase of 28.3%, that was primarily the result of the higher product volumes demanded by the automotive OE market (which comprised 77.1% of Sensors & Valves’ Fiscal 2010 pro forma sales), particularly in North America and Asia. During Fiscal 2009, extended plant shutdowns, which were particularly extensive in the North American automotive OE end market (particularly during the Chapter 11 restructurings of General Motors and Chrysler), and significantly depressed sales by automotive OEMs, affected sales levels at the Schrader Electronics business. These positive volume variances were slightly offset by approximately $12 million of adverse selling price variances. Schrader International’s automotive aftermarket business, which accounts for the remainder of Sensors & Valves’ sales, grew as a result of improving conditions in those markets compared with Fiscal 2009.

Operating expenses in our Sensors & Valves segment totaled $107.4 million in Q4 2010 and $267.6 million in 9M 2010. Pro forma operating expenses were $376.0 million in Fiscal 2010 compared with $317.0 million in Fiscal 2009. Pro forma cost of sales for Fiscal 2010 increased by approximately $100 million compared with Fiscal 2009 due to higher production volumes, and by approximately $7 million as a result of rising raw material prices. These increases were partially offset by efficiency improvements and other benefits arising from restructuring projects of approximately $7 million. Pro forma depreciation and pro forma amortization amounted to $35.3 million in Fiscal 2010 compared with $25.0 million in Fiscal 2009, the increase being due principally to the purchase accounting uplift to the carrying amounts of the relevant long-lived assets. Pro forma operating profit for Fiscal 2010 was approximately $4 million higher compared with Fiscal 2009 as a result of increased freight costs. In Fiscal 2010, the pro forma compensation expense in respect of share-based incentives was $2.1 million compared with $0.8 million in Fiscal 2009. A release of $1.7 million of the provision for restructurings was recognized in Fiscal 2010 compared with an expense of $3.2 million for Fiscal 2009.

Our Sensors & Valves segment recognized an operating profit of $0.5 million for Q4 2010 and $26.7 million for 9M 2010. Pro forma operating profit was $26.2 million for Fiscal 2010 compared with an operating loss of $3.4 million for Fiscal 2009.

Adjusted EBITDA in our Sensors & Valves segment was $17.4 million for Q4 2010 and $44.5 million for 9M 2010. Pro forma adjusted EBITDA was $61.9 million for Fiscal 2010 compared with $25.6 million for Fiscal 2009, with the improvement being due principally to higher sales volumes to the North American automotive OE market. Sensors & Valves’ adjusted EBITDA margin improved to 15.4 % on a pro forma basis in Fiscal 2010 compared with 8.2% in Fiscal 2009.

Fiscal 2009 Compared with Fiscal 2008

Group summary

 

     Fiscal  
$ in millions    2009*     2008*  

Continuing operations

     

Sales

      3,866.5       5,094.9   

Cost of sales

      (2,748.2 )      (3,702.4 ) 
  

 

 

    

 

 

  

Gross profit

      1,118.3        1,392.5   

Distribution costs

      (441.7 )      (556.7 ) 

Administrative expenses

      (437.0 )      (470.0 ) 

Impairments

      (73.0 )      (341.3 ) 

Restructuring costs

      (140.9 )      (25.8 ) 

Net gain on disposals and on the exit of businesses

      0.2        43.0   

Gain on amendment of post-employment benefits

      63.0        —     

Share of loss of associates

      (0.7 )      (2.5 ) 
  

 

 

    

 

 

  

Operating profit

      88.2        39.2   
  

 

 

    

 

 

  

Interest expense

      (111.0 )      (133.6 ) 

Investment income

      67.0        87.6   

Other finance expense

      (0.3 )      (25.0 ) 
  

 

 

    

 

 

  

Net finance costs

      (44.3 )      (71.0 ) 
  

 

 

    

 

 

  

Profit before tax

      43.9        (31.8 ) 
  

 

 

    

 

 

  

 

* Re-presented (see note 15 to the consolidated financial statements included elsewhere in this prospectus).

Sales

Sales from continuing operations were $3,866.5 million for Fiscal 2009 compared with $5,094.9 million for Fiscal 2008, a decline of 24.1%. Most of our end markets experienced significant weakening, particularly in the first half of 2009, which caused a corresponding decline in sales volumes of approximately $1,030 million across our businesses. This decline was somewhat softened by positive price variances of approximately $70 million. Sales fell by $204.6 million for Fiscal 2009 compared with Fiscal 2008 due to changes in average currency exchange rates. Sales were also reduced by $79.5 million for Fiscal 2009 due to the disposal of two non-core businesses in Fiscal 2008, but this was partially offset by the contribution of recent acquisitions made in Fiscal 2009 which added $26.4 million to sales for Fiscal 2009 compared with Fiscal 2008.

Cost of Sales

Cost of sales was $2,748.2 million for Fiscal 2009 compared with $3,702.4 million for Fiscal 2008.

During Fiscal 2009, we reduced our production levels in response to declining sales volumes and in order to reduce inventory in support of management’s continuing effort to control working capital levels. Due to these lower volumes, raw material, direct labor and other variable direct costs incurred each declined by more than 30% for Fiscal 2009 compared with Fiscal 2008. In addition, during Fiscal 2009, we benefited from reductions in our cost base of approximately $35 million resulting from projects Eagle and Cheetah, and reductions in material costs of approximately $23 million, compared with Fiscal 2008. Depreciation was 16.4% lower for Fiscal 2009 compared with Fiscal 2008, reflecting the impact of restructuring initiatives during 2009, the impairment of property, plant and equipment that was recognized in Fiscal 2008 and management’s strict control over capital expenditure levels. Other overhead expenses were 24.7% lower for Fiscal 2009 compared with Fiscal 2008 due to the impact of restructuring initiatives during Fiscal 2009.

 

71

Table of Contents

Gross Margin

Gross margin increased from 27.3% for Fiscal 2008 to 28.9% for Fiscal 2009 due primarily to the reduction of our cost base resulting from projects Eagle and Cheetah, with raw material costs as a percentage of sales decreasing from 42.2% for Fiscal 2008 to 36.4% for Fiscal 2009 and the labor cost base improved from 8.4% of sales for Fiscal 2008 to 7.6% for Fiscal 2009.

Distribution Costs

Distribution costs were $441.7 million for Fiscal 2009 compared with $556.7 million for Fiscal 2008, a decrease of 20.7%. Distribution costs fell primarily in response to lower sales volumes, but also as a result of lower energy costs which resulted in freight cost savings of approximately $45 million.

Administrative Expenses

Administrative expenses were $437.0 million for Fiscal 2009 compared with $470.0 million for Fiscal 2008, a decrease of 7.0%. Administrative expenses declined primarily due to savings of approximately $40 million from strategic initiatives and efficiency improvements, focusing on headcount reductions and reduced professional and consultancy fees.

Impairments

We recognized impairment charges of $73.0 million for Fiscal 2009, comprising $18.9 million related to goodwill and intangible assets, $38.6 million on assets that had become impaired as a consequence of our restructuring initiatives and $15.5 million on receivables held in connection with the disposal of businesses in prior years.

During Fiscal 2008 impairments were $341.3 million, of which $228.6 million related to goodwill and $112.7 million related to property, plant and equipment, largely as a result of the significant deterioration during 2008 of the North American automotive OE and U.S. residential construction end markets.

Restructuring Costs

During Fiscal 2009, restructuring costs amounted to $140.9 million and primarily related to the restructuring of our manufacturing operations under projects Eagle and Cheetah. During Fiscal 2008, restructuring costs were $25.8 million and these were largely related to the closure of manufacturing facilities as well as $5.6 million in relation to the outsourcing of certain information technology services.

Net Gain on Disposals and on the Exit of Businesses

During Fiscal 2009, we recognized a net gain of $0.2 million in relation to the disposal of businesses in prior years. During Fiscal 2008, we recognized a gain of $43.2 million as a result of the disposal of Stant and Standard-Thomson.

Gain on Amendment of Post-Employment Benefits

Effective September 30, 2009, we closed our principal defined benefit pension plans in the United States and Canada to future service accrual and the deferred pension benefits accrued under those plans were frozen, based on the pensionable salaries of participating employees at that date. In addition, we closed the Gates post-retirement healthcare plan in the United States to employees who had not retired by December 31, 2009 and reduced the benefits payable to existing beneficiaries. As a result of these amendments, we recognized a gain of $63.0 million for Fiscal 2009, of which $35.3 million related to pensions and $27.7 million to healthcare benefits.

Operating Profit

Operating profit was $88.2 million for Fiscal 2009 compared with $39.2 million for Fiscal 2008.

 

72

Table of Contents

Adjusted EBITDA

Our adjusted EBITDA was $422.1 million for Fiscal 2009 compared with $576.9 million for Fiscal 2008, a decline of 26.8% that was due largely to the effect of reduced sales volumes. Our adjusted EBITDA margin was 10.9% in Fiscal 2009, compared with 11.3% in Fiscal 2008. Although the margin fell in the first half of 2009, it recovered in the second half of 2009, reflecting the effect of improving sales and the reduction in our cost base that resulted from our restructuring initiatives.

A reconciliation of operating profit or loss for the period to adjusted EBITDA for each of the periods under review is presented under the heading “—Non-GAAP Measures.”

Net Finance Costs

Net finance costs were $44.3 million for Fiscal 2009 compared with $71.0 million for Fiscal 2008. Net interest payable on net borrowings was lower at $36.9 million for Fiscal 2009 compared with $43.3 million for Fiscal 2008 due to lower than average net debt and lower average interest rates during Fiscal 2009 compared with Fiscal 2008.

Net finance cost recognized in relation to post-employment benefits was $7.1 million for Fiscal 2009 compared with $2.7 million for Fiscal 2008 and is shown as follows:

 

     Fiscal  
$ in millions    2009*     2008*  

Interest cost on benefit obligation

    $ 69.6      $ 78.0   

Expected return on plan assets

      (62.5 )      (75.3 ) 
  

 

 

    

 

 

  

Net finance cost

    $ 7.1      $ 2.7   
  

 

 

    

 

 

  

 

* Re-presented (see note 15 to the consolidated financial statements included elsewhere in this prospectus).

Other finance expense was $0.3 million for Fiscal 2009 compared with $25.0 million for Fiscal 2008. This primarily related to gains and losses on financial instruments held by us to hedge our currency translation exposures that either did not qualify for hedge accounting or in respect of which there was hedge ineffectiveness.

Income Tax Expense

We recognized an income tax expense of $25.1 million on a profit before tax of $43.9 million in Fiscal 2009, compared with an income tax expense of $34.2 million on a loss before tax of $31.8 million in Fiscal 2008.

Analysis by Ongoing Business Segment

Industrial & Automotive

Market Background

US industrial production, as measured by the U.S. Federal Reserve Industrial Production index, was down on average 10% in 2009 compared with 2008. The industrial OE and industrial replacement markets were down around 25-35%, due to a combination of declining end customer demand and destocking. In the second half of the year, the markets began to stabilize, with some limited growth, particularly in the industrial replacement markets as demand improved and destocking eased. The European market followed a similar trend, with industrial production down 14%. Following a tough start to 2009, Asia continued to grow, particularly in China, where industrial production was up 12% in 2009. Japan performed poorly, with machine orders down 32% in 2009.

 

73

Table of Contents

The North American automotive aftermarket, remained broadly flat compared with 2008, assisted by lower gasoline prices in the U.S. and marginally higher car usage (as measured by the U.S. Department of Transport in terms of miles driven). A similar trend was seen in the European and Asian markets.

In the automotive OE market, volumes in the first half of 2009 were affected by extended plant shutdowns and consumer concerns over the viability of some automotive companies, particularly General Motors and Chrysler, who both filed for Chapter 11 protection (the recoverability of our receivables due from these companies was not affected by these filings). Automotive production was down around 30% globally in the first half of 2009 compared with 2008, with volumes in North America down approximately 50% and volumes in Europe down around 34%. Government stimulus plans mitigated the impact of the decline, particularly in Europe and Asia, where the stimulus plans ran for the majority of 2009. In the second half the year, production levels increased compared with the first half, with global volumes up 26%, North American volumes up 46% and European volumes up 13% due to lower inventory levels and higher demand.

Power Transmission

 

$ in millions, unless otherwise stated    Fiscal 2009     Fiscal 2008     Fiscal 2009 vs
Fiscal 2008
% Change		  

Sales

      1,763.4        2,125.2        (17.0 )% 

Operating expenses

      1,620.4        2,195.8     

Operating profit/(loss)

      143.0        (70.6 )   

Adjusted EBITDA

      295.8        333.0     

Adjusted EBITDA margin

      16.8 %      15.7 %   

Sales in our Power Transmission segment were $1,763.4 million for Fiscal 2009 compared with $2,125.2 million for Fiscal 2008, a decline of 17.0%. Adjusted for the effect of adverse currency exchange rate fluctuations, sales declined by $211.2 million compared with Fiscal 2008, primarily as a result of lower volumes in most of the Power Transmission segment’s end markets in the regions in which it operates. Positive price variances of approximately $16 million helped to offset these negative volume variances. Notable exceptions were China, which performed well during 2009, showing double digit percentage growth, and the Gates automotive aftermarket business (38% of Power Transmission’s sales for Fiscal 2009), which continued to demonstrate its resilience. Sales to the industrial OEM and industrial replacement end markets (23% of Power Transmission’s sales for Fiscal 2009) declined by 28% due to a decline in volumes and some destocking by our customers. Sales to the automotive OEM end market (39% of Power Transmission’s sales for Fiscal 2009) decreased approximately 20%, driven by lower automotive production levels, particularly in North America and Europe.

Operating expenses in our Power Transmission segment totaled $1,620.4 million in Fiscal 2009 and $2,195.8 million in Fiscal 2008. Cost of sales in Fiscal 2009 reduced by approximately $170 million compared with Fiscal 2008 due to lower production volumes and by approximately $15 million as a result of lower depreciation charges. Operating expenses for Fiscal 2009 were approximately $30 million lower compared with Fiscal 2008 due to efficiency improvements and other benefits arising from restructuring projects, and also benefited from a gain of approximately $5 million as a result of lower freight costs compared with Fiscal 2008. Power Transmission’s operating expenses also included restructuring costs of $75.6 million for Fiscal 2009 compared with $13.8 million for Fiscal 2008, impairments of $23.2 million for Fiscal 2009 compared with $284.6 million for Fiscal 2008 and a gain of $29.7 million on the amendment of post-employment benefits in Fiscal 2009. Restructuring costs recognized in the first half of 2009 were primarily related to the cessation of manufacturing operations in Aachen, Germany, and the closure of the facilities in Mississauga and London, Canada and FormFlo in the U.K. Restructuring costs for Fiscal 2008 were primarily related to the closure of the manufacturing facility in Moncks Corner, South Carolina. Impairments recognized in Fiscal 2009 arose as a consequence of restructuring initiatives. During Fiscal 2008, Power Transmission recognized a $194.6 million impairment of goodwill and a further $90.0 million impairment of property, plant and equipment due to the significant deterioration of the North American automotive OE and industrial end markets.

Operating profit in our Power Transmission segment was $143.0 million for Fiscal 2009 compared with a loss of $70.6 million for Fiscal 2008.

Adjusted EBITDA in our Power Transmission segment was $295.8 million for Fiscal 2009 compared with $333.0 million for Fiscal 2008, a decline of 11.2%. Adjusted EBITDA margin increased to 12.0% in Fiscal 2009, compared with 10.7% in Fiscal 2008.

 

74

Table of Contents

Fluid Power

 

$ in millions, unless otherwise stated    Fiscal 2009     Fiscal 2008     Fiscal 2009 vs
Fiscal 2008
% Change		  

Sales

      588.7       832.3        (29.3 )% 

Operating expenses

      611.5        803.3     

Operating (loss)/profit

      (22.8 )      29.0     

Adjusted EBITDA

      18.8       79.3     

Adjusted EBITDA margin

      3.2 %      9.5 %   

Sales in our Fluid Power segment were $588.7 million for Fiscal 2009 compared with $832.3 million for Fiscal 2008, a decline of 29.3% due largely to reduced sales volumes. Positive price variances of approximately $30 million partially offset the negative impact of lower volumes. Adjusted for the effect of adverse currency exchange rate fluctuations, sales declined by $210.0 million compared with Fiscal 2008. Sales to the industrial OEM market (27% of Fluid Power’s sales for Fiscal 2009) were down 46% compared with Fiscal 2008 due to continued severely depressed industrial activity caused by the global economic recession. Sales to the industrial replacement end market were down 24% for Fiscal 2009 compared with Fiscal 2008 due to a decline in volumes and some destocking by our customers. Overall, sales increased by 8.8% in the second half of 2009 compared with the first half, due to more stable market conditions and a reduction in destocking by our customers.

Operating expenses in our Fluid Power segment totaled $611.5 million in Fiscal 2009 and $803.3 million in Fiscal 2008. Cost of sales in Fiscal 2009 reduced by approximately $150 million compared with Fiscal 2008 due to lower production volumes and by approximately $9 million as a result of savings on material costs. Operating expenses for Fiscal 2009 were approximately $20 million lower compared with Fiscal 2008 due to efficiency improvements and other benefits arising from restructuring projects, and also benefited from a gain of approximately $8 million as a result of lower freight costs compared with Fiscal 2008. Fluid Power’s operating expenses also included restructuring costs of $26.0 million for Fiscal 2009 compared with $1.9 million for Fiscal 2008, impairments of $12.5 million for Fiscal 2009 compared with $11.7 million for Fiscal 2008 and a gain on the amendment of post-employment benefits of $31.4 million for Fiscal 2009. Restructuring costs recognized in Fiscal 2009 principally related to the cessation of hose manufacturing activities in Erembodegem, Belgium and the substantial closure of an assembly facility in St. Neots, U.K. Impairments recognized in Fiscal 2009 arose as a consequence of restructuring initiatives. Impairments recognized in Fiscal 2008 were related to the property, plant and equipment of certain of the Fluid Power segment’s businesses in Europe.

Our Fluid Power segment incurred an operating loss of $22.8 million in Fiscal 2009 compared with an operating profit of $29.0 million for Fiscal 2008.

Adjusted EBITDA in our Fluid Power segment was $18.8 million for Fiscal 2009 compared with $79.3 million for Fiscal 2008, the decline being principally due to the significant reduction in sales volumes and initiatives to reduce inventory levels. Adjusted EBITDA margin declined to 3.2% in Fiscal 2009, compared with 9.5% in Fiscal 2008.

 

75

Table of Contents

Other Industrial & Automotive

 

$ in millions, unless otherwise stated    Fiscal 2009     Fiscal 2008     Fiscal 2009 vs
Fiscal 2008
% Change		  

Sales

      463.4       602.1       (23.0 )% 

Operating expenses

      449.6        560.5     

Operating profit

      13.8       41.6    

Adjusted EBITDA

      41.6       61.9    

Adjusted EBITDA margin

      9.0 %      10.3 %   

Sales in our Other I&A segment were $463.4 million for Fiscal 2009 compared with $602.1 million for Fiscal 2008, a decline of 23.0% due largely to reduced sales volumes. Adjusted for the effect of adverse currency exchange rate fluctuations, sales declined by $134.2 million compared with Fiscal 2008. The industrial and recreational vehicle markets (approximately 80% of Other I&A’s sales for Fiscal 2009), continued to decline due to the low level of industrial activity, particularly in the Dexter business as a result of lower demand in the utility, industrial and recreational trailer markets.

Operating expenses in our Other I&A segment totaled $449.6 million in Fiscal 2009 and $560.5 million in Fiscal 2008. Cost of sales in Fiscal 2009 reduced by approximately $113 million compared with Fiscal 2008 due to lower production volumes and by approximately $18 million as a result of efficiency improvements and other benefits arising from restructuring projects. These benefits were somewhat offset by increased labor-related costs of approximately $5 million. Other I&A’s operating expenses also included restructuring costs of $12.2 million for Fiscal 2009 compared with $3.2 million for Fiscal 2008, as well as impairments of $0.7 million and a gain on the amendment of post-employment benefits of $1.7 million for Fiscal 2009. Restructuring costs recognized in Fiscal 2009 were primarily related to the closure of Ideal’s manufacturing facility at St. Augustine, Florida and the rationalization of Dexter’s manufacturing facilities.

Operating profit in our Other I&A segment was $13.8 million for Fiscal 2009 compared with $41.6 million for Fiscal 2008.

Adjusted EBITDA in our Other I&A segment was $41.6 million for Fiscal 2009 compared with $61.9 million for Fiscal 2008, the decline being principally due to significantly reduced sales volumes. Adjusted EBITDA margin declined to 9.0% in Fiscal 2009, compared with 10.3% in Fiscal 2008.

Building Products

Market Background

In the U.S., non-residential construction declined on a square foot basis by 46% in 2009 compared with 2008, and by 33% on a value basis (as measured by Dodge). Building Products’ key sector is offices followed by education, hospitals, public buildings and hotels. All of Building Products’ sectors declined, with office and hotels the worst affected, declining by around 60% in square footage compared with 2008. However, the public buildings sector rose by around 10% on a value basis compared with 2008. The U.S. Architectural Billings Index, which is regarded as a leading indicator of future commercial construction activity, remained under 50, indicating continuing contraction in activity. Office vacancy rates continued to rise.

The U.S. residential construction market declined by 39% in 2009 compared with 2008 to 554,000 housing starts (according to the NAHB), the fourth straight year of decline and a record low. In 2009, housing starts were over 70% lower than the peak of around 2 million units in 2005. Around the middle of 2009, the market stabilized at around 600,000 units on an annualized basis. Housing inventories fell throughout the year, reaching 8.1 months for new homes and 7.2 for existing homes. Home prices, as measured by the Case-Shiller Index, fell throughout the first half of 2009 but recovered in the second half, showing month-on-month gains from May to October. Existing home sales improved throughout 2009, achieving year-on-year increases from July onwards. The U.S. tax credit stimulus was in place for the majority of 2009 and provided some stability to the market.

Air Distribution

 

$ in millions, unless otherwise stated    Fiscal 2009     Fiscal 2008     Fiscal 2009 vs
Fiscal 2008
% Change		  

Sales

      874.2       1,112.3       (21.4 )% 

Operating expenses

      826.0        1,051.1     

Operating profit

      48.2       61.2    

Adjusted EBITDA

      105.6       132.7    

Adjusted EBITDA margin

      12.1 %      11.9 %   

 

76

Table of Contents

Sales in our Air Distribution segment were $874.2 million for Fiscal 2009 compared with $1,112.3 million for Fiscal 2008, a decline of 21.4% due largely to reduced sales volumes. Positive price variances of approximately $11 million partially offset the negative impact of lower volumes. Adjusted for the effect of adverse currency exchange rate fluctuations, sales declined by $223.3 million compared with Fiscal 2008. After a strong start in the early part of Fiscal 2009, sales into the non-residential construction markets weakened as a result of the declining market conditions and consequently orders and backlogs continued to weaken throughout Fiscal 2009. As a result, sales in our non-residential businesses (72% of Air Distribution’s sales for Fiscal 2009) decreased by 21% for Fiscal 2009. Sales to the residential construction market (28% of Air Distribution’s sales for Fiscal 2009) declined in the first half of 2009 but stabilized in the second half of 2009. Overall, sales in our residential business were down 24% for Fiscal 2009 compared with Fiscal 2008.

Operating expenses in our Air Distribution segment totaled $826.0 million in Fiscal 2009 and $1,051.1 million in Fiscal 2008. Cost of sales in Fiscal 2009 reduced by approximately $160 million compared with Fiscal 2008 due to lower production volumes. These benefits were somewhat offset by increased labor-related costs of approximately $5 million. Operating expenses for Fiscal 2009 were approximately $37 million lower compared with Fiscal 2008 due to efficiency improvements and other benefits arising from restructuring projects, and also benefited from a gain of approximately $15 million as a result of lower freight costs compared with Fiscal 2008. Air Distribution’s operating expenses also included restructuring costs of $5.1 million for Fiscal 2009 compared with $3.6 million for Fiscal 2008 and impairments of $18.6 million for Fiscal 2009 compared with $34.0 million for Fiscal 2008. Impairments recognized in Fiscal 2008 related to a decline in the U.S. residential construction end market.

Operating profit in our Air Distribution segment was $48.2 million for Fiscal 2009 compared with $61.2 million for Fiscal 2008.

Adjusted EBITDA in our Air Distribution segment was $105.6 million for Fiscal 2009 compared with $132.7 million for Fiscal 2008, the decline being principally due to reduced sales volumes in both the non-residential and residential construction end markets. However, the adjusted EBITDA margin increased slightly to 12.1% in Fiscal 2009, compared with 11.9% in Fiscal 2008.

Bathware

 

$ in millions, unless otherwise stated    Fiscal 2009     Fiscal 2008     Fiscal 2009 vs
Fiscal 2008
% Change		  

Sales

      140.3       208.2       (32.6 )% 

Operating expenses

      153.1        222.4     

Operating loss

      (12.8 )      (14.2 )   

Adjusted EBITDA

      (0.1 )      (2.1 )   

Adjusted EBITDA margin

      (0.1 )%      (1.0 )%   

Sales in our Bathware segment were $140.3 million for Fiscal 2009 compared with $208.2 million for Fiscal 2008, a decline of 32.6% due largely to reduced sales volumes. Bathware sells primarily to the U.S. residential construction and remodeling markets, which continued to weaken, particularly in the first half of 2009.

Operating expenses in our Bathware segment totaled $153.1 million in Fiscal 2009 and $222.4 million in Fiscal 2008. Cost of sales in Fiscal 2009 reduced by approximately $33 million compared with Fiscal 2008 due to lower production volumes and by approximately $5 million as a result of lower labor-related costs. Operating expenses for Fiscal 2009 were approximately $14 million lower compared with Fiscal 2008 due to lower freight costs, and also benefited from a gain of approximately $8 million as a result of efficiency improvements and other benefits arising from restructuring projects. Bathware’s operating expenses also included restructuring costs of $1.6 million for Fiscal 2009 compared with $2.2 million for Fiscal 2008, as well as an impairment charge of $2.5 million for Fiscal 2009 which arose as a consequence of our restructuring initiatives.

Our Bathware segment incurred an operating loss of $12.8 million for Fiscal 2009 and a loss of $14.2 million for Fiscal 2008.

Adjusted EBITDA in our Bathware segment was a loss of $0.1 million for Fiscal 2009 and a loss of $2.1 million for Fiscal 2008. Bathware benefited from our cost reduction and restructuring initiatives but this was partially offset by lower overhead absorption due to reduced production levels.

Corporate

Corporate costs were $32.2 million in Fiscal 2009 compared with $37.0 million in Fiscal 2008. Also, in Fiscal 2009, Corporate recognized an impairment of $15.5 million on receivables held in relation to the disposal of businesses in previous years.

Corporate incurred an adjusted EBITDA loss of $26.7 million for Fiscal 2009 compared with a loss of $27.8 million for Fiscal 2008.

Discontinued Operations

Discontinued operations includes the Sensors & Valves operating segment. In addition, during Fiscal 2009, we recognized additional losses of $3.9 million (Fiscal 2008: $nil) in relation to businesses sold in previous years that were classified as discontinued operations.

Sensors & Valves

 

$ in millions, unless otherwise stated    Fiscal 2009     Fiscal 2008     Fiscal 2009 vs
Fiscal 2008
% Change		  

Sales

      313.6       421.0       (25.5 )% 

Operating expenses

      317.1        393.3     

Operating (loss)/profit

      (3.5 )      27.7    

Adjusted EBITDA

      25.6       56.5    

Adjusted EBITDA margin

      8.2 %      13.4 %   

Sales in the Sensors & Valves segment were $313.6 million for Fiscal 2009 compared with $421.0 million for Fiscal 2008, a decline of 25.5% due largely to reduced sales volumes. Adjusted for the effect of adverse currency exchange rate fluctuations, sales fell by $64.6 million compared with Fiscal 2008, primarily as a result of lower volumes in the automotive OE end market (74% of Sensors & Valves’ sales for Fiscal 2009). Schrader International’s automotive aftermarket business, which accounts for the remainder of the Sensors & Valves segment’s sales, was affected by low customer demand and declined compared with 2008.

Operating expenses in our Sensors & Valves segment totaled $317.1 million in Fiscal 2009 and $393.3 million in Fiscal 2008. The significant impacts on cost of sales during the period included a reduction of approximately $20 million due to lower production volumes, partially offset by savings on material costs of approximately $5 million and savings from strategic initiatives of approximately $4 million. Sensors & Valves’ operating expenses also included restructuring costs of $3.2 million for Fiscal 2009 compared with $0.2 million for Fiscal 2008 and impairments of $1.1 million for Fiscal 2008.

Our Sensors and Valves segment incurred an operating loss of $3.5 million in Fiscal 2009 compared with an operating profit of $27.7 million for Fiscal 2008.

Adjusted EBITDA in our Sensors & Valves segment was $25.6 million for Fiscal 2009 compared with $56.5 million for Fiscal 2008, the decline being principally due to lower sales volumes. Adjusted EBITDA margin declined to 8.2% in Fiscal 2009 compared with 13.4% in Fiscal 2008.

 

77

Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

Background

Our primary liquidity and capital resource needs are for working capital, debt service requirements, capital expenditure, facility expansions and acquisitions. We expect to finance our cash requirements with cash on hand, cash flows from operations and, where necessary, borrowings under the revolving credit portion of our senior secured credit facilities. Prior to the Acquisition, our liquidity and capital resource needs were the same in nature but debt servicing requirements were substantially lower and capital expenditure was not subject to any limitation (from Fiscal 2011 onwards, capital expenditure is limited to $175 million per year under the senior secured credit facilities). We have historically relied on our cash flow from operations and various debt and equity financings for liquidity.

Based on our current operations, we believe that cash on hand, together with cash flows from operations and available borrowings under the revolving credit portion of our senior secured credit facilities, will be adequate to meet our cash requirements for the next twelve months. However, our ability to make scheduled payments of principal of, to pay interest on, and to refinance, our indebtedness, including the notes, to comply with the financial covenants under our debt agreements, and to fund our other liquidity requirements will depend on our ability to generate cash in the future, which is subject to a number of factors some of which may be beyond our control, including general economic, financial and competitive factors.

Cash Flow

Cash generated from operations was $281.5 million for Fiscal 2010 compared with $532.1 million for Fiscal 2009, a decline of $250.6 million.

During Fiscal 2010, cash generated from operations included a cash outflow of $114.4 million (Fiscal 2009: $nil) on transaction costs relating to business combinations and an outflow of $53.2 million (Fiscal 2009: $80.1 million) in relation to restructuring costs.

During Fiscal 2009, cash generated from operations benefited from a decline of $244.0 million in working capital, due largely to a reduction in inventory in response to declining sales volumes. During Fiscal 2010, however, cash generated from operations was adversely affected by an increase of $221.7 million in working capital (after adjusting for the uplift of $144.2 million to the carrying amount of inventory on the Acquisition), which was due principally to an increase in receivables and inventories resulting from the recovery in sales volumes. Excluding cash outflow on transaction costs relating to business combinations, restructurings costs and movements in working capital, operating cash flow was $670.8 million compared with $368.2 million in Fiscal 2009, an increase of $302.6 million, which was due largely to the improvement in our profitability as measured by adjusted EBITDA.

Gross capital expenditure was $155.9 million during Fiscal 2010, compared with $123.0 million for Fiscal 2009. Excluding the proceeds on asset sales arising from restructurings of $24.1 million (Fiscal 2009: $10.8 million), net capital expenditure for Fiscal 2010 was $152.7 million (Fiscal 2009: $120.9 million).

The table below shows the movements in net debt:

 

     Successor     Predecessor  
$ in millions    Q4 2010       9M 2010       Fiscal 2010     Fiscal 2009  

Cash generated from operations

      66.3       215.2       281.5       532.1  

Capital expenditure

      (60.2 )      (95.7 )      (155.9 )      (123.0 ) 

Disposal of property, plant and equipment

      2.7       24.6       27.3       12.9  
  

 

 

    

 

 

    

 

 

    

 

 

  

Trading cash flow

      8.8       144.1       152.9       422.0  

Income taxes paid (net)

      (20.9 )      (20.5 )      (41.4 )      (19.1 ) 

Interest paid (net)

      (56.7 )      (2.1 )      (58.8 )      (34.3 ) 

Financing costs paid

      (182.4 )      —          (182.4 )      (6.3 ) 

Dividends paid

      —          (56.9 )      (56.9 )      (48.3 ) 

Acquisitions and disposals (net)

      (4,531.5 )      (45.2 )      (4,576.7 )      (36.3 ) 

Issue of ordinary shares

      2,142.3       (0.7 )      2,141.6       (1.3 ) 

Other movements

      4.8       52.7       57.5       (4.3 ) 

Foreign currency movements

      (46.4 )      1.9       (44.5 )      (3.6 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Cash movement in net debt

      (2,682.0 )      73.3       (2,608.7 )      268.5  

Non-cash movements in net debt

      (44.9 )      —          (44.9 )      —     
  

 

 

    

 

 

    

 

 

    

 

 

  

(Increase)/decrease in net debt

      (2,726.9 )      73.3       (2,653.6 )      268.5  
  

 

 

    

 

 

    

 

 

    

 

 

  

 

78

Table of Contents

Treasury Management

Our central treasury function is responsible for procuring our financial resources and maintaining an efficient capital structure, together with managing our liquidity, foreign exchange and interest rate exposures.

All treasury operations are conducted within strict policies and guidelines that are approved by the Board. Compliance with those policies and guidelines is monitored by the regular reporting of treasury activities to the Board.

A key element of our treasury philosophy is that funding, interest rate and currency decisions and the location of cash and debt balances are determined independently from each other. Our borrowing requirements are met by raising funds in the most favorable markets. Management aims to retain a portion of net debt in the foreign currencies in which the net assets of our operations are denominated. The desired currency profile of net debt is achieved by entering into currency derivative contracts.

Management does not hedge the proportion of foreign operations effectively funded by shareholders’ equity. While the net income of foreign operations is not hedged, the effect of currency fluctuations on our reported net income is partly offset by interest payable on net debt denominated in foreign currencies.

From time to time, we also enter into currency derivative contracts to manage currency transaction exposures.

Where necessary, the desired interest rate profile of net debt in each currency is achieved by entering into interest rate derivative contracts.

Our portfolio of cash and cash equivalents is managed such that there is no significant concentration of credit risk in any one bank or other financial institution. Management monitors closely the credit quality of the institutions with which it holds deposits. Similar considerations are given to our portfolio of derivative financial instruments.

Our borrowing facilities are monitored against forecast requirements and timely action is taken to put in place, renew or replace credit lines. Management’s policy is to reduce liquidity risk by diversifying our funding sources and by staggering the maturity of its borrowings.

We have established credit ratings of Ba3 Stable with Moody’s and BB- Negative with Standard & Poor’s. Credit ratings are subject to regular review by the credit rating agencies and may change in response to economic and commercial developments.

An analysis of our exposure to liquidity risk, credit risk and market risk is presented in note 34 to the consolidated financial statements presented elsewhere in this prospectus.

Borrowings

As at December 31, 2010, our borrowings principally consisted of two term loans under the senior secured credit facilities and the notes that were issued to finance the Acquisition.

 

79

Table of Contents

Our borrowings as at December 31, 2010 may be analyzed as follows:

 

$ in millions    Carrying amount      Principal amount  
   Successor          Predecessor      Successor          Predecessor  
   As at
December 31,
2010		          As at
January 2,
2010		      As at
December 31,
2010		          As at
January 2,
2010		  

Bank overdrafts

      7.1            4.8         7.1            4.8   

Bank and other loans:

                  

– Secured

                  

Term Loan A

      271.2            —           296.0            —     

Term Loan B

      1,540.9            —           1,677.3            —     

Second Lien Notes

      1,098.3            —           1,150.0            —     

Other bank loans

      —              0.9         —              0.9   
  

 

 

        

 

 

     

 

 

        

 

 

  
     2,910.4            0.9         3,123.3            0.9   
  

 

 

        

 

 

     

 

 

        

 

 

  

– Unsecured

                  

Bank loans

      —              1.2        —              1.2   

2011 Notes

      172.2            256.5        165.5            241.9   

2015 Notes

      27.1            439.6        26.5            403.1   

Loan notes

      44.9            0.3         45.1            1.1   
  

 

 

        

 

 

     

 

 

        

 

 

  
     244.2            697.6         237.1            647.3   
  

 

 

        

 

 

     

 

 

        

 

 

  
     3,161.7            703.3         3,367.5            653.0   
  

 

 

        

 

 

     

 

 

        

 

 

  

A reconciliation of the carrying amount to the principal amount of our borrowings is presented in note 30 to the consolidated financial statements included elsewhere in this prospectus.

Secured Borrowings

The senior secured credit facilities and the notes were issued by Tomkins, Inc. and Tomkins, LLC, which are both wholly owned subsidiaries of Holdings, and are jointly and severally and fully and unconditionally guaranteed by the Holdings and certain other of Holdings’wholly-owned subsidiaries (the “Guarantors”). An analysis of the security given is presented in note 47 to the consolidated financial statements included elsewhere in this prospectus.

Bank Loans

Senior Secured Credit Facilities

We have senior secured credit facilities consisting of a Term Loan A credit facility, a Term Loan B credit facility and a senior secured revolving credit facility.

We initially borrowed $300.0 million under the Term Loan A credit facility and $1,700.0 million under the Term Loan B credit facility. On December 29, 2010, we prepaid $4.0 million against the Term Loan A credit facility and $22.7 million against the Term Loan B credit facility. As at December 31, 2010, the principal amount outstanding under the Term Loan A credit facility was $296.0 million and that under the Term Loan B credit facility was $1,677.3 million.

The revolving credit facility provides for multi-currency revolving loans and letters of credit up to an aggregate principal amount of $300.0 million, with a letter of credit sub-facility of $100.0 million. As at December 31, 2010, there were no drawings for cash under the revolving credit facility but there were letters of credit outstanding amounting to $40.3 million.

Subject to certain conditions, the revolving credit facility may be increased by up to $100.0 million and the Term Loan B credit facility increased by, or new term loan facilities established up to, $400.0 million (less any increase in the revolving credit facility).

Borrowings under the senior secured credit facilities bear interest at a floating rate, which can be either LIBOR plus an applicable margin or, at our option, a base rate as defined in the credit agreement plus an applicable

 

80

Table of Contents

margin. As of December 31, 2010, the applicable margin for the Term Loan B credit facility is 4.5% per annum for LIBOR and 3.5% per annum for base rate. As of December 31, 2010, the applicable margin for the Term Loan A credit facility and the revolving credit facility is between 3.75% and 4.25% per annum for LIBOR and 2.75% and 3.25% per annum for base rate depending on a total leverage to EBITDA ratio. LIBOR is subject to a 1.75% floor and base rate is subject to a 2.75% floor. As at December 31, 2010, borrowings under the Term Loan A credit facility attracted an interest rate of 6.0% per annum and those under the Term Loan B credit facility attracted an interest rate of 6.25% per annum (in both cases, to be next re-set on March 31, 2011). Each letter of credit issued under the revolving credit facility attracts a participation fee equal to the applicable LIBOR margin under the revolving credit facility to the maximum amount available to be drawn and a fronting fee of the greater of 0.25% of the maximum amount available to be drawn and $1,500 per annum. An unused line fee of 0.75% per annum is based on the unused portion of the revolving credit facility (which may decrease to 0.5% per annum based on a total leverage to EBITDA ratio).

The Term Loan A credit facility and the revolving credit facility mature on September 29, 2015 and the Term Loan B credit facility matures on September 29, 2016. The Term Loan A credit facility is subject to quarterly amortization payments of 2.5% and the Term Loan B credit facility is subject to quarterly amortization payments of 0.25%, in each case based on the original principal amount less certain prepayments and commencing on March 31, 2011 with the balance payable on maturity.

We may voluntarily prepay loans or reduce commitments under the senior secured credit facilities, in whole or in part, subject to minimum amounts without premium or penalty, other than in the case of certain re-pricing transactions with respect to the Term Loan B credit facility prior to September 29, 2011, which shall be subject to a 1% premium. If we prepay LIBOR rate loans other than at the end of an applicable interest period, it is required to reimburse the lenders for any consequential losses or expenses. We must prepay the Term Loan A credit facility and Term Loan B credit facility with net cash proceeds of asset sales, casualty and condemnation events, incurrence of indebtedness (other than indebtedness permitted to be incurred) and a percentage of excess cash flow based on a total leverage to EBITDA ratio, in each case subject to certain exceptions such as reinvestment rights.

On February 11, 2011, we agreed with the providers of the senior secured credit facilities a re-pricing of Term Loan A and Term Loan B and amendments to certain of the covenants attaching to the facilities. It was agreed that for both Term Loan A and Term Loan B the applicable margin for LIBOR will be reduced to 3.0% per annum, with LIBOR being subject to a 1.25% floor, and the applicable margin for base rate will be reduced to 2.0% per annum, with base rate being subject to a 2.25% floor. The re-pricing became effective on February 17, 2011 and attracted a one-off premium payment by us of $16.8 million.

Multi-Currency Revolving Credit Facility

As at January 2, 2010, Tomkins had in place a £400 million multi-currency revolving credit facility and had in place a $450 million forward-start facility that commenced on the expiry of the existing facility in August 2010 and was itself due to expire in May 2012. Borrowings under the facility attracted interest at floating rates determined by reference to LIBOR. As at January 2, 2010 and during 9M 2010, there were no drawings against the facility, which was replaced by the senior secured credit facilities on the Acquisition.

Other borrowings

Second Lien Notes

On September 29, 2010, we issued the $1,150.0 million notes.

 

81

Table of Contents

On and after October 1, 2014, we may redeem the notes, at our option, in whole at any time or in part from time to time, at the following redemption prices (expressed as percentage of the principal amount), plus accrued and unpaid interest to the redemption date:

 

     Redemption price  

During the year commencing:

   

– October 1, 2014

      104.50 % 

– October 1, 2015

      102.25 % 

– October 1, 2016 and thereafter

      100.00 % 

At any time prior to October 1, 2014, we may redeem the notes at our option, in whole at any time or in part from time to time, at 100% of the principal amount thereof plus the greater of (i) 1% of the principal amount and (ii) the excess of the present value at the redemption date of the redemption price as at October 1, 2014 and the required interest payments due from the redemption date to October 1, 2014 (discounted using an appropriate U.S. Treasury Rate plus 50 basis points) over the principal amount, plus accrued and unpaid interest to the redemption date.

At any time, or from time to time, prior to October 1, 2013, but not more than once in any twelve-month period, we may redeem up to 10% of the original aggregate principal amount of the notes at a redemption price of 103% of the principal amount thereof plus accrued and unpaid interest thereon up to but not including the redemption date.

Notwithstanding the foregoing, at any time and from time to time prior to October 1, 2013, we may redeem in the aggregate up to 35% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds of equity offerings by Top Co-op, Holdings’ immediate and ultimate parent entity, or certain of its subsidiaries at a redemption price of 109% of the principal amount thereof plus accrued and unpaid interest thereon up to but not including the redemption date, provided that at least 65% of the original aggregate principal amount of the notes remain outstanding after each such redemption (calculated after giving effect to any issuance of additional notes) and we satisfy certain other conditions.

In the event of a change of control over Holdings, each holder will have the right to require us to repurchase all or any part of such holder’s notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase, except to the extent that we have previously elected to redeem the notes.

2011 Notes and 2015 Notes

When it was acquired by the Group, Tomkins had outstanding the £150 million 2011 Notes and the £250 million 2015 Notes.

Each of the 2011 Notes and the 2015 Notes contain a put option giving the holders the option to put their notes to the relevant issuer at par plus accrued interest in the event of a change of control or certain acquisitions and disposals and, in either case, a ratings downgrade occurring as a result of such transaction.

On September 13, 2010, we offered to purchase the outstanding 2011 Notes at a price of 105.787% (plus accrued and unpaid interest) and the outstanding 2015 Notes at a price of 100.50% (plus accrued and unpaid interest). Acceptances were received in respect of £40.9 million of the 2011 Notes and £109.3 million of the 2015 Notes. On October 6, 2010, the purchase was completed for total consideration of £153.1 million (plus accrued interest of £3.0 million).

On November 19, 2010, we notified holders of the 2011 Notes and the 2015 Notes that the credit rating of the notes had been withdrawn by Moody’s and downgraded by Standard & Poor’s as a consequence of the Acquisition and that this constituted a put event entitling the holders to redeem the notes at par (plus accrued and unpaid interest). Put notices were received in respect of £2.1 million of the 2011 Notes and £123.5 million of the 2015 Notes. Settlement took place on December 17, 2010 for total consideration of £125.6 million (plus accrued interest of £2.0 million).

As at December 31, 2010, the principal amount of the outstanding 2011 Notes was £107.0 million and that of the 2015 Notes was £17.2 million.

On December 30, 2010, we made a further offer to purchase the outstanding 2011 Notes at a price of 105.00% (plus accrued and unpaid interest). Acceptances were received in respect of £4.9 million of the 2011 Notes. Settlement took place on January 19, 2011 and the principal amount of the outstanding 2011 Notes was thereby reduced to £102.1 million.

 

82

Table of Contents

Loan Note Alternative

Under the terms of the Acquisition, certain shareholders in Tomkins Limited elected to receive loan notes rather than cash in respect of all or part of the consideration payable on the purchase of their shares in Tomkins Limited, subject to a maximum aggregate amount of £50 million (the “Loan Note Alternative”). As at December 31, 2010, loan notes with a principal amount of £29.0 million were outstanding under the Loan Note Alternative. The loan notes accrue interest at the higher of 0.8% below LIBOR and 0% (to be next re-set on July 1, 2011).

The loan notes fall due for repayment, at par, on December 31, 2015. From June 30, 2011 until December 31, 2015, each holder has the right to require full or part repayment, at par, half-yearly on June 30 and December 31 and for this reason these loan notes are classified as current liabilities. At any time on or after six months after the date of issue of the loan notes, we may purchase any of the loan notes at any price by tender, private treaty or otherwise.

Although the loan notes are unsecured, we are required to retain in an escrow account cash equivalent to the nominal amount of the outstanding loan notes.

Maturity of Borrowings

As at December 31, 2010, the maturity of the principal amount of our borrowings was as follows:

 

$ in millions    Falling due         
   Within
1 year		      Between
1 and 2
years		      Between
2 and 5
years		      After
5 years		      Total  

Bank overdrafts

      7.1         —           —           —           7.1   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Bank and other loans:

               

– Secured

               

Term Loan A

      29.6         29.6         236.8         —           296.0   

Term Loan B

      16.9         16.8         50.3         1,593.3         1,677.3   

Second Lien Notes

      —           —           —           1,150.0         1,150.0   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  
     46.5         46.4         287.1         2,743.3         3,123.3   

– Unsecured

               

2011 Notes

      165.5         —           —           —           165.5   

2015 Notes

      —           —           26.5         —           26.5   

Loan notes

      44.9         0.2         —           —           45.1   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  
     210.4         0.2         26.5         —           237.1   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  
     264.0         46.6         313.6         2,743.3         3,367.5   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Seasonality of Borrowings

We operate in a wide range of markets and geographic locations and, as a result, there is little seasonality in our borrowing requirements. Fluctuations in our borrowings are caused principally by the timing of capital expenditure and interest payments.

Subsequent to the Acquisition, when our borrowings increased substantially, the principal amount of our borrowings decreased from $3,842.8 million to stand at $3,367.5 million as at December 31, 2010.

 

83

Table of Contents

Borrowing Headroom

As at December 31, 2010, our committed revolving credit facility of $300.0 million was undrawn for cash but there were letters of credit outstanding against the facility amounting to $40.3 million. Also, we have drawn $7.2 million against uncommitted borrowing facilities and had outstanding performance bonds, letters of credit and bank guarantees amounting to $66.0 million (in addition to those outstanding under the revolving credit facility).

Overall, therefore, our committed borrowing headroom was $186.5 million, in addition to cash balances of $506.3 million (including collateralized cash of $47.0 million).

Borrowing Covenants

We are subject to covenants, representations and warranties in respect of the senior secured credit facilities including two financial covenants as defined in the credit agreement that were tested for the first time for the covenant test period ended December 31, 2010. Firstly, the ratio of consolidated total debt to consolidated EBITDA (the “total leverage ratio”) must not exceed 6.1 times (for the covenant test period ended December 31, 2010, the ratio was 4.23 times). Secondly, the ratio of consolidated EBITDA to consolidated net interest (the “interest coverage ratio”) must not be less than 1.8 times (for the covenant test period ended December 31, 2010, the ratio was 5.48 times).

Going forward, the compliance with these financial covenants will be tested for a period to the end of each calendar quarter. The limits against which the financial covenants are tested become progressively stricter for each test period until December 31, 2012. Thereafter, the total leverage ratio must not exceed 5.25 times and the interest coverage ratio must not be less than 2.1 times.

The limits for the forthcoming year are set out below:

 

     Total leverage ratio
Must not exceed		     Interest coverage ratio
Must not be less than		  

Covenant test period ended:

     

– March 31, 2011

      6.10 x      1.80 x 

– June 30, 2011

      6.10 x      1.80 x 

– September 30, 2011

      6.00 x      1.85 x 

– December 31, 2011

      5.75 x      1.95 x 

– March 31, 2012

      5.55 x      2.00 x 

Any future non-compliance with the borrowing covenants could, if not waived, constitute an event of default and may, in certain circumstances, lead to an acceleration of the maturity of borrowings drawn down and the inability to access committed facilities.

Cash Balances

We manage our cash balances such that there is no significant concentration of credit risk in any one bank or other financial institution. We monitor closely the quality of the institutions that hold our deposits. Similar considerations are given to our portfolio of derivative financial instruments. As at December 31, 2010 95% of our cash balances were held with institutions rated at least A-1 by Standard & Poor’s and P-1 by Moody’s.

Our central treasury function is responsible for maximizing the return on surplus cash balances within the constraints of our liquidity and credit policy. We achieve this, where possible, by controlling directly all surplus cash balances and pooling arrangements on an ongoing basis and by reviewing the efficiency of all other cash balances across our businesses on a weekly basis.

Our policy is to apply funds from one part of our business to meet the obligations of another, wherever possible, in order to ensure maximum efficiency in the use of our funds. No material restrictions apply that limit the application of this policy.

 

84

Table of Contents

As at December 31, 2010, cash balances amounted to $459.3 million, of which $348.8 million was interest-bearing. All interest bearing deposits attract interest at floating rates. As at December 31, 2010, the weighted average interest rate on interest-bearing cash balances was 1.0%.

Other Assets and Liabilities

Intangible Assets

Goodwill

Goodwill recognized on the Acquisition was calculated as follows:

 

     $ in millions  

Consideration

      4,615.4  

Non-controlling interests

      304.5  
  

 

 

  
     4,919.9  

Net assets acquired

      (3,177.8 ) 
  

 

 

  

Goodwill recognized on Acquisition

      1,742.1  

Foreign currency translation

      3.3  
  

 

 

  

Goodwill recognized as at December 31, 2010

      1,745.4  
  

 

 

  

Goodwill recognized on the Acquisition is provisional because management has been unable to finalize its assessment of the fair values at the acquisition date of certain identifiable intangible assets and items of property, plant and equipment, but expects to complete the assessment during the third quarter of 2011.

Goodwill is principally attributable to expected future opportunities to increase sales and further enhance margins by further developing Tomkins’ product range and service capabilities (with an emphasis on the growing markets for energy-efficient and environmentally-friendly products), extending Tomkins’ global presence by further penetrating markets in the emerging economies, and by pursuing performance improvement initiatives. Of the goodwill recognized as at December 31, 2010, $1,540.0 million is allocated to I&A (of which $1,109.6 million is allocated to the Power Transmission operating segment) and $205.4 million is allocated to Building Products.

Further details on the accounting for Acquisition are provided in note 41 to the consolidated financial statements included elsewhere in this prospectus.

Other intangible assets

As at January 2, 2010, the carrying amount of other intangible assets was $78.0 million. During 9M 2010, we recognized additions of $12.6 million and incurred amortization of $17.0 million. As a result of the accounting for the Acquisition, we recognized a fair value uplift of $2,227.8 million to the carrying amount of the identifiable intangible assets held by Tomkins (which principally comprised brands and trade names, customer relationships and technology and know-how). During Q4 2010, the amortization expense recognized in respect of other intangible assets was $44.2 million. As at December 31, 2010, the carrying amount of other intangible assets was $2,268.5 million, that were initially recognized at their fair values on the Acquisition.

Applied research and development is important to our manufacturing businesses and there are centers in the U.S., Europe and Japan that focus on the introduction of new and improved products, the application of technology to reduce unit and operating costs and to improve services to customers. During Fiscal 2010, pro forma research and development expenditure was $85.9 million (Fiscal 2009: $78.6 million), of which $2.8 million (Fiscal 2009: $0.6 million) was capitalized.

Property, plant and equipment

As at January 2, 2010, the carrying amount of property, plant and equipment was $1,122.8 million. During 9M 2010, we recognized additions of $99.8 million and incurred a depreciation expense of $120.1 million. As a

 

85

Table of Contents

result of the accounting for the Acquisition, we recognized a fair value uplift of $260.2 million to the carrying amount of the property, plant and equipment held by Tomkins. Additions during Q4 2010 were $60.4 million and the depreciation expense for the period was $54.0 million. As at December 31, 2010, the carrying amount of property, plant and equipment was $1,359.1 million, including $4.2 million held under finance leases.

Our manufacturing facilities, distribution centers and offices are located in a number of countries, with a large proportion in North America. We own the majority of these facilities and continues to improve and replace them to meet the needs of our individual operations. As at December 31, 2010, I&A operated from 145 facilities in 25 countries, and Building Products operated from 62 facilities, predominantly in North America. As at December 31, 2010, the geographic analysis of our property, plant and equipment was as follows:

 

     Carrying amount  
     $ in millions      %  

U.S.

      534.8         39.3   

U.K.

      80.0         5.9   

Rest of Europe

      168.3         12.4   

Rest of the world:

      

– Canada

      169.3         12.5   

– China

      135.4         10.0   

– Mexico

      79.1         5.8   

– Brazil

      74.5         5.5   

– Other countries

      117.7         8.6   
     576.0         42.4   
  

 

 

     

 

 

  
     1,359.1         100.0   
  

 

 

     

 

 

  

Due to the diverse nature of our business, there was no individual facility, the loss of which would have a material adverse impact on our operations. Equally, there are no plans to construct, expand or improve facilities that would, on completion or cancellation, significantly affect our operations.

Post-employment benefits

Pensions

We operate a number of defined benefit pension plans, principally in the U.K. and the U.S., of which most are funded. All of the plans are closed to new entrants. During Fiscal 2009, management closed the principal pension plans in North America to future service accrual and the deferred pension benefits accrued under them were frozen. As a result, most of our pension plans are now closed to future service accrual by current employees. Funded plans receive contributions from us and, where they remain eligible, current employees, at rates that are determined by independent actuaries taking into account any funding objectives prescribed by local legislation.

As at December 31, 2010, the present value of the benefit obligation was $1,128.5 million (January 2, 2010: $1,116.0 million). Excluding the effects of currency exchange rate changes, the obligation increased by $20.6 million during Fiscal 2010.

As at December 31, 2010, the fair value of the plan assets was $1,011.1 million (January 2, 2010: $924.5 million). Excluding the effect of currency exchange rate changes, the plan assets increased by $95.4 million during Fiscal 2010.

On an actuarial basis, the net deficit in the plan was $117.4 million (January 2, 2009: $191.5 million) but, for accounting purposes, we were unable to recognize surpluses on certain of the plans amounting to $28.2 million (January 2, 2010: $8.6 million). Accordingly, the net pension liability recognized in the consolidated financial statements was $145.6 million (January 2, 2010: $200.1 million).

 

86

Table of Contents
$ in millions    Successor     Predecessor  
   As at
December 31, 2010		     As at
January 2, 2010		  

Benefit obligation

      (1,128.5 )      (1,116.0 ) 

Plan assets

      1,011.1       924.5  
  

 

 

    

 

 

  

Deficit in the plans

      (117.4 )      (191.5 ) 

Effect of the asset ceiling

      (28.2 )      (8.6 )
  

 

 

    

 

 

  

Net pension liability

      (145.6 )      (200.1 )
  

 

 

    

 

 

  

During Fiscal 2010, we contributed $44.0 million (Fiscal 2009: $52.7 million) to the defined benefit plans and expect to contribute approximately $46.9 million to them during 2011. Additionally, following negotiations with the trustees and regulatory authorities in connection with the Acquisition, we agreed to make one-off contributions amounting to $23.0 million to certain defined benefit pension plans in the U.S. and the U.K., of which $5.0 million was paid to the U.S. plans during Q4 2010 and $18.0 million was paid to the U.K. plans in January 2011, and agreed to forego optional short-term pension funding relief in the U.S. amounting to approximately $35.0 million.

Management of the risks associated with our defined benefit pension plans is the responsibility of our treasury function. Our primary objective is to identify and manage the risks associated with both the assets and liabilities of the defined benefit pension plans and we continue to work with the trustees of our pension plans to improve the management of our defined benefit pension risks.

The principal risks affecting the present value of the benefit obligation are: interest rate risk, inflation risk and mortality risk.

Management of the plan assets is the responsibility of trustee boards, over which we have varying degrees of influence depending on local regulations. We have made the trustee boards aware of our preference that, where plan assets are invested so as to match the cash flow and risk profiles of the benefit obligations, these arrangements are effective, and that other plan assets not so invested are held in investment grade bonds or broad-based local equity indices.

For some years, our U.S. plans have hedged the interest rate risk implicit in their benefit obligations. As at December 31, 2010, the benefit obligation of the funded U.S. plans amounted to $572.9 million, of which 96.7% was hedged using a combination of bonds and interest rate swaps with an average duration of 10.2 years.

For our business as a whole, we estimate that a 0.5% decrease in market interest rates would increase the benefit obligation by 3.6%, or $40.2 million. Only 9.2% of the benefit obligation of $1,128.5 million as at December 31, 2010 is exposed to future salary increases. We estimate that a 0.5% increase in the salary scale would increase the benefit obligation by $0.3 million.

Unless the benefit obligation is subject to a buy-out or buy-in, it is not practical to mitigate the effects of mortality risk. We estimate that if the average life expectancy of plan members increased by one year at age 65, the benefit obligation would increase by 2.6%, or $29.2 million.

During Fiscal 2010, the expense recognized in relation to defined contribution pension plans was $31.2 million (Fiscal 2009: $33.4 million).

Other benefits

We provide other post-employment benefits, principally health and life insurance cover, to certain of our employees in North America through a number of unfunded plans. During Fiscal 2009, management closed the Gates plan in the U.S. to new retirees and reduced the benefits payable to existing beneficiaries.

As at December 31, 2010, the liability recognized in respect of these plans was $130.0 million (January 2, 2010: $142.1 million). Excluding the effect of currency exchange rate changes, the liability increased by $9.3 million during Fiscal 2010.

 

87

Table of Contents

Benefits paid during Fiscal 2010 were $14.8 million (Fiscal 2009: $14.9 million).

Taxation

As at December 31, 2010, we recognized income tax liabilities amounting to $106.8 million (January 2, 2010: $94.7 million). Income tax recoverable was $11.0 million (January 2, 2010: $49.0 million).

As at December 31, 2010, we recognized a net deferred tax liability of $783.7 million (January 2, 2010: net deferred tax asset of $57.6 million), the change being principally due to the recognition of deferred tax on the fair value uplifts to the carrying amounts of long-lived assets on the Acquisition. Deferred tax assets of $825.1 million (January 2, 2010: $783.7 million) were not recognized in respect of tax losses and credits carried forward because it is not considered probable that taxable profits will be available against which they can be utilized.

As at December 31, 2010, deferred tax liabilities were not recognized on temporary differences amounting to $1,375.0 million associated with investments in subsidiaries. Deferred tax liabilities were not recognized on these temporary differences because we are able to control the timing of their reversal and it is probable that they will reverse in the foreseeable future. Income tax may be payable on these temporary differences if circumstances change, for example on the repatriation of assets from the subsidiaries concerned or on the sale or liquidation of one or more of them.

Contractual Obligations

As at December 31, 2010, our contractual obligations were as follows:

 

           Earliest period in which payment/(receipt) due  
$ in millions    Total     Less than
1 year		     1 –  3
years		      3 –  5
years		      After
5 years		  

Bank and other loans:

             

– Principal

      3,360.4       256.9       93.0         267.2         2,743.3   

– Interest payments(1)(2)

      1,522.7       243.5       451.5         437.1         390.6   

Derivative financial instruments:

             

– Payments(2)(3)

      473.1       473.1       —           —           —     

– Receipts(2)(3)

      (470.8 )      (470.8 )      —           —           —     

Finance leases

      4.9       0.7       0.8         0.8         2.6   

Operating leases

      220.1       45.1       63.3         45.3         66.4   

Post-employment benefits(4)

      64.9       64.9       —           —           —     

Purchase obligations(5)

      49.0       34.6       7.5         6.9         —     
  

 

 

    

 

 

    

 

 

     

 

 

     

 

 

  

Total(6)

      5,224.3       648.0       616.1         757.3         3,202.9   
  

 

 

    

 

 

    

 

 

     

 

 

     

 

 

  

 

(1) 

Future interest payments include payments on fixed and floating rate debt and are presented before the effect of interest rate derivatives.

(2) 

Floating rate interest payments and payments and receipts on the floating rate legs of interest rate derivatives are estimated based on market interest rates prevailing as at December 31, 2010.

(3) 

Receipts and payments on foreign currency derivatives are estimated based on market exchange rates prevailing as at December 31, 2010.

(4) 

Post-employment benefit obligations represent our expected cash contributions to our defined benefit plans in 2011. It is not practicable to present expected cash contributions for subsequent years because they are determined annually on an actuarial basis to provide for current and future benefits.

(5) 

A “purchase obligation” is an agreement to purchase goods or services that is enforceable and legally-binding on us and that specifies all significant terms, including: the fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

(6) 

We have not included in the table our income tax liabilities because it is not practicable to reliably estimate the timing of the related cash outflows in future years as these cash flows will only be determined after final audit by the tax authorities of previously-filed tax returns.

 

88

Table of Contents

Off-balance sheet arrangements

We have not entered into any transaction, agreement or other contractual arrangement that is considered to be an off balance sheet arrangement that is required to be disclosed other than operating lease commitments that are analyzed in note 44 to the consolidated financial statements included elsewhere in this prospectus.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various types of market risks including the effects of adverse fluctuations in foreign currency exchange rates, adverse movements in commodity prices for products we use in our manufacturing and adverse changes in interest rates. To reduce our exposure to these risks, we maintain risk management controls and policies to monitor these risks and take appropriate actions to attempt to mitigate such forms of market risks.

The disclosure below is our general quantitative and qualitative risk after conclusion of the Transactions. Further information and quantitative analysis is included in footnote 34 of the consolidated financial statements included elsewhere in this prospectus.

Foreign currency exchange rate risks. We have global operations and thus make investments and enter into transactions denominated in various foreign currencies. Our operating results are impacted by buying, selling and financing in currencies other than the functional currency of our operating companies. From time to time, we may enter into currency derivative contracts to manage currency transaction exposures.

Interest rate risk. We are subject to interest rate market risk in connection with our long-term debt. Our principal interest rate exposure after the consummation of the Transactions relates to outstanding amounts under our senior secured credit facilities. Our senior secured credit facilities provide for variable rate borrowings of up to $2,300.0 million including availability of $300.0 million under the revolving portion of our senior secured credit facility.

Commodity price risk. We purchase certain raw materials that are subject to price volatility caused by fluctuations in supply and demand as well as other factors. To help mitigate the impact of higher commodity prices we have multiple-source and geographically diverse procurement policies and have negotiated fixed price supply contracts with many of our commodity suppliers. In addition, we continue to negotiate with our customers to provide for the sharing of increased raw material costs. From time to time, we may enter into commodity contracts to manage our exposure to changes in commodity prices.

Seasonality

Industrial & Automotive

Sales to automotive OEMs do not tend to exhibit seasonal patterns while sales into the aftermarket are generally stronger during the winter months reflecting higher levels of demand for replacement parts for vehicles during those months. Sales to Industrial OEMs are strongest from October to April for outdoor power equipment and from February to June for agricultural equipment.

For the Fluid Power segment, moderate seasonality is primarily driven by consumer demand and crop-related seasonal activities. Production of construction equipment declines in the summer months followed by a resurgence of activity in the late fall, early winter and spring. The remaining markets served by the Fluid Power segment do not exhibit significant seasonal patterns.

Building Products

Sales to the construction industry generally slow down in November and December before the Thanksgiving, Christmas and New Year holiday season and are generally stronger in the spring and summer months. Sales can also be affected regionally by severe weather. Heating product sales are more concentrated in the fall and cooling product sales in the spring.

 

89

Table of Contents

Inflation

Inflation affects the cost of raw materials, goods and services we use. High energy costs and fluctuations in commodity prices can affect the cost of all raw materials and components. We seek to mitigate the adverse effects of inflation primarily through arrangements with our customers, improved productivity and strategic buying initiatives and have historically been able to pass on cost increases to our customers as a result of rising prices for our material inputs.

RESULTS OF OPERATIONS

6M 2011 Compared with 6M 2010

During the second quarter of 2011, management began actively seeking prospective buyers for our Schrader, Stackpole and Ideal businesses. The Schrader Electronics and Schrader International businesses constitute the Sensors & Valves operating segment and this segment has consequently been classified as a discontinued operation.

Unless otherwise indicated, all commentary in Management’s Discussion and Analysis is for continuing operations.

Summary

 

     Successor           Predecessor  

$ in millions

    6M
2011		           6M
2010*		     Pro  forma
adjustments
6M 2010		     Pro
forma
6M 2010		  

Continuing operations

              

Sales

      2,463.3             2,225.7        —          2,225.7   

Cost of sales

      (1,690.0 )           (1,500.3 )      (19.7 )      (1,520.0 ) 
  

 

 

         

 

 

    

 

 

    

 

 

  

Gross profit

      773.3             725.4        (19.7 )      705.7   

Distribution costs

      (263.5 )           (245.2 )      —          (245.2 ) 

Administrative expenses

      (345.0 )           (211.9 )      (70.4 )      (282.3 ) 

Transaction costs

      (0.8 )           (2.7 )      2.3       (0.4 ) 

Restructuring costs

      (18.2 )           (8.5 )      —          (8.5 ) 

Net gain on disposals and on the exit of businesses

      1.2             1.0        —          1.0  

Share of profit of associates

      1.2             0.4        —          0.4  
  

 

 

         

 

 

    

 

 

    

 

 

  

Operating profit

      148.2             258.5        (87.8 )      170.7  
 

Interest expense

      (171.3 )           (48.0 )      (133.6 )      (181.6 ) 

Investment income

      36.1             32.0        —          32.0   

Other finance income/(expense)

      10.5             (2.5 )      (1.6 )      (4.1 ) 
  

 

 

         

 

 

    

 

 

    

 

 

  

Net finance costs

      (124.7 )           (18.5 )      (135.2 )      (153.7 ) 
  

 

 

         

 

 

    

 

 

    

 

 

  

Profit before tax

      23.5             240.0        (223.0 )      17.0   
  

 

 

         

 

 

    

 

 

    

 

 

  

* Re-presented (see note 7 to the unaudited condensed consolidated financial statements included elsewhere in this prospectus).

Sales

Sales in 6M 2011 were $2,463.3 million compared with $2,225.7 million on both an actual and pro forma basis in 6M 2010, an increase of 10.7%. I&A’s sales were 13.8% higher

 

90

Table of Contents

compared with 6M 2010, due mainly to improvements in the industrial OE and replacement markets and the automotive OE markets. Sales to the industrial markets grew by 20.2%, with sales to the automotive OE markets growing by 13.4%. Sales to the automotive aftermarket increased by 6.2% during 6M 2011 compared with 6M 2010. Higher selling prices contributed approximately a further $30 million to the improvement over 6M 2010. Building Products’ sales for 6M 2011 were down by 0.3% compared with 6M 2010, as sales growth to the non-residential construction markets combined with the impact of the acquisition of Koch Filter (which was completed on February 26, 2010) were offset by the continued weakness in the residential construction markets, predominantly in the US.

The disposal of Plews during April 2011 had a negative impact of $16.4 million on 6M 2011 sales compared with 6M 2010, however this was more than offset by a positive movement of $66.0 million in average currency exchange rates during 6M 2011 compared with 6M 2010.

Cost of Sales

Cost of sales was $1,690.0 million compared with $1,500.3 million in 6M 2010. Pro forma cost of sales in 6M 2010 was $1,520.0 million. The increase of 11.2% in 6M 2011 compared with pro forma 6M 2010 was driven principally by higher production volumes. Raw material price increases of approximately $61 million across our businesses were partially offset by savings from efficiency initiatives of approximately $20 million.

Gross Profit

Gross profit was $773.3 million compared with $725.4 million in 6M 2010. Pro forma gross profit in 6M 2010 was $705.7 million. Our gross profit margin for 6M 2011 was 31.4%, broadly unchanged compared with pro forma 6M 2010.

Distribution Costs

Distribution costs increased largely in line with the increase in sales volumes to $263.5 million from $245.2 million on both an actual and pro forma basis in 6M 2010. Improved absorption of fixed costs due to the higher production volumes, combined with efficiency gains in I&A, drove the slight improvement in distribution costs as a percentage of sales from 11.0% in 6M 2010 to 10.7% in 6M 2011, despite higher freight costs.

Administrative Expenses

Administrative expenses were $345.0 million compared with $211.9 million in 6M 2010. Pro forma administrative expenses in 6M 2010 were $282.3 million. Administrative expenses in 6M 2011 were higher than on a pro forma basis in 6M 2010 principally because the compensation expense that was recognized in relation to the new share schemes that were put in place after the acquisition of Tomkins was $44.2 million higher than that recognized in 6M 2010 on the Predecessor schemes operated by Tomkins.

 

91

Table of Contents

Restructuring Costs

Restructuring costs were $18.2 million compared with $8.5 million on both an actual and pro forma basis in 6M 2010. Restructuring costs of $28.8 million were recognized during 6M 2011, principally in relation to Project Sierra, an initiative that focuses on identifying and implementing cost reduction opportunities and efficiency improvements across many of our businesses. Also during 6M 2011, a provision for restructuring costs of $10.6 million was released due to the reversal of the decision to close a division of Stackpole, a business included within the Power Transmission operating segment, following the recovery in the demand for its products.

Operating Profit

Operating profit was $148.2 million compared with $258.5 million in 6M 2010. Pro forma operating profit in 6M 2010 was $170.7 million.

Adjusted EBITDA

Adjusted EBITDA was $386.8 million compared with $355.5 million in 6M 2010. Pro forma adjusted EBITDA in 6M 2010 was $354.4 million. The adjusted EBITDA margin was relatively stable, dipping slightly to 15.7% in 6M 2011 compared with 15.9% on a pro forma basis in 6M 2010. Increased cost absorption due to the higher I&A production volumes driven by the improved end markets was offset by higher raw material costs and the ongoing weak performance of US construction markets.

A reconciliation of operating profit or loss to adjusted EBITDA for each of the periods under review is presented under the heading “—Non-GAAP Measures.”

Interest expense

Interest expense was $171.3 million compared with $48.0 million in 6M 2010. Pro forma interest expense in 6M 2010 was $181.6 million. Interest expense may be analyzed as follows:

 

    Successor     Predecessor  

$ in millions

   6M 2011     6M 2010     Pro
forma
adjustments
6M 2010		     Pro
forma
6M 2010		  

Bank overdrafts

     —          4.1       —          4.1   

Interest on bank and other loans:

        

Term loans

     67.4        —          79.2       79.2   

Other bank loans

     1.3        1.0       0.2       1.2   

Second Lien Notes

     57.5        —          55.6       55.6   

2011 Notes

     3.4        9.3       (6.3 )      3.0   

2015 Notes

     0.8        12.0       (11.2 )      0.8   

Net interest on interest rate swaps

     —          (14.4 )      14.4       —     
 

 

 

    

 

 

    

 

 

    

 

 

  
    130.4        12.0       131.9       143.9   

Finance leases

     0.1        0.1       —          0.1   

Other

     8.2        2.0       1.7       3.7   
 

 

 

    

 

 

    

 

 

    

 

 

  
    138.7        14.1       133.6       147.7   
 

Post-employment benefits:

        

– Interest on benefit obligation

     32.6        33.9       —          33.9   
 

 

 

    

 

 

    

 

 

    

 

 

  
    171.3        48.0       133.6       181.6   
 

 

 

    

 

 

    

 

 

    

 

 

  

 

92

Table of Contents

Investment income

Investment income was $36.1 million compared with $32.0 million on both an actual and a pro forma basis in 6M 2010, the increase being largely due to the improvement in the expected return on the assets held by our defined benefit pension plans.

 

    Successor     Predecessor  

$ in millions

   6M 2011     6M 2010     Pro  forma
adjustments
6M 2010		     Pro
forma
6M
2010		  
 

Bank deposits

     1.5        1.5        —          1.5   

Other

     0.7        0.7        —          0.7   
 

 

 

    

 

 

    

 

 

    

 

 

  
    2.2        2.2        —          2.2   
 

Post-employment benefits:

        

– Expected return on plan assets

     33.9        29.8        —          29.8   
 

 

 

    

 

 

    

 

 

    

 

 

  
    36.1        32.0        —          32.0   

Other finance income/(expense)

Other finance income was $10.5 million compared with an expense of $2.5 million in 6M 2010. Pro forma other finance expense in 6M 2010 was $4.1 million. The change in other finance income/(expense) in 6M 2011 compared with pro forma 6M 2010 was due largely to the effect of currency translation differences on hedging instruments. During 6M 2011, we also recognized a gain of $2.8 million on the change in the fair value of the interest rate floor attaching to borrowings under the Senior Secured Credit Facilities (an embedded derivative that was required to be recognized separately from the term loans).

 

    Successor     Predecessor  

$ in millions

   6M 2011     6M 2010     Pro  forma
adjustments
6M 2010		     Pro forma
6M  2010		  

Gain on derivatives held for hedging purposes

     —          2.5        (2.5 )      —     

Gain on embedded derivatives

     2.8        —          —          —     

Translation gain/(loss) on hedging instruments

     7.8        (5.0 )      0.9       (4.1 ) 

Loss on redemption of notes

     (0.1 )      —          —          —     
 

 

 

    

 

 

    

 

 

    

 

 

  
    10.5        (2.5 )      (1.6 )      (4.1 ) 

 

93

Table of Contents

Income tax expense/(benefit)

During the 6M 2011, the income tax expense attributable to continuing operations was $30.7 million (6M 2010: tax expense of $63.1 million) on a profit before tax of $23.5 million (6M 2010: profit before tax of $240.0 million). On a pro forma basis, we recognized an income tax benefit of $20.3 million on a profit before tax of $17.0 million in 6M 2010.

Our effective tax rate in 6M 2011 was significantly higher than the statutory tax rates that are applicable in the jurisdictions in which we operate, principally due to the non-deductibility for tax purposes of the compensation expense recognized on share-based payments, the recognition of deferred tax liabilities on temporary differences associated with investments in subsidiaries and tax credits in relation to which we were unable to recognize deferred tax assets.

Analysis by Ongoing Business Segment

Industrial & Automotive

Market Background

During the first six months of 2011, the industrial markets accounted for 46.0% of I&A’s continuing sales, with 22.5% to the industrial OE market and 23.5% to the industrial replacement market.

US industrial production, as measured by the US Federal Reserve Industrial Production index, continued to grow in 2011, albeit at a low rate, and stood 0.5% higher in June 2011 compared with December 2010 and 3.4% higher than June 2010. The European industrial production index (as measured by Eurostat) followed a similar trend. Industrial markets in Asia started to soften, with industrial production in China growing by 14.3% in the year to June 2011 compared with 15.7% for 2010 as a whole (as measured by the National Bureau of Statistics of China). Sales to the industrial markets in North America, Europe and Asia accounted for 27.6%, 7.4% and 6.7% respectively of I&A’s continuing sales in 6M 2011.

The automotive aftermarket, which comprised 25.9% of I&A’s continuing sales in the first six months of 2011, grew but at a slower pace than in 2010. In the US, miles driven (as measured by the U.S. Department of Transportation), a key driver of vehicle repair, was down by 1.0% in the year to May 2011 compared with the corresponding period in 2010, and gasoline prices at the end of June 2011 were 23% higher than December 2010 and 35% higher than in the second quarter of 2010. High gasoline prices normally correlate with reduced car maintenance spending.

The automotive OE market, which accounted for 25.5% of I&A’s continuing sales in the first six months of 2011, was adversely affected by the earthquake in Japan. Global production volumes (according to IHS/CSM) were up by 2% compared with the corresponding period in 2010, with volumes in North America up by 8%, Europe up by 6%, China up by 9% and Japan/Korea down by 21% compared with the corresponding period in 2010.

 

94

Table of Contents

Power Transmission

 

     Successor      Predecessor        
$ in millions, unless otherwise stated    6M 2011      6M 2010     Pro
forma
adjustments
6M 2010		     Pro
forma
6M 2010		     6M 2011 vs
6M  2010
% Change		  

Sales

      1,202.4        1,067.5        —          1,067.5       12.6 % 

Operating profit

      128.0         183.0        (67.0 )      116.0    

Adjusted EBITDA

      249.2         228.8        —          228.8    

Adjusted EBITDA margin

      20.7 %       21.4 %        21.4 %   

Sales were $1,202.4 million (6M 2010: $1,067.5 million), an increase of 12.6%. Sales were higher principally due to the strengthening of sales volumes to the industrial OE and replacement markets (26.9% of Power Transmission’s 6M 2011 sales) and the automotive OE markets (41.0% of Power Transmission’s 6M 2011 sales). In the industrial markets, strong growth was achieved in both Europe and Asia (together contributing $38.1 million of the increase in 6M 2011 sales compared with 6M 2010). In automotive OE, sales to the European markets grew strongly, increasing by 31.1%, and there was also continued growth in sales to North American markets, which were up by 18.8%. Overall, sales to the industrial markets were 20.6% higher compared with 6M 2010, and sales to the automotive OE market were 12.9% higher compared with 6M 2010. Sales to the higher margin automotive aftermarket (32.1% of Power Transmission’s sales) grew by 6.4% compared with 6M 2010.

Operating profit in our Power Transmission segment was $128.0 million for 6M 2011 (6M 2010: $183.0 million). Pro forma operating profit for 6M 2010 was $116.0 million. Depreciation and amortization amounted to $111.9 million in 6M 2011 compared with $106.6 million in pro forma 6M 2010. Power Transmission’s operating result included a compensation expense in respect of share-based incentives of $4.0 million for 6M 2011 compared with $0.8 million in 6M 2010, and restructuring costs of $6.1 million in 6M 2011 compared with $5.4 million in 6M 2010.

Adjusted EBITDA was $249.2 million, compared with $228.8 million on both an actual and pro forma basis in 6M 2010. The adjusted EBITDA margin fell slightly to 20.7% (6M 2010: 21.4%), principally as a result of higher raw material costs.

On August 2, 2011, we finalized the sale of our Stackpole business, which is included in the Power Transmission operating segment, for a cash consideration of $285.0 million. The annual sales for the business are approximately $290 million.

 

95

Table of Contents

Fluid Power

 

     Successor     Predecessor        
$ in millions, unless otherwise stated    6M 2011     6M 2010     Pro
forma
adjustments
6M 2010		     Pro
forma
6M 2010		     6M 2011 vs
6M 2010
% Change		  

Sales

      471.0        381.1        —          381.1        23.6 % 

Operating profit

      41.0        31.3        (5.4 )      25.9     

Adjusted EBITDA

      69.6       51.6        0.1        51.7    

Adjusted EBITDA margin

      14.8 %      13.5 %        13.6 %   

Sales were $471.0 million (6M 2010: $381.1 million), an increase of 23.6%, predominantly as a result of increased volumes, but also including approximately $10 million improvement as a result of price increases. Sales to the industrial OE market, which accounted for 34.3% of Fluid Power’s 6M 2011 sales, were up by 40.3% in 6M 2011 compared with 6M 2010, due to the continued recovery in industrial markets, principally in North America and Asia. Sales to the industrial replacement market, which accounted for 47.4% of Fluid Power’s 6M 2011 sales, were up by 17.9% in 6M 2011 compared with 6M 2010. Sales to the automotive aftermarket, which accounted for 18.1% of Fluid Power’s sales, grew by 12.6% in 6M 2011 compared with 6M 2010.

Operating profit in our Fluid Power segment was $41.0 million for 6M 2011 (6M 2010: $31.3 million). Pro forma operating profit for 6M 2010 was $25.9 million. Depreciation and amortization amounted to $19.7 million in 6M 2011 compared with $21.3 million in pro forma 6M 2010. Fluid Power’s operating result included a compensation expense in respect of share-based incentives of $2.5 million for 6M 2011 compared with $0.4 million in 6M 2010, and restructuring costs of $6.7 million in 6M 2011 compared with $2.6 million in 6M 2010.

Adjusted EBITDA was $69.6 million (6M 2010: $51.6 million). Pro forma adjusted EBITDA for 6M 2010 was $51.7 million. The adjusted EBITDA margin was 14.8% compared with 13.6% on a pro forma basis in 6M 2010. This improvement in adjusted EBITDA was driven predominantly by the higher sales volumes. An improved operating performance in our European region (which was $8.7 million higher compared with 6M 2010), was partially offset by costs of approximately $4 million associated with the disruption of the Glade Spring facility in Virginia following severe weather early in the quarter. These costs are expected to be substantially recovered in future quarters through the settlement of insurance claims.

Other Industrial & Automotive

 

     Successor     Predecessor        
$ in millions, unless otherwise stated    6M 2011     6M 2010     Pro
forma
adjustments
6M 2010		     Pro
forma
6M 2010		     6M 2011 vs
6M 2010
% Change		  

Sales

      304.0        289.6        —          289.6        5.0 % 

Operating profit

      24.8        32.2        (6.3 )      25.9     

Adjusted EBITDA

      45.2        41.3        —          41.3     

Adjusted EBITDA margin

      14.9 %      14.3 %        14.3 %   

 

96

Table of Contents

Other I&A includes the Dexter and Ideal businesses, and the Plews business until its sale on April 20, 2011. During the second quarter of 2011, management began actively seeking prospective buyers for the Ideal business and its assets and liabilities are consequently classified as held for sale.

Sales were $304.0 million (6M 2010: $289.6 million) an increase of 5.0%. Excluding the Plews business, sales grew by 11.1% from $255.1 million to $283.4 million, predominantly as a result of increased volumes, but also including approximately $6 million improvement as a result of price increases. Sales to the industrial utility trailer market, which accounted for 42.9% of Other I&A’s 6M 2011 sales, grew by 14.3% compared with 6M 2010 due to the continued recovery in this end market. Sales to the industrial replacement market (17.1% of Other I&A’s sales) grew by 8.1% during 6M 2011 compared with 6M 2010, largely due to the strengthening industrial markets in Europe.

Operating profit in our Other I&A segment was $24.8 million for 6M 2011 (6M 2010: $32.2 million). Pro forma operating profit for 6M 2010 was $25.9 million. Depreciation and amortization amounted to $12.3 million in 6M 2011 compared with $13.9 million in pro forma 6M 2010. Other I&A’s operating result included a compensation expense in respect of share-based incentives of $7.4 million for 6M 2011 compared with $0.2 million in 6M 2010, and restructuring costs of $0.6 million in 6M 2011 compared with $1.1 million in 6M 2010.

Adjusted EBITDA was $45.2 million compared with $41.3 million on both an actual and pro forma basis in 6M 2010. The adjusted EBITDA margin improved from 14.3% in 6M 2010 to 14.9% in 6M 2011, primarily as a result of higher volumes.

Plews was sold on April 20, 2011 to a consortium of financial partners in the US led by the private equity firm, Eigen Capital LLC. The cash consideration of $25.0 million received on the disposal approximated to the carrying amount of the net assets sold.

Building Products

Market Background

Non-residential construction in North America accounted for 63.1% of Building Products’ sales in 6M 2011. In the US, non-residential construction declined on a square foot basis by 8% for the first six months of 2011 compared with the first six months of June 2010, and by 9% on a dollar value basis (as measured by Dodge, June 2011). The US Architectural Billings Index (measured by the American Institute of Architects), which is regarded as a leading indicator of future commercial construction activity, declined throughout the first six months of 2011 indicating weakening in future construction activity.

Residential construction in North America accounted for 29.0% of Building Products’ sales in 6M 2011. The US residential construction market continues to be weak, with average seasonally adjusted annualized housing starts in 6M 2011 of 579,000, down from 587,000 for 2010 as a whole (measured by the U.S. Census Bureau Housing Starts). Housing inventories, at 6.3 months for new homes and 9.5 months for existing homes (as reported by the NAHB) still remain above the level at which new construction is initiated. In April, house prices (as measured by the S&P/Case-Shiller Home Price Index) rose for the first time in eight months, however the index at May remained lower than the same month last year.

 

97

Table of Contents

Air Distribution

 

     Successor     Predecessor        
$ in millions, unless otherwise stated    6M 2011     6M 2010      Pro
forma
adjustments
6M 2010		     Pro
forma
6M 2010		     6M 2011 vs
6M 2010
% Change		  

Sales

      431.3        419.9         —          419.9        2.7 % 

Operating profit

      16.5        34.0         (7.9 )      26.1     

Adjusted EBITDA

      44.5        51.8         0.3        52.1     

Adjusted EBITDA margin

      10.3 %           12.4 %   

Sales were $431.3 million (6M 2010: $419.9 million), an increase of 2.7%. Sales to the non-residential construction markets, which accounted for 79.1% of Air Distribution’s 6M 2011 sales, improved year-on-year as a result of higher volumes in this market. Sales to the residential construction market, which accounted for 20.9% of Air Distribution’s 6M 2011 sales, declined by 4.1% in 6M 2011 due largely to reduced volumes resulting from the continued weakness of the US market. Residential construction activity declined year-on-year and continues to be adversely affected by high levels of housing inventory, declining house prices and low demand.

Operating profit in our Air Distribution segment was $16.5 million for 6M 2011 (6M 2010: $34.0 million). Pro forma operating profit for 6M 2010 was $26.1 million. Depreciation and amortization amounted to $22.3 million in 6M 2011 compared with $22.8 million in pro forma 6M 2010. Air Distribution’s operating result included a compensation expense in respect of share-based incentives of $5.1 million for 6M 2011 compared with $1.0 million in 6M 2010, and restructuring costs of $0.6 million in 6M 2011 compared with $1.3 million in 6M 2010.

Adjusted EBITDA was $44.5 million (6M 2010: $51.8 million). Pro forma adjusted EBITDA for 6M 2010 was $52.1 million. The adjusted EBITDA margin fell to 10.3% in 6M 2011 from 12.4% in 6M 2010 on a pro forma basis, primarily as a result of higher raw material costs (approximately $13 million impact on adjusted EBITDA) and higher freight costs (approximately $4 million impact on adjusted EBITDA). These adverse impacts were partially offset by pricing initiatives of approximately $9 million.

Bathware

 

     Successor     Predecessor        
$ in millions, unless otherwise stated    6M 2011     6M 2010     Pro
forma
adjustments
6M 2010		     Pro
forma
6M 2010		     6M 2011 vs
6M 2010
% Change		  

Sales

      54.6        67.6        —          67.6        (19.2 )% 

Operating loss

      (7.4 )      (0.1 )      (1.9 )      (2.0 )   

Adjusted EBITDA

      (1.7 )      0.3        —          0.3     

Adjusted EBITDA margin

      (3.1 )%          0.4 %   

 

98

Table of Contents

Sales were $54.6 million (6M 2010: $67.6 million), a decline of 19.2% due largely to reduced sales volumes. Bathware sells primarily to the US residential construction and remodelling market, which has declined year-on-year.

We incurred an operating loss in our Bathware segment of $7.4 million for 6M 2011 (6M 2010: operating loss of $0.1 million). The pro forma operating loss for 6M 2010 was $2.0 million. The increased loss in 6M 2011 compared with pro forma 6M 2010 was due principally to the lower sales volumes. Depreciation and amortization amounted to $4.7 million in 6M 2011 compared with $5.4 million on a pro forma basis in 6M 2010. Bathware’s operating result for 6M 2011 included restructuring costs of $0.8 million, while no restructuring costs were incurred in 6M 2010. In 6M 2011, the segment recognized a pro forma net gain on disposal and exit of businesses of $3.2 million.

Bathware produced an adjusted EBITDA loss of $1.7 million for 6M 2011 compared with a $0.3 million profit on both an actual and pro forma basis in 6M 2010, largely as a result of the decline in sales volumes. The adjusted EBITDA margin declined from 0.4% for 6M 2010 to (3.1)% for 6M 2011.

Corporate

Corporate incurred an adjusted EBITDA loss of $19.7 million (6M 2010: $17.9 million). The pro forma adjusted EBITDA loss for 6M 2010 was $19.4 million. The increase in the loss during 6M 2011 compared with pro forma 6M 2010 resulted largely from changes in foreign currency exchange rates.

Discontinued operation

Discontinued operations includes the Sensors & Valves operating segment. In addition, during 6M 2010, we recognized additional losses of $4.1 million in relation to businesses sold in previous years that were classified as discontinued operations.

Sensors & Valves

 

     Successor     Predecessor        
$ in millions, unless otherwise stated    6M 2011     6M 2010     Pro
forma
adjustments
6M 2010		     Pro
forma
6M 2010		     6M 2011 vs
6M 2010
% Change		  

Sales

      237.3        201.8        —          201.8        17.6 % 

Operating profit

      23.9        21.0        (6.8 )      14.2     

Adjusted EBITDA

      43.2        32.4        —          32.4     

Adjusted EBITDA margin

      18.2 %      16.1 %        16.1 %   

To facilitate a discussion of the results of operations of the discontinued Sensors & Valves operating segment, we have presented above the results for 6M 2010 on a pro forma basis taking into account the effects of the Events as if they had occurred on January 3, 2010. For further detail regarding the pro forma effects of the Events, see “Unaudited Pro Forma Financial Information” included elsewhere in this prospectus. The impact of pro forma adjustments on the Sensors & Valves operating segment may be summarized as follows:

 

$ in millions    6M 2010  

Cost of sales:

   

– Additional depreciation expense

      (1.7 ) 

– Reversal of fair value uplift to inventory

      —     
  

 

 

  
     (1.7 ) 

Administration expenses:

   

– Additional depreciation expense

      (0.3 ) 

– Additional amortization expense

      (4.8 ) 

– Accelerated compensation expense in respect of the early vesting of employee share schemes

      —     
  

 

 

  
     (5.1 ) 

Transaction costs

      —     
  

 

 

  
     (6.8 ) 
  

 

 

  

Sensors & Valves includes the Schrader Electronics and Schrader International businesses. These businesses are in the process of being sold and the operating segment has been classified as a discontinued operation.

 

99

Table of Contents

Sales were $237.3 million (6M 2010: $201.8 million) an increase of 17.6%, principally as a result of higher volumes in the automotive OE market, which accounted for 77.4% of the segment’s sales and which grew 18.7% in 6M 2011 compared with 6M 2010. The industrial OE and automotive aftermarket businesses, which account for the remainder of Sensors & Valves’ sales, also grew as a result of improving conditions in those markets, increasing by 23.7% and 11.7% respectively.

Operating profit in our Sensors & Valves segment was $43.2 million for 6M 2011 (6M 2010: $21.0 million). Pro forma operating profit for 6M 2010 was $14.2 million. Depreciation and amortization amounted to $18.7 million in 6M 2011 compared with $17.8 million in pro forma 6M 2010. Sensors & Valves’ operating result included a compensation expense in respect of share-based incentives of $0.6 million for 6M 2011 compared with $0.4 million in 6M 2010.

Adjusted EBITDA was $43.2 million compared with $32.4 million on both an actual and pro forma basis in 6M 2010. The adjusted EBITDA margin improved from 16.1% in 6M 2010 to 18.2% in 6M 2011, driven mainly by the strong performance in the automotive OE market.

 

100

Table of Contents

LIQUIDITY AND RESOURCES

Cash flow

Cash generated from operations was $215.0 million in 6M 2011 compared with $100.0 million in 6M 2010. Operating cash flow before movements in working capital was $353.5 million compared with $328.5 million in 6M 2010, an increase of $25.0 million that was due largely to the improvement in our profitability as measured by adjusted EBITDA. Movements in working capital during 6M 2011 gave rise to a further improvement in cash generated from operations of $90.0 million compared with 6M 2010.

Cash outflow on restructurings was $17.4 million (6M 2010: $8.1 million), net of proceeds on related asset sales of $13.4 million (6M 2010: $21.1 million).

Gross capital expenditure was $60.0 million (6M 2010: $55.7 million). Excluding the proceeds on asset sales arising from restructurings, net capital expenditure was $57.9 million (6M 2010: $54.4 million).

Trading cash flow was $170.5 million (6M 2010: $66.7 million).

The table below shows the movements in net debt:

 

$ million    SUCCESSOR
6M 2011 		         PREDECESSOR
6M 2010		  

Opening net debt

      (2,865.0 )          (211.4 ) 
  

 

 

        

 

 

  
 

Cash generated from operations

      215.0            100.0  

Capital expenditure

      (60.0 )          (55.7 ) 

Disposal of property, plant and equipment

      15.5            22.4  
  

 

 

        

 

 

  

Trading cash flow

      170.5            66.7  

Income taxes paid (net)

      (56.0 )          (2.2 ) 

Interest (net)

      (106.7 )          (9.5 ) 

Financing costs paid

      (34.8 )          —     

Ordinary dividends

      —              (56.9 ) 

Acquisitions and disposals (net)

      11.1            (42.0 ) 

Dividend paid to a minority shareholder in a subsidiary

      (43.9 )          (9.9 ) 

Ordinary share movements

      —              (5.3 ) 

Other movements

      (0.9 )          —     

Foreign currency movements

      4.3            1.0  
  

 

 

        

 

 

  

Increase in net debt

      (56.4 )          (58.1 ) 
  

 

 

        

 

 

  
 

Closing net debt

      (2,921.4 )          (269.5 ) 
  

 

 

        

 

 

  

A reconciliation of the above table to the consolidated cash flow statement is presented on page 19.

Borrowings

As at July 2, 2011, our borrowings principally consisted of two term loans under the Senior Secured Credit Facilities and the Second Lien Notes that were used to finance the acquisition of Tomkins.

Our borrowings as at July 2, 2011 may be analyzed as follows:

 

     Carrying amount      Principal amount  
$ million    As at
July 2, 2011		      As at
December 31, 2010		      As at
July 2, 2011		      As at
December 31, 2010		  

Bank overdrafts

      4.4         7.1         4.4         7.1   

Bank and other loans:

            

– Secured

            

Term Loan A

      261.8         271.2         281.2         296.0   

Term Loan B

      1,540.9         1,540.9         1,668.9         1,677.3   

Second Lien Notes

      1,102.8         1,098.3         1,150.0         1,150.0   
  

 

 

     

 

 

     

 

 

     

 

 

  
     2,905.5         2,910.4         3,100.1         3,123.3   
  

 

 

     

 

 

     

 

 

     

 

 

  

– Unsecured

            

2011 Notes

      173.9         172.2         163.9         165.5   

2015 Notes

      22.3         27.1         21.3         26.5   

Other borrowings

      17.4         44.9         17.4         45.1   
  

 

 

     

 

 

     

 

 

     

 

 

  
     213.6         244.2         202.6         237.1   
  

 

 

     

 

 

     

 

 

     

 

 

  
     3,123.5         3,161.7         3,307.1         3,367.5   
  

 

 

     

 

 

     

 

 

     

 

 

  

 

101

Table of Contents

Details of our borrowings together with a reconciliation of their carrying amount to their principal amount are presented in note 15 to the unaudited condensed consolidated financial statements included elsewhere in this prospectus.

Re-pricing of Senior Secured Facilities

Borrowings under the Senior Secured Credit Facilities bear interest at a floating rate, which can be either LIBOR plus an applicable margin or, at our option, a base rate as defined in the credit agreement plus an applicable margin. LIBOR and the base rate are both subject to floors. On inception of the facilities, the applicable margin for the Term Loan B credit facility was 4.5% per annum for LIBOR and 3.5% per annum for base rate. The applicable margin for the Term Loan A credit facility and the revolving credit facility was between 3.75% and 4.25% per annum for LIBOR and 2.75% and 3.25% per annum for base rate depending on a total leverage to EBITDA ratio. LIBOR was subject to a 1.75% floor and base rate was subject to a 2.75% floor. Effective February 17, 2011, we agreed with the providers of the Senior Secured Credit Facilities a re-pricing of Term Loan A and Term Loan B and amendments to certain of the covenants attaching to the facilities. For both Term Loan A and Term Loan B the applicable margin for LIBOR was reduced to 3.0% per annum, with LIBOR being subject to a 1.25% floor, and the applicable margin for base rate was reduced to 2.0% per annum, with base rate being subject to a 2.25% floor. Management considered that the re-pricing did not cause a substantial change in the net present value of the expected future cash flows in relation to the facilities. Accordingly, we recognized neither a gain nor a loss on the re-pricing and recognized the associated costs of $23.4 million and the decrease of $18.1 million in the interest rate floor liability as adjustments to the carrying amounts of the borrowings outstanding under the facilities.

In addition, during Q2 2011, we agreed with the providers of the Senior Secured Credit Facilities on further amendments to the credit agreement, primarily an increase in the value of permitted prepayments of junior debt outstanding under other facilities. The costs of $3.2 million associated with these revisions were recognized as adjustments to the carrying amounts of the borrowings outstanding under the Senior Secured Credit Facilities.

Redemption of Second Lien Notes

In accordance with the terms of our Second Lien Notes, prior to October 1, 2013, but not more than once in any 12 month period, we may redeem up to 10% of the original aggregate principal amount of the Second Lien Notes at a redemption price of 103% of the principal amount plus accrued and unpaid interest up to but not including the redemption date. On August 3, 2011, we issued notice to the holders of the Second Lien Notes of our intention to exercise this call option in full, which will become effective on September 2, 2011. The redemption of $115.0 million will be funded by the proceeds from the disposal of Stackpole (see note 21 to the unaudited condensed consolidated financial statements included elsewhere in this prospectus).

Borrowing headroom

As at July 2, 2011, our committed revolving credit facility of $300.0 million was undrawn for cash but there were letters of credit outstanding against the facility amounting to $38.7 million. Also, we had drawn $5.3 million against uncommitted borrowing facilities and had outstanding performance bonds, letters of credit and bank guarantees amounting to $66.0 million (in addition to those outstanding under the revolving credit facility).

Overall, therefore, our committed borrowing headroom was $190.0 million, in addition to cash balances of $388.3 million (including collateralized cash of $18.3 million).

Borrowing covenants

We are subject to covenants, representations and warranties in respect of the Senior Secured Credit Facilities including two principal financial covenants as defined in the credit agreement that were tested for the first time for the period ended December 31, 2010. Firstly, the ratio of ‘consolidated total debt’ to ‘consolidated EBITDA’ (the ‘total leverage ratio’) must not exceed 6.1 times (for the covenant test period ended July 2, 2011, the ratio was 3.91 times). Secondly, the ratio of ‘consolidated EBITDA’ to ‘consolidated net interest’ (the ‘interest coverage ratio’) must not be less than 1.8 times (for the covenant test period ended July 2, 2011, the ratio was 4.41 times).

Any future non-compliance with the borrowing covenants could, if not waived, constitute an event of default and may, in certain circumstances, lead to an acceleration of the maturity of borrowings drawn down and the inability to access committed facilities.

OUTLOOK

Our sales and earnings base is highly diversified by product, geography, end market and customer. We derive sales from nearly every developed country across the globe and are well-positioned in markets for our industrial and automotive components in most major emerging markets.

Industrial & Automotive markets

Industrial and automotive markets, which accounted for the majority of our sales in 6M 2011, are forecast to continue to grow in 2011. However, growth rates are expected to be lower in 2011 than in 2010 due to the strong performance of our end markets in 2010, the absence of the exceptional inventory restocking demand that we saw particularly in the first half of 2010 and the softening economic environment. The following is a summary of our global outlook for I&A end markets for the remainder of 2011:

 

  •  

Industrial OE markets are forecast to grow between 10 to 12%.

 

  •  

Industrial replacement markets are forecast to grow at the same pace as global industrial OE markets.

 

102

Table of Contents
  •  

Global automotive OE markets are measured by vehicle production and are forecast by IHS/CSM to grow by 4.1% in 2011 to 74.8 million units.

 

  •  

Automotive aftermarkets are forecast to grow by around 3%.

Construction markets

Construction markets in the US, which accounted for the remainder of our sales, are expected to remain weak for the remainder of 2011. The following is a summary of our outlook for US construction markets in 2011:

 

  •  

Non-residential construction markets are forecast by McGraw-Hill to decline by 1% for 2011. However, as our products are installed later in the building process, we expect to further lag the market in 2011.

 

  •  

Residential construction markets are measured by US housing starts and are forecast to be flat in 2011, at around 580,000 housing starts. We no longer expect any improvement in the market in the second half of 2011 compared with the first half.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These judgments can be subjective and complex, and consequently actual results could differ materially from those estimates and assumptions. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. As with any set of assumptions and estimates, there is a range of reasonably likely amounts that may be reported.

The following critical accounting policies have been identified as those that affect the more significant judgments and estimates used in the preparation of the consolidated financial statements.

 

103

Table of Contents

Impairment of Long-Lived Assets

Goodwill, other intangible assets and property, plant and equipment are tested for impairment whenever events or circumstances indicate that their carrying amounts might be impaired. Additionally, goodwill and other intangible assets that have indefinite useful lives are subject to an annual impairment test. Due to the nature of our operations, it is generally not possible to estimate the recoverable amount for individual long-lived assets and impairment tests are usually based on the value in use of the CGU or group of CGUs to which the asset belongs.

Value in use represents the net present value of the cash flows expected to arise from the relevant CGU or group of CGUs and its calculation requires management to estimate those cash flows and to apply a suitable discount rate to them.

Management bases the estimated cash flows of the CGU or group of CGUs on assumptions such as the future changes in sales volumes, future changes in selling prices, and future changes in material prices, salaries and other costs. Management determines a discount rate for each CGU or group of CGUs using a capital asset pricing model, which is based on variables including the applicable risk-free interest rates and, for determining the cost of equity, the long-term equity risk premium and the assumed share price volatility relative to the market and, for determining the cost of debt, the assumed credit risk spreads.

As at December 31, 2010, the carrying amount of long-lived assets was $5,373.0 million. Impairment losses may be recognized on these assets within the next financial year if there are adverse changes in the variables and assumptions underlying the estimated future cash flows of the CGUs or the discount rates that are applied to those cash flows. The sensitivity of the carrying amount of goodwill to the key assumptions underlying the value in use calculations is discussed in note 20 to the consolidated financial statements presented elsewhere in this prospectus.

Inventory

Inventories are stated at the lower of cost and net realizable value, with due allowance for excess, obsolete or slow-moving items. Net realizable value is based on current assessments of future demand, market conditions and new product development initiatives. As at December 31, 2010, the carrying value of inventories was $693.5 million, net of allowances of $7.9 million. Should demand for our products decline during the next financial year, additional allowances may be necessary in respect of excess or slow-moving items.

Derivative Financial Instruments

Derivative financial instruments are recognized as an asset or a liability measured at their fair value at the balance sheet date. The fair value of derivatives continually changes in response to changes in prevailing market conditions and applicable credit risk spreads.

Where permissible under IAS 39, we use hedge accounting to mitigate the impact of changes in the fair value of derivatives on profit or loss but our results may be affected by changes in the fair values of derivatives where hedge accounting cannot be applied or due to hedge ineffectiveness.

Post-Employment Benefits

We operate pension plans throughout the world, covering the majority of our employees. Pension benefits are provided by way of both defined contribution plans and defined benefit plans. Our defined benefit pension plans are closed to new entrants. We also provide other post-employment benefits, principally health and life insurance cover, to certain of our employees in North America by way of unfunded defined benefit plans.

We account for post-employment benefits in accordance with IAS 19 ‘Employee Benefits’, whereby the cost of defined benefit plans is determined based on actuarial valuations of the plans that are carried out annually at the balance sheet date. The actuarial valuations are dependent on assumptions about the future that are made by management on the advice of independent qualified actuaries.

 

104

Table of Contents

If actual experience differs from these assumptions, there could be a material change in the amounts recognized by us in respect of defined benefit plans in the next financial year.

As at December 31, 2010, the present value of the benefit obligation was $1,258.5 million. The benefit obligation is calculated using a number of assumptions including future salary increases, increases to pension benefits, mortality rates and, in the case of post-employment medical benefits, the expected rate of increase in medical costs. The present value of the benefit obligation is calculated by discounting the benefit obligation using market yields on high-quality corporate bonds at the balance sheet date. As at December 31, 2010, the fair value of the plan assets was $1,011.1 million.

The plan assets consist largely of listed securities and their fair values are subject to fluctuation in response to changes in market conditions.

Effects of changes in the actuarial assumptions underlying the benefit obligation, effects of changes in the discount rate applicable to the benefit obligation and effects of differences between the expected and actual return on the plan assets are classified as actuarial gains and losses and are recognized in other comprehensive income. During 2010, we recognized a net actuarial gain of $70.1 million. Further actuarial gains and losses will be recognized during the next financial year.

An analysis of the assumptions that will be used by management to determine the cost of defined benefit plans that will be recognized in profit or loss in the next financial year is presented in note 35 to the consolidated financial statements presented elsewhere in this prospectus.

Taxation

We are subject to income tax in most of the jurisdictions in which we operate. Management is required to exercise significant judgment in determining our provision for income taxes.

Estimation is required of taxable profit in order to determine our current tax liability. Management’s judgment is required in relation to uncertain tax positions whereby additional current tax may become payable in the future following the audit by the tax authorities of previously-filed tax returns. It is possible that the final outcome of these uncertain tax positions may differ from management’s estimates.

Estimation is also required of temporary differences between the carrying amount of assets and liabilities and their tax base. Deferred tax liabilities are recognized for all taxable temporary differences but, where there exist deductible temporary differences, management’s judgment is required as to whether a deferred tax asset should be recognized based on the availability of future taxable profits. As at December 31, 2010, we recognized net deferred tax liabilities amounting to $779.9 million. Deferred tax assets of $825.1 million were not recognized in respect of tax losses and tax credits carried forward. It is possible that the deferred tax assets actually recoverable may differ from the amounts recognized if actual taxable profits differ from management’s estimates.

As at December 31, 2010, the aggregate amount of temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not been recognized was $1,375.0 million. Deferred tax liabilities have not been recognized on these temporary differences because we are able to control the timing of their reversal and it is not probable that they will reverse in the foreseeable future. Income tax may become payable on these temporary differences if circumstances change, for example upon the repatriation of assets from the subsidiaries concerned or on the sale or liquidation of one or more of them.

Workers’ Compensation

Provision is made for claims for compensation for injuries sustained by our employees while at work. Our liability for claims made but not fully settled is calculated on an actuarial basis. Historical data trends are used to estimate the liability for unreported incidents. As at December 31, 2010, the workers’ compensation provision amounted to $21.6 million. Further provision may be necessary within the next financial year if the actual cost of settling claims exceeds management’s estimates.

 

105

Table of Contents

Environmental Liabilities

Provision is made for the estimated cost of known environmental remediation obligations in relation to our current and former manufacturing facilities. Cost estimates include the expenditure expected to be incurred in the initial remediation effort and, where appropriate, in the long-term monitoring of the relevant sites. Management monitors for each remediation project the costs incurred to date against expected total costs to complete and operates procedures to identify possible remediation obligations that are presently unknown.

As at December 31, 2010, the provision for environmental remediation costs amounted to $12.0 million. Further provision may be necessary within the next financial year if actual remediation costs exceed expected costs, new remediation obligations are identified or there are changes in the circumstances affecting our legal or constructive remediation obligations.

Product Warranties

Provision is made for the estimated cost of future warranty claims on our products. Management bases the provision on historical experience of the nature, frequency and average cost of warranty claims and takes into account recent trends that might suggest that the historical claims experience may differ from future claims. As at December 31, 2010, our provision for warranty claims amounted to $12.1 million. Further provision may be necessary within the next financial year if actual claims experience differs from management’s estimates.

ACCOUNTING PRONOUNCEMENTS YET TO BE ADOPTED

Recently-issued accounting pronouncements that may be relevant to our operations but have not yet been adopted are outlined below. Management does not expect that the adoption of the first phase of IFRS 9 and the Improvements to IFRS 2010 will have a material impact on our results or financial position. Management has not yet been able to assess the potential impact on our results or financial position of the other pronouncements.

IFRS 9 “Financial Instruments”

In November 2009, the IASB issued IFRS 9 which represents the first phase of its replacement of IAS 39 and introduces new requirements for the classification and measurement of financial assets and removes the need to separately account for certain embedded derivatives. IFRS 9 is effective for annual periods commencing on or after 1 January 2013.

“Improvements to IFRS 2010”

In May 2010, the IASB published amendments to seven IFRS that address a number of issues, including the measurement in a business combination of non-controlling interests and the un-replaced or voluntarily replaced share-based payment awards of an acquired entity, the presentation of the analysis of other comprehensive income by item and clarification of certain disclosures about financial instruments. The amendments are effective for annual periods beginning on or after either July 1, 2010 or January 1, 2011.

IFRS 10 “Consolidated Financial Statements”, IFRS 11 “Joint Arrangements” and IFRS 12 “Disclosure of Interests in Other Entities”

In May 2011, the IASB published a package of new and revised standards addressing the accounting for consolidation, involvements on joint arrangements and disclosure of involvements with other entities. Each of the standards is effective for annual periods beginning on or after January 1, 2013 with earlier adoption permitted provided each of the other standards in the package is adopted on a concurrent basis.

IFRS 10 replaces the consolidation guidance in IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation – Special Purpose Entities” by introducing a single consolidation model for all entities based on control, irrespective of the nature of the investee, i.e. whether an entity is controlled through voting rights of investors or through other contractual arrangements.

 

106

Table of Contents

IFRS 11 introduces new accounting requirements for joint arrangements, replacing IAS 31 “Interests in Joint Ventures”. IFRS 11 classifies a joint arrangement as either a joint operation (combining the existing concepts of jointly controlled assets and jointly controlled operations) or a joint venture (equivalent to the existing concept of a jointly controlled entity). IFRS 11 requires that a joint operator recognizes its share of the assets, liabilities, revenues and expenses of the joint operation while a joint venturer would account for its interest in the joint venture using the equity method of accounting. Proportional consolidation of an interest in a joint venture will no longer be permitted.

IFRS 12 requires enhanced disclosures about both consolidated entities and unconsolidated entities in which an entity has an involvement so that users of financial statements may evaluate the basis of control, any restrictions on consolidated assets and liabilities, and the nature of and risks associated with its interests in other entities.

IFRS 13 “Fair Value Measurement”

In May 2011, the IASB issued IFRS 13 which replaces the guidance on fair value measurement that is contained in existing IFRS with a single standard. IFRS 13 does not change the requirements regarding which items should be measured or disclosed at fair value but defines fair value, provides guidance on how to determine fair value and requires disclosures about fair value measurements. IFRS 13 is effective for annual periods beginning on or after January 1, 2013 with earlier adoption permitted.

Amendments to IAS 1 “Presentation of Financial Statements”

In June 2011, the IASB made certain amendments to IAS 1. While the option to present a separate income statement and statement of comprehensive income is retained, sub-totals must be presented within other comprehensive income for those elements that may be subsequently transferred to profit or loss and those elements that may not. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012.

Amendments to IAS 19 “Employee Benefits”

In June 2011, the IASB published amendments to IAS 19 that require the immediate recognition of changes in the assets and benefit obligations of defined benefit pension and other post-employment benefit plans. Changes in the net defined benefit obligation or asset will be disaggregated into three components: service costs; net interest and remeasurements. Service costs and net interest will be recognized in profit or loss. Remeasurements will be recognized in other comprehensive income and may not be subsequently transferred to profit or loss. Net interest will be calculated by applying the market yield on high quality corporate bonds to the net benefit obligation or asset. The amendments to IAS 19 also revise the definition of short-term employee benefits and provide guidance on the recognition of termination benefits and are effective for annual periods beginning on or after January 1, 2013.

NON-GAAP MEASURES

Background

We assess the financial performance of our businesses using a variety of measures. Certain of these measures are termed “non-GAAP measures” because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. We present below a reconciliation of each of the non-GAAP measures to the most directly comparable measure calculated and presented in accordance with IFRS and discuss its limitations. We do not regard these non-GAAP measures as a substitute for, or superior to, the equivalent measures calculated and presented in accordance with IFRS or those calculated using financial measures that are calculated in accordance with IFRS. The non-GAAP measures described below may not be directly comparable with similarly-titled measures used by other companies.

EBITDA and Adjusted EBITDA

EBITDA is a non-GAAP measure that represents profit or loss for the period before net finance costs, income taxes, depreciation and amortization. We present EBITDA because it is widely used by securities analysts, investors and other interested parties to evaluate the profitability of companies. EBITDA eliminates potential differences in performance caused by variations in capital structures (affecting net finance costs), tax positions (such as the availability of net operating losses against which to relieve taxable profits), the cost and age of tangible assets (affecting relative depreciation expense) and the extent to which intangible assets are identifiable (affecting relative amortization expense).

Adjusted EBITDA represents EBITDA before additional specific items that are considered to hinder comparison of the trading performance of our businesses either year-on-year or with other businesses. Adjusted EBITDA is the measure used by the Board to assess the trading performance of our businesses and is therefore the measure of segment profit that we present under IFRS. Adjusted EBITDA is also presented on a consolidated basis because management believes it is important to consider our profitability on a basis consistent with that of our operating segments. When presented on a consolidated basis, adjusted EBITDA is a non-GAAP measure. Management believes that adjusted EBITDA should, therefore, be made available to securities analysts, investors and other interested parties to assist in their assessment of the trading performance of our businesses.

During the periods under review, the items excluded from EBITDA in arriving at adjusted EBITDA were:

 

  •  

the effect on cost of sales of the uplift to the carrying amount of inventory held by Tomkins on its acquisition by the Group;

 

  •  

the compensation expense in relation to share-based incentives;

 

  •  

transaction costs incurred in relation to business combinations;

 

  •  

impairments, comprising impairments of goodwill and intangible assets recognized in accounting for business combinations and material impairments of other assets;

 

  •  

restructuring costs;

 

  •  

the net gain or loss on disposals and on the exit of businesses; and

 

  •  

the gain recognized on amendments to certain post-employment benefit plans in North America.

When Tomkins was acquired by the Group, the carrying amount of its inventory was measured at fair value which included an uplift to its previous carrying amount to reflect the profit attributable to the production effort embodied in the inventory held at the acquisition date. When the inventory was sold during Q4 2010, the uplift to its carrying amount at the acquisition date was reflected as an addition to cost of sales. Had the Acquisition not occurred,

 

107

Table of Contents

the profit attributable to the production effort would have been recognized in profit or loss during Q4 2010. We have excluded from adjusted EBITDA the effect of the uplift on cost of sales in Q4 2010 in order that adjusted EBITDA for Q4 2010 is comparable with adjusted EBITDA in the preceding and future periods. However, to facilitate a discussion certain results of operations across periods, we have presented our results for Fiscal 2010 on a pro forma basis. For the reasons explained in “Unaudited Pro Forma Financial Information” included elsewhere in this prospectus pro forma EBITDA for Fiscal 2010 excludes the effect of the uplift to inventory and it therefore does not appear in the reconciliation of pro forma EBITDA to pro forma adjusted EBITDA for Fiscal 2010.

Differences exist among our businesses in the extent to which their employees receive share-based incentives. We therefore exclude from adjusted EBITDA the compensation expense in relation to share-based incentives in order to assess the relative trading performance of our businesses.

We exclude from adjusted EBITDA those acquisition-related costs that are required to be expensed in accordance with IFRS 3 (Revised 2008) “Business Combinations” because we do not believe that they relate to our trading performance. Similarly, we have excluded from adjusted EBITDA the advisory fees incurred by Tomkins in relation to the Acquisition.

Other items are excluded from adjusted EBITDA because they are individually or collectively material items that are not considered to be representative of the trading performance of our businesses during the periods under review. Restructuring costs and the net gain or loss on disposals and on the exit of businesses reflect specific actions taken by management to improve our future profitability; impairments of long-lived assets represent the excess of their carrying amount over the amount that is expected to be recovered from them in the future; and the gain recognized on the amendments to certain post-employment benefit plans in North America represents reductions in the benefit obligations recognized in respect of the past service of participating employees.

EBITDA and adjusted EBITDA exclude items that can have a significant effect on our profit or loss and should, therefore, be used in conjunction with, not as substitutes for, profit or loss for the period. Management compensates for these limitations by separately monitoring profit or loss for the period.

For the avoidance of any confusion, the non-GAAP measures “EBITDA” and “adjusted EBITDA” differ in certain respects to “consolidated EBITDA” as defined in the financial covenants attaching to the Senior Secured Credit Facilities.

The following table contains reconciliations of the profit or loss for the period to adjusted EBITDA for pro forma Fiscal 2010, Fiscal 2009 and Fiscal 2008, and, additionally, for 6M 2011 and pro forma 6M 2010:

 

     Successor           Predecessor           Successor           Predecessor           Pro Forma     Predecessor  
$ in millions    6M 2011           Pro
Forma 6M 2010		           Q4 2010*           9M 2010*           Fiscal 2010     Fiscal 2009*     Fiscal 2008*  

Profit/(loss) for the period

      11.2            42.4            (270.2 )           243.6            29.3       6.0       (46.5 ) 

(Profit)/loss for the period from discontinued operations

      (18.4 )           (5.1 )           0.8            (19.0 )           (15.0 )      12.8       (19.5 ) 
  

 

 

         

 

 

         

 

 

         

 

 

         

 

 

    

 

 

    

 

 

  

(Loss)/profit for the period from continuing operations

      (7.2 )           37.3            (269.4 )           224.6            14.3       18.8       (66.0 ) 

Income tax expense/(benefit)

      30.7            (20.3 )           (34.1 )           62.5            (38.3 )      25.1       34.2  
  

 

 

         

 

 

         

 

 

         

 

 

         

 

 

    

 

 

    

 

 

  

Profit/(loss) before tax

      23.5            17.0            (303.5 )           287.1            (24.0 )      43.9       (31.8 ) 

Net finance costs

      124.7            153.7            99.2            26.1            268.9       44.3       71.0  
  

 

 

         

 

 

         

 

 

         

 

 

         

 

 

    

 

 

    

 

 

  

Operating profit/(loss)

      148.2            170.7            (204.3 )           313.2            244.9       88.2       39.2  

Amortization

      77.2            77.2            41.3            16.2            154.2       24.4       24.8  

Depreciation

      94.0            93.2            47.5            104.9            185.9       148.4       177.0  
  

 

 

         

 

 

         

 

 

         

 

 

         

 

 

    

 

 

    

 

 

  

EBITDA

      319.4            341.1            (115.5 )           434.3            585.0       261.0       241.0  

Inventory uplift

      —               —               136.5            —               —          —          —     

Share-based incentives

      49.6            5.4            70.9            19.7            78.0       10.4       11.8  

Transaction costs

      0.8            0.4            78.2            41.2            0.6       —          —     

Impairments

      —               —               —               —               —          73.0       341.3   

Restructuring costs

      18.2            8.5            3.7            10.0            13.7       140.9       25.8  

Net gain on disposals and on the exit of businesses

      (1.2 )           (1.0 )           —               (6.3 )           (6.3 )      (0.2 )      (43.0 ) 

Gain on amendment of post-employment benefits

      —               —               —               —               —          (63.0 )      —     
  

 

 

         

 

 

         

 

 

         

 

 

         

 

 

    

 

 

    

 

 

  

Adjusted EBITDA

      386.8            354.4            173.8            498.9            671.0        422.1       576.9  
  

 

 

         

 

 

         

 

 

         

 

 

         

 

 

    

 

 

    

 

 

  

 

* Re-presented (see note 15 to the audited consolidated financial statements included elsewhere in this prospectus).

 

108

Table of Contents

The following tables contain reconciliations of the operating profit or loss to the adjusted EBITDA of each of our operating segments for pro forma Fiscal 2010, Fiscal 2009 and Fiscal 2008, and, additionally, for 6M 2011 and pro forma 6M 2010:

6M 2011

 

$ in millions    Operating
profit/(loss)		     Amortization      Depreciation      Share-based
incentives		      Transaction
costs		      Restructuring
costs		      (Gain)/loss on
disposals
and on the
exit of
businesses		     Adjusted
EBITDA		  

Continuing operations

                      

Industrial & Automotive:

                      

– Power Transmission

      128.0        58.5         53.4         4.0         —           6.1         (0.8 )      249.2   

– Fluid Power

      41.0        4.9         14.8         2.5         —           6.7         (0.3 )      69.6   

– Other I&A

      24.8        5.5         6.8         7.4         —           0.6         0.1        45.2   
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  
     193.8        68.9         75.0         13.9         —           13.4         (1.0 )      364.0   

Building Products:

                      

– Air Distribution

      16.5        7.4         14.9         5.1         —           0.6         —          44.5   

– Bathware

      (7.4 )      0.8         3.9         0.2         —           0.8         —          (1.7 ) 
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  
     9.1        8.2         18.8         5.3         —           1.4         —          42.8   

Corporate

      (54.2 )      0.1         0.2         30.4         0.8         3.4         (0.4 )      (19.7 ) 
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

Total ongoing segments

      148.7        77.2         94.0         49.6         0.8         18.2         (1.4 )      387.1   

Exited segments

      (0.5 )      —           —           —           —           —           0.2        (0.3 ) 
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

Continuing operations

      148.2        77.2         94.0         49.6         0.8         18.2         (1.2 )      386.8   
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

Discontinued operation

                      

Industrial & Automotive:

                      

– Sensors & Valves

      23.9        5.8         12.9         0.6         —           —           —          43.2   
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

Total Group

      172.1        83.0         106.9         50.2         0.8         18.2         (1.2 )      430.0   
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

Pro Forma 6M 2010

 

$ in millions    Operating
profit/(loss)		     Amortization      Depreciation      Share-based
incentives		      Transaction
costs		      Restructuring
costs		     Loss/(gain)
on  disposals
and on the
exit of
businesses		     Adjusted
EBITDA		  

Continuing operations

                     

Industrial & Automotive:

                     

– Power Transmission

      116.0       57.0        49.6        0.8        —           5.4       —          228.8  

– Fluid Power

      25.9       7.1        14.2        0.6        0.2         2.6       1.1       51.7  

– Other I&A

      25.9       5.4        8.5        0.2         —           1.1       0.2       41.3  
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  
     167.8       69.5        72.3        1.6        0.2         9.1       1.3       321.8  

Building Products:

                     

– Air Distribution

      26.0       6.7        16.2        1.0        0.2         1.3       0.7        52.1  

– Bathware

      (2.1 )      1.0        4.5        0.1        —           —          (3.2 )      0.3   
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  
     23.9       7.7        20.7        1.1        0.2         1.3       (2.5 )      52.4  

Corporate

      (24.4 )      0.1        0.1        2.7        –         —          2.1       (19.4 ) 
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Total ongoing segments

      167.3       77.3        93.1        5.4        0.4        10.4       0.9        354.8  

Exited segments

      3.3       —           0.1        —           —           (1.9 )      (1.9 )      (0.4 ) 
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Continuing operations

      170.6       77.3        93.2        5.4         0.4        8.5        (1.0 )      354.4   
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Discontinued operation

                     

Industrial & Automotive:

                     

– Sensors & Valves

      14.2       5.3        12.5        0.4         —           —          —          32.4   
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Total Group

      184.8       82.6        105.7        5.8        0.4        8.5       (1.0 )      386.8  
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

 

109

Table of Contents

Pro Forma Fiscal 2010

 

$ in millions    Operating
profit/(loss)		     Amortization      Depreciation      Share-based
incentives		      Transaction
costs		      Restructuring
costs		     (Gain)/loss
on  disposals
and on the
exit of
businesses		     Adjusted
EBITDA		  

Continuing operations

                     

Industrial & Automotive:

                     

– Power Transmission

      208.6        113.6         99.6         6.7         —           9.0        (4.0 )      433.5   

– Fluid Power

      52.7        14.0         29.2         3.9         0.3         1.4        (0.5 )      101.0   

– Other I&A

      32.2        10.8         15.9         10.9         —           1.1        0.2        71.1   
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  
     293.5        138.4         144.7         21.5         0.3         11.5        (4.3 )      605.6   

Building Products:

                     

– Air Distribution

      47.2        13.7         32.2         7.6         0.3         1.7        0.8        103.5   

– Bathware

      (11.0 )      1.9         8.8         0.5         —           0.1        (3.2 )      (2.9 ) 
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  
     36.2        15.6         41.0         8.1         0.3         1.8        (2.4 )      100.6   

Corporate

      (87.4 )      0.2         0.2         48.4         —           2.0        2.3        (34.3 ) 
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Total ongoing segments

      242.3        154.2         185.9         78.0         0.6         15.3        (4.4 )      671.9   

Exited segments

      2.6        —           —           —           —           (1.6 )      (1.9 )      (0.9 ) 
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Continuing operations

      244.9        154.2         185.9         78.0         0.6         13.7        (6.3 )      671.0   
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Discontinued operation

                     

Industrial & Automotive:

                     

– Sensors & Valves

      26.2        10.7         24.6         2.1         —           (1.7 )      —          61.9   
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Total Group

      271.1        164.9         210.5         80.1         0.6         12.0        (6.3 )      732.9   
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Fiscal 2009*

 

$ in millions    Operating
profit/(loss)		     Amortization      Depreciation      Share-based
incentives		      Impairments      Restructuring
costs		      (Gain)/loss
on  disposals
and on the
exit of
businesses		     Gain on
amendment
of post-
employment
benefits		     Adjusted
EBITDA		  

Continuing operations

                        

Industrial & Automotive:

                        

– Power Transmission

      143.0        7.5        74.3        1.9         23.2        75.6        —          (29.7 )      295.8  

– Fluid Power

      (22.8 )      8.2        25.5        0.8         12.5        26.0        —          (31.4 )      18.8  

– Other I&A

      13.8       1.2        15.2        0.5         0.7        12.2        (0.3 )      (1.7 )      41.6  
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  
     134.0       16.9        115.0        3.2         36.4        113.8        (0.3 )      (62.8 )      356.2  

Building Products:

                        

– Air Distribution

      48.2       7.2        24.7        1.8         18.6        5.1        —          —          105.6  

– Bathware

      (12.8 )      0.1        8.3        0.2         2.5        1.6        —          —          (0.1 ) 
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  
     35.4       7.3        33.0        2.0         21.1        6.7        —          —          105.5  

Corporate

      (48.2 )      0.2        0.2        5.2         15.5        0.5        0.1        (0.2 )      (26.7 ) 
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Total ongoing segments

      121.2       24.4        148.2        10.4        73.0        121.0        (0.2 )      (63.0 )      435.0   

Exited segments

      (33.0 )      —           0.2        —           —           19.9        —          —          (12.9 ) 
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Continuing operations

      88.2       24.4        148.4        10.4        73.0        140.9        (0.2 )      (63.0 )      422.1  
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Discontinued operation

                        

Industrial & Automotive:

                        

– Sensors & Valves

      (3.5 )      1.2        23.8        0.9         —           3.2        —          —          25.6  
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Total Group

      84.7       25.6        172.2        11.3        73.0        144.1        (0.2 )      (63.0 )      447.7  
  

 

 

    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

 

* Re-presented (see note 15 to the audited consolidated financial statements included elsewhere in this prospectus).

 

110

Table of Contents

Fiscal 2008*

 

$ in millions   Operating
profit/(loss)		     Amortization     Depreciation     Share-based
incentives		     Impairments     Restructuring
costs		     Loss/(gain)
on  disposals
and on the exit
of businesses		     Adjusted
EBITDA		  

Continuing operations

                

Industrial & Automotive:

                

– Power Transmission

     (70.6 )      7.8        96.1        1.3        284.6        13.8        —          333.0   

– Fluid Power

     29.0        8.8        27.3        0.6        11.7        1.9        —          79.3   

– Other I&A

     41.6        1.1        15.8        —          —          3.2        0.2        61.9   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
    —          17.7        139.2        1.9        296.3        18.9        0.2        474.2   

Building Products:

                

– Air Distribution

     61.2        6.6        26.3        1.0        34.0        3.6        —          132.7   

– Bathware

     (14.2 )      0.2        9.6        0.1        —          2.2        —          (2.1 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
    47.0        6.8        35.9        1.1        34.0        5.8        —          130.6   

Corporate

     (37.3 )      0.3        0.1        8.8        —          0.3        —          (27.8 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total ongoing segments

     9.7       24.8        175.2        11.8        330.3        25.0        0.2        577.0   

Exited segments

     29.5        —          1.8        —          11.0        0.8        (43.2 )      (0.1 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Continuing operations

     39.2       24.8        177.0        11.8        341.3        25.8        (43.0 )      576.9   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Discontinued operation

                

Industrial & Automotive:

                

– Sensors & Valves

     27.7        1.2        26.1        0.2        1.1        0.2        —          56.5   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total Group

     66.9        26.0        203.1        12.0        342.4        26.0        (43.0 )      633.4   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

 

* Re-presented (see note 15 to the audited consolidated financial statements included elsewhere in this prospectus).

Adjusted EBITDA Margin

Adjusted EBITDA margin is a non-GAAP measure that represents Adjusted EBITDA expressed as a percentage of sales.

We use Adjusted EBITDA margin to measure the success of our businesses in managing their cost base and improving profitability.

 

    Successor     Predecessor     Successor     Predecessor     Pro Forma     Predecessor  
$ in millions, unless otherwise stated   6M 2011     Pro Forma
6M 2010		     Q4 2010*     9M 2010*     Fiscal 2010     Fiscal 2009*     Fiscal 2008*  

Continuing operations

                  

Sales ($ in millions)

     2,463.3        2,225.7        1,181.3       3,270.4       4,451.7        3,866.5        5,094.9   

Adjusted EBITDA

     386.8        354.4        173.8       498.9       671.0        422.1        576.9   

Adjusted EBITDA margin

     15.7 %      15.9 %      14.7 %      15.3 %      15.1 %      10.9 %      11.3 % 

 

* Re-presented (see note 15 to the audited consolidated financial statements included elsewhere in this prospectus).

 

111

Table of Contents

Trading cash flow

Trading cash flow is a non-GAAP measure that we use as a measure of the cash generated by our businesses from their trading activities.

Trading cash flow represents cash generated from operations less net capital expenditure (cash outflows on the purchase of property, plant and equipment and non-integral computer software, less proceeds on the disposal of property, plant and equipment).

A reconciliation of cash generated from operations to trading cash flow is presented in the analysis of the movement in net debt presented under “Net debt” below.

 

     Successor     Predecessor     Aggregated     Successor     Predecessor  
$ in millions   6M 2011     6M 2010     Fiscal 2010     Q4 2010     9M 2010     Fiscal 2009     Fiscal 2008  

Total operations

                  

Trading cash flow

     170.5        66.7        152.9       8.8       144.1       422.0       442.8   
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Trading cash flow reflects net capital expenditure which may fluctuate considerably from one year to another in an individual business, depending on the timing of capital projects and asset disposals. Management, therefore, uses trading cash flow in conjunction with, not as a substitute for, cash generated from operations in assessing the cash generation of our businesses.

Net debt

Management uses net debt, rather than the narrower measure of net cash and cash equivalents which forms the basis for the consolidated cash flow statement, as a measure of our liquidity and in assessing the strength of our balance sheet.

Net debt represents the net total of:

 

  •  

the principal amount of our borrowings (bank overdrafts and bank and other loans);

 

  •  

the carrying amount of finance lease obligations;

 

  •  

the carrying amount of cash and cash equivalents and collateralized cash (included in trade and other receivables); and

 

  •  

the fair value of the foreign currency derivatives that are held to hedge foreign currency translation exposures.

Net debt may be analyzed as follows:

 

     Successor           Predecessor  
$ in millions    As at
July 2, 2011		     As at
December 31, 2010		           As at
January 2, 2010		     As at
January 3, 2009		  

Total operations

              

Borrowings:

              

– Bank overdrafts

      (4.4 )      (7.1 )           (4.8 )      (13.7 ) 

– Bank and other loans

      (3,302.7 )      (3,360.4 )           (646.1 )      (735.3 ) 
  

 

 

    

 

 

         

 

 

    

 

 

  
     (3,307.1 )      (3,367.5 )           (650.9 )      (749.0 ) 

Obligations under finance leases

      (3.2 )      (3.3 )           (4.6 )      (6.9 ) 
  

 

 

    

 

 

         

 

 

    

 

 

  

Debt

      (3,310.3 )      (3,370.8 )           (655.5 )      (755.9 ) 

Cash and cash equivalents

      370.0       459.3            445.0       291.9  

Collateralized cash

      18.3       47.0            2.1       3.8  

Foreign currency derivatives

      0.6       (0.5 )           (3.0 )      (19.7 ) 
  

 

 

    

 

 

         

 

 

    

 

 

  

Net debt

      (2,921.4 )      (2,865.0 )           (211.4 )      (479.9 ) 
  

 

 

    

 

 

         

 

 

    

 

 

  

A reconciliation of the carrying amount to the principal amount of our borrowings as at December 31, 2010 is presented in note 30 to the consolidated financial statements included elsewhere in this prospectus. A similar reconciliation as at July 2, 2011 is presented in note 15 to the unaudited condensed consolidated financial statements included elsewhere in this prospectus.

 

112

Table of Contents

Analysis of movements in net debt

We present below an analysis of the movement in net debt that shows the effect on net debt of each of the items presented in the consolidated cash flow statement.

 

     Successor           Predecessor     Aggregated     Successor           Predecessor  
$ in millions    6M 2011           6M 2010     Fiscal 2010     Q4 2010           9M 2010     Fiscal 2009  

Cash generated from operations

      215.0            100.0       281.5       66.3            215.2       532.1  

Capital expenditure:

                       
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  

— Purchase of property, plant and equipment

      (57.2 )           (52.9 )      (150.2 )      (60.2 )           (90.0 )      (115.2 ) 

— Purchase of computer software

      (2.8 )           (2.8 )      (5.7 )      —               (5.7 )      (7.8 ) 
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  
     (60.0 )           (55.7 )      (155.9 )      (60.2 )           (95.7 )      (123.0 ) 

Disposal of property, plant and equipment

      15.5            22.4       27.3       2.7            24.6       12.9  
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  

Trading cash flow

      170.5            66.7       152.9       8.8            144.1       422.0  

Tax:

                       
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  

— Income taxes paid

      (57.1 )           (46.1 )      (88.5 )      (22.3 )           (66.2 )      (50.3 ) 

— Income taxes received

      1.1            43.9       47.1       1.4            45.7       31.2  
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  
     (56.0 )           (2.2 )      (41.4 )      (20.9 )           (20.5 )      (19.1 ) 

Interest:

                       
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  

— Interest element of finance lease rental payments

      (0.1 )           (0.1 )      (0.2 )      —               (0.2 )      (0.4 ) 

— Interest received

      1.2            2.4       14.7       1.4            13.3       3.6  

— Interest paid

      (107.8 )           (11.8 )      (73.3 )      (58.1 )           (15.2 )      (37.5 ) 
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  
     (106.7 )           (9.5 )      (58.8 )      (56.7 )           (2.1 )      (34.3 ) 

Financing costs paid

      (34.8 )           —          (182.4 )      (182.4 )           —          (6.3 ) 

Ordinary dividends

      —               (56.9 )      (56.9 )      —               (56.9 )      (48.3 ) 

Acquisitions and disposals:

                       
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  

— Purchase of subsidiaries, net of cash acquired

      (2.4 )           (40.7 )      (4,576.2 )      (4,535.0 )           (41.2 )      (26.5 ) 

— Sales of businesses and subsidiaries, net of cash disposed

      27.0            (1.3 )      —          4.0            (4.0 )      0.7  

— Purchase of non-controlling interest

      (13.1 )           —          —          —               —          —     

— Debt acquired on acquisition of subsidiaries

      —               —          —          —               —          (7.8 ) 

— Investment in associates

      (0.4 )           —          (0.5 )      (0.5 )           —          (2.7 ) 
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  
     11.1            (42.0 )      (4,576.7 )      (4,531.5 )           (45.2 )      (36.3 ) 

Ordinary share movements:

                       
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  

— Issue of ordinary shares

      —               0.9       2,147.8       2,142.3            5.5       0.1  

— Purchase of own shares

      —               (6.2 )      (6.2 )      —               (6.2 )      (1.4 ) 
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  
     —               (5.3 )      2,141.6       2,142.3            (0.7 )      (1.3 ) 

Other movements:

                       
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  

— Capitalization of development costs

      (0.3 )           (0.5 )      (2.8 )      (2.3 )           (0.5 )      (0.6 ) 

— Dividends received from associates

      0.5            0.5       0.5       —               0.5       0.3  

— Settlement of interest rate swaps

      —               —          64.7       —               64.7       —     

— Premium on redemption of notes

      —               —          (4.6 )      (4.6 )           —          —     

— Return of management investment

      (0.7 )           —          —          —               —          —     

— Investment by a minority shareholder in a subsidiary

      —               —          11.7       11.7            —          4.7  

— Dividend paid to a minority shareholder in a subsidiary

      (43.9 )           (9.9 )      (12.0 )      —               (12.0 )      (8.7 ) 
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  
     (44.8 )           (9.9 )      57.5       4.8            52.7       (4.3 ) 

Foreign currency movements:

                       
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  

— Net cash and cash equivalents

      3.2            (3.9 )      (44.3 )      (45.6 )           1.3       4.8  

— Other net debt

      (6.7 )           57.9       22.3       1.4            20.9       (48.1 ) 

— Receipts/(payments) on foreign currency derivatives

      7.8            (53.0 )      (22.5 )      (2.2 )           (20.3 )      39.6  
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  
     4.3            1.0       (44.5 )      (46.4 )           1.9       (3.7 ) 
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  

Cash movement in net debt

      (56.4 )           (58.1 )      (2,608.7 )      (2,682.0 )           73.3       268.4  
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  

Non-cash movements

      —               —          (44.9 )      (44.9 )           —          —     
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  

(Increase)/decrease in net debt

      (56.4 )           (58.1 )      (2,653.6 )      (2,726.9 )           73.3       268.4  
  

 

 

         

 

 

    

 

 

    

 

 

         

 

 

    

 

 

  

 

113

Table of Contents

BUSINESS

Company Overview

We are a diversified global engineering and manufacturing company with a portfolio of market-leading businesses. Our products are highly engineered and used in the industrial, automotive and construction end markets. We have a broad collection of premier brands that are among the most globally recognized in their respective end markets, and we estimate that approximately 80% of our sales for Fiscal 2010 were derived from businesses that we believe hold the number one position in the markets in which they operate. Approximately 40% of our Fiscal 2010 sales were generated from the global industrial replacement end market and automotive aftermarket, where we achieve higher margins. Our industrial replacement business provides us with exposure to a broad range of industrial end market segments that have an ongoing need for replacement parts, while the automotive aftermarket provides us with a stable source of revenue. The significant majority of our products, including those useful for the reduction of energy consumption and for safety improvement, are positioned in the premium end of their respective end markets, and as a result, allow for associated premium pricing. The prices of our products are low relative to the potential cost of their failure within the critical systems in which they are used, such as industrial machinery, automotive engines and HVAC systems. We attribute our end market leadership positions to a combination of our brand strength, product quality and breadth and customer service and support. We are led by an experienced, proven management team that has successfully streamlined our portfolio to focus on our core businesses, and implemented wide-ranging, significant cost-saving restructuring initiatives.

Our revenue and earnings base is highly diversified by product, geography, end market and customer. We derive revenues from nearly every developed country across the globe and are well-positioned in most emerging markets with our industrial and automotive component products. In addition, our top ten customers represented only 22% of our Fiscal 2010 pro forma sales. We maintain long-standing customer relationships and have served our top 20 customers for an average of over 35 years, while some of our largest customer relationships span over 50 years. We also have developed strong relationships with industry-leading customers in emerging markets including Chery, Tata and Mahindra & Mahindra.

Our product portfolio consists of tens of thousands of SKUs, and we believe it comprises the broadest range of power transmission belts, fluid power hoses and air distribution products in the end markets in which we operate. This breadth, combined with our brand reputation, product quality, superior field sales and service support, long-standing customer relationships and ability to deliver on short lead times, has allowed us to establish and maintain our leading market positions.

Our History

We were founded in 1925 as F.H. Tomkins Buckle Company, a small British manufacturer of buckles and fasteners. In the 1980’s and 1990’s we embarked on a succession of acquisitions, which rapidly grew our sales, product range and global reach. Major acquisitions included the U.S.-based Gates Corporation in 1996, which signaled a move into the industrial and automotive markets and the Stant and Schrader businesses that further bolstered this division. We also expanded our businesses into the North American residential and non-residential construction markets and several other end markets through additional acquisitions. Recognizing the need to strengthen and build upon our market leadership positions in core engineering markets, we began a process of streamlining our activities by disposing of a number of businesses during the period from 1998 to 2001.

Jim Nicol joined us as CEO in 2002 and implemented a strategy of divesting under-performing and lower margin businesses, while also acquiring businesses with higher growth and margin potential such as A.E. Hydraulic and Fleximak, in order to create a globally diversified portfolio of market-leading industrial businesses. In our Air Distribution group there have been a number of strategic acquisitions that have provided strong product, manufacturing and customer synergies, and, in the case of Trion, have allowed for an important manufacturing capability in Asia. Today, our businesses are focused on lean manufacturing, sharing best practices, product innovation and geographic expansion.

 

114

Table of Contents

Our Competitive Strengths

Industry Leading Businesses with Premier Brands. We believe that we hold the number one market position in businesses that comprise approximately 80% of our Fiscal 2010 sales. We believe we have achieved this leadership position by offering high quality products, industry-leading product portfolios that typically consist of tens of thousands of SKUs and superior customer service and field sales support, all of which drive brand loyalty and secure our long-standing brand reputations and customer relationships. The strength of our brands has been highlighted by our demonstrated ability to pass through or adjust prices for changes in input costs, and in certain markets to charge a premium price relative to our competitors. Our principal brands include the following:

 

  •  

Gates is the world’s largest manufacturer of power transmission belts and a leader in hydraulic and industrial hoses and couplings. The Gates brand has existed since 1917 and is globally synonymous with premium quality, reliability and customer service. Gates has approximately a 30% share of the overall automotive aftermarket for power transmission and fluid power products in North America. In its target market, which is the “do-it-for-me” traditional and retail, light vehicle automotive aftermarket in North America, Gates has a 40% share. In Europe, we estimate that Gates has approximately a 65% share of the synchronous belt market and approximately a 35% share of the accessory drive belt market.

 

  •  

ASC, Ruskin and Hart & Cooley are three of the leading manufacturers of air distribution products in North America. Each of our primary Air Distribution brands maintains a share in excess of 30% of their respective product categories, and ASC, through several brands, has a share in excess of 50% of the market for commercial GRDs in the United States.

 

  •  

Dexter is North America’s leading manufacturer of axles used in specialty utility, industrial and recreational trailers, which are typically made-to-order, with a U.S. market share in excess of 50% for those products.

 

  •  

Ideal is the leading gear clamp manufacturer with a market share in the United States of approximately 60%.

 

  •  

Aquatic is the leading producer of value-oriented fiberglass bathtubs, accounting for approximately 30% of all fiberglass bathtubs sold in 2009 in the United States.

Diversified Revenue and Earnings Base. We benefit from serving a diverse group of end markets and customers across the globe. This diversity helps mitigate the impact of any individual decline in any one end market during a given year. Approximately 40% of our Fiscal 2010 sales were generated from the global industrial replacement end market and automotive aftermarket, where we achieve higher margins. Our industrial replacement business provides us with exposure to a broad range of industrial end market segments that have an ongoing need for replacement parts. Our customer base consists of many of the world’s leading companies in their respective end markets, and it is broad and distinct across our segments, with no single customer representing more than 7% of our Fiscal 2010 sales. We generate revenue in most developed countries across the globe, and our emerging market presence has grown rapidly to now represent approximately 23% of our Fiscal 2010 I&A sales.

Broad Product Offering of Highly Engineered and Critical Components. Our broad product portfolio consists of tens of thousands of SKUs, which allows us to provide our customers with a comprehensive range of products. Most of our products are highly engineered components that perform critical functions within larger and more expensive systems, including industrial machinery, automotive engines and commercial HVAC applications. The prices of our products are low relative to the potential cost of their failure within the critical systems in which they are used. Our engineering and new product development capabilities have contributed to our reputation as an innovator, solidifying our leadership position across our product categories. Additionally, our extensive product portfolio, strong brand reputation, intellectual property, knowledge and expertise applied across our broad range of SKUs, make us a valued partner to our customers and increases their reluctance to switch suppliers. Working with our customers to design and develop solutions tailored to their individual specifications is a valuable service that we provide, which further decreases their propensity to switch suppliers.

 

115

Table of Contents

Long-Standing Customer and Distributor Relationships. We have cultivated long-standing customer relationships due to our strong brand reputation, consistent ability to meet product availability requirements, superior customer service and best-in-class quality. Some of our relationships with our largest customers span over 50 years. Our relationships with our top 20 customers have existed for more than 35 years on average. We believe we have cultivated relationships with an estimated 75% of the U.S. and European wholesale distributors to the automotive aftermarket, and are a key supplier to three of the largest North American distributors and retailers, NAPA, O’Reilly Auto Parts (both more than 50 years) and CARQUEST (approximately 45 years). In Europe, we have long-standing customer relationships with the leading automotive aftermarket distributors in each of Germany, France and the U.K. We maintain relationships with the largest global industrial replacement distributors, including Motion Industries (approximately 45 years) and Kaman (approximately 40 years). We have also cultivated exclusive relationships with over 100 leading distributors in the North American non-residential and residential construction end markets and maintain thousands of relationships for broad market coverage. Our extensive distribution network, comprehensive product portfolio and made-to-order components make it difficult for smaller domestic and emerging market competitors to penetrate our end markets.

Low-Cost Manufacturing and Global Engineering Footprint. Many of our manufacturing facilities are located in low-cost, emerging markets, including China, Mexico, Brazil, India, Eastern Europe and Turkey. We have substantially rebased our manufacturing footprint towards lower cost, higher growth regions, as we have opened, among other things, three new facilities in China, India and Turkey, while closing approximately 30% of our North American and European facilities in 2008 and 2009. As a result, we are positioned to realize continued margin growth as our end markets recover. We have already realized some of this margin expansion with the ongoing Adjusted EBITDA margin increasing 540 basis points (“bps”) between the first half of 2009 and Fiscal 2010. Continued international expansion allows us to conduct our engineering and manufacturing activities close to our customers across the globe, as well as to develop new relationships and to benefit from the higher growth rates in emerging markets.

Strong Margins and Free Cash Flow Generation. Our operating model generates strong profit margins and stable cash flows. In Fiscal 2010 we achieved an ongoing Adjusted EBITDA margin of 15.1% compared with 11.4% in Fiscal 2009 and 11.8% in Fiscal 2008. We achieved this improvement in part through our two broad plant rationalization programs that were largely completed in 2008 and 2009, which we refer to as projects Eagle and Cheetah. Under these initiatives we closed more than 30 loss-making, redundant and underperforming facilities in North America and Western Europe and exited low-margin and unprofitable automotive OEM businesses, which were capital intensive, as well as unprofitable Building Products businesses. After significant investments in lower cost regions, we currently have relatively lower capital expenditure requirements than we did in the past, which we expect to continue even if the end market recovery accelerates.

Experienced and Proven Management Team. We are led by an experienced management team that implemented a successful and significant restructuring program and reshaped our business portfolio through an extensive divestiture and rationalization program. Our management team is led by Jim Nicol who joined Tomkins in 2002 as CEO. Under his leadership, we have:

 

  •  

Executed projects Eagle and Cheetah, which we estimate will generate approximately $150 million in annual savings from 2011 onwards.

 

  •  

Divested or closed 26 non-core lower margin and commodity businesses to focus on higher margin, less capital intensive businesses.

 

  •  

Established a portfolio of industry-leading industrial, automotive and building product businesses.

 

  •  

Improved the ongoing Adjusted EBITDA margin by 330 bps in Fiscal 2010 compared with Fiscal 2008, despite sales being approximately 10% below the pre-restructuring levels of Fiscal 2007.

 

116

Table of Contents
  •  

Embedded a culture of pay for performance throughout our organization.

Business Strategies

Leverage the Gates Brand. We will continue to leverage our Gates brand and footprint, which we believe is globally recognized by our customers as the highest quality power transmission belt brand and a leader in the fluid power market. We aim to enhance Gates’ strong reputation for superior quality, reliability and customer service by growing our service and distribution capabilities in the global industrial OEM and replacement end market and automotive aftermarket. We will also continue to invest in: (i) product development, such as our polyaramid-reinforced belts for motorcycles, carbon cord polychain belts, molded fabric belts used in high torque engines, belt boxes within wind turbines, ocean wave power generation systems and oil and gas applications and (ii) service capabilities, such as installing, monitoring, refurbishing and advising on system design for hydraulic applications in the oil and gas, marine and mining end market segments.

Utilize Global Presence and Brand Strength to Further Penetrate Emerging Markets. We continue to expand our market share in emerging markets such as China, Brazil, India and Eastern Europe, and our sales to emerging markets have grown from approximately 10% of I&A sales in 2004 to approximately 23% in Fiscal 2010. Gates has established and maintained a sales and manufacturing presence in both China and India since 1995. We have authorized distributors in almost all of China’s provinces, that have a total of over 130 retail stores across the country. We have recently completed new facilities to serve these markets, including our Fluid Power plant in Changzhou, China, which became operational in early 2010 and is the largest fluid power facility in our portfolio. We have also expanded our operations in India, Eastern Europe and Turkey, where we believe the recent high growth of light vehicle sales and industrial activity are expected to continue in the future. The automotive aftermarket opportunity in many of these emerging markets remains in its early stages as the average age of vehicles in these markets is currently lower than the age range that generates the most aftermarket activity, which is approximately five to ten years. Additionally, industrial activity is expected to increase with economic growth, which drives the industrial OEM and replacement end markets. We believe that exposure to these geographies will continue to drive our growth as automotive production increases, the aftermarket develops and general infrastructure and economic growth continues to expand at attractive rates.

Capitalize on Demand for Energy Efficient Products. We believe that we were among the first manufacturers to identify the growing environmentally-focused product trends in our industries and end markets. We continue to engineer products to enhance their energy and fuel efficiency. Such products include synchronous timing belts for micro-hybrid systems and variable vane oil pumps in our I&A businesses and energy recovery ventilators in our Building Products business. Demand for the advanced technology content integrated into these products continues to grow. In addition, a number of new regulatory guidelines in North America have emerged to promote energy efficient products in new non-residential and residential construction.

Further Enhance Margins and Free Cash Flow Generation. We will continue to develop product offerings across our businesses that contain proprietary technology and leverage our strong brands resulting in an ability to offer premium products and generate attractive margins. In response to a difficult economic climate, we have also reduced our fixed cost base. In 2008 and 2009, we substantially completed all of our comprehensive restructuring initiatives (projects Eagle and Cheetah), closing over 30 facilities and reducing headcount under these initiatives by 7,800. We anticipate reaching the full run-rate savings of $150 million during 2011. Our continual performance improvement initiatives within our plants is expected to enhance our margins further. We also believe our available manufacturing capacity and existing geographical plant footprint is sufficient to support significant increases in volume, which will result in positive operating leverage as the economy recovers. Additionally, many of our more capital-intensive operations, including several of our low-margin, more commodity-oriented automotive OEM businesses, have been divested over the past few years as part of a full-scale management initiative to focus on higher margin, lower capital intensity businesses.

Target Opportunities for Which There is a Significant Replacement Market. We will continue to develop our technology to manufacture market-leading products and then follow with aftermarket sales and support using such technology. This strategy has been successful across the Gates brand where products were customized for use in systems designed by OEMs then sold directly to the aftermarket to satisfy replacement needs.

 

117

Table of Contents

R&R activities, which are becoming a growing revenue driver in our Building Products business group, accounted for 25% of Air Distribution’s Fiscal 2010 sales.

Capitalize on Eventual Cyclical End Market Recovery. Although all of our end markets were impacted by the recent global economic recession to varying degrees, we believe many of our end markets have troughed and are experiencing varying degrees of recovery, with ongoing sales up 16% in Fiscal 2010 over Fiscal 2009, driven by increased demand throughout our global industrial and automotive end markets, as well as some amount of inventory re-stocking at our customers.

Continue to Evaluate Strategic Opportunities. We will continue to evaluate our portfolio on a strategic basis and seek to expand our presence in emerging markets. We may also consider divesting non-core businesses that may be less strategic in order to accelerate the deleveraging of our balance sheet.

Our Segments

Our business is divided into two business groups: I&A, which accounted for 78% of our Fiscal 2010 sales, and Building Products, which comprised the remaining 22% of our Fiscal 2010 sales. Our I&A businesses include: (i) Gates—the leading global manufacturer of power transmission belts and related products, as well as hydraulic and industrial hose and couplings; (ii) Dexter—the leading North American manufacturer of axles used in utility, industrial and recreational trailers; and (iii) several other businesses. Our Building Products businesses collectively are the leading North American manufacturer of products used in the HVAC systems of commercial and residential buildings, including GRDs, terminal units, dampers, louvers and smoke vents, among other products. We also manufacture bathtubs and shower enclosures primarily used in residential applications.

Industrial & Automotive

The Industrial & Automotive business group manufactures a wide range of systems and components for the industrial and automotive markets, principally through its three ongoing operating segments: (i) Power Transmission, (ii) Fluid Power and (iii) Other Industrial & Automotive. I&A has corporate offices in the United States and Canada. We supply a wide variety of industries, including the transportation, energy and natural resources and agricultural markets. Our products are sold through a range of distribution channels: direct to customers (principally for the OEM end market) and through distributor channels (principally for the aftermarket business). The primary raw materials used by I&A are rubber materials, steel and a range of fibers and fabrics, all of which are principally sourced locally.

Power Transmission

LOGO

Power Transmission. We are the world’s largest manufacturer of power transmission belts used in industrial equipment and automotive applications. Our Power Transmission products are sold under the Gates brand

 

118

Table of Contents

and include highly-engineered rubber and polyurethane accessory drives and synchronous belts, idler pulleys and tensioners. We are globally integrated with operations in 21 countries and maintain research, development and engineering capabilities worldwide. The largest component of our Power Transmission sales is to leading distributors for use in the industrial replacement end market and automotive aftermarket, which are higher margin businesses. The industrial replacement end market covers a broad range of industries, which have an ongoing need for replacement parts. The automotive aftermarket provides us with a stable source of revenue. We supply aftermarket belts and related components for substantially all light vehicles in North America and Europe. We also sell Power Transmission products directly to industrial and automotive OEMs. For Fiscal 2010, 63% of Power Transmission’s automotive OEM sales were to customers located outside of North America, primarily in continental Europe and Asia, including Renault, PSA/Peugeot, Mercedes, Hyundai and Chery. The end market segments for our industrial products are broad and primarily cover applications such as general industrial, agricultural equipment and motorcycles. We also have a nascent presence in elevators, white goods and wind turbines. The industrial replacement end market and automotive aftermarket collectively represented 49% of Power Transmission’s Fiscal 2010 sales, while 41% of Fiscal 2010 sales were to the automotive OEM end market. The remaining 10% of Fiscal 2010 sales were generated from the industrial OEM end market.

On August 2, 2011, we finalized the sale of our Stackpole business, which specializes in powder metal and engineered powertrain components. Stackpole is included in the Power Transmission operating segment and operates predominantly in North America and Europe, generating annual sales of approximately $290 million. The business was sold to an affiliated investment fund of the Sterling Group, a Houston based private equity investment firm, for a cash consideration of $285 million.

Fluid Power

LOGO

Fluid Power. We are a leading manufacturer of hydraulic hoses, couplings and transfer hoses used in industrial applications and in the automotive aftermarket. Our hydraulic hoses and couplings are used in technically demanding operations and must be able to withstand extreme operating conditions. Our Fluid Power products are sold under the Gates brand and are used in a variety of end market segments, such as general industrial, construction, agriculture, oil and gas, mining and energy. We have continued to broaden our Fluid Power platform by providing hydraulic service offerings (e.g., tracking, monitoring and replacement, as well as hydraulic flushing services) to the oil and gas, marine and mining end market segments. Fluid Power has a global footprint across 13 countries and serves customers worldwide such as Motion Industries, John Deere, JCB, Bobcat and Caterpillar. The industrial replacement end market accounted for 49% of Fluid Power’s Fiscal 2010 sales, while 31% of Fiscal 2010 sales were to the industrial OEM end market and 20% of Fiscal 2010 sales were to the automotive aftermarket.

 

119

Table of Contents

Other I&A

LOGO

Other I&A. Other I&A is comprised of three businesses, Dexter and Ideal. Dexter accounts for more than half of Other I&A’s sales. Dexter is the leading manufacturer of axle components for the utility, industrial trailer and recreational vehicle end market segments in the United States. Dexter sells products directly to OEMs and through national distributors. Ideal is the leading manufacturer of gear clamps primarily for the automotive aftermarket and sells principally in the United States, Mexico and China under a variety of brands. Plews, a wholly-owned manufacturer of automotive lubrication products and repair tools, was sold on April 20, 2011 to a consortium of investors in the US led by the private equity firm, Eigen Capital LLC. In Fiscal 2010, Plews’ sales were approximately $70 million. The cash consideration of $25 million received on the disposal approximated to the carrying amount of the net assets sold.

Industrial & Automotive End Markets

We operate a portfolio of global, market-leading businesses that manufacture and sell branded products for the industrial OEM and replacement, automotive OEM, automotive aftermarket, non-residential construction and residential construction end markets. Each end market has unique characteristics and drivers that contribute to our overall revenue diversification, stability and provide broad exposure to general economic growth. We expect that the cyclical nature of the industrial and automotive OEM end markets and the industrial aftermarket will benefit us to the extent there continues to be a recovery from recessionary lows. Additional end market demand characteristics that we believe we will continue to benefit from are:

 

  •  

the resilience, stability and higher-margin nature of the automotive aftermarket principally in North America and Europe; and

 

120

Table of Contents
  •  

the continued secular growth in industrial and automotive OEM and replacement end markets in emerging markets globally.

Industrial OEM & Replacement. We generated 34% of our Fiscal 2010 sales from the global industrial OEM and replacement end markets. Our Power Transmission and Fluid Power segments operating under the Gates brand accounted for 77% of our Fiscal 2010 sales to the industrial OEM and replacement end markets. Our industrial belts are used in manufacturing equipment, commercial vehicles, agricultural and construction equipment as well as a broad range of consumer and industrial products and applications. Our industrial fluid power products are used within hydraulic systems, for example, on construction equipment and to transfer and convey fluids, as well as food, water, steam, oil, chemicals, gas and air and serve the general industrial, construction, agriculture, oil and gas, marine and mining industries.

We believe the demand for our products in the industrial OEM and replacement end markets will continue to be driven by:

 

  •  

the level of industrial production and capacity utilization, both of which still remain below long-term averages in North America and Europe;

 

  •  

the level of durable goods orders and operating expenditures related to consumable items used in industrial production;

 

  •  

the level of construction activity which drives demand for construction equipment that utilize our products;

 

  •  

the level of global commodity prices that impact demand and utilization of equipment in a number of our end market segments including agriculture and oil and gas; and

 

  •  

continued emerging market growth and infrastructure build.

Automotive OEM. We generated 20% of our Fiscal 2010 sales from supplying the global automotive OEM end market. Our Power Transmission segment operating under the Gates brand accounted for 98% of our Fiscal 2010 sales for this end market. The demand in this end market is directly related to global vehicle production. According to IHS/CSM, from 2000 through 2010, annual light vehicle production averaged 14.6 million units in North America and 19.5 million units in Europe. Current automotive industry conditions in North America and Europe have demonstrated early signs of recovery, though are still significantly below long-run averages. In 2010, North American production recovered to 11.9 million units from 8.6 million units the year before. In Europe, production increased by 13%, rising from 16.3 million units in 2009 to 18.5 million units in 2010. Approximately 11% of our automotive OEM sales are derived from the Chinese market where production grew at an annualized growth rate of 24% between 2004 and 2010. IHS/CSM forecasts 2011 to 2015 annualized light vehicle production growth of 6% globally, with 6% in North America, 3% in Europe and 11% in China. Evolving consumer preferences and recent regulations have made fuel economy and safety systems a growth area for automotive OEM suppliers, which we believe will benefit our business. Many of the products that we sell to the automotive OEM end market have been shown to improve safety and fuel economy, which positions us well to benefit from the trend toward safer, more fuel-efficient vehicles.

We believe the demand for our products in the automotive OEM end market will continue to be driven by:

 

  •  

the level of global vehicle production;

 

  •  

our ability to secure positions on new vehicle platforms relative to our competitors; and

 

  •  

evolving regulatory requirements related to fuel economy and safety.

Automotive Aftermarket. We generated 22% of our Fiscal 2010 sales from the automotive aftermarket primarily through our Gates products. Though the automotive aftermarket is influenced by fuel prices and consumer

 

121

Table of Contents

confidence, it is typically resilient during economic downturns. This resilience is a result of the stable underlying demand for replacement products, which is more influenced by non-discretionary maintenance and repair needs than it is by economic factors. For example, according to IHS/CSM, U.S. light vehicle production fell 34% in 2009 compared with the prior year, whereas, according to AAIA, aggregate U.S. automotive aftermarket sales declined only 2% during 2009 compared with the prior year. The U.S. light vehicle aftermarket represented $207 billion in aggregate sales in 2009 and is expected to reach over $230 billion by 2012, a compound annual growth rate (“CAGR”) of 4%, according to AAIA estimates. Global vehicle production is also an aftermarket revenue growth driver as it adds to the aggregate global vehicle population. JD Power estimates that the world’s total vehicle population in 2009 was 1.0 billion and expects it to grow at a CAGR of 3% from 2009 through 2015. In particular, JD Power expects that total vehicle population in emerging markets will continue to grow significantly during that period, with CAGRs of 14% in China and 10% in India, which should aid the development of the still nascent automotive aftermarket in those countries.

We believe that the demand for our products in the automotive aftermarket will continue to be driven by:

 

  •  

the size of the global vehicle population, which increases by the level of annual new vehicle production less the annual scrap rate;

 

  •  

the average age of the global vehicle population as older vehicles typically require greater maintenance and repair; and

 

  •  

annual miles driven, which correlates to the rate of vehicle wear and consequently demand for aftermarket products.

Building Products

The Building Products business group manufactures a wide range of air distribution products and systems, and bathware products (bathtubs, shower cubicles and luxury whirlpools) for the residential construction and non-residential construction end markets. Building Products sells its products through a range of distribution channels, principally to suppliers to the construction industry, building contractors, OEM and retailers for both the new build and refurbishment sectors. Over 90% of Fiscal 2010 sales are to the North American markets, but there is an increasing customer base in India, Thailand, China, Europe and the Middle East. The primary raw materials used by the business group are steel, aluminum, resin and fiberglass.

Air Distribution

LOGO

Air Distribution. We believe we are the leading North American manufacturer of products that are used to distribute, recycle and vent air, and which are critical components of HVAC systems within non-residential and residential buildings. We design and manufacture a broad range of products, including, among others, GRDs, terminal units, fire and smoke dampers, louvers and fans for customers throughout North America. Our products are marketed under many established and well-known brand names including, Titus, Krueger, Ruskin and Hart & Cooley. We

 

122

Table of Contents

believe that we are the only nationwide U.S. provider of air distribution products across many of the primary categories in which we compete and we have an extensive multi-channel distribution network across the country. The majority of our products are sold through manufacturers’ representatives and building products wholesalers. The balance of our products are sold directly to HVAC OEMs, such as Carrier Group, York International and Lennox, as well as to home centers, specialty retailers and national accounts. We maintain a competitive advantage in this business by offering the broadest range of products, providing industry-leading customer service and delivering customized products on short lead times. We believe our portfolio of brands is recognized as representing the highest quality products, and building architects and engineers often specify them by name in building designs. The non-residential construction end market represented 74% of Air Distribution’s Fiscal 2010 sales, while 26% of Fiscal 2010 sales were to the residential construction end market. Within Air Distribution, 75% of Fiscal 2010 sales were into the new construction end market segment, while 25% of Fiscal 2010 sales were into the R&R end market segment, which includes all sales to home centers such as Home Depot and Lowes.

Bathware

LOGO

Bathware. We are a leading manufacturer of bathtubs and shower enclosures in the United States, accounting for approximately 30% of all fiberglass bathtubs sold in 2009. Our products are sold under the Aquatic brand name primarily through building products wholesalers, home center retailers and specialty distributors. Aquatic operates manufacturing plants and distribution warehouses across the United States, providing national distribution capabilities. The residential end market accounted for 96% of Bathware’s Fiscal 2010 sales, while the remaining 4% comprised sales to the manufactured housing industry.

Building Products End Markets

The majority of our Building Products business group serves the non-residential construction markets (65% of Fiscal 2010 Building Products sales), while the remainder (35%) sells primarily to the residential construction end market. Nearly all of our Building Products sales are to the North American construction markets.

Non-Residential Construction End Market

We generated 14% of our Fiscal 2010 sales from the non-residential construction end market, primarily from our Air Distribution segment. U.S. non-residential construction activity has been in decline since 2008, and, according to Dodge, in 2010, U.S. non-residential construction starts totaled 635 million square feet as compared with an average of 1.2 billion square feet over the 2006 to 2010 time period. McGraw-Hill is forecasting that the market will continue to stabilize in 2011 followed by more rapid growth in 2012 and 2013. Approximately 25% of our Building Products business group’s Fiscal 2010 sales were derived from R&R activities within our Air Distribution segment. We believe this will be a growth area given the increasing global drive to reduce energy consumption in buildings, which many of our products achieve. Globally, buildings use approximately one-third of the world’s energy, 25% of which is attributable to buildings’ air distribution systems. Our energy efficient air distribution products can help reduce energy consumption in this area.

 

123

Table of Contents

We believe that demand in the non-residential construction end market, which is inherently local in nature, will be driven by underlying dynamics including:

 

  •  

local office vacancy rates, which are tied to employment levels;

 

  •  

the availability of financing for new construction projects;

 

  •  

public and private spending on healthcare, education and other social services; and

 

  •  

trends in the development of new urban areas and the re-development of existing urban areas.

Residential Construction End Market

We generated 8% of our Fiscal 2010 sales from the residential construction end market, including the R&R end market segment. The U.S. residential construction end market has been weak throughout 2010 and early 2011, with seasonally adjusted annualized housing starts standing at 549,000 at the end of March 2011, compared with the total housing starts in 2010 of 587,000 units and the historical average housing start rate between 1980 and 2010 of 1.4 million units (as measured by the U.S. Census Bureau Housing Starts). According to the NAHB, housing starts are expected to recover to approximately 730,000 units by 2012 as long-term demographic factors and an expected economic recovery lead to absorption of the current excess housing supply. However, despite signs of recent stabilization and the long-term positive outlook for new residential construction, recent housing starts data suggests that near-term demand will continue to be restrained. According to the U.S. Census Bureau, R&R spending has declined 23% since 2006, and we expect it to resume growth as consumer confidence and unemployment improve.

We believe that demand in the new residential construction end market segment will continue to be driven by:

 

  •  

consumer confidence and employment levels;

 

  •  

availability of financing along with interest rate stability;

 

  •  

on-going population growth and relocation trends; and

 

  •  

the level of existing home sales which impacts housing inventory levels as well as the level of R&R activity.

Customers

We have cultivated deep-seated customer relationships due to our strong brand reputation, consistent ability to meet product availability requirements, superior customer service and best-in-class quality. Some of our relationships with our largest customers span over 50 years. Our relationships with our top 20 customers have existed for more than 35 years on average. We believe we have cultivated relationships with an estimated 75% of the U.S. and European wholesale distributors to the automotive aftermarket, and are a key supplier to three of the largest North American distributors and retailers, NAPA, O’Reilly Auto Parts (both more than 50 years) and CARQUEST (approximately 45 years). In Europe, we have long-standing customer relationships with the leading automotive aftermarket distributors in each of Germany, France and the U.K. We maintain relationships with the largest global industrial replacement distributors, including Motion Industries (approximately 45 years) and Kaman (approximately 40 years). We have also cultivated exclusive relationships with over 100 leading distributors in the North American non-residential and residential construction end markets and maintain thousands of relationships for broad market coverage. Our extensive distribution network, comprehensive product portfolio and made-to-order components make it difficult for smaller domestic and emerging market competitors to penetrate our markets. For example, our Air Distribution products are often specified into building designs by engineers and architects. Our top five customers by business segment and their contribution to group sales are listed below.

 

124

Table of Contents

Industrial

    % of Fiscal
2010 sales		     

Automotive

    % of Fiscal
2010 sales		  

Genuine Parts/Motion Industries

      2.4      

General Motors(1)

      5.3   

John Deere

      1.3      

Genuine Parts/NAPA

      3.2   

Redneck Trailer Supplies

      1.1      

Ford(1)

     2.8   

Jayco

      0.8      

Renault-Nissan(1)

      1.8   

JCB

      0.5      

O’Reilly

      1.7  

 

(1) Includes sales of automotive OEM and automotive aftermarket products.

 

Air Distribution

    % of Fiscal
2010 sales		     

Bathware

    % of Fiscal
2010 sales		  

York International

      0.5      

Home Depot

      0.5   

Lennox

      0.5      

Ferguson Enterprises

      0.4   

Tom Barrow

      0.4      

Hajoca

      0.1   

Home Depot

      0.4      

WinWholesale

      0.1   

Norman S Wright

      0.4      

Morrison Supply

      0.1   

We have thousands of customers around the world and have developed long-standing business relationships with many of them. We have a significant concentration of customers in the United States, however we sell to nearly every developed country globally. We serve a diverse range of end markets, and serve customers across a broad range of end market segment. No single customer accounts for more than 7% of our sales and there are typically no significant amounts due from any one customer.

 

125

Table of Contents

Products

The following are some of our key products in each of our segments.

LOGO

Competition

Although our end markets are competitive, we believe that most of our products are technologically superior or of better quality than those of our competitors. Additionally, in certain cases we choose to match the prices of lower cost suppliers. We focus on differentiating our products through high quality, efficiency and performance as well as providing superior customer service and field sales support. We also maintain a broad collection of premier global brands which are among the most globally recognized in their respective industries, and we estimate that approximately 80% of our sales are derived from businesses that we believe hold the number one position in their respective markets.

Industrial & Automotive: Gates is the world’s largest manufacturer of power transmission belts and hydraulic and industrial hoses. Gates’ key Power Transmission competitors include Goodyear Engineered Products, Dayco, Continental, Carlisle and Optibelt. The economic downturn caused significant financial distress for certain competitors, including Dayco (a division of Mark IV Industries), which filed for bankruptcy in April of 2009. These events strengthened Gates’ competitive position during the downturn. Gates’ key Fluid Power competitors include Parker Hannifin and Eaton Hydraulics. Furthermore, Dexter and Ideal are leaders in their markets. Dexter’s key competitors are Axis and Alko, while Ideal does not face substantial competition from one specific player.

 

126

Table of Contents

Building Products: We are the leading North American manufacturer of products that are used to distribute, recycle and vent air, and which are critical components of HVAC systems within non-residential and residential buildings. Hart & Cooley is the market leader in Residential GRDs and competes with U.S. Aire and Tru Aire. This market is relatively fragmented as our competitors are regionally based. The key brands in our Air Distribution group are the market leaders in several non-residential HVAC applications where the key competitors include Greenheck, Price Industries, Metal Aire and Schebler. Additionally, we are a leading manufacturer of bathtubs and shower enclosures in the United States, accounting for approximately 30% of all fiberglass bathtubs sold in 2009. We face competition from Kohler, Jacuzzi Brands, American Standard and MAAX.

Sales, Marketing and Distribution

Our broad sales and distribution operations allow us to be strategically positioned to serve our customers efficiently across the globe and to provide local knowledge of product and application requirements. This network allows us to meet our customers’ product availability requirements with short lead times. Our global sales and service support presence helps reinforce customer and distributor relationships. These sales and distribution capabilities are not easy to replicate and provide us with an enduring competitive advantage and barrier to entry. Our global presence makes it difficult for smaller regional and low-cost country manufacturers to penetrate our markets.

Manufacturing and Properties

Our manufacturing facilities, distribution centers and offices are located in a number of countries, with a large proportion in North America. We own the majority of these facilities and continue to improve and replace them to meet the needs of our individual operations. As at December 31, 2010, I&A operated from 131 facilities in 25 countries, and Building Products operated from 62 facilities, predominantly in North America.

Employees

As of December 31, 2010, we had 25,526 employees excluding non-executive directors in our continuing operating segments. Our I&A business employed 18,242, our Building Products business employed 7,157 and 127 were employed in our corporate functions. Approximately 12,000 of our employees are located in the United States and the rest are located in 30 other countries worldwide. A more detailed breakdown of employees by operating segment is as follows:

 

     Number of
Employees		  

Industrial & Automotive

   

– Power Transmission

      10,210   

– Fluid Power

      5,192   

– Other I&A

      2,840   
  

 

 

  

Total Industrial & Automotive

      18,242   

Building Products

   

– Air Distribution

      6,425   

– Bathware

      732   
  

 

 

  

Total Building Products

      7,157   

Corporate centers

      127   
  

 

 

  

Total Continuing Operations

      25,526   
  

 

 

  

Certain of our employees are subject to collective bargaining agreements. In the United States and Canada, 20 of our facilities are subject to collective bargaining agreements, the majority of which are with the Sheet Metal Workers Union. Historically, the cost associated with the use of union labor versus non-union labor has not been

 

127

Table of Contents

materially different. To date, employee relations have been flexible and constructive as we have pursued lean manufacturing in our plants. In the United States, there have not been any strikes or material work stoppages or business interruptions in over 15 years, the most recent being in 1993 at one of Ruskin’s plants in Lexington, KY. There have been several minor work stoppages with respect to our European employees, but short work stoppages are common in many European jurisdictions and the longest recent stoppage lasted for four days in Nevers, France in 2006.

Raw Materials

We maintain a diversified supply base for the raw material inputs that we use in our manufacturing operations. In Fiscal 2010, we spent $1.6 billion or approximately 52% of our cost of goods sold on raw materials, with the top 10 representing an approximate $1.3 billion or 77% of total input purchases. The primary raw materials used by our I&A business group are rubber, steel, fibers and fabrics. In our Building Products business group, we primarily employ steel and aluminum in our products. Our top five raw materials represented 65% of total raw material purchases in Fiscal 2010, and are steel (23%), rubber (16%), fibers and fabric (12%), aluminum (8%) and iron (6%). We have historically been able to pass on cost increases to our customers when we have experienced rising prices for our material inputs. We maintain contracts with key component suppliers and often in these agreements we are able to include raw material clauses, which allow us to minimize the lag between an increase in costs and a raise in the prices for our products. These materials are generally sourced locally and are typically available from multiple qualified sources in quantities sufficient for our needs.

Patents and Trademarks

We market and sell our products and services under numerous trademarks, which we believe carry strong identities in the markets we serve. We also hold various patent and licenses with respect to our products. However, as we have many product lines, the loss or expiration of any particular patent or license would not materially affect our sales and profits.

Research and Development

Applied research development is important to our businesses and integral to our leading market positions. We have three groups in the United States, Europe and Japan that focus on the introduction of new and improved products with a particular emphasis on energy efficiency and safety, the application of technology to reduce unit and operating costs and improving services to our customers. Our research and development expenditures were $69.1 million for Fiscal 2010, $62.5 million for Fiscal 2009 and $75.7 million for Fiscal 2008.

Regulations

We are subject to a variety of laws and regulations, including but not limited to those of the United States, that impose requirements that govern many aspects of our operations. These requirements include but are not limited to environmental, health and safety laws and legal requirements that are intended to curtail bribery and corruption.

We are subject to a variety of federal, state, local, foreign and provincial environmental, health and safety laws and regulations, including those governing the discharge of pollutants into the air or water, the management, storage and disposal of, or exposure to, hazardous substances and wastes, the responsibility to investigate and clean up contamination, and occupational health and safety. Fines and penalties may be imposed for non-compliance with applicable environmental, health and safety requirements and the failure to have or to comply with the terms and conditions of required permits. Historically, the costs to comply with environmental, health and safety requirements have not been material. However, the failure by us to comply with applicable environmental, health and safety requirements could result in fines, penalties, enforcement actions, third-party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders requiring corrective measures, including the installation of pollution control equipment or remedial actions.

 

128

Table of Contents

Under certain laws and regulations, such as the federal U.S. Superfund law, the obligation to investigate and remediate contamination at a facility may be imposed on current and former owners or operators or on persons who may have sent waste to that facility for disposal. Liability under these laws and regulations may be without regard to fault or to the legality of the activities giving rise to the contamination. We are currently performing environmental investigations and remediation at a number of former and current facilities in the United States and Canada, as well as another facility in Belgium. We have incurred and will continue to incur costs to investigate and remediate conditions at those sites. We are also incurring costs associated with contamination at approximately twenty offsite waste disposal sites. We have established reserves of $12.0 million with respect to such remediation and other environmental matters. In the future, we may incur similar liabilities in connection with environmental conditions currently unknown to us relating to our existing, prior, or future sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired. As discussed in “Risk Factors—Environmental compliance costs and liabilities and responses to concerns regarding climate change could affect our financial condition, results of operations and cash flows adversely,” we are and may from time to time be subject to personal injury and/or property damage lawsuits in which private parties allege damages arising from exposure to hazardous materials used, or alleged to be used, by us in the past.

In addition, environmental, health and safety laws and regulations applicable to our business and the business of our customers, and the interpretation or enforcement of these laws and regulations, are constantly evolving and it is impossible to predict accurately the effect that changes in these laws and regulations, or their interpretation or enforcement, may have upon our business, financial condition or results of operations. For example, legislation and regulations limiting emissions of greenhouse gases are at various stages of consideration and implementation, and if fully implemented, could negatively impact the market for the products we distribute and, consequently, our business. Should environmental laws and regulations, or their interpretation or enforcement, become more stringent, our costs could increase, which may have a material adverse effect on our business, financial condition and results of operations.

The FCPA, makes it a criminal offense for a U.S. corporation or other U.S. domestic concern corruptly to make or authorize payments or gifts of anything of value directly or indirectly to foreign officials for the purpose of obtaining or retaining business or to obtain any other unfair or improper advantage. We are also subject to laws and regulations covering subject matter similar to that of the FCPA that have been enacted by countries outside of the United States. Failure to comply with these laws could subject us to, among other things, penalties and legal expenses, which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.

Legal Proceedings

We are from time to time party to legal proceedings which arise in the normal course of business. We are not currently involved in any material litigation, the outcome of which would, in management’s judgment based on information currently available, have a material adverse effect on our financial condition, results of operations or cash flows.

Exchange Controls

There are no limits under the laws of The Netherlands or in our articles of association on non-residents of The Netherlands holding or voting our ordinary shares. Currently, there are no exchange controls under the laws of The Netherlands on the conduct of our operations or affecting the remittance of dividends, except that (i) the transfer of funds to jurisdictions subject to general economic sanctions adopted in connection with policies of the United Nations, European Commission or similar measures imposed directly by the Government of the Netherlands may be restricted.

 

129

Table of Contents

PRINCIPAL SHAREHOLDERS

Tomkins Acquisitions is a direct, wholly owned subsidiary of Holdings. Holdings is a company incorporated under the laws of The Netherlands, the outstanding capital stock of which is, or will be, owned by Pinafore Coöperatief U.A., the Sponsors, management and 7607555 Canada Inc., a Canadian corporation investing in securities in order to assist CPPIB with its regulatory requirements pursuant to the Regulations under the Canada Pension Plan Investment Board Act with respect to the holding of securities.

At the closing of the Acquisition, the Sponsors, the third party investor, and certain of their affiliates capitalized Top Co-op with an aggregate equity contribution of approximately $2.1 billion. The Sponsors, the third party investor, and certain of their affiliates and co-investors hold 100% of Top Co-op’s membership interests on a fully diluted basis. Certain members of management invested in Holdings and have been granted options to acquire shares in Holdings under our option plan described under “Management—Retirement Plans and Incentive Plans and Awards.”

 

130

Table of Contents

MANAGEMENT

Our executive officers and the managing board of Pinafore Holdings B.V. are as follows:

 

Name

    Age   

Position

James Nicol

    57   

Chief Executive Officer and Director C

John Zimmerman

    48   

Chief Financial Officer

David Carroll

    54   

Executive Vice President, Business Development

Terry O’Halloran

    63   

Chief Operating Officer, Building Products

Alan Power

    48   

President, Industrial and Automotive

Kosty Gilis

    37   

Director A

Donald West

    73   

Director A

Anthony Morgan

    39   

Director B

Ryan Selwood

    38   

Director B

Edwin Denekamp

    41   

Director C

Pieter Hallebeek

    35   

Director C

Johan Haneveer

    37   

Director C

Roelof Langelaar

    40   

Director C

Ronald Rosenboom

    50   

Director C

James Nicol

Mr. James Nicol has held the position of Chief Executive Officer since joining us in February 2002 and currently serves as a Managing Director on the Board of Directors of Holdings. Previously, Mr. Nicol was the President and Chief Operating Officer of Magna International Inc, a global automotive parts company. He joined Magna International Inc. in 1987 as Vice-President, Special Projects, following a successful career as a commercial lawyer. Mr. Nicol also founded TRIAM Automotive Inc. in 1992, and he returned to Magna International Inc. as Vice Chairman when it acquired TRIAM Automotive Inc. in 1998. He has earned degrees from York University and the London School of Economics.

John Zimmerman

Mr. John Zimmerman currently serves as our Chief Financial Officer. He joined us as Vice President of Corporate Development in 1999 and was appointed as Chief Financial Officer in October 2007. Mr. Zimmerman is a Chartered Accountant (S.A.) and practiced for many years at Deloitte in South Africa. He joined Braxton Associates in Toronto in 1990 and later became a partner at Orenda Corporate Finance in 1994. Mr. Zimmerman currently serves on the Board of Trustees at Colorado Academy. Mr. Zimmerman earned his Bachelor of Commerce (Hons) degree from the University of Cape Town, South Africa.

Terry O’Halloran

Mr. Terry O’Halloran currently serves as our Chief Operating Officer, Building Products. He joined us in 1985 as Vice President of Operations and has held the positions of Group President—Air Systems Division, President of Ruskin Company and President of Air Systems Components. He earned his Masters in Business Administration degree from the University of Dallas and a Bachelor in Business Administration from Texas Wesleyan University.

David Carroll

Mr. David Carroll currently serves as our Executive Vice President, Business Development. He has served with us since 2003 and has held positions of Executive Vice-President (Tomkins) and Executive Vice-President, Business Development. Previously, Mr. Carroll was Executive Vice President, Marketing and Corporate Planning of Magna International Inc., a global automotive parts company. He joined Magna International Inc. in 1984 as a Sales Coordinator. He earned a Bachelors in Business Administration with Honors and Masters in Business Administration both from the University of Western Ontario.

 

131

Table of Contents

Alan Power

Mr. Alan Power currently serves as our President, Industrial and Automotive. He joined us in September 2008. Previously, Mr. Power was President and Chief Operating Officer of Van Rob Inc., an auto parts company, President, Chief Executive Officer and Chairman of National Rubber Technologies, a manufacturer of rubber products, and President and Chief Executive Officer of Decoma International, an auto parts supplier. He earned his Mechanical Engineering degree from Technical University of Nova Scotia.

Kosty Gilis

Mr. Kosty Gilis currently serves as a Managing Director on the Board of Directors of Holdings. He is a Managing Director at Onex. Since joining Onex in 2004, he has worked on the acquisition of Allison Transmission and has been actively involved in sourcing, evaluating and conducting due diligence on a number of acquisition opportunities. Prior to joining Onex, Mr. Gilis spent four years at Willis Stein & Partners, a Chicago-based private equity firm, where he completed acquisitions and advised portfolio companies in the consumer products, industrial manufacturing and business services industries. Previously, Mr. Gilis was a management consultant at Bain & Company, where he worked on strategic and operational issues for clients in a variety of industries. Mr. Gilis currently serves on the board of directors of Allison Transmission Holdings Inc. Mr. Gilis earned a Master in Business Administration from the Harvard Graduate School of Business Administration and a Bachelor of Science in Economics from the Wharton School at University of Pennsylvania.

Donald West

Mr. Donald West currently serves as a Managing Director on the Board of Directors of Holdings. Mr. West is the Director of Tax –U.S. Operations for OMI Management U.S. Limited Partnership, a subsidiary of Onex Corporation, where he has worked since 1983. Mr. West currently serves on the board of directors of Caliber Collison, Mister Carwash and Sport Supply Group. Mr. West holds a Bachelors of Science in Business Administration from the Ohio State University and is a Certified Public Accountant.

Anthony Morgan

Mr. Anthony Morgan currently serves as a Managing Director on the Board of Directors of Holdings. He is a Vice President at CPPIB based in Toronto. Since joining CPPIB in 2008, he has worked on the acquisition of Bank of America Merchant Services, Aricent Inc and Livingston International. Prior to joining CPPIB, Mr. Morgan worked for eight years in private equity in London, as a Partner at Alchemy Partners and an Investment Manager at Permira. Previously, Mr. Morgan was a management consultant at Mitchell Madison Group, where he worked on strategic and operational issues for clients in a variety of industries. Mr. Morgan currently serves on the boards of directors of Aricent Technologies and Livingston International. Mr. Morgan earned a Master of Business Administration from the Harvard Business School where he was a Fulbright Scholar, a Masters in Manufacturing Engineering from Cambridge University and a Bachelor of Engineering from Cambridge University.

Ryan Selwood

Mr. Ryan Selwood currently serves as a Managing Director on the Board of Directors of Holdings. He is a Senior Principal at CPPIB and is currently based in London, leading CPPIB’s Principal Investing activities in Europe. Since joining CPPIB in 2006, Ryan has had experience across a wide variety industries ranging from financial services to technology. Ryan led CPPIB’s investment into CHC Helicopter. Prior to joining CPPIB, Mr. Selwood was a Vice-President at Merrill Lynch & Co. in the Financial Institutions Group in the Investment Banking Division in New York and Toronto. Ryan holds his MBA and law degrees from York University and a BA from the University of Western Ontario.

Edwin Denekamp

Mr. Edwin Denekamp was appointed as a Managing Director on the Board on September 1, 2010. Mr. Denekamp is currently employed as senior manager with ATC Management B.V. (“ATC”), which he joined in 2002. He is also a non-executive director of a number of Dutch-based private companies. Previously he worked for another Dutch based corporate service provider. He has earned a Bachelors in Business Administration in 1995.

 

132

Table of Contents

Pieter Hallebeek

Mr. Pieter Hallebeek was appointed as a Managing Director on the Board on October 26, 2010. Mr. Hallebeek is currently employed as senior manager with ATC, which he joined in 2005. He is also a non-executive director of a number of Dutch-based private companies. Previously he worked for another Dutch-based corporate service provider and as a corporate lawyer in a leading international law firm. Mr. Hallebeek graduated from the VU University Amsterdam in 2000.

Johan Haneveer

Mr. Johan Haneveer was appointed as a Managing Director on the Board on September 1, 2010. Next to this position, he is also a non-executive director of a number of Dutch-based private companies. Mr. Haneveer is currently employed as senior manager with ATC, which he joined in 2003. Previously he worked as a controller for an international Dutch-based export company. Mr. Haneveer has earned degrees from HES Amsterdam (business administration) and Economic Business School Markus Verbeek.

Roelof Langelaar

Mr. Roel Langelaar was appointed as a Managing Director on the Board on September 1, 2010. Next to this position, he is member of the board of directors of ATC, and a non-executive director of a number of Dutch-based private companies. Mr. Langelaar Joined ATC in 2003. Previously he worked for Rabobank Nederland and ING Bank N.V. Mr. Langelaar has earned a Bachelors in Business Administration in 1999.

Ronald Rosenboom

Mr. Ronald Rosenboom was appointed as a Mangling Director on the Board on September 1, 2010. Mr. Rosenboom is currently employed as business unit director with ATC, which he joined in 2003. He is also a non-executive director of a number of Dutch-based private companies. Previously he worked nine years for another Dutch-based corporate service provider. His last position was assistant managing director. He has earned a Bachelors in Business Administration in 1984.

Managing Director and Executive Officer Compensation

The table below shows compensation paid or payable to our directors and executive officers in respect of their services to us, including Mr. Nicol, Mr. Zimmerman, Mr. O’Halloran, Mr. Power, Mr. Pappayliou, Mr. Carroll, Mr. Rosenboom, Mr. Haneveer, Mr. Denekamp, Mr. Langelaar and Mr. Hallebeek as of December 31, 2010. The individuals designated as Managing Director A and Managing Director B did not receive compensation from us during 2010. Mr. Pappayliou retired effective March 31, 2011.

 

($ in thousands)    Successor            Predecessor  
     Q4 2010            9M 2010      Fiscal 2009      Fiscal 2008  

Short-term employee benefits:

                 

– Salaries and fees

      1,121             3,230         4,928         6,064   

– Bonus cash

      2,609             4,314         3,397         1,504   

– Benefits-in-kind

      71             149         168         308   

– Social security contributions

      12             27         425         509   

– Termination benefits

      —                —           755         37   
  

 

 

          

 

 

     

 

 

     

 

 

  
     3,813             7,720         9,673         8,422   

Share-based incentives:

                 

– Retention awards

      3,080             —           —           —     

– ABIP

                 

Bonus shares

      —                557         829         324   

Deferred shares

      —                1,113         1,659         647   

– Gain on the vesting of PSP awards

      14,979             —           —           —     

– Gain on the exercise of share options

      1,306             173         —           —     
  

 

 

          

 

 

     

 

 

     

 

 

  
     19,365             1,843         2,488         971   

Pension contributions

      355             1,039         1,260         2,603   
  

 

 

          

 

 

     

 

 

     

 

 

  
     23,533             10,602         13,421         11,996   
  

 

 

          

 

 

     

 

 

     

 

 

  

 

133

Table of Contents

Retirement Plans and Incentive Plans and Awards

Retirement Plans. Except for Mr. O’Halloran and Mr. Pappayliou, none of the members of our senior management who are employees participate or participated in any plan or program that provides pension or other retirement benefits (other than defined contribution plans such as the 401(k) plan in which members of our senior management in the U.S. participate). Instead, each of the members of our senior management who are employees receives a monthly supplemental payment in addition to regular base salary that is intended to allow the executive to make contributions to a personal retirement program of his choice. Mr. O’Halloran and Mr. Pappayliou participate or participated in one of our defined benefit pension plans and are also entitled to supplemental pension benefits in accordance with the terms of their employment agreement.

Annual Bonus Incentive Plan. In addition to annual base salary, members of senior management who are employees participate in the Tomkins Annual Bonus Incentive Plan, pursuant to which participants may earn annual bonuses. Bonus payments are determined based upon the amount of bonusable profit for the calendar year. Bonuses are payable quarterly and each member of senior management is entitled to a specified percentage of the applicable bonusable profit. Bonus payments are made in cash or in a combination of cash and “B” ordinary shares in Holdings (and/or rights to receive “B” ordinary shares in Holdings, subject to the satisfaction of future service requirements).

Pre-Acquisition Equity Incentive Programs. Prior to the Acquisition, we maintained several equity incentive award programs consisting of certain share option schemes and a Performance Share Plan. In connection with the Acquisition all outstanding options under the share option schemes were converted (directly or indirectly) into the right to receive, upon cancellation or exercise of the options, an amount equal to the difference between the aggregate amount of cash consideration payable in respect of the underlying shares subject to the options and the aggregate exercise price of such options.

In addition, all outstanding awards in connection with our Performance Share Plan fully vested as a result of the Acquisition and were paid in cash at that time, except that as an alternative to this accelerated vesting and payment under the Performance Share Plan, certain members of our senior management who are employees and certain other employees who were not resident in the U.S. elected to cancel their Performance Share Plan awards (the ‘PSP awards’) in exchange for awards of options to purchase equity interests in Holdings (the ‘Replacement Options’). The shares covered by each Replacement Option had a market value at the time of the award equal to the market value of the shares subject to the cancelled PSP awards. An aggregate of 16,020 ‘B’ ordinary shares are subject to Replacement Options granted to certain of our directors and executive officers during Fiscal 2010. Each Replacement Option has a nominal exercise price and was fully vested at grant. The Replacement Options will expire on the tenth anniversary of the grant date.

Current Equity Incentive Plan. Holdings has established an equity incentive plan under which each of the members of our senior management who is an employee, and certain other employees, received awards of options to purchase “B” ordinary shares in Holdings (the “Variable Options”). The percentage of Holdings shares available for such options is up to 15% of the ordinary share capital of Holdings on a fully diluted basis. The Variable Options are divided into three tiers with distinct escalating exercise prices for each tier, allowing the option holders to participate in the aggregate in 9%, 12% and 15%, respectively, of the gains of Holdings’ equity investors above certain minimum return thresholds.

The first tier of Variable Options has an exercise price equal to $1,966.00 (the “Initial Exercise Price”) compounded at 8% per annum. The second tier of Variable Options has an exercise price equal to the Initial Exercise Price compounded at 25% per annum (but subject, in certain circumstances, to a cap of 2.25 times the Initial Exercise Price). The third tier of Variable Options has an exercise price equal to the Initial Exercise Price compounded at 27.5% per annum (but subject, in certain circumstances, to a cap of 2.5 times the Initial Exercise Price).

 

134

Table of Contents

The equity incentive plan is designed to provide management with an initial 9% of the equity (after coverage of the initial investment made by Holdings’ equity investors plus 8% compounded), subject to certain step-ups at higher levels of returns. Under this plan, an aggregate of 139,448 “B” ordinary shares are subject to Variable Options granted to certain of our directors and executive officers during Fiscal 2010. The Variable Options were vested as to 25% on grant, with a further 25% vesting on the first three anniversaries of the Acquisition becoming effective, subject to continued employment on the applicable vesting date. The vesting of the Variable Options will be accelerated in whole or in part in the event of a change of control or certain liquidity events while the holder is still employed, or, in part, if the holder is a good leaver. The Variable Options will expire on the tenth anniversary of the grant date.

Retention Awards. In addition to the Variable Options, the equity incentive plan provides for the grant of retention awards to certain of our employees, and such awards were awarded in December 2010 to certain members of senior management. The retention awards consist of the right to receive “B” ordinary shares in Holdings, which shares would be issued on the first to occur of December 10, 2015 or the holder’s termination of employment in certain circumstances. The retention awards will become vested as to one-third of the award on the first three anniversaries following the date of the awards, subject to continued employment on the applicable vesting date. The vesting of the retention awards will be accelerated in the event of a change of control or liquidity event while the holder is still employed, or if the holder dies, has his employment terminated due to disability or without cause or resigns for good reason.

Share Ownership

As at August 11, 2011, the number of “B” ordinary shares in Holdings owned by our directors and executive officers was as follows:

 

      Number of
‘B’  ordinary shares		  

Directors

      —     

Executive officers

      2,907   
  

 

 

  
     2,907   
  

 

 

  

The above interests in aggregate comprise less than 1% of the Company’s issued “B” shares.

As at August 11, 2011, our directors and executive officers held the following options over our shares:

 

                      Number of options held  

Scheme

   

Grant date

   

Expiry date

    Exercise
price		      Directors      Other
executive
officers		      Total  

Holdings

                  

Replacement Options

    September 28, 2010    September 28, 2020    € 0.01         11,898         4,122         16,020   

Variable Options

                  

– First tier

    November 11, 2010    November 11, 2020    $ 2,060         43,389         39,752         83,141   

– Second tier

    November 11, 2010    November 11, 2020    $ 2,252         14,463         13,251         27,714   

– Third tier

    November 11, 2010    November 11, 2020    $ 2,279         14,463         13,251         27,714   
           

 

 

     

 

 

     

 

 

  
              72,315         66,254         138,569   
           

 

 

     

 

 

     

 

 

  

 

135

Table of Contents

Options Over Our Shares

The Replacement Options and the Variable Options are over our unissued “B” ordinary shares. The Replacement Options vested on the grant date. As at April 8, 2011, 25% of each tier of the Variable Options had vested. Details of the options granted over our shares are presented in note 36 to the consolidated financial statements included elsewhere in this prospectus.

Options Over Shares in Tomkins Limited

Options remain outstanding over unissued ordinary shares in Tomkins Limited under employee share option schemes that were in operation prior to the acquisition of Tomkins. All of these options have vested. If the options are exercised, the requisite number of ordinary shares will be issued by Tomkins Limited and immediately acquired by us for consideration of 325p per share in cash.

Employment Agreements

In connection with the Acquisition, the members of senior management, other than Mr. Pappayliou, entered into new employment agreements with either Holdings or one of its subsidiaries, which we believe contain customary and market terms regarding employment and compensation matters. These agreements also provide for compensation upon termination of employment by us (without cause) or termination of employment by the executive for good reason.

Board Practices

Board of Directors

The constitution of Holdings requires that a majority of the directors present at any meeting must vote in favor to approve a resolution, such approval generally to include the affirmative vote of at least one Director A and one Director B. The directors may also adopt resolutions without convening a general meeting, provided that such resolutions are adopted unanimously and in writing. The Board requires the approval at the general meeting of shareholders with respect to such resolutions as shall have been specified in a resolution at the general meeting of shareholders of which the Board shall have been notified. The Board is authorized to represent Holdings and may also be represented by one Director A, one Director B and one Director C acting jointly. Pursuant to the terms of the Investment Agreement, Onex has appointed Mr. Gilis and Mr. West each as a Managing Director A and CPPIB has appointed Mr. Selwood and Mr. Morgan each as Managing Director B. The other Managing Directors are each Managing Director C. See “Certain Relationships And Related-Party Transactions—Investment Agreement.”

 

136

Table of Contents

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Management Services Agreements

We have entered into certain agreements with the Sponsors, or their affiliates, pursuant to which we pay the Sponsors fees for advisory consulting, financial oversight and other services provided and to be provided to us and our subsidiaries. Pursuant to such agreements, subject to certain conditions, we expect to pay an annual management fee to the Sponsors of approximately $3.0 million, will reimburse their out-of-pocket expenses and we may pay the Sponsors additional fees associated with financial advisory and other future transactions.

In addition, the Sponsors each received a one-time transaction fee of $25.0 million for the provision of certain services in connection with the Acquisition, including arranging and negotiating the transaction and arranging and negotiating the funding for the transaction.

Investment Agreement

The Sponsors and any members of management that hold capital stock or options to purchase capital stock of Holdings are or will become parties to an investment agreement with Top Co-op and Holdings, which provides for, among other things, the right of the Sponsors to designate directors of Top Co-op and Holdings, restrictions on transfer of the equity of Top Co-op and Holdings held by such parties, tag-along-rights, drag-along rights, registration rights and certain voting rights.

Arrangements with Executive Officers

See “Management” for a description of arrangements with our directors and executive officers. We may enter into or modify employment agreements with certain of these individuals.

Other Related Party Transactions

Dexon Investments Limited (“Dexon”) is the minority shareholder in our 60% owned subsidiary, Winhere LLC. During Fiscal 2008, Gates Winhere Automotive Pump Products (Yantai) Co Ltd, a wholly-owned subsidiary of Winhere LLC, purchased land and buildings for $1.8 million from Yantai Winhere Auto Part Manufacturing Co Ltd, a fellow subsidiary of Dexon. As of January 3, 2009, there was a zero balance outstanding in respect of this transaction.

Schrader Duncan Limited is an associate in which we hold a 50% interest. During Fiscal 2009, we and Cosmopolitan Investments (a fellow shareholder) each issued a guarantee in favor of the State Bank of India (“State Bank”) in relation to any principal sum up to a maximum of 480 million Indian rupees ($10.2 million), together with interest and any other costs and charges due to State Bank in respect of credit facilities provided to Schrader Duncan. We and Cosmopolitan Investments are jointly and severally liable for the guaranteed amounts.

From time to time we sell to and purchase from associates and entities controlled by minority shareholders in our subsidiaries (see note 46 to the consolidated financial statements contained elsewhere in this prospectus). We may from time-to-time enter into contracts with portfolio companies owned by the Sponsors, which may be material in amount. Any such transactions will be on terms that are no less favorable to us than those that would have been obtained in a comparable transaction by us with an unrelated party.

 

137

Table of Contents

DESCRIPTION OF CERTAIN INDEBTEDNESS

Description of Senior Secured Credit Facilities

We have entered into our senior secured credit facilities with Citibank, N.A., as administrative agent and collateral agent, and affiliates of the initial purchasers as agents and/or lenders consisting of a senior secured revolving credit facility, a Term Loan A credit facility and a Term Loan B credit facility. Our revolving credit facility provides for multi-currency revolving loans and letters of credit up to an aggregate principal amount of $300.0 million, with a letter of credit sub-facility of $100.0 million. We initially borrowed $300.0 million under the Term Loan A credit facility and $1,700.0 million under the Term Loan B credit facility. On December 29, 2010, we prepaid $4.0 million against the Term Loan A credit facility and $22.7 million against the Term Loan B credit facility. As at December 31, 2010, the principal amount outstanding under the Term Loan A credit facility was $296.0 million and that under the Term Loan B credit facility was $1,677.3 million.

The revolving credit facility provides for multi-currency revolving loans and letters of credit up to an aggregate principal amount of $300.0 million, with a letter of credit sub-facility of $100.0 million. As at December 31, 2010, there were no drawings for cash under the revolving credit facility but there were letters of credit outstanding amounting to $40.3 million. We intend to fund working capital, capital expenditures, permitted acquisitions and investments with borrowings under our senior secured revolving credit facility, subject to availability. Our ability to draw under our senior secured revolving credit facility or issue letters of credit thereunder after the closing date is conditioned upon, among other things, our delivery of prior written notice of borrowing or issuance, as applicable, our ability to reaffirm the representations and warranties contained in our credit agreement and the absence of any default or event of default under our senior secured credit facilities.

Subject to certain conditions, the senior secured revolving credit facility may be increased by up to $100.0 million in additional commitments and the Term Loan B credit facility may be increased by, or new term loan facilities established up to, $400.0 million in additional commitments (less any increase in the revolving credit facility).

Borrowings under the senior secured credit facilities bear interest at a floating rate, which can be either LIBOR plus an applicable margin or, at our option, a base rate as defined in the credit agreement plus an applicable margin. As of December 31, 2010, the applicable margin for the Term Loan B credit facility is 4.5% per annum for LIBOR and 3.5% per annum for base rate. As of December 31, 2010, the applicable margin for the Term Loan A credit facility and the revolving credit facility is between 3.75% and 4.25% per annum for LIBOR and 2.75% and 3.25% per annum for base rate depending on a total leverage to EBITDA ratio. LIBOR is subject to a 1.75% floor and base rate is subject to a 2.75% floor. As at December 31, 2010, borrowings under the Term Loan A credit facility attracted an interest rate of 6.0% per annum and those under the Term Loan B credit facility attracted an interest rate of 6.25% per annum (in both cases, to be next re-set on March 31, 2011). Each letter of credit issued under the revolving credit facility attracts a participation fee equal to the applicable LIBOR margin under the revolving credit facility to the maximum amount available to be drawn and a fronting fee of the greater of 0.25% of the maximum amount available to be drawn and $1,500 per annum. An unused line fee of 0.75% per annum is based on the unused portion of the revolving credit facility (which may decrease to 0.5% per annum based on a total leverage to EBITDA ratio).

The following fees are applicable under the senior secured revolving credit facility: (i) an unused line fee of 0.75% per annum, based on the unused portion of the senior secured revolving credit facility, subject to decrease to 0.50% based on a total leverage to EBITDA ratio; (ii) a letter of credit participation fee on the aggregate stated amount of each letter of credit available to be drawn equal to the applicable margin for LIBOR loans; (iii) a letter of credit fronting fee equal to 0.25% per annum on the face amount of each letter of credit available to be drawn; and (iv) certain other customary fees and expenses of the lenders and agents.

The Term Loan A credit facility and the revolving credit facility mature on September 29, 2015 and the Term Loan B credit facility matures on September 29, 2016. The Term Loan A credit facility is subject to quarterly amortization payments of 2.5% and the Term Loan B credit facility is subject to quarterly amortization payments of 0.25%, in each case based on the original principal amount less certain prepayments and commencing on March 31, 2011 with the balance payable on maturity.

 

138

Table of Contents

We may voluntarily prepay loans or reduce commitments under the senior secured credit facilities, in whole or in part, subject to minimum amounts without premium or penalty, other than in the case of certain re-pricing transactions with respect to the Term Loan B credit facility prior to September 29, 2011, which shall be subject to a 1% premium. If we prepay LIBOR rate loans other than at the end of an applicable interest period, it is required to reimburse the lenders for any consequential losses or expenses. We must prepay the Term Loan A credit facility and Term Loan B credit facility with net cash proceeds of asset sales, casualty and condemnation events, incurrence of indebtedness (other than indebtedness permitted to be incurred) and a percentage of excess cash flow based on a total leverage to EBITDA ratio, in each case subject to certain exceptions such as reinvestment rights.

We are required to make prepayments under our revolving credit facility at any time when, and to the extent that, the aggregate amount of the outstanding loans and letters of credit under the revolving credit facility exceeds the aggregate amount of commitments in respect of the revolving credit facility.

Our obligations under the senior secured credit facilities are guaranteed by Holdings and Pinafore Acquisitions and, subject to customary grace periods following the Acquisition, will be guaranteed by all of our direct and indirect wholly owned subsidiaries (subject to certain exceptions to be agreed, including exclusion of any non-U.S. subsidiaries of a U.S. entity) and secured by a first lien on substantially all of their assets, including capital stock of subsidiaries (subject to certain exceptions). The relative rights governing the liens on the senior secured credit facilities and those securing the Notes will be governed by an intercreditor agreement. See “Description of Senior Secured Second Lien Notes—Security for the Notes—Second Lien Intercreditor Agreement.”

Our senior secured credit facilities contain customary negative covenants, including, but not limited to, restrictions on Holdings and its subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify the terms of any junior indebtedness, enter into transactions with affiliates or change our line of business. Our senior secured credit facilities require the maintenance of a minimum interest coverage ratio and a maximum total leverage ratio on a quarterly basis, and impose an annual cap on capital expenditures (subject to certain exceptions and ability to rollover unused amounts).

Our senior secured credit facilities contain customary affirmative covenants, including, but not limited to, delivery of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, maintenance of existence, payment of material taxes and other claims, maintenance of properties and insurance, access to books and records by and meetings with the lenders, compliance with applicable laws and regulations, including environmental laws, and further assurances and provision of additional collateral and guarantees.

Our senior secured credit facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, including the Notes being offered hereby, voluntary and involuntary bankruptcy proceedings, material money judgments, material pension-plan events, certain change of control events and other customary events of default.

On February 11, 2011, we agreed with the providers of the senior secured credit facilities a re-pricing of Term Loan A and Term Loan B and amendments to certain of the covenants attaching to the facilities. It was agreed that for both Term Loan A and Term Loan B the applicable margin for LIBOR will be reduced to 3.0% per annum, with LIBOR being subject to a 1.25% floor, and the applicable margin for base rate will be reduced to 2.0% per annum, with base rate being subject to a 2.25% floor. The re-pricing became effective on February 17, 2011 and attracted a one-off premium payment by us of $16.8 million.

Multi-Currency Revolving Credit Facility

As at January 2, 2010, Tomkins had in place a £400 million multi-currency revolving credit facility and had in place a $450 million forward-start facility that commenced on the expiry of the existing facility in August 2010 and was itself due to expire in May 2012. Borrowings under the facility attracted interest at floating rates determined by reference to LIBOR. As at January 2, 2010 and during 9M 2010, there were no drawings against the facility, which was replaced by the senior secured credit facilities on the Acquisition.

 

139

Table of Contents

Description of Medium Term Notes

On December 20, 2001, Tomkins issued the 2011 Notes, which were subsequently guaranteed by Tomkins Finance plc on August 19, 2003. Interest is payable on the 2011 Notes annually in arrears on December 20 of each year up to and including the maturity date of December 20, 2011. On September 16, 2003, Tomkins Finance plc issued the 2015 Notes, which are guaranteed by Tomkins. Interest is payable on the 2015 Notes annually in arrears on September 16 of each year up to and including the maturity date of September 16, 2015. Both the 2011 Notes and the 2015 Notes were issued under a £750,000,000 medium term note programme (the “Programme”) originally entered into on October 26, 2001. Subsequently, on August 28, 2003, Tomkins Finance plc replaced Tomkins as the issuer under the Programme for notes issued after that date under the Programme, with Tomkins agreeing to act as guarantor of such notes.

At the time of the Acquisition, Tomkins had outstanding the £150 million 2011 Notes and the £250 million 2015 Notes. Each of the 2011 Notes and the 2015 Notes contain a put option giving the holders the option to put their notes to the relevant issuer at par plus accrued interest in the event of a change of control or certain acquisitions and disposals and, in either case, a ratings downgrade occurring as a result of such transaction. On September 13, 2010, we offered to purchase the outstanding 2011 Notes at a price of 105.787% (plus accrued and unpaid interest) and the outstanding 2015 Notes at a price of 100.50% (plus accrued and unpaid interest). Acceptances were received in respect of £40.9 million of the 2011 Notes and £109.3 million of the 2015 Notes. On October 6, 2010, the purchase was completed for total consideration of £153.1 million (plus accrued interest of £3.0 million).

On November 19, 2010, we notified holders of the 2011 Notes and the 2015 Notes that the credit rating of the notes had been withdrawn by Moody’s and downgraded by Standard & Poor’s as a consequence of the Acquisition and that this constituted a put event entitling the holders to redeem the notes at par (plus accrued and unpaid interest). Put notices were received in respect of £2.1 million of the 2011 Notes and £123.5 million of the 2015 Notes. Settlement took place on December 17, 2010 for total consideration of £125.6 million (plus accrued interest of £2.0 million).

As at December 31, 2010, the principal amount of the outstanding 2011 Notes was £107.0 million and that of the 2015 Notes was £17.2 million.

On December 30, 2010, we made a further offer to purchase the outstanding 2011 Notes at a price of 105.00% (plus accrued and unpaid interest). Acceptances were received in respect of £4.9 million of the 2011 Notes. Settlement took place on January 19, 2011 and the principal amount of the outstanding 2011 Notes was thereby reduced to £102.1 million.

 

140

Table of Contents

THE EXCHANGE OFFER

Tomkins, LLC and Tomkins, Inc., the co-issuers of the initial notes, hereby offer to exchange a like principal amount of exchange notes representing the same underlying indebtedness as the initial notes for any or all initial notes on the terms and subject to the conditions set forth in this prospectus and accompanying letter of transmittal. We refer to the offer as the “exchange offer.” You may tender some or all of your initial notes pursuant to the exchange offer.

As of the date of this prospectus, $1,150,000,000 aggregate principal amount of the initial notes is outstanding (CUSIP Nos. 693492 AC4 and 072209 AB2).

This prospectus, together with the letter of transmittal, is first being sent to all holders of initial notes known to us on or about             , 2011. Our obligation to accept initial notes for exchange notes pursuant to the exchange offer is subject to certain conditions set forth under “Conditions to the Exchange Offer” below. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary.

Except as described below, upon the completion of this exchange offer, our obligations with respect to the registration of the initial notes and the exchange notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement and this summary of the material provisions of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the registration rights agreement. Assuming the timely filing and effectiveness of the registration statement and consummation of this exchange offer, we will not have to pay additional interest on the initial notes. Following the completion of this exchange offer, holders of initial notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and the initial notes will continue to be subject to certain restrictions on transfer. Additionally, the liquidity of the market for the initial notes could be adversely affected upon consummation of this exchange offer. See “Risk Factors—Risks Relating to the Exchange Offer—If you choose not to exchange your initial notes in the exchange offer, the transfer restrictions currently applicable to your initial notes will remain in force and the market price of your initial notes may decline.”

Purpose and Effect of the Exchange Offer

In connection with the private placement of the initial notes, we entered into a registration rights agreement with Merrill, Lynch, Pierce, Fenner & Smith Incorporated (as successor-in-interest to Banc of America Securities LLC), Citigroup Global Market Inc., Barclays Capital Inc., RBC Capital Market Corporation and UBS Securities LLC, as representatives of the other initial purchasers of the initial notes, in which we and the guarantors agreed, among other things, to use our commercially reasonable efforts to file a registration statement within 270 days of the issuance of the initial notes and to consummate the exchange offer within 360 days of the issuance of the initial notes. The exchange notes will have terms substantially identical to the terms of the initial notes and represent the same underlying indebtedness as the initial notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreements.

Under certain circumstances specified in the registration rights agreement, we may be required to use our commercially reasonable efforts to file and cause the SEC to declare effective a shelf registration statement with respect to the resale of the initial notes within the time periods specified in the registration rights agreements and to keep the shelf registration statement effective for one year or such shorter period ending when all initial notes or exchange notes covered by the registration statement have been sold in the manner set forth and as contemplated in the registration statement.

If we fail to comply with certain obligations under the registration rights agreements, we will be required to pay additional interest to holders of the initial notes and the exchange notes required to be registered on a shelf registration statement.

Each holder of initial notes that wishes to exchange their initial notes for exchange notes representing the same underlying indebtedness in the exchange offer will be required to make the following written representations:

 

  •  

any exchange notes to be received by such holder will be acquired in the ordinary course of its business;

 

141

Table of Contents
  •  

such holder has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

 

  •  

such holder is not an affiliate of the issuers or any of the guarantors, as defined by Rule 405 of the Securities Act, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

 

  •  

it is not engaged in, and does not intend to engage in, a distribution of exchange notes; and

 

  •  

such holder has the full power and authority to transfer the initial notes in exchange for the exchange notes and that the issuers will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

Each broker-dealer that receives exchange notes for its own account in exchange for initial notes, where the broker-dealer acquired the initial notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please see “Plan of Distribution.”

Resale of Exchange Notes

Based on SEC no-action letters issued to third parties referred to below, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act, if:

 

  •  

you are acquiring the exchange notes in your ordinary course of business;

 

  •  

you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

 

  •  

you are not an affiliate of the issuers or any of the guarantors, as defined by Rule 405 of the Securities Act; and

 

  •  

you are not engaged in, and do not intend to engage in, a distribution of the exchange notes.

If you are an affiliate of the issuers or any of the guarantors, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business, then:

 

  •  

you cannot rely on the position of the staff of the SEC enunciated in the Morgan Stanley & Co., Inc. (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988) and Shearman & Sterling (dated July 2, 1993) no-action letters or similar no-action letters; and

 

  •  

in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the initial notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for initial notes where such initial notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

 

142

Table of Contents

Terms of the Exchange Offer

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange in the exchange offer initial notes that are validly tendered and not validly withdrawn prior to the expiration date. We will issue exchange notes in exchange for a corresponding principal amount of initial notes surrendered in the exchange offer. Initial notes tendered in the exchange offer must be in denominations of the principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

The form and terms of the exchange notes will be substantially identical to the form and terms of the initial notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreements. The exchange notes will evidence the same debt as the initial notes. The exchange notes will be issued under and entitled to the benefits of the same indenture under which the initial notes were issued, and the exchange notes and the initial notes will constitute a single class and series of notes for all purposes under the indenture. For a description of the indenture, please see “Description of Senior Secured Second Lien Notes.”

The exchange offer is not conditioned upon any minimum aggregate principal amount of initial notes being tendered for exchange.

There will be no fixed record date for determining registered holders of initial notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC. Initial notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits that such holders have under the indenture relating to such holders’ initial notes, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.

We will be deemed to have accepted for exchange properly tendered initial notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer and to refuse to accept the occurrence of any of the conditions specified below under “Conditions to the Exchange Offer.”

Holders who tender initial notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of initial notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read “— Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions, Amendments

As used in this prospectus, the term “expiration date” means 5:00 p.m., New York City time, on                 , 2011. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of the exchange offer.

To extend the period of time during which the exchange offer is open, we will notify the exchange agent of any extension by oral or written notice, followed by notification to the registered holders of the initial notes no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

 

143

Table of Contents

We reserve the right, in our sole discretion:

 

  •  

to delay accepting for exchange any initial notes (only if we amend or extend the applicable exchange offer);

 

  •  

to extend the exchange offer or to terminate the exchange offer and to refuse to accept initial notes not previously accepted if any of the conditions set forth below under “Conditions to the Exchange Offer” have not been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent; and

 

  •  

subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner.

Any delay in acceptance, extension, termination or amendment will be followed promptly by oral or written notice to the registered holders of the initial notes, and, to the extent the exchange offer is terminated, any initial notes accepted will be promptly returned after the termination of the exchange offer. If we amend the exchange offer in a manner that we determine to constitute a material change, including the waiver of a material condition or if we terminate the offer, we will notify the exchange agent by oral or written notice, followed by notification to the registered holders of the initial notes no later than 9:00 a.m., New York City time, on the business day after the amendment or termination has been determined and will extend the offer period if necessary so that at least five business days remain in the offer following notice of the material change.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any initial notes, and we may terminate or amend the exchange offer as provided in this prospectus before accepting any initial notes for exchange, if:

 

  •  

the exchange offer, or the making of any exchange by a holder of initial notes, violates any applicable law or interpretation of the staff of the SEC;

 

  •  

any action or proceeding shall have been instituted or threatened in any court or by any governmental agency that might materially impair our ability to proceed with the exchange offer, and any material adverse development shall have occurred in any existing action or proceeding with respect to us; or

 

  •  

all governmental approvals shall not have been obtained, which approvals we deem necessary for the consummation of the exchange offer.

 

  •  

If the exchange offer is terminated, initial notes will be returned to their registered holders.

 

  •  

In addition, we will not be obligated to accept for exchange the initial notes of any holder that has not made to us:

 

  •  

the representations described under “— Purpose and Effect of the Exchange Offer” and “— Procedures for Tendering Initial Notes”; and

 

  •  

any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

All conditions to the exchange offer must be satisfied or waived prior to the expiration of the exchange offer.

We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any initial notes due to our extension of the

 

144

Table of Contents

exchange offer by notice by press release or other public announcement as required by Rule 14e-1(d) of the Securities Act of such extension to their holders, which notice will disclose the number of securities tendered as of the date of the notice. During any such extensions, all initial notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange. We will return any initial notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer. We will issue exchange notes promptly after the expiration of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any initial notes not previously accepted for exchange upon the occurrence of any of the conditions of the exchange offer specified above. We will give notice by press release or other public announcement of any extension, amendment, non-acceptance or termination to the holders of the initial notes no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them so long as such circumstances do not arise due to our action or inaction or waive them in whole or in part at any or at various times in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

Procedures for Tendering Initial Notes

Only a holder of initial notes may tender their initial notes in the exchange offer. To tender in the exchange offer, a holder must comply with either of the following:

 

  •  

complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal, have the signature on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile to the exchange agent prior to the expiration date; or

 

  •  

comply with DTC’s Automated Tender Offer Program procedures described below.

In addition, on or prior to the expiration date, either:

 

  •  

the exchange agent must receive initial notes along with the letter of transmittal; or

 

  •  

prior to the expiration date, the exchange agent must receive a timely confirmation of book-entry transfer of initial notes into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below or a properly transmitted agent’s message; or

 

  •  

the holder must comply with the guaranteed delivery procedures described

To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under “— Exchange Agent” prior to the expiration date.

A tender to us that is not withdrawn prior to the expiration date constitutes an agreement between us and the tendering holder upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of initial notes, letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. Holders should not send letters of transmittal or certificates representing initial notes to us. Holders may request that their respective brokers, dealers, commercial banks, trust companies or other nominees effect the above transactions for them. Do not send letters of transmittal or initial notes to the issuers or any guarantor.

 

145

Table of Contents

If you are a beneficial owner whose initial notes are held in the name of a broker, dealer, commercial bank, trust company, or other nominee who wishes to participate in the exchange offer, you should promptly contact such party and instruct such person to tender initial notes on your behalf.

You must make these arrangements or follow these procedures before completing and executing the letter of transmittal and delivering the initial notes.

Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the U.S. or another “Eligible Guarantor Institution” within the meaning of Rule 17A(d) -15 under the Exchange Act unless the initial notes surrendered for exchange are tendered:

 

  •  

by a registered holder of the initial notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

 

  •  

for the account of an Eligible Guarantor Institution.

If the letter of transmittal is signed by a person other than the registered holder of any initial notes listed on the initial notes, such initial notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the initial notes and an Eligible Guarantor Institution must guarantee the signature on the bond power.

If the letter of transmittal or any certificates representing initial notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange, electronically transmit their acceptance of the exchange by causing DTC to transfer the initial notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, that states that:

 

  •  

DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering initial notes that are the subject of the book-entry confirmation;

 

  •  

the participant has received and agrees to be bound by the terms of the letter of transmittal or, in the case of an agent’s message relating to guaranteed delivery, such participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

 

  •  

we may enforce that agreement against such participant.

Book-Entry Delivery Procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the initial notes at DTC as the book-entry transfer facility, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the initial notes by causing the book-entry transfer facility to transfer those initial notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of initial notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of initial notes may be effected through book-entry transfer into the exchange agent’s account at the applicable book-entry transfer facility, the applicable letter of transmittal or a manually signed

 

146

Table of Contents

facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined above, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the applicable letter of transmittal prior to the expiration date to receive exchange notes for tendered initial notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the applicable book-entry transfer facility does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

If you wish to tender your initial notes but your initial notes are not immediately available or you cannot deliver your initial notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s Automatic Tender Offer Program prior to the expiration date, you may still tender if:

 

  •  

the tender is made through an Eligible Guarantor Institution;

 

  •  

prior to the expiration date, the exchange agent receives from such Eligible Guarantor Institution either: (i) a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or (ii) a properly transmitted agent’s message and notice of guaranteed delivery, that (a) sets forth your name and address, the certificate number(s) of such initial notes and the principal amount of initial notes tendered; (b) states that the tender is being made by that notice of guaranteed delivery; and (c) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the initial notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the Eligible Guarantor Institution with the exchange agent; and

 

  •  

the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered initial notes in proper form for transfer or a book-entry confirmation of transfer of the initial notes into the exchange agent’s account at DTC, and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your initial notes according to the guaranteed delivery procedures.

Determination of Validity

The issuer and the guarantors, in their sole discretion, will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered old notes. The determination of these questions by the issuer and the guarantors, as well as their interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties. A tender of old notes is invalid until all defects and irregularities have been cured or waived. Holders must cure any defects and irregularities in connection with tenders of old notes for exchange within such reasonable period of time as the issuer and the guarantors will determine, unless they waive the defects or irregularities. None of the issuer and the guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any defects or irregularities in tenders, nor will any of them be liable for failing to give any such notice.

The issuer and the guarantors reserve the absolute right, in their sole and absolute discretion:

 

  •  

to reject any tenders determined to be in improper form or unlawful;

 

  •  

to waive any of the conditions of the exchange offer; and

 

147

Table of Contents
  •  

to waive any condition or irregularity in the tender of old notes by any holder, whether or not we waive similar conditions or irregularities in the case of other holders.

If any letter of transmittal, certificate, endorsement, bond power, power of attorney, or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such capacity when signing. In addition, unless waived by the issuer, the person must submit proper evidence satisfactory to the issuer, in its sole discretion, of the person’s authority to so act.

Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of initial notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective:

 

  •  

the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “— Exchange Agent”; or

 

  •  

you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

Any notice of withdrawal must:

 

  •  

specify the name of the person who tendered the initial notes to be withdrawn;

 

  •  

identify the initial notes to be withdrawn, including the certificate numbers and principal amount of the initial notes; and

 

  •  

where certificates for initial notes have been transmitted, specify the name in which such initial notes were registered, if different from that of the withdrawing holder.

If certificates for initial notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

 

  •  

the serial numbers of the particular certificates to be withdrawn; and

 

  •  

a signed notice of withdrawal with signatures guaranteed by an eligible institution unless your are an Eligible Guarantor Institution.

If initial notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn initial notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal and our determination will be final and binding on all parties. Any initial notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any initial notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the initial notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the applicable exchange offer. Properly withdrawn initial notes may be retendered by following the procedures described under “— Procedures for Tendering Initial Notes” above at any time on or prior to the expiration date.

 

148

Table of Contents

Exchange Agent

Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB) has been appointed as the exchange agent for the exchange offer. Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB) also acts as trustee under the indenture governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letters of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

Wilmington Trust, National Association

c/o Wilmington Trust Company

Attn: Sam Hamed

Corporate Capital Markets

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-1626

Tel: +1.302.636.6181.

Fax: +1.302.636.4139

If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

Fees and Expenses

The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of initial notes and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of initial notes pursuant to the exchange offer.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the initial notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchanges. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will record the expenses of the exchange offer as incurred.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchanges of initial notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

 

  •  

certificates representing initial notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of initial notes tendered;

 

  •  

tendered initial notes are registered in the name of any person other than the person signing the letter of transmittal; or

 

  •  

a transfer tax is imposed for any reason other than the exchange of initial notes under the exchange offer.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

 

149

Table of Contents

Holders who tender their initial notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that initial notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

If you do not exchange your initial notes for exchange notes under the exchange offer, your initial notes will remain subject to the restrictions on transfer of such initial notes as set forth in the legend printed on the initial notes as a consequence of the issuance of the initial notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws.

In general, you may not offer or sell your initial notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreements, we do not intend to register resales of the initial notes under the Securities Act.

Other

Participating in the exchange offer is voluntary, and you should carefully consider whether to accept. You are encouraged to consult your own financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered initial notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any initial notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered initial notes.

 

150

Table of Contents

DESCRIPTION OF SENIOR SECURED SECOND LIEN NOTES

General

In this description, (i) the term “Holdings” refers to Pinafore Holdings B.V. and not its Subsidiaries, (ii) the term “Finance LLC” refers only to Tomkins, LLC, a Delaware limited liability company, and not to any of its Subsidiaries, (iii) the term “Finance Co” refers only to Tomkins, Inc., a Delaware corporation, a direct wholly owned Subsidiary of Finance LLC, and not to any of its Subsidiaries, (iv) the term “Issuers” refers to Finance LLC and Finance Co., and (v) the terms “we,” “our” and “us” each refer to Holdings and its consolidated Subsidiaries. The initial notes were issued and the exchange notes (collectively, the notes) will be issued under an indenture (the “Indenture” or the “Second Lien Notes Indenture”), dated as of September 29, 2010, among the Issuers, the Note Guarantors and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as Trustee (the “Trustee” or the “Second Lien Notes Trustee”). The notes are not intended to be and will not be quoted, listed or dealt in or on any stock exchange or over-the-counter market (including The PORTAL Market).

The following summary of certain provisions of the Indenture, the notes, the Security Documents, the Intercreditor Agreement and the Registration Rights Agreement (as defined below) does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture, the notes, the Security Documents, the Intercreditor Agreement and the Registration Rights Agreement, including the definitions of certain terms therein and those terms made a part thereof by the TIA. Capitalized terms used in this “Description of Senior Secured Second Lien Notes” section and not otherwise defined herein have the meanings set forth in the Indenture.

We issued notes with an initial aggregate principal amount of $1.15 billion. We may issue additional notes from time to time after this offering without notice or the consent of holders of notes. Any offering of additional notes is subject to the covenants described below under the caption “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” The notes and any additional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if any additional notes are not fungible with the notes for U.S. federal income tax purposes, the additional notes will have a separate CUSIP number. Except as otherwise specified herein, all references to the “notes” include additional notes.

If a holder has given wire transfer instructions to the Issuers or paying agent, the paying agent will deliver payment of all principal, interest and premium, if any, on that holder’s notes in accordance with those instructions. All other payments on the notes will be payable, and the notes may be exchanged or transferred, at the office or agency of paying agent as specified in the Indenture (which initially shall be a corporate trust office of the Trustee) unless the paying agent elects to make interest payments by check mailed to the holders at their addresses set forth in the register of holders.

The notes will be issued only in fully registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

Terms of the Notes

The notes will be senior obligations of the Issuers and will have the benefit of the security interest in the Collateral set forth in the Indenture and will mature on October 1, 2018. Each note will bear interest at a rate per annum shown on the cover of this prospectus from September 29, 2010 or from the most recent date to which interest has been paid or provided for payable semi-annually to holders of record at the close of business on March 15 or September 15 immediately preceding the interest payment date on April 1 and October 1 of each year, commencing April 1, 2011.

Additional interest will be payable with respect to the notes in certain circumstances if the Issuers do not consummate the exchange offer (or shelf registration, if applicable).

 

151

Table of Contents

Optional Redemption

On and after October 1, 2014, the Issuers may redeem the notes, at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to each holder’s registered address or otherwise in accordance with the procedures of the Depository Trust Company (“DTC”), at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on October 1 of the years set forth below:

 

Period

    Redemption Price  

2014

      104.500 % 

2015

      102.250 % 

2016 and thereafter

      100.000 % 

In addition, at any time prior to October 1, 2014, the Issuers may redeem the notes at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

At any time, or from time to time prior to October 1, 2013, but not more than once in any twelve-month period, the Issuers may redeem up to 10% of the original aggregate principal amount of the notes at a redemption price of 103% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to but not including the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Notwithstanding the foregoing, at any time and from time to time on or prior to October 1, 2013, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds of one or more Equity Offerings (1) by Holdings or (2) by any direct or indirect parent of the Issuers, to the extent the net cash proceeds thereof are contributed to the common or preferred equity capital (other than Disqualified Stock) of Holdings or the Issuers or used to purchase Capital Stock (other than Disqualified Stock) of Holdings from it, at a redemption price (expressed as a percentage of principal amount thereof) of par plus 9% plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

In connection with any redemption of notes (including with the net cash proceeds of an Equity Offering), any such redemption may, at the Issuers’ discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

Subject to applicable federal and state securities laws, the Issuers or their affiliates may at any time and from time to time purchase notes or our other indebtedness. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuers or any such affiliates may determine.

Selection

In the case of any partial redemption, selection of the notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such notes are listed, or if such notes are not so listed, pro rata or by lot or such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided, that the Trustee shall not select notes for redemption which would result in a holder of notes with a principal amount of notes less than the minimum denomination. If any note is to be redeemed in part only, the notice of redemption relating to such note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption so long as the Issuers have deposited with the paying agent funds sufficient to pay the principal of, plus accrued and unpaid interest and additional interest (if any) on, the notes to be redeemed.

Ranking

The indebtedness evidenced by the notes will be senior Indebtedness of the Issuers, will be equal in right of payment to all existing and future Second Lien Obligations, will be effectively senior in right of payment to all senior unsecured Indebtedness of the Issuers to the extent of the Collateral, will have the benefit of the security interest in the Collateral described below under “—Security for the Notes” and will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuers.

 

152

Table of Contents

The indebtedness evidenced by the Note Guarantees will be senior Indebtedness of the applicable Note Guarantor, will be equal in right of payment to all existing and future Second Lien Obligations of such Note Guarantor, will have the benefit of the security interest in the Collateral described below under “—Security for the Notes”, will be effectively senior in right of payment to all senior unsecured Indebtedness of such Note Guarantor to the extent of the Collateral and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Note Guarantor.

At July 2, 2011, Holdings and its Restricted Subsidiaries had $3,310.3 million of indebtedness outstanding (excluding $104.7 million of letters of credit).

Although the Indenture will limit the Incurrence of Indebtedness by Holdings and its Restricted Subsidiaries and the issuance of Disqualified Stock and Preferred Stock by the Restricted Subsidiaries, such limitation is subject to a number of significant qualifications and exceptions. Under certain circumstances, Holdings and its Restricted Subsidiaries may be able to incur substantial amounts of Indebtedness. Such Indebtedness may be secured Indebtedness constituting Second Lien Obligations. See “—Certain Covenants—Liens” and “Certain Covenants—Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Security for the Notes

The notes and the Note Guarantees will be secured by security interests in the Collateral, subject to Permitted Liens. The Collateral consists of substantially all of the property and assets, in each case, that are held by the Issuers or any of the U.S. Note Guarantors, subject to the exceptions described below. In addition, the collateral in non-U.S. jurisdictions will consist of those types of assets customarily provided as security for bank loans with certain agreed exceptions.

The Collateral does not include (i) any rights of a grantor with respect to any contract, lease, license or other agreement if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation (including a breach or default) of, a restriction in respect of, or result in the abandonment, invalidation or unenforceability of, such rights in favor of a third party or in conflict with any law, regulation, permit, order or decree of any governmental authority, unless and until all required consents shall have been obtained or (y) expressly give any other party (other than another grantor or its affiliates) in respect of any such contract, lease, license or other agreement, the right to terminate its obligations thereunder; subject to certain qualifications; (ii) any assets to the extent and for so long as the pledge of or security interest in such assets is prohibited by law and such prohibition is not overridden by the UCC or other applicable law; (iii) Equity Interest in excess of 65% of the issued and outstanding Equity Interest entitled to vote of any Foreign Subsidiary of an Issuer or any domestic Note-Guarantor (or any domestic Subsidiary that is treated as a disregarded entity under the Code if substantially all of its assets consist of the Equity Interests of one or more Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code); (iv) any “intent-to use” trademark applications filed, unless and until acceptable evidence of use of such trademark has been filed with and accepted by the US Patent and Trademark Office, to the extent that granting a lien in such trademark application prior to such filing would adversely affect the enforceability, validity, or other rights in such trademark application; (v) assets owned by any grantor on the Issue Date or thereafter acquired that are subject to certain Permitted Liens, if and to the extent that the contract or other agreement pursuant to which such Lien is granted or to which such assets are subject (or the documentation relating thereto) prohibits the creation of any other Lien on such asset; (vi) any particular assets if, in the reasonable judgment of the Issuers evidenced in writing, creating a pledge thereof or security interest therein to the Second Lien Collateral Agent for the benefit of the Holders would result in any material adverse tax consequences to Holdings or its Restricted Subsidiaries; (vii) certain immaterial real property and (viii) any particular assets if the burden, cost or consequences (including any adverse tax consequences) to Holdings or its Restricted Subsidiaries of creating or perfecting such pledges or security interests in such assets in favor of the Second Lien Collateral Agent for the benefit of the holders is excessive in relation to the benefits to be obtained therefrom by the holders.

In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of Holdings due to the fact that such Subsidiary’s securities secure the notes, then the securities of such Subsidiary will not be subject to the Liens securing the notes and will automatically be deemed not to be part of the Collateral but only to the extent necessary not to be subject to such requirement and only for so long as required to not be subject to the requirement. In the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) such Subsidiary’s securities to secure the notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the securities of such Subsidiary will automatically be deemed to be a part of the Collateral but only to the extent permitted to not be subject to any such financial statement requirement. Except for equity interests and certain other assets of certain of our Subsidiaries, to the extent any Senior Obligations (other than the notes) are secured by any assets of any Note Guarantor or any Issuer, the Second Lien Note Obligations shall be secured by such assets.

 

153

Table of Contents

Security interests securing the notes and the proceeds and distributions in respect thereof will be subject to intercreditor arrangements described under “Second Lien Intercreditor Agreement.” The Persons holding other Second Lien Obligations may have rights and remedies with respect to the property subject to such Liens that, if exercised, could adversely affect the value of the Collateral or the ability of the Second Lien Collateral Agent to realize or foreclose on the Collateral on behalf of holders of the notes.

The Issuers and the Note Guarantors are and will be able to incur additional indebtedness in the future that could share in the Collateral, including additional Senior Obligations and Second Lien Obligations. The amount of such Obligations and additional Indebtedness is and will be limited by the covenants described under “—Certain Covenants—Liens” and “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” Under certain circumstances, the amount of such Obligations could be significant.

Post-Closing Matters

Other than the pledge of the capital stock of Tomkins plc, the Issuers may not have any of the security interests on the Collateral in place on the Issue Date. The Issuers will be required to have (i) all security interests in any Collateral constituting personal property located in the United States and Canada in place and perfected no later than 60 days following the Issue Date and (ii) all security interests in any Collateral constituting personal property located outside the United States and Canada or any real property to be in place and perfected no later than 90 days following the Issue Date, or in each case such longer period to the extent such longer period has been agreed to by the Credit Agreement Collateral Agent with respect to the Credit Agreement Indebtedness.

After-Acquired Collateral

From and after the Issue Date and subject to certain limitations and exceptions, if the Issuers or any Note Guarantor creates any additional security interest upon any property or asset that would constitute Collateral to secure any Senior Obligations, it must concurrently grant a second-priority perfected security interest (subject to Permitted Liens) upon such property as security for the notes and the Note Guarantees and if the Issuers or any Note Guarantor creates any additional security interest upon any property or asset that would constitute Collateral to secure any Second Lien Obligations, it must concurrently grant a pari passu-priority perfected security interest (subject to Permitted Liens) upon such property as security for the notes and the Note Guarantees.

Security Documents

The Issuers, the Note Guarantors and the Second Lien Collateral Agent will enter into one or more Security Documents defining the terms of the security interests that secure the notes and the Note Guarantees. These security interests will secure the payment and performance when due of all of the Obligations of the Issuers and the Note Guarantors under the notes, the Indenture, the Note Guarantees and the Security Documents, as provided in the Security Documents. The Second Lien Collateral Agent will act as a collateral agent on behalf of the Trustee and the noteholders.

Second Lien Intercreditor Agreement

The Credit Agreement Collateral Agent, the Second Lien Collateral Agent, Holdings and the Subsidiaries of Holdings party thereto will enter into the Second Lien Intercreditor Agreement, which may be amended from time to time without the consent of the holders of the notes, including to add other parties holding the Second Lien Note Obligations and Senior Obligations permitted to be incurred under the relevant agreements.

The Second Lien Collateral Agent will not be permitted to enforce the security interests even if any event of default under the Second Lien Note Documents has occurred and the Second Lien Note Obligations thereunder have been accelerated except (a) in any insolvency or liquidation proceeding, solely as necessary to file a proof of claim or statement of interest with respect to the Second Lien Note Obligations or (b) as necessary to take any action in order to prove, preserve, perfect or protect (but not enforce) its security interest and rights in, and the perfection and priority of its Lien on, the Collateral.

The Second Lien Collateral Agent, for itself and on behalf of each Second Lien Note Secured Party, has agreed pursuant to the Second Lien Intercreditor Agreement that (a) it will not (and thereby waives any right to) take any action to challenge or contest the validity, perfection, priority or enforceability of a Lien securing any Senior Obligations

 

154

Table of Contents

and (b) it will not oppose or otherwise contest any request for judicial relief made in any court by the Senior Representative or any Senior Secured Parties relating to the lawful enforcement of any first lien on Collateral or other collateral securing both the Senior Obligations and any Second Lien Note Obligations.

 

155

Table of Contents

In addition, the Security Documents provide that prior to the Discharge of Senior Obligations, the Senior Representative may take actions with respect to the Collateral (including the release of Collateral and the manner of realization (subject to the provisions described under “—Release of Collateral”)) without the consent of the Second Lien Collateral Agent or other Second Lien Note Secured Parties.

The Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies will be applied to the Senior Obligations to be distributed prior to application to any Second Lien Note Obligations in such order as specified in the relevant Senior Documents until the Discharge of Senior Obligations has occurred.

In addition, so long as the Discharge of Senior Obligations has not occurred, the Second Lien Collateral Agent shall not acquire or hold any Lien on any assets of Holdings or any Subsidiary (and neither Holdings nor any Subsidiary shall grant such Lien) securing any Second Lien Note Obligations that are not also subject to the first lien in respect of the Senior Obligations under the Senior Documents (other than funds deposited for the discharge or defeasance of the Second Lien Notes to the extent permitted by the relevant documents).

The Second Lien Collateral Agent and each other Second Lien Note Secured Party will agree that any Lien purported to be granted on any collateral as security for Senior Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on such collateral securing any Second Lien Note Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner.

The Second Lien Intercreditor Agreement will provide that so long as the Discharge of Senior Obligations has not occurred, whether or not any insolvency or liquidation proceeding has been commenced by or against an Issuer or any Note Guarantor, (i) neither the Second Lien Collateral Agent nor any Second Lien Note Secured Party will (x) exercise or seek to exercise any rights or remedies with respect to any collateral securing both the Senior Obligations and any Second Lien Note Obligations in respect of any applicable Second Lien Note Obligations, or institute any action or proceeding with respect to such rights or remedies, (y) contest, protest or otherwise object to any foreclosure or enforcement proceeding or action brought with respect to any collateral by the Senior Representative or any Senior Secured Party in respect of the Senior Obligations, the exercise of any right by the Senior Representative or any Senior Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Obligations under any control agreement, lockbox agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Collateral Agent or any Second Lien Note Secured Party either is a party or may have rights as a third-party beneficiary, or any other exercise by any such party of any rights and remedies as a secured party relating to such collateral, or (z) object to any waiver or forbearance by the Senior Secured Parties from or in respect of bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to such collateral or any other collateral in respect of Senior Obligations and (ii) except as otherwise provided in the Second Lien Intercreditor Agreement, the Senior Representative and the Senior Secured Parties shall have the sole and exclusive right to enforce rights and exercise remedies and make determinations regarding the release, disposition or restrictions, or waiver or forbearance of rights or remedies with respect to such collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Note Secured Party. However, in any insolvency or liquidation proceeding, the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Second Lien Note Obligations or the Second Lien Collateral Agent may take any action in order to prove, preserve, perfect or protect (but not enforce) its security interest and rights in, and the perfection and priority of its Lien on, the Collateral.

In addition, the Second Lien Collateral Agent and each other Second Lien Note Secured Party will agree, among other things, that if an Issuer or any Note Guarantor is subject to any insolvency or liquidation proceeding and the Senior Representative desires to permit the use of cash collateral or to permit an Issuer or any Note Guarantor to obtain DIP Financing, including if such DIP Financing is secured by Liens senior in priority to the Liens securing the Second Lien Note Obligations, then the Second Lien Collateral Agent, on behalf of itself and each applicable Second Lien Note Secured Party, will not object to such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent permitted by the Second Lien Intercreditor Agreement) and, to the extent the Liens securing the Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Collateral and any other collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as they are subordinated to the Senior Obligations.

 

156

Table of Contents

Subject to the terms of the Security Documents, the Issuers and the Note Guarantors have the right to remain in possession and retain exclusive control of the Collateral securing the notes and the Notes Obligations (other than securities, instruments and chattel paper constituting part of the Collateral and deposited with the Senior Representative in accordance with the provisions of the Senior Security Documents), to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

Release of Collateral

The Issuers and the Note Guarantors are entitled to the releases of property and other assets included in the Collateral from the Liens securing the notes under any one or more of the following circumstances:

(1) to enable us to consummate the disposition of such property or assets to the extent not prohibited under the covenant described under “—Certain Covenants—Asset Sales”;

(2) in the case of a Note Guarantor that is released from its Note Guarantee with respect to the notes, the release of the property and assets of such Note Guarantor;

(3) as described under “—Amendment, Supplement and Waiver” below; or

(4) to the extent required by the terms of the Second Lien Intercreditor Agreements.

The security interests in all Collateral securing the notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest (including additional interest, if any) on, the notes and all other Obligations under the Indenture, the Note Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid (including pursuant to a satisfaction and discharge of the Indenture as described below under “—Satisfaction and Discharge”) or (ii) a legal defeasance or covenant defeasance under the Indenture as described below under “—Defeasance.”

Note Guarantees

As promptly as practicable and in any event within 60 days of the Issue Date (the “60 Day Post-Closing Period”) Holdings and each of its Restricted Subsidiaries (other than the Issuers), that are borrowers or guarantors under the Credit Agreement, excluding certain entities that would trigger a Rule 3-10 release as reasonably determined by Holdings, will jointly and severally irrevocably and unconditionally guarantee on a second lien basis the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuers under the Indenture and the notes, whether for payment of principal of, premium, if any, or interest or additional interest on the notes, expenses, indemnification or otherwise (all such obligations guaranteed by such Note Guarantors being herein called the “Guaranteed Obligations”).

Each Note Guarantee of a Note Guarantor will rank:

 

  •  

equally in right of payment with all existing and future senior Indebtedness of such Note Guarantor but, to the extent of the value of the Collateral, will be effectively senior to such Indebtedness;

 

  •  

senior in right of payment to all existing and future Subordinated Indebtedness of such Note Guarantor, if any;

 

  •  

effectively subordinated to any obligations of such Note Guarantor secured by Permitted Liens to the extent of the value of the assets of such Note Guarantor to these Permitted Liens; and

 

  •  

structurally subordinated to any Indebtedness or Obligations of any of such Note Guarantor’s non-Guarantor Subsidiaries.

Each Note Guarantee will be limited in amount to an amount not to exceed the maximum amount that can be guaranteed by the applicable Note Guarantor without rendering the Note Guarantee, as it relates to such Note Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. See “Risk Factors—Risk Related to the Notes.” Thereafter, Holdings will cause each Restricted Subsidiary (unless such Subsidiary is already a Note Guarantor) that guarantees the Credit Agreement or any other capital markets debt securities of the Issuers or any Note Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will guarantee payment of the notes on the same senior basis. See “—Certain Covenants—Future Guarantors.”

Each Note Guarantee will be a continuing guarantee and, subject to the next succeeding paragraph, shall:

(1) remain in full force and effect until payment in full of all the Guaranteed Obligations;

(2) be binding upon each such Note Guarantor and its successors; and

 

157

Table of Contents

(3) inure to the benefit of and be enforceable by the Trustee, the holders and their successors, transferees and assigns.

A Note Guarantee of a Note Guarantor will be automatically released and discharged upon:

(a) the sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Note Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Note Guarantor if such sale, disposition or other transfer is made in compliance with the Indenture,

(b) Holdings designating such Note Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under “—Certain Covenants—Limitation on Restricted Payments” and the definition of “Unrestricted Subsidiary,”

(c) the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the notes pursuant to the covenant described under “—Certain Covenants—Future Guarantors,” the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of Holdings or any Restricted Subsidiary of Holdings or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the notes, except if a release or discharge is by or as a result of payment under such other guarantee,

(d) the Issuers’ exercise of their legal defeasance option or covenant defeasance option as described under “—Defeasance,” or if the Issuers’ obligations under the Indenture are discharged in accordance with the terms of the Indenture,

(e) upon the release or discharge of all other Guarantees by such Guarantor of Indebtedness of the Issuers or any other Guarantor, except if a release or discharge is by or as a result of payment under such other guarantees, or

(f) the event that Rule 3-10 of Regulation S-X under the Securities Act (“Rule 3-10”) would require separate financial statements of any Subsidiary of Holdings that is a Note Guarantor to be filed with the SEC solely because such Subsidiary’s Note Guarantee is not a Full and Unconditional guarantee under the notes and the Indenture as reasonably determined by Holdings (the “Rule 3-10 Limitation”); provided, however, that such Subsidiary’s Note Guarantee will automatically be reinstated or provided on such date that it is reasonably determined by Holdings that the Rule 3-10 Limitation no longer exist.

Notwithstanding anything else to the contrary, Holdings will be a guarantor to the notes for so long as the notes are outstanding.

“Full and Unconditional” has the meaning set forth in Rule 3-10 of Regulation S-X promulgated pursuant to the Securities Act.

Holdings’ Subsidiaries (other than the Issuers) that are not expected to be Note Guarantors accounted for: (i) 40% of our sales; (ii) 46% of our Adjusted EBITDA; (iii) 40% of our total assets; and (iv) 24% of our total liabilities. All of the above percentages are calculated from ongoing operations only, and are as of and for the twelve months ended July 3, 2010. Both (i) and (ii) are calculated excluding corporate center entities.

Change of Control

Upon the occurrence of any of the following events (each, a “Change of Control”), each holder will have the right to require the Issuers to repurchase all or any part of such holder’s notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Issuers have previously elected to redeem notes as described under “—Optional Redemption”:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of Holdings and its Subsidiaries, taken as a whole, to a Person other than any of the Permitted Holders; or

(2) Holdings becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of Holdings, or any direct or indirect parent of Holdings.

Notwithstanding the foregoing, no Specified Merger/Transfer Transaction, as described under “—Merger, Consolidation or Sale of All or Substantially All Assets” shall constitute a Change of Control.

 

158

Table of Contents

Within 30 days following any Change of Control, except to the extent that the Issuers have exercised their right to redeem the notes as described under “—Optional Redemption,” the Issuers shall mail a notice (a “Change of Control Offer”) to each holder with a copy to the Trustee describing:

(1) that a Change of Control has occurred and that such holder has the right to require the Issuers to purchase such holder’s notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of purchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date);

(2) the transaction or transactions constitute a Change of Control;

(3) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent); and

(4) the instructions determined by the Issuers that a holder must follow in order to have its notes purchased.

The Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuers and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control.

The Issuers will comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of such covenant, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this paragraph by virtue of such compliance.

The provisions under the Indenture relating to the Issuers’ obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the notes.

Certain Covenants

Set forth below are summaries of certain covenants contained in the Indenture. If on any date following the Issue Date (i) the notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), Holdings and its Restricted Subsidiaries will not be subject to the following covenants or provisions (collectively, the “Suspended Covenants”):

(1) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(2) “—Limitation on Restricted Payments”;

(3) “—Dividend and Other Payment Restrictions Affecting Subsidiaries”;

(4) “—Asset Sales”;

(5) “—Transactions with Affiliates”;

(6) clause (4) of the first paragraph of “—Merger, Consolidation or Sale of All or Substantially All Assets”; and

(7) “—Future Guarantors.”

In the event that Holdings and its Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the notes below an Investment Grade Rating, then Holdings and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events.

 

159

Table of Contents

The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by Holdings or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under the Indenture with respect to notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be calculated as though the covenant described under the caption “—Limitation on Restricted Payments” had been in effect prior to, but not during, the Suspension Period, provided that no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period, and (2) all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been Incurred or issued pursuant to clause (c) of the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” In addition, for purposes of the covenant described under “—Transactions with Affiliates,” all agreements and arrangements entered into by Holdings and any Restricted Subsidiary with an Affiliate of Holdings during the Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date and for purposes of the covenant described under “—Dividend and Other Payment Restrictions Affecting Subsidiaries,” all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restriction contemplated by such covenant will be deemed to have been existing on the Issue Date.

Holdings shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on Holdings’ and its Subsidiaries future compliance with their covenants or (iii) notify the holders of any Covenant Suspension Event or Reversion Date.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. The Indenture will provide that:

(1) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and

(2) Holdings will not permit any of its Restricted Subsidiaries of Holdings to issue any shares of Preferred Stock;

provided, however, that Holdings and any Restricted Subsidiary of Holdings may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and the Issuers and any Restricted Subsidiary that is a Note Guarantor may issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the amount of Indebtedness (excluding Acquired Indebtedness not incurred in connection with or in contemplation of the applicable merger, acquisition or other similar transaction) that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by Restricted Subsidiaries that are not Note Guarantors of the notes shall not exceed $100.0 million at any one time outstanding pursuant to this paragraph and clause (u) below at such time.

The foregoing limitations will not apply to (collectively, “Permitted Debt”):

(a) the Incurrence by Holdings or its Restricted Subsidiaries of Indebtedness under any Credit Agreement and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount not to exceed $2,700.0 million outstanding at any one time, less (i) the amount of all permanent reductions of Indebtedness thereunder as a result of principal payments actually made with Net Cash Proceeds from Asset Sales and (ii) the aggregate principal amount of Indebtedness Incurred and outstanding pursuant to a Qualified Receivables Financing;

(b) the Incurrence by the Issuers and the Note Guarantors of Indebtedness represented by the notes (not including any additional notes) and the Note Guarantees, as applicable (and any exchange notes and guarantees thereof);

(c) Indebtedness and Preferred Stock existing on the Issue Date (other than Indebtedness described in clauses (a) and (b));

(d) Indebtedness (including without limitation Capitalized Lease Obligations, mortgage financings or purchase money obligations) Incurred by Holdings or any of its Restricted Subsidiaries, Disqualified Stock issued by Holdings or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries of Holdings to finance, all or any part of the purchase, lease, construction, installation, repair or improvement of property (real or personal), plant or

 

160

Table of Contents

equipment or other fixed or capital assets used or useful in the business of Holdings or its Restricted Subsidiaries or in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount, including all Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (d), not to exceed $150.0 million at the time of Incurrence, at any one time outstanding;

(e) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities, and reinvestment obligations related thereto, entered into in the ordinary course of business; provided, however, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

(f) Indebtedness arising from agreements of Holdings or a Restricted Subsidiary of Holdings providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the disposition of any business, assets or a Subsidiary of the Issuers in accordance with the terms of the Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

(g) [Intentionally Omitted]

(h) shares of Preferred Stock of a Restricted Subsidiary issued to Holdings or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to Holdings or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock;

(i) Indebtedness or Disqualified Stock of Holdings or a Restricted Subsidiary to another Restricted Subsidiary or to Holdings; provided that if an Issuer or a Note Guarantor Incurs such Indebtedness or issues such Disqualified Stock to a Restricted Subsidiary that is not an Issuer or a Note Guarantor such Indebtedness or Disqualified Stock, as applicable, is subordinated in right of payment to the Note Guarantee of such Note Guarantor; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary lending such Indebtedness or Disqualified Stock, as applicable, ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness or Disqualified Stock, as applicable, (except to Holdings or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness or Disqualified Stock, as applicable;

(j) Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes): (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of the Indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases;

(k) obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion guarantees provided by Holdings or any of its Restricted Subsidiary in the ordinary course of business;

(l) Indebtedness or Disqualified Stock of Holdings, the Issuers or any other Note Guarantor and Preferred Stock of the Issuers or any Note Guarantor that is a Restricted Subsidiary of Holdings in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (l), does not exceed the greater of 4.0% of Total Assets of Holdings and its Restricted Subsidiaries and $150.0 million at any one time outstanding;

(m) any guarantee by Holdings or its Restricted Subsidiary of Indebtedness or other obligations of Holdings or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness or other obligations by Holdings or such Restricted Subsidiary is permitted under the terms of the Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the notes or the Note Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Note Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Note Guarantor’s Note Guarantee with respect to the notes substantially to the same extent as such Indebtedness is subordinated to the notes or the Note Guarantee of such Restricted Subsidiary, as applicable;

 

161

Table of Contents

(n) the Incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of Holdings that serves to refund, refinance, replace or defease any Indebtedness, Disqualified Stock or Preferred Stock Incurred as permitted under the first paragraph of this covenant and clauses (b), (c), (n), (q), (s), (t) and (u) of this paragraph or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums, fees and expenses in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced;

(2) has a Stated Maturity which is no earlier than the Stated Maturity of the Indebtedness being refunded or refinanced;

(3) to the extent such Refinancing Indebtedness refinances (x) Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness, or (y) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock;

(4) is Incurred in an aggregate principal amount (or if issued with original issue discount an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus (y) the amount of premium, fees and expenses Incurred in connection with such refinancing; and

(5) shall not include (x) Indebtedness of a Restricted Subsidiary of Holdings that is not an Issuer or a Note Guarantor that refinances Indebtedness of an Issuer or a Note Guarantor, or (y) Indebtedness of Holdings or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary;

(o) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its Incurrence;

(p) Indebtedness of Holdings or any Restricted Subsidiary of Holdings supported by a letter of credit or bank guarantee issued pursuant to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

(q) Contribution Indebtedness;

(r) Indebtedness of Holdings or any Restricted Subsidiary of Holdings consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(s) Indebtedness of Foreign Subsidiaries of Holdings that are not Note Guarantors in an aggregate amount not to exceed $200.0 million at any one time outstanding;

(t) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to Holdings or any Restricted Subsidiary of Holdings other than a Receivables Subsidiary (except for Standard Securitization Undertakings);

(u)(x) Indebtedness, Disqualified Stock or Preferred Stock of the Issuers or any Restricted Subsidiary of Holdings incurred to finance an acquisition or (y) Acquired Indebtedness of the Issuers or any Restricted Subsidiary of Holdings; provided that, in either case, after giving effect to the transactions that result in the incurrence or issuance thereof, on a pro forma basis, either (a) Holdings would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant or (b) the Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries would not be less than immediately prior to such transactions; provided, however, that on a pro forma basis, together with amounts incurred or issued and outstanding pursuant to the first paragraph of this covenant, no more than $100.0 million of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred or issued by a Restricted Subsidiary of Holdings that is not a Note Guarantor pursuant to this clause (u) shall be incurred or issued and outstanding;

(v) Indebtedness incurred by the Issuers or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the notes; and

(w) Guarantees (a) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (b) otherwise constituting Investments permitted under the Indenture.

 

162

Table of Contents

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Issuers shall, in their sole discretion, at the time of Incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this covenant, provided that all Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (a) and the Issuers shall not be permitted to reclassify all or any portion of such Indebtedness. Accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of Disqualified Stock or Preferred Stock of the same class, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Note Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness, provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

Limitation on Restricted Payments. The Indenture will provide that Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any distribution on account of Holdings’ or any of its Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger or consolidation involving Holdings (other than dividends, payments or distributions (A) payable solely in Equity Interests (other than Disqualified Stock) of Holdings or to Holdings and its Restricted Subsidiaries; or (B) by a Restricted Subsidiary or Holdings so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, Holdings or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(2) purchase or otherwise acquire or retire for value any Equity Interests of Holdings or any other direct or indirect parent of Holdings;

(3) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clause (i) of the second paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”); or

(4) make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(b) immediately after giving effect to such transaction on a pro forma basis, Holdings could Incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and

 

163

Table of Contents

(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holdings and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to Refunding Capital Stock), (6), (8), (13)(b), (16) and (23) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of, without duplication,

(1) 50% of the Consolidated Net Income of Holdings for the period (taken as one accounting period) from January 1, 2011 to the end of Holdings’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(2) 100% of the aggregate net proceeds, including cash and the Fair Market Value of assets other than cash, received by Holdings after the Issue Date from the issue or sale of Equity Interests of Holdings or any direct or indirect parent of Holdings (excluding (without duplication) Refunding Capital Stock (as defined below), Designated Preferred Stock, Cash Contribution Amount, Excluded Contributions and Disqualified Stock), including Equity Interests issued upon conversion of Indebtedness or upon exercise of warrants or options (other than an issuance or sale to a Restricted Subsidiary of Holdings or an employee stock ownership plan or trust established by Holdings or any of its Subsidiaries), plus

(3) 100% of the aggregate amount of contributions to the capital of Holdings received in cash and the Fair Market Value of property other than cash after the Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock and Disqualified Stock and the Cash Contribution Amount), plus

(4) the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock, of Holdings or any Restricted Subsidiary thereof issued after the Issue Date (other than Indebtedness or Disqualified Stock issued to Holdings or another Restricted Subsidiary) that has been converted into or exchanged for Equity Interests in Holdings or any direct or indirect parent of Holdings (other than Disqualified Stock), plus

(5) 100% of the aggregate amount received by Holdings or any Restricted Subsidiary in cash and the Fair Market Value of property other than cash received by Holdings or any Restricted Subsidiary from:

(A) the sale or other disposition (other than to Holdings or a Restricted Subsidiary) of Restricted Investments made by Holdings and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from Holdings and its Restricted Subsidiaries by any Person (other than Holdings or any of its Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to clause (7) or (10) of the next succeeding paragraph),

(B) the sale (other than to Holdings or a Restricted Subsidiary of Holdings) of the Capital Stock of an Unrestricted Subsidiary, or

(C) any distribution or dividend from an Unrestricted Subsidiary (to the extent such distribution or dividend is not already included in the calculation of Consolidated Net Income); plus

(6) in the event any Unrestricted Subsidiary of Holdings has been redesignated as a Restricted Subsidiary or has been merged or consolidated with or into, or transfers or conveys its assets to, or is liquidated into, Holdings or a Restricted Subsidiary of Holdings, in each case after the Issue Date, the Fair Market Value (as determined in accordance with the next succeeding sentence) of the Investment of Holdings in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after deducting any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to clause (7) or (10) of the next succeeding paragraph or constituted a Permitted Investment).

The foregoing provisions will not prohibit:

(1) the payment of any dividend or distribution or consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving of a redemption notice related thereto, if at the date of declaration or notice such payment would have complied with the provisions of the Indenture;

 

164

Table of Contents

(2)(a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) of Holdings or any direct or indirect parent of Holdings or any Note Guarantor or Subordinated Indebtedness of the Issuers or any Guarantor in exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of Holdings or any direct or indirect parent of Holdings or contributions to the equity capital of Holdings (other than any Disqualified Stock or any Equity Interests sold to Holdings or any Subsidiary of Holdings or to an employee stock ownership plan or any trust established by Holdings or any of its Subsidiaries) (collectively, including any such contributions, “Refunding Capital Stock”); and

(b) the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of Holdings or to an employee stock ownership plan or any trust established by Holdings or any of its Subsidiaries) of Refunding Capital Stock;

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of an Issuer or any Note Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of an Issuer or a Note Guarantor that is Incurred in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as

(a) the principal amount of such new Indebtedness does not exceed the principal amount (or accredited value, if applicable) of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value (plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired plus any fees and expenses Incurred in connection therewith);

(b) such Indebtedness is subordinated to the notes or the related Note Guarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such Indebtedness has a final scheduled maturity no earlier than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

(d) such Indebtedness has a Weighted Average Life to Maturity that is not less than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4) the purchase, retirement, redemption or other acquisition (or dividends to Holdings or any other direct or indirect parent of Holdings to finance any such purchase, retirement, redemption or other acquisition) for value of Equity Interests of Holdings or any other direct or indirect parent of Holdings held by any future, present or former employee, director or consultant of Holdings or any direct or indirect parent of Holdings or any Subsidiary of Holdings or their estates or the beneficiaries of such estates pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other similar agreement or arrangement; provided, however, that the aggregate amounts paid under this clause (4) do not exceed $20.0 million in any calendar year; provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds received by Holdings or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of Holdings or any other direct or indirect parent of Holdings (to the extent contributed to Holdings) to members of management, directors or consultants of Holdings and its Restricted Subsidiaries or Holdings or any other direct or indirect parent of Holdings that occurs after the Issue Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under clause (c) of the immediately preceding paragraph); plus

(b) the cash proceeds of key man life insurance policies received by Holdings or any direct or indirect parent of Holdings (to the extent contributed to Holdings) and its Restricted Subsidiaries after the Issue Date

(provided that the Issuers may elect to apply all or any portion of the aggregate increase contemplated by clauses (a) and (b) above in any calendar year); in addition, cancellation of Indebtedness owing to the Issuers from any current or former officer, director or employee (or any permitted transferees thereof) of the Issuers or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of the Issuers from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of the Indenture;

 

165

Table of Contents

(5) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of Holdings or any of its Restricted Subsidiaries and any Preferred Stock of any Restricted Subsidiaries issued or Incurred in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(6) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date and the declaration and payment of dividends to Holdings or any direct or indirect parent of Holdings, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of Holdings or any direct or indirect parent of Holdings issued after the Issue Date; provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, the Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries would have been at least 2.00 to 1.00 and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received by Holdings from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;

(7) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (7) that are at that time outstanding, not to exceed $100.0 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value), at any one time outstanding;

(8) the payment of dividends on Holdings’ common stock (or the payment of dividends to any direct or indirect parent of Holdings to fund the payment by any direct or indirect parent of Holdings of dividends on such entity’s common stock) of up to 6.0% per annum of the net proceeds received by Holdings from any public offering of common stock or contributed to Holdings or any other direct or indirect parent of Holdings from any public offering of common stock;

(9) Restricted Payments that are made with Excluded Contributions;

(10) other Restricted Payments in an aggregate amount not to exceed $150.0 million at any one time outstanding;

(11) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to Holdings or a Restricted Subsidiary of Holdings by, Unrestricted Subsidiaries;

(12) the payment of any dividends or other distributions to any direct or indirect equity holder of Holdings, the Issuers or a Restricted Subsidiary in amounts required for such equity holder to pay U.S. federal, state, foreign or local income taxes (as the case may be) imposed directly on such equity holder to the extent such income taxes are attributable to the income of Holdings, the Issuers or such Restricted Subsidiary, as the case may be, by virtue of Holdings, the Issuers or Restricted Subsidiary being either a pass-through entity for tax purposes or a member of a consolidated or combined tax group of which Holdings, the Issuers or such Restricted Subsidiary is a member; provided, that in each case the amount of such payments in respect of any tax year does not exceed the amount that Holdings, the Issuers or Restricted Subsidiary, as the case may be, would have been required to pay in respect of U.S., federal, state, foreign or local taxes (as the case may be) for such year had Holdings, the Issuers or such Restricted Subsidiary paid such taxes as a stand alone taxpayer (or stand alone group) (reduced by any such taxes paid directly by Holdings, the Issuers or such Restricted Subsidiary);

(13) the payment of dividends, other distributions or other amounts to, or the making of loans to any direct or indirect parent, in the amount required for such entity to, if applicable:

(a) pay amounts equal to the amounts required for any direct or indirect parent of Holdings to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of Holdings or any direct or indirect parent of Holdings, if applicable, and general corporate operating and overhead expenses of any direct or indirect parent of Holdings, if applicable, in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of Holdings, if applicable, and its Subsidiaries; and

 

166

Table of Contents

(b) pay, if applicable, amounts equal to amounts required for any direct or indirect parent of Holdings, if applicable, to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to Holdings or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of, Holdings or any of its Restricted Subsidiaries Incurred in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(c) pay fees and expenses Incurred by any direct or indirect parent, other than to Affiliates of Holdings, related to any unsuccessful equity or debt offering of such parent; and

(d) payments to the Sponsor (a) pursuant to the Management Agreement or any amendment thereto (so long as such amendment is not less advantageous to the holders of the notes in any material respect than the Management Agreement) or (b) for any other financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, in each case to the extent permitted under clauses (11) and (12) of the covenant “—Transactions with Affiliates”.

(14)(i) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award;

(15) purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and the payment or distribution of Receivables Fees;

(16) the payment, purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness, Disqualified Stock or Preferred Stock of Holdings and its Restricted Subsidiaries pursuant to provisions similar to those described under “—Change of Control” and “—Asset Sales”; provided that, prior to such payment, purchase, redemption, defeasance or other acquisition or retirement for value, the Issuers (or a third party to the extent permitted by the Indenture) have made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect to the notes as a result of such Change of Control or Asset Sale, as the case may be, and has repurchased all notes validly tendered and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer, as the case may be;

(17) any joint venture may make Restricted Payments required or permitted to be made pursuant to the terms of the joint venture arrangements to holders of its Equity Interests;

(18) any Restricted Payments made in connection with the consummation of the Transactions;

(19) Restricted Payments made after the Issue Date to repurchase or redeem any Existing Notes not tendered in connection with the Transactions;

(20) the payment of cash in lieu of the issuance of fractional shares of Equity Interests upon exercise or conversion of securities exercisable or convertible into Equity Interests of the Issuers;

(21) Holdings or any of its Restricted Subsidiaries may make Restricted Payments from funds held in the Loan Note Escrow Account to the holders of the Loan Notes in accordance with the terms of the Loan Notes Instrument; and

(22) payments or distributions, in the nature of satisfaction of dissenters’ rights, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of the Indenture applicable to mergers, consolidations and transfers of all or substantially all the property and assets of the Issuer;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (6), (7), (8), (10), (11) and (16), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

Holdings will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Holdings and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments or Permitted Investments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

 

167

Table of Contents

For purposes of the covenant described above, if any Investment or Restricted Payment would be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Investments,” the Issuers may divide and classify such Investment or Restricted Payment in any manner that complies with this covenant and may later divide and reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Indenture will provide that Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a)(i) pay dividends or make any other distributions to Holdings or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to Holdings or any of its Restricted Subsidiaries;

(b) make loans or advances to Holdings or any of its Restricted Subsidiaries; or

(c) sell, lease or transfer any of its properties or assets to Holdings or any of its Restricted Subsidiaries;

except in each case for such encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect or entered into or existing on the Issue Date, including pursuant to the Credit Agreement and the other documents relating to the Transactions;

(2) the Indenture, the notes and any exchange notes and guarantees thereof;

(3) applicable law or any applicable rule, regulation or order;

(4) any agreement or other instrument of a Person acquired by Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;

(6) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(7) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction in the ordinary course of business;

(8) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;

(9) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease;

(10) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;

(11) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of Holdings that is Incurred subsequent to the Issue Date pursuant to the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payment on the notes (as determined by the Issuers in good faith);

(12) any Restricted Investment not prohibited by the covenant described under “—Limitation on Restricted Payments” and any Permitted Investment;

(13) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuers or any Restricted Subsidiary thereof in any manner material to the Issuers or any Restricted Subsidiary thereof;

 

168

Table of Contents

(14) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(15) contractual encumbrances or restrictions under the COLI Loans;

(16) restrictions contained in the Loan Notes Instrument; and

(17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

For purposes of determining compliance with this covenant (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to Holdings or a Restricted Subsidiary of Holdings to other Indebtedness Incurred by Holdings or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Asset Sales. The Indenture will provide that Holdings will not, and will not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless:

(1) Holdings or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by Holdings or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on Holdings’ or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of Holdings or any Restricted Subsidiary of Holdings (other than liabilities that are by their terms subordinated to the notes) that are assumed by the transferee of any such assets or Equity Interests pursuant to an agreement that releases or indemnifies Holdings or such Restricted Subsidiary, as the case may be, from further liability;

(b) any notes or other obligations or other securities or assets received by Holdings or such Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and

(c) any Designated Non-cash Consideration received by Holdings or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $100.0 million and (y) 2.0% of Total Assets, at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value);

shall each be deemed to be Cash Equivalents for the purposes of this provision.

Within 365 days after Holdings’ or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, Holdings or such Restricted Subsidiary may apply the Net Cash Proceeds from such Asset Sale, at its option:

(1) to repay Indebtedness constituting Senior Obligations (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto),

(2) to repay Indebtedness constituting Second Lien Obligations (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) (provided that (x) to the extent that the terms of Second Lien Obligations other than the Second Lien Note Obligations and other than any capital markets debt securities require that such Second Lien Obligations are repaid with the Net Cash Proceeds of Asset Sales prior to repayment of other Indebtedness, the Issuers shall be entitled to repay such other Second Lien Obligations prior to repaying the Obligations under the notes and (y) subject to the foregoing clause (x), if the Issuers or any Note Guarantor shall so reduce Second Lien Obligations, the Issuers will equally and ratably reduce Obligations under the notes through

 

169

Table of Contents

open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of notes),

(3) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of Holdings), assets, or property or capital expenditures, in each case used or useful in a Similar Business,

(4) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of Holdings), properties or assets that replace the properties and assets that are the subject of such Asset Sale, or

(5) any combination of the foregoing.

provided that Holdings and its Restricted Subsidiaries will be deemed to have complied with the provisions described in clauses (3) and (4) of this paragraph if and to the extent that, within 365 days after the Asset Sale that generated the Net Cash Proceeds, the Issuers have entered into and not abandoned or rejected a binding agreement to acquire the assets or Capital Stock of a Similar Business, make an Investment in Replacement Assets or make a capital expenditure in compliance with the provision described in clauses (3) and (4) of this paragraph, and that acquisition, purchase or capital expenditure is thereafter completed within 180 days after the end of such 365-day period.

Pending the final application of any such Net Cash Proceeds, Holdings or such Restricted Subsidiary of the Issuers may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents or Investment Grade Securities. Any Net Cash Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the two preceding paragraphs (it being understood that any portion of such Net Cash Proceeds used to make an offer to purchase notes, as described in clause (1) above, shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuers shall make an offer to all holders of notes (and, at the option of the Issuers, to holders of any Second Lien Obligations) (an “Asset Sale Offer”) to purchase the maximum principal amount of notes (and such Second Lien Obligations), that is at least $2,000 and an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event such Second Lien Obligations were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and additional interest, if any (or, in respect of such Second Lien Obligations, such lesser price, if any, as may be provided for by the terms of such Second Lien Obligations), to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceeds $50.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee. To the extent that the aggregate amount of notes (and such Second Lien Obligations) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of notes (and such Second Lien Obligations) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the notes to be purchased in the manner described below. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

If more notes (and such Second Lien Obligations) are tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase, selection of such notes for purchase will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such notes are listed, or if such notes are not so listed, on a pro rata basis or by lot or such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no notes of $2,000 or less shall be purchased in part. Selection of such Second Lien Obligations will be made pursuant to the terms of such Second Lien Obligations.

Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, or sent electronically, at least 30 but not more than 60 days before the purchase date to each holder of notes at such holder’s registered address. If any note is to be purchased in part only, any notice of purchase that relates to such note shall state the portion of the principal amount thereof that has been or is to be purchased.

 

170

Table of Contents

Transactions with Affiliates. The Indenture will provide that Holdings will not, and will not permit any Restricted Subsidiaries of Holdings to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Holdings (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $15.0 million, unless:

(a) such Affiliate Transaction is on terms that are not materially less favorable to Holdings or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with an unrelated Person; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, the Issuers deliver to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuers or any other direct or indirect parent of the Company approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (a) above.

The foregoing provisions will not apply to the following:

(1)(a) transactions between or among Holdings and/or any of the Restricted Subsidiaries of Holdings (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and (b) any merger or consolidation of Holdings or any direct parent company of Holdings, provided that such parent company shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of Holdings and such merger or consolidation is otherwise in compliance with the terms of the Indenture and effected for a bona fide business purpose;

(2)(a) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and (b) Permitted Investments;

(3) the payment of reasonable and customary fees and reimbursements paid to, and indemnity and similar arrangements provided on behalf of, officers, directors, employees or consultants of Holdings or any Restricted Subsidiary or any direct or indirect parent of Holdings;

(4) transactions in which Holdings or any of the Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to Holdings or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

(5) payments or loans (or cancellation of loans, advances or guarantees) or advances to employees or consultants or guarantees in respect thereof for bona fide business purposes in the ordinary course of business;

(6) any agreement as in effect as of the Issue Date or any transaction contemplated thereby;

(7) the existence of, or the performance by Holdings or any of its Restricted Subsidiaries of its obligations under the terms of any stockholders or similar agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date, and any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by Holdings or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the holders of the notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date;

(8)(a) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, which are fair to Holdings and the Restricted Subsidiaries of Holdings in the reasonable determination of Holdings, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business;

(9) any transaction effected as part of a Qualified Receivables Financing;

(10) the sale or issuance of Equity Interests (other than Disqualified Stock) of Holdings;

 

171

Table of Contents

(11) the payment of annual management, consulting, monitoring and advisory fees to the Sponsor pursuant to the Management Agreement to the Sponsor in an aggregate amount in any fiscal year not to exceed $5.0 million, plus all out-of-pocket reasonable expenses Incurred by the Sponsor or any of its Affiliates in connection with the performance of management, consulting, monitoring, advisory or other services with respect to Holdings and its Restricted Subsidiaries;

(12) payments by Holdings or any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are (x) made pursuant to agreements with the Sponsor as in effect on the Issue Date or (y) approved by a majority of the Board of Directors of Holdings or any direct or indirect parent of Holdings in good faith;

(13) any contribution to the capital of Holdings or any Restricted Subsidiary;

(14) transactions permitted by, and complying with, the provisions of the covenant described under “—Merger, Consolidation or Sale of All or Substantially All Assets”;

(15) transactions between Holdings or any of its Restricted Subsidiaries and any Person, a director of which is also a director of Holdings or any direct or indirect parent of Holdings; provided, however, that such director abstains from voting as a director of Holdings or such direct or indirect parent of Holdings, as the case may be, on any matter involving such other Person;

(16) pledges of Equity Interests of Unrestricted Subsidiaries;

(17) any employment agreements entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(18) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of Holdings or any direct or indirect parent of Holdings or of a Restricted Subsidiary of Holdings, as appropriate, in good faith;

(19) the entering into of any tax sharing agreement or arrangement and any payments permitted by clause (12) of the second paragraph of the covenant described under “—Limitation on Restricted Payments”;

(20) transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions;

(21) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by the Issuers or any of their Restricted Subsidiaries with current, former or future officers and employees of the Issuer, Holdings or any of their respective Restricted Subsidiaries and the payment of compensation to officers and employees of the Issuer, Holdings or any of their respective Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business;

(22) transactions with a Person that is an Affiliate of the Issuers solely because the Issuers, directly or indirectly, own Equity Interests in, or control, such Person entered into in the ordinary course of business;

(23) transactions pursuant to any contracts, instruments or other agreements or arrangements in each case as in effect on the date of the Indenture, and any transactions contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangement as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and their Restricted Subsidiaries at the time executed than the original agreement or arrangement as in effect on the date of the Indenture; and

(24) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Issuers or any of their Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; and

(25) transactions in which the Issuers or any of their Restricted Subsidiaries, as the case may be, deliver to the trustee a letter from an independent financial advisor stating that such transaction is fair to the Issuers or such Restricted Subsidiary from a financial point of view or meets the requirements of prong (a) of the previous paragraph of this covenant.

 

172

Table of Contents

Liens. The Indenture will provide that Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien (other than Permitted Liens) on any asset or property of Holdings or such Restricted Subsidiary.

Reports and Other Information. The Indenture will provide that notwithstanding that Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Holdings will file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC),

(1) within 90 days after the end of each fiscal year (or such longer period as may be permitted by the SEC if Holdings were then subject to such SEC reporting requirements as a non-accelerated filer), the information included in annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form) including, without limitation, a management’s discussion and analysis of financial information,

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such longer period as may be permitted by the SEC if Holdings were then subject to such SEC reporting requirements as a non-accelerated filer), the information included in quarterly reports on Form 10-Q containing the information required to be contained therein (or any successor or comparable form) including, without limitation, a management’s discussion and analysis of financial information, and

(3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (of any successor or comparable form);

provided, however, that Holdings shall not be so obligated to file such reports with the SEC prior to the date that it files a registration statement with the SEC, or in the event that the SEC does not permit such filing, in which event Holdings will put such information on its website, in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that until such time as Holdings is subject to Section 13 or 15(d) of the Exchange Act: such reports shall not be required to contain any exhibit, or comply with (i) Item 10(e) of Regulation S-K promulgated by the SEC, (ii) Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC; and (b) such reports shall not be required to contain the separate financial statements contemplated by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC. In addition, annual and quarterly reports provided pursuant to clauses (1) and (2) above shall include in footnote form, condensed consolidating financial information together with the with separate columns for: (i) Holdings; (ii) the Issuers; (iii) Note Guarantors (other than Holdings) on a combined basis; and (iv) any other Subsidiaries of Holdings on a combined basis; (v) consolidating adjustments; and (vi) the total consolidated amounts.

In addition, Holdings will make such information available to prospective investors upon request. In addition, Holdings have agreed that, for so long as any notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Notwithstanding the foregoing, Holdings will be deemed to have furnished such reports referred to above to the Trustee and the holders of the notes if Holdings have filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. In addition, such requirements shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the notes or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in the first paragraph of this covenant.

Holdings will also hold quarterly conference calls for the holders of the notes to discuss financial information for the previous quarter. The conference call will be following the last day of each fiscal quarter of Holdings and not later than ten Business Days from the time that Holdings distribute the financial information as set forth in clauses (1) or (2) above, as applicable. No fewer than two days prior to the conference call, Holdings shall post to their website the time and date of such conference call and providing instructions for holders, securities analysts and prospective investors to obtain access to such call.

In the event that any direct or indirect parent of Holdings is or becomes a Note Guarantor, the Indenture will permit Holdings to satisfy their obligations in this covenant with respect to financial information relating to Holdings by furnishing financial information relating to such direct or indirect parent.

 

173

Table of Contents

Future Guarantors. Subject to the requirements to provide certain guarantees within the 60 Day Post-Closing Period, the Indenture will provide that if Holdings acquires or creates any Restricted Subsidiary after the Issue Date (unless such Subsidiary is a Foreign Subsidiary that is not a guarantor under the Credit Agreement nor any capital markets debt of an Issuer or a Note Guarantor, a Receivables Subsidiary or is already a Note Guarantor) that guarantees any Indebtedness of Holdings, the Issuers or any other Note Guarantor, Holdings shall cause such Subsidiary, within 20 Business Days of the date that such Indebtedness has been guaranteed, to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will become a Note Guarantor under the Indenture governing the notes.

Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Each Note Guarantee shall be released in accordance with the provisions of the Indenture described under “—Note Guarantees.”

Merger, Consolidation or Sale of All or Substantially All Assets

The Indenture will provide that neither Issuer may consolidate or merge with or into or wind up into (whether or not such Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:

(1) such Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Company”) and, if such entity is not a corporation, a co-obligor of the notes is a corporation organized or existing under such laws;

(2) the Successor Company (if other than such Issuer) expressly assumes all the obligations of such Issuer under the Indenture, the notes and the Security Documents pursuant to supplemental indentures or other documents or instruments;

(3) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing;

(4) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either

(a) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or

(b) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for Holdings and its Restricted Subsidiaries immediately prior to such transaction;

(5) if the Successor Company is other than such Issuer, each Note Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Person’s obligations under the Indenture and the notes; and

(6) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an opinion of counsel stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with the Indenture.

 

174

Table of Contents

The Successor Company (if other than such Issuer) will succeed to, and be substituted for, the Issuer under the Indenture, the notes and the Security Documents, and in such event the Issuer will automatically be released and discharged from its obligations under the Indenture, the notes and the Security Documents. Notwithstanding the foregoing clauses (3) and (4), (a) an Issuer may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to Holdings, the other Issuer or to any Restricted Subsidiary and (b) an Issuer may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Issuer in another state of the United States, the District of Columbia or any territory of the United States and (c) the Transactions may occur so long as the amount of Indebtedness of such Issuer and its Restricted Subsidiaries is not increased thereby (any transaction described in this sentence, a “Specified Merger/Transfer Transaction”).

The Indenture will further provide that subject to certain limitations in the Indenture governing release of a Note Guarantee upon the sale or disposition of Holdings or its Restricted Subsidiary (other than to an Issuer) that is a Note Guarantor, each Note Guarantor will not, and Holdings will not permit any Note Guarantor to, consolidate or merge with or into or wind up into (whether or not such Note Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (herein called the “Successor Guarantor”) (other than the Transactions) unless:

(1) such sale or disposition or consolidation or merger is not in violation of the covenant described under “—Certain Covenants—Asset Sales”;

(2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing; and

(3) the Successor Guarantor (if other than such Note Guarantor) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an opinion of counsel stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.

Subject to certain limitations described in the Indenture, the Successor Guarantor will succeed to, and be substituted for, such Note Guarantor under the Indenture and such Note Guarantor’s Note Guarantee, and such Note Guarantor will automatically be released and discharged from its obligations under the Indenture and such Note Guarantor’s Note Guarantee. Notwithstanding the foregoing, (1) a Note Guarantor may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Note Guarantor in another state of the United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness of the Note Guarantor is not increased thereby, (2) a Note Guarantor may merge or consolidate with another Note Guarantor or the Issuers and (3) a Note Guarantor may convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Note Guarantor.

Defaults

An Event of Default will be defined in the Indenture with respect to a series of notes as:

(1) a default in any payment of interest on any note of such series when the same becomes due and payable and such default continues for a period of 30 days,

(2) a default in the payment of principal or premium, if any, of any note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise,

(3) failure by Holdings or any of its Restricted Subsidiaries to comply with the provisions described under the captions “—Change of Control,” or “—Merger, Consolidation or Sale of All or Substantially All Assets” or the provisions described in the third paragraph under the caption “—Note Guarantees” for 30 days after written notice by the trustee or holders representing 25% or more of the aggregate principal amount of notes outstanding,

(4) the failure by Holdings or any of its Restricted Subsidiaries to comply for 60 days after written notice with its other agreements contained in the notes or the Indenture,

(5) the failure by Holdings or any Significant Subsidiary of Holdings to pay any Indebtedness (other than Indebtedness owing to Holdings or its Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $50.0 million or its foreign currency equivalent (the “cross acceleration provision”),

 

175

Table of Contents

(6) certain events of bankruptcy or insolvency of Holdings or a Significant Subsidiary of Holdings (the “bankruptcy provisions”),

(7) failure by Holdings or any Significant Subsidiary of Holdings to pay final and non-appealable judgments aggregating in excess of $50.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days and, in the event, such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed (the “judgment default provision”),

(8) the Note Guarantee of a Significant Subsidiary of Holdings ceases to be in full force and effect in any material respect (except as contemplated by the terms thereof) or any such Note Guarantor denies or disaffirms its obligations under such Indenture or any Note Guarantee and such Default continues for 21 days after notice of such Default shall have been given to the Trustee,

(9) unless all of the Collateral has been released in accordance with the provisions of the Security Documents from the Liens granted thereunder, an Issuer shall assert or any Note Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any such Person that is a Subsidiary of Holdings, Holdings fails to cause such Subsidiary to rescind such assertions within 30 days after Holdings has actual knowledge of such assertions, or

(10) the failure by an Issuer or any Note Guarantor to comply for 60 days after written notice with its other agreements contained in the Security Documents except for a failure that would not be material to the holders of the notes and would not materially affect the value of the Collateral taken as a whole (together with the defaults described in clauses (9) and (10), the “security default provisions”).

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

However, a default under clause (3), (4) or (10) will not constitute an Event of Default until the Trustee or the holders of 25% of the aggregate principal amount of outstanding notes notify the Issuers of the default and the Issuers do not cure such default within the time specified in clause (3), (4) or (10) hereof after receipt of such notice.

If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers) and is continuing, the Trustee or the holders of at least 25% of the aggregate principal amount of outstanding notes by notice to the Issuers may declare the principal of, premium, if any, and accrued but unpaid interest on all the notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers occur, the principal of, premium, if any, and interest on all the notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances, the holders of a majority in principal amount of outstanding notes may rescind any such acceleration with respect to the notes and its consequences.

In the event of any Event of Default specified in clause (5) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the notes, if within 20 days after such Event of Default arose the Issuers deliver an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the notes as described above be annulled, waived or rescinded upon the happening of any such events.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the Indenture or the notes unless:

(1) such holder has previously given the Trustee notice that an Event of Default is continuing,

(2) holders of at least 25% of the aggregate principal amount of the outstanding notes have requested the Trustee to pursue the remedy,

 

176

Table of Contents

(3) such holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense,

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity, and

(5) the holders of a majority in principal amount of the outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Amendment, Supplement and Waiver

Subject to certain exceptions, the Indenture, the notes, the Note Guarantees, the Security Documents and the Second Lien Intercreditor Agreement may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes) and any existing or past default or compliance with any provisions of such documents may be waived with the consent of the holders of a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with purchase of, or tender offer or exchange offer for, notes). However, without the consent of each holder of an outstanding note affected, no amendment may (with respect to any notes held by a non-consenting holder):

(1) reduce the percentage of the aggregate principal amount of notes whose holders must consent to an amendment,

(2) reduce the rate of or extend the time for payment of interest on any note,

(3) reduce the principal of or change the Stated Maturity of any note,

(4) reduce the premium payable upon the redemption of any note or change the time at which any note may be redeemed as described under “—Optional Redemption,”

(5) make any note payable in money other than that stated in such note,

(6) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s notes,

(7) make any change in the amendment provisions that require each holder’s consent or in the waiver provisions,

(8) expressly subordinate the notes or any Note Guarantee or otherwise modify the ranking thereof to any other Indebtedness of the Issuers or any Note Guarantor, or

(9) modify the Note Guarantees in any manner adverse to the holders.

Without the consent of the holders of at least two-thirds in aggregate principal amount of the notes then outstanding, no amendment or waiver (i) may release all or substantially all of the Collateral from the Lien of the Indenture and the Security Documents with respect to the notes or (ii) make any change in the provisions in the Second Lien Intercreditor Agreement or the Indenture dealing with the application of proceeds of Collateral that would adversely affect the holders of the notes.

Notwithstanding the foregoing, without the consent of any holder, the Issuers and Trustee may amend the Indenture, the note, the Note Guarantees, any Security Document or the Second Lien Intercreditor Agreement to cure any ambiguity, omission, mistake, defect or inconsistency, to provide for the assumption by a Successor Company of the obligations of the Issuer under the Indenture and the notes, to provide for the assumption by a Successor Note Guarantor of the obligations of a Note Guarantor under the Indenture and its Note Guarantee, to provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code), to add or release a Note Guarantee with respect to the notes in accordance with the terms of the Indenture and to comply with the provisions described under “—Guarantees,” to add additional assets as Collateral, to release Collateral from the Lien pursuant to the Indenture, the Security Documents and the Second Lien Intercreditor Agreement when permitted or required by the Indenture, the Security Documents and the Second Lien Intercreditor

 

177

Table of Contents

Agreement, to modify the Security Documents and/or the Second Lien Intercreditor Agreement to secure additional extensions of credit and add additional secured creditors holding other Second Lien Obligations or junior lien Obligations of the Issuers or any Note Guarantor so long as such other Second Lien Obligations or junior lien Obligations are not prohibited by the provisions of the Credit Agreement, Indenture and any other relevant agreement to add to the covenants of Holdings for the benefit of the holders or to surrender any right or power conferred upon Holdings, to make any change that does not adversely affect the rights of any holder or that would provide any additional rights or benefits to the holders to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA to effect any provision of the Indenture, to make certain changes to the Indenture to provide for the issuance of additional notes (and the grant of security for the benefit of the additional notes); conform the text of the Indenture, the notes, the Note Guarantees or any security document to any provision of this Description of Senior Secured Second Lien Notes to the extent that such provision in this Description of Senior Secured Second Lien Notes was intended to be a verbatim recitation of the Indenture, the notes, the Note Guarantees or any security document; evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture, or evidence and provide for a successor or replacement Second Lien Collateral Agent under the Indenture and Security Documents; make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents; mortgage, pledge, hypothecate or grant a security interest in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the holders of the notes as additional security for the payment and performance of the Issuer’s and any Note Guarantor’s obligations under the Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Second Lien Collateral Agent in accordance with the terms of the Indenture or otherwise; provide for the succession of any parties to the Indenture and Security Documents (and other amendments that are administrative or ministerial in nature), including, the replacement of the Second Lien Collateral Agent under the Second Lien Intercreditor Agreement, in connection with any incurrence of additional secured obligations or an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of the Indenture and the relevant security document; provide for a reduction in the minimum denominations of the notes; make any amendment to the provisions of the Indenture relating to the transfer and legending of notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the notes, provided that compliance with the Indenture as so amended may not result in notes being transferred in violation of the Securities Act or any applicable securities laws; provide for the assumption by one or more successors of the obligations of any of the Note Guarantors under the Indenture and the Note Guarantees; or comply with the rules of any applicable securities depositary.

The consent of the holders of the notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or holder of any equity interests in the Issuers or Holdings or any other direct or indirect parent or any Note Guarantor, as such, will have any liability for any obligations of the Issuers or the Note Guarantors under the notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Transfer and Exchange

A noteholder may transfer or exchange notes in accordance with the Indenture. Upon any transfer or exchange, the registrar and the Trustee may require a noteholder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a noteholder to pay any taxes required by law or permitted by the Indenture. The Issuers are not required to transfer or exchange any note selected for redemption or to transfer or exchange any note for a period of 15 days prior to a selection of notes to be redeemed or tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer. The notes will be issued in registered form and the registered holder of a note will be treated as the owner of such note for all purposes.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all outstanding notes when:

(1) either (a) all the notes theretofore authenticated and delivered (except lost stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by an Issuer and thereafter repaid to an Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the notes (i) have become due and payable, (ii) will become due and payable at their stated maturity within one year or (iii) if redeemable at the option of the Issuers, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and an Issuer or any Note Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the notes not theretofore delivered to

 

178

Table of Contents

the Trustee for cancellation, for principal of, premium, if any, and interest on the notes to the date of deposit together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

(2) the Issuers and/or the Note Guarantors have paid all other sums payable under the Indenture; and

(3) the Issuers have delivered to the Trustee an Officer’s Certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

The Collateral will be released from the lien securing the notes, as provided in the Indenture and Security Documents upon a satisfaction and discharge in accordance with the provisions described above.

Defeasance

The Issuers at any time may terminate all their obligations and all obligations of the Note Guarantors under the notes and the Indenture (“legal defeasance”) and cure all then existing Events of Default, except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes. The Issuers at any time may terminate their obligations under certain covenants that are described in the Indenture, including the covenants described under “—Certain Covenants,” the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries and the judgment default provision and the security default provisions described under “—Defaults” and the undertakings and covenants contained under “—Change of Control” and “—Merger, Consolidation or Sale of All or Substantially All Assets” (“covenant defeasance”). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor will be released from all of its obligations with respect to its Note Guarantee and the Security Documents.

The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the notes may not be accelerated because of an Event of Default specified in clause (3), (4), (5) (with respect to any Default by the Issuers or any of their Restricted Subsidiaries with any of its obligations under the covenants described under “—Certain Covenants”), (6), (7) (with respect only to Significant Subsidiaries), (8), (9) or (10) under “—Defaults”.

In order to exercise either defeasance option, the Issuers must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations for the payment of principal, premium (if any) and interest on the applicable issue of notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an opinion of counsel to the effect that holders of the notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or change in applicable Federal income tax law). Notwithstanding the foregoing, the opinion of counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Concerning the Trustee

Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB) is the Trustee under the Indenture and has been appointed by the Issuers as Registrar and a Paying Agent with regard to the notes.

Governing Law

The Indenture will provide that it and the notes will be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

“Acquired Indebtedness” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of such specified Person, and

 

179

Table of Contents

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Second Lien Obligations” has the meaning given such term by the Second Lien Intercreditor Agreement.

“Additional Senior Obligations” has the meaning given such term by the Second Lien Intercreditor Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means, with respect to any note on any applicable redemption date, the greater of:

(1) 1.0% of the then outstanding principal amount of the note; and

(2) the excess of

(a) the present value at such redemption date of (i) the redemption price of the note at October 1, 2014 (such redemption price being set forth in the applicable table appearing above under the caption “—Optional Redemption”) plus (ii) all required interest payments due on the note through October 1, 2014 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the then outstanding principal amount of the note.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a related transactions) of property or assets (including by way of a Sale/Leaseback Transaction) of Holdings or any Restricted Subsidiary of Holdings (each referred to in this definition as a “disposition”) or

(2) the issuance or sale of Equity Interests (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary of Holdings (other than to Holdings or another Restricted Subsidiary of Holdings) (whether in a single transaction or a series of related transactions), in each case other than:

(a) a sale, exchange or other disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete, damaged, unnecessary, unsuitable or worn out equipment in the ordinary course of business;

(b) the sale, conveyance or other disposition of all or substantially all of the assets of Holdings in a manner pursuant to the provisions described above under “—Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control;

(c) any Permitted Investment or Restricted Payment that is permitted to be made, and is made, under the covenant described above under “—Certain Covenants—Limitation on Restricted Payments”;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary with an aggregate Fair Market Value of less than $15.0 million;

(e) any transfer or disposition of property or assets by a Restricted Subsidiary of Holdings to Holdings or by Holdings or a Restricted Subsidiary of Holdings to a Restricted Subsidiary of Holdings;

(f) sales of assets received by Holdings or any of its Restricted Subsidiary upon the foreclosure on a Lien;

(g) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(h) the sale, lease, assignment, license or sublease of inventory, equipment, accounts receivable or other current assets held for sale in the ordinary course of business including, without limitation, any collateral;

(i) the lease, assignment or sublease of any real or personal property in ordinary course of business;

 

180

Table of Contents

(j) a sale of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions;

(k) a transfer of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing;

(l) any exchange of assets for assets (including a combination of assets and Cash Equivalents) related to a Similar Business of comparable or greater market value or usefulness to the business of Holdings and its Restricted Subsidiaries as a whole, as determined in good faith by the Issuer, which in the event of an exchange of assets with a Fair Market Value in excess of (1) $25.0 million shall be evidenced by an Officer’s Certificate, and (2) $50.0 million shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Issuers;

(m) the grant in the ordinary course of business of any license or sub-license of patents, trademarks, know-how and any other intellectual property;

(n) any sale or other disposition deemed to occur with creating, granting or perfecting a Lien not otherwise prohibited by the Indenture or the note documents;

(o) the surrender or waiver or contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business;

(p) foreclosures, condemnations or any similar action on assets; and

(q) the sale (without recourse) of receivables (and related assets) pursuant to factoring arrangements entered into in the ordinary course of business.

“Board of Directors” means as to any Person, the board of directors or managers, sole member or managing member, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duty authorized committee thereof.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with IFRS-EU.

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Issuer or any Note Guarantor described in the definition of “Contribution Indebtedness.”

“Cash Equivalents” means:

(1) U.S. dollars, pounds sterling, euros, the national currency of any participating member state of the European Union or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

 

181

Table of Contents

(2) securities issued or directly and fully guaranteed or insured by the government of the United States or any country that is a member of the European Union or any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500 million, or the foreign currency equivalent thereof, and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper issued by a corporation (other than an Affiliate of Holdings) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

(6) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7) Indebtedness issued by Persons (other than the Sponsor or any of its Affiliates) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition;

(8) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above; and

(9) instruments equivalent to those referred to in clauses (1) through (7) above denominated in Euro or pound sterling or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with (a) any business conducted by any Restricted Subsidiary organized in such jurisdiction or (b) any Investment in the jurisdiction where such Investment is made.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“COLI Loan” means those certain loans borrowed from time to time by The Gates Corporation against group life insurance policies from Mass Mutual (or any successor thereto) and the associated group life insurance policies.

“Collateral” has the meaning set forth in the Indenture and Collateral Documents.

“Consolidated Interest Expense” means, with respect to any Person and its Restricted Subsidiaries for any period, the sum, without duplication, of:

(1) interest expense of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate Hedging Obligations and excluding amortization of deferred financing fees and expensing of any bridge or other financing fees, the non-cash portion of interest expense resulting from the reduction in the carrying value under purchase accounting of the Issuer’s outstanding Indebtedness and commissions, discounts, yield and other fees and charges (including any interest but excluding the interest component associated with COLI Loans and any pension or other post-employment benefit expense) related to any Receivables Financing); and

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued;

less interest income for such period;

provided that, for purposes of calculating Consolidated Interest Expense, no effect shall be given to any interest expense associated with the Loan Notes, or interest income earned on amounts in the Loan Note Escrow Agreement, or the discount and/or premium resulting from the bifurcation of derivatives under FASB ASC 815 and related interpretations as a result of the terms of the Indebtedness to which such Consolidated Interest Expense relates.

 

182

Table of Contents

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS-EU.

“Consolidated Net Income” means, with respect to Holdings and its Restricted Subsidiaries for any period, the aggregate of the Net Income of Holdings and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that:

(1) any net after-tax extraordinary, nonrecurring, non-operating or unusual gains or losses or income or expenses (including the effect of all fees and expenses relating thereto), including, without limitation, any expenses related to any reconstruction, any severance or relocation expenses and fees, any restructuring costs, any retention payments, any expenses or charges related to any Equity Offering, Permitted Investment, acquisition (including earn-out provisions) or Indebtedness permitted to be Incurred by the Indenture (in each case, whether or not successful) and any fees, expenses, charges or payments made under or contemplated by the Scheme or otherwise related to the Transactions, shall be excluded;

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(3) any net after-tax income or loss from discontinued operations and any net after-tax gains or loss on disposal of discontinued operations shall be excluded;

(4) any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Issuers) shall be excluded;

(5) any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded;

(6) the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting (other than a Note Guarantor), shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to Holdings or a Restricted Subsidiary thereof in respect of such period;

(7) solely for the purpose of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph of “—Certain Covenants—Limitation on Restricted Payments,” the Net Income for such period of any Restricted Subsidiary (other than any Note Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that (x) the net loss of any such Restricted Subsidiary shall be included therein and (y) the Consolidated Net Income of Holdings shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to Holdings, to the extent not already included therein;

(8) an amount equal to the amount of tax distributions actually made to the holders of Capital Stock of such Person or any parent company of such Person in respect of such period in accordance with clause (12) of the second paragraph under “—Certain Covenants—Limitation on Restricted Payments” shall be included as though such amounts had been paid as income taxes directly by such Person for such period;

(9) any non-cash impairment charges, goodwill write-off or asset write-off resulting from the application of IFRS-EU, and the amortization of intangibles arising under IFRS-EU, shall be excluded;

(10) any non-cash compensation expense realized from employee benefit plans or other post-employment benefit plans, grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded;

(11)(a) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense that exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by IFRS-EU shall be excluded;

(12) unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness resulting from the application of IFRS-EU shall be excluded;

 

183

Table of Contents

(13) any (a) severance or relocation costs or expenses, (b) one-time non-cash compensation charges, (c) the costs and expenses after the Issue Date related to employment of terminated employees, or (d) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Issue Date of officers, directors and employees, in each case of Holdings or any of its Restricted Subsidiaries, shall be excluded;

(14) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to Holdings and its Restricted Subsidiaries) in amounts required or permitted by IFRS-EU (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, post-employment benefits, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings and the Restricted Subsidiaries), resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof shall be excluded;

(15) accruals and reserves, contingent liabilities, and any gains and losses on the settlement of any pre-existing contractual or non-contractual relationships as a result of the Transactions that are established or adjusted within 12 months after the Issue Date and that are so required to be established or adjusted in accordance with IFRS-EU or as a result of adoption or modification of accounting policies shall be excluded; and

(16) solely for purposes of calculating EBITDA, the Net Income of Holdings and its Restricted Subsidiaries shall be calculated without deducting the income attributable to, or adding the losses attributable to, the minority equity interests of third parties in any non-Wholly Owned Restricted Subsidiary except to the extent of dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties shall be included.

Notwithstanding the foregoing, for the purpose of the covenant described under “—Certain Covenants—Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries of Holdings or a Restricted Subsidiary of Holdings to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such covenant pursuant to clauses (c)(5) and (6) of the first paragraph thereof.

“Consolidated Non-cash Charges” means, with respect to Holdings and its Restricted Subsidiaries for any period, the aggregate depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment, compensation, rent and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with IFRS-EU; provided that if any non-cash charges referred to in this definition represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to such extent paid.

“Consolidated Senior Secured Debt Ratio” as of any date of determination means the ratio of (1) (x) Consolidated Total Indebtedness of Holdings and its Restricted Subsidiaries that is secured by a Lien minus (y) the aggregate amount of cash and Cash Equivalents (which shall be free and clear of any Liens) of Holdings and its Restricted Subsidiaries determined on a consolidated basis as reflected on the balance sheet in accordance with IFRS-EU, in each case of clause (x) and (y) as of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case, with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio” (except that, for purposes of determining the amount of Consolidated Total Indebtedness pursuant to clause (1) of this definition, the amount of revolving Indebtedness under the Credit Agreement and any other revolving credit facility shall be computed based upon the period-ending value of such Indebtedness during the applicable period).

 

184

Table of Contents

“Consolidated Taxes” means, with respect to Holdings and its Restricted Subsidiaries any Person and its Restricted Subsidiaries on a consolidated basis for any period, provision for taxes based on income, profits or capital, including, without limitation, state franchise and similar taxes, and including an amount equal to the amount of tax distributions actually made to the holders of Capital Stock of such Person or any direct or indirect parent of such Person in respect of such period in accordance with clause (12) of the second paragraph under “—Certain Covenants—Limitation on Restricted Payments,” which shall be included as though such amounts had been paid as income taxes directly by such Person.

“Consolidated Total Indebtedness” means, as of any date of determination, the aggregate principal amount of Indebtedness of Holdings and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis, to the extent required to be recorded on a balance sheet in accordance with IFRS-EU, consisting of Indebtedness for borrowed money, Capitalized Lease Obligations and debt obligations evidenced by promissory notes or similar instruments.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation; or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contribution Indebtedness” means Indebtedness of the Issuers or any Note Guarantor in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of Holdings after the Issue Date, provided that:

(1) such Contribution Indebtedness shall be Indebtedness with a Stated Maturity later than the Stated Maturity of the notes, and

(2) such Contribution Indebtedness (a) is Incurred within 210 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officer’s Certificate on the Incurrence date thereof.

“Credit Agreement” means (i) the credit agreement entered into on July 27, 2010, among the Issuers, Holdings, certain Subsidiaries of Holdings, the financial institutions named therein and Citibank, N.A., as Administrative Agent, Banc of America Securities LLC, as syndication agent, as amended and restated on August 6, 2010, as further amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by the Company to be included in the definition of “Credit Agreement,” one or more (A) debt facilities, indentures or commercial paper facilities providing for revolving credit loans, term loans, notes, debentures, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, increased, replaced or refunded in whole or in part from time to time.

“Credit Agreement Collateral Agent” means Citibank N.A., in its capacity as collateral agent for the lenders and other secured parties under the Credit Agreement, together with its successors and permitted assigns under the Credit Agreement.

“Credit Agreement Indebtedness” means any Indebtedness under a Credit Agreement that is secured by a Permitted Lien incurred or deemed incurred pursuant to clause (6) of the definition of Permitted Liens with respect to Indebtedness incurred pursuant to clause (a) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

 

185

Table of Contents

“Default” means any event which is, or after notice or passage of time or would be, an Event of Default.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuers or one of their Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of Holdings or any direct or indirect parent of Holdings, as applicable (other than Disqualified Stock), that is issued for cash (other than to Holdings or any of the Subsidiaries or an employee stock ownership plan or trust established by Holdings or any of the Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (c) of the first paragraph of the covenant described under “—Certain Covenants—Limitation on Restricted Payments.”

“Discharge” means, with respect to any Obligations, the payment in full and discharge of all such Obligations and the termination of any commitments or other obligations to extend additional credit. The term “Discharged” shall have a corresponding meaning.

“Disqualified Stock” means any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, in each case at the option of the holder thereof), or upon the happening of any event:

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock than the asset sale and change of control provisions applicable to the notes and any purchase requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable to the notes (including the purchase of any notes tendered pursuant thereto)),

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock, or

(3) is redeemable at the option of the holder thereof, in whole or in part,

in each case prior to 91 days after the maturity date of the notes; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of Holdings or the Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuers in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“EBITDA” means, with respect to Holdings and its Restricted Subsidiaries for any period, the Consolidated Net Income of Holdings and its Restricted Subsidiaries for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

(1) Consolidated Taxes; plus

(2) Consolidated Interest Expense; plus

(3) Consolidated Non-cash Charges; plus

(4) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsor (or any accruals relating to such fees and related expenses) during such period to the extent otherwise permitted by the covenant described under “—Certain Covenants—Transactions with Affiliates”; plus

(5) any expenses or charges (other than Consolidated Non-cash Charges) related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the Incurrence or repayment of Indebtedness permitted to be Incurred by the Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering and/or issuance of the notes, (ii) any amendment or other modification of the notes or other Indebtedness, (iii) any additional interest in respect of the notes and (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Receivables Financing; plus

(6) the amount of loss on sale of receivables and related assets to a Receivables Subsidiary in connection with a Qualified Receivables Financing; plus

 

186

Table of Contents

(7) any costs or expense Incurred pursuant to any management equity plan or stock option plan or other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Issuers or a Note Guarantor or the net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the amount available for Restricted Payments under clause (c)(1) of the first paragraph of “—Certain Covenants—Limitation on Restricted Payments”; plus

(8) any ordinary course dividend, distributions or other payment paid in cash and received from any Person in excess of amounts included in clause (7) pursuant to the definition of “Consolidated Net Income”; plus/minus

(9) gains or losses due solely to fluctuations in currency values and the related tax effects; plus/minus

(10) gains or losses due to the net after-tax effect of clause (1), (3) and (4) in the definition “Consolidated Net Income” in calculating Consolidated Net Income;

less, without duplication, non-cash items increasing Consolidated Net Income for such period (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period).

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale after the Issue Date of common stock or Preferred Stock of Holdings or any direct or indirect parent of the Issuers, as applicable (other than Disqualified Stock), other than:

(1) public offerings with respect to such Person’s common stock registered on Form S-8;

(2) issuance to any Restricted Subsidiary of Holdings; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Contributions” means the net cash proceeds and Cash Equivalents received by or contributed to the Issuers or the Note Guarantors after the Issue Date from:

(1) contributions to its common or preferred equity capital, and

(2) the sale (other than to Holdings or a Restricted Subsidiary or management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of Holdings or any direct or indirect parent,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by an Officer of the Issuers, the proceeds of which are excluded from the calculation set forth in clause (c) of the first paragraph of “—Certain Covenants—Limitation on Restricted Payments.”

“Existing Notes” means the Medium Term Notes to the extent outstanding on the Issue Date.

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by the Issuers or Holdings.

“Fixed Charge Coverage Ratio” means, with respect to Holdings and its Restricted Subsidiaries for any period, the ratio of EBITDA of Holdings and its Restricted Subsidiaries for such period to the Fixed Charges of Holdings and its Restricted Subsidiaries for such period. In the event that Holdings or any of its Restricted Subsidiaries Incurs or redeems any Indebtedness (other than in the case of revolving credit borrowings or revolving advances under any Qualified Receivables Financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of Indebtedness, or such issuance or redemption of Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers (including the Transactions), consolidations and discontinued operations (as determined in accordance with IFRS-EU), in each case with respect to an operating unit of a business, and operational changes, that Holdings or any of its Restricted Subsidiaries has both determined to make and made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or

 

187

Table of Contents

prior to or simultaneously with the Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers (including the Transactions), consolidations, discontinued operations and operational changes (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became Holdings or Restricted Subsidiary or was merged with or into Holdings or any Restricted Subsidiary since the beginning of such period shall have made or effected any Investment, acquisition, disposition, merger, consolidation or discontinued operation, in each case with respect to an operating unit of a business, or operational change that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation, or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuers to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings and operating expense reductions for which specified actions are taken or committed to be taken within 12 months after the closing date of such pro forma event and have been realized or are expected to be realized within 12 months after the closing date of such pro forma event (calculated on a pro forma basis as though such cost savings and operating expense reductions had been realized on the first day of such period as if such cost savings and operating expense reductions were realized during the entirety of such period) relating to such pro forma event, net of the amount of actual benefits realized during such period from such actions; provided that (A) a duly completed certificate signed by the chief financial officer of the Issuers shall be delivered to the Trustee certifying that and setting forth in detail (x) such cost savings and operating expense reductions are reasonably expected and factually supportable in the good faith judgment of the Issuers, (y) such actions are to be taken within 12 months after the consummation of the acquisition, disposition, restructuring or the implementation of an initiative, which is expected to result in such cost savings and expense reductions, (B) no cost savings or operating expense reductions shall be added pursuant to this defined term to the extent duplicative of any expenses or charges otherwise added to EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) the aggregate amount of cost savings and operating expense reductions added pursuant to this definition in any period of four consecutive fiscal quarters shall not exceed (1) with respect to any individual acquisition or disposition, 10% of the EBITDA attributable to such acquired or disposed entity or assets for such period of four consecutive fiscal quarters and (2) for all other initiatives that do not result from acquisitions or dispositions, 10% of EBITDA (prior to giving effect to this definition) in the aggregate for any period of four consecutive fiscal quarters and (D) projected amounts (and not yet realized) may no longer be added in calculating EBITDA pursuant to this definition to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings and operating expense reductions.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS-EU. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuers may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period, and

(2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries.

“Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state or territory or the District of Columbia thereof or any direct or indirect Subsidiary of such Restricted Subsidiary.

“guarantee” means, as to any Person, a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness of another Person.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) currency exchange, interest rate or commodity Swap Agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

 

188

Table of Contents

(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“holder” or “noteholder” means the Person in whose name a note is registered on the Registrar’s books.

“Holdings” means Pinafore Holdings B.V. and its successors.

“IFRS-EU” means International Financial Reporting Standards as endorsed by the European Union, as in effect from time to time; provided, however, that if Holdings notifies the Trustee that Holdings (i) has elected to report under generally accepted accounting principles in, initially, the United States of America, as in effect from time to time (“GAAP”), “IFRS-EU” shall mean generally accepted accounting principles pursuant to GAAP (provided that after such election, Holdings cannot elect to report under International Financial Reporting Standards) or (ii) requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Issue Date in IFRS-EU or in the application thereof on the operation of such provision (or if the Trustee notifies Holdings that the holders of a majority of the principal amount of the notes outstanding request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in IFRS-EU or in the application thereof, then such provision shall be interpreted on the basis of IFRS-EU as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and the Trustee, the holders and Holdings shall negotiate in good faith to amend such provision to preserve the original intent thereof in light of such change in IFRS-EU (subject to the approval of the holders of a majority of the principal amount of the notes); provided, further, that if reasonably requested by the Trustee, Holdings shall provide to the Trustee and the holders financial statements and other documents setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such conversion to GAAP or change in IFRS-EU.

“Incur” means, with respect to any Indebtedness, issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

“Indebtedness” means, with respect to any Person:

(1) the principal and premium (if any) of any Indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, except (i) any such balance that constitutes a trade payable, accrued expense or similar obligation to a trade creditor and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with IFRS-EU, (d) in respect of Capitalized Lease Obligations, or (e) representing any Hedging Obligations, other than Hedging Obligations that are incurred in the normal course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with IFRS-EU;

(2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and

(3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person;

provided that (a) Contingent Obligations Incurred in the ordinary course of business, (b) obligations under or in respect of Receivables Financings, (c) COLI Loans, (d) the Loan Notes and (e) Obligations associated with other post-employment benefits and pension plans shall be deemed not to constitute Indebtedness.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith determination of Holdings, its direct or indirect parent or the Issuers, qualified to perform the task for which it has been engaged.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

 

189

Table of Contents

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents) and in each case with maturities not exceeding two years from the date of acquisition,

(2) securities that have a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency,

(3) investments in any fund that invests at least 95% of its assets in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, directors, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by IFRS-EU to be classified on the balance sheet of Holdings in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “—Certain Covenants—Limitation on Restricted Payments”:

(1) “Investments” shall include the portion (proportionate to the applicable Holdings’ equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of Holdings at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Holdings shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

(a) Holdings’ “Investment” in such Subsidiary at the time of such redesignation less

(b) the portion (proportionate to Holdings’ equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuers.

“Issue Date” means September 29, 2010.

“Loan Note Alternative” means the option made available to holders of Target Shares, subject to the terms and conditions set out in the Scheme Document, to elect to receive Loan Notes in place of the cash consideration otherwise payable.

“Loan Note Escrow Account” means an escrow or security account held at an institution reasonably acceptable to the Credit Agreement Collateral Agent provided for under an escrow and security agreement in form and substance reasonably satisfactory to the Credit Agreement Collateral Agent which will provide, among other things, that (i) so long as any Loan Notes are outstanding, release of funds from the Loan Note Escrow Account and any interest accrued thereon shall be only for the purposes of the payment of principal and interest on the Loan Notes and, in the event of either a substitution of the issuer of the Loan Notes or the exchange of the existing Loan Notes for Loan Notes of any new issuer, in each case in accordance with the terms of the Loan Note Instrument, the deposit of all funds in such Loan Note Escrow Account into a new Loan Note Escrow Account and (ii) in each interest period for the Loan Notes, the interest accruing on the funds in the Loan Note Escrow Account shall be sufficient to pay in full the interest accruing on the Loan Notes during such interest period.

“Loan Note Instrument” means the agreed form instrument constituting the Loan Notes and any certificates evidencing issued Loan Notes, each substantially in the form reasonably acceptable to the Credit Agreement Collateral Agent (or any substituted or exchange instrument that may be executed in accordance with the terms of the original Loan Note Instrument; provided that the terms and conditions of such substituted or exchange instrument are not materially less favorable to the holders of the notes, taken as a whole, than the terms and conditions of the original Loan Note Instrument).

“Loan Notes” means the loan notes to be issued pursuant to the Loan Note Instrument by Pinafore Acquisitions Limited (or any substituted or new issuer in accordance with the terms of the Loan Note Instrument) to electing holders of the Target Shares under the Loan Note Alternative in an aggregate principal amount not to exceed £50,000,000.

 

190

Table of Contents

“Management Agreement” means one or more Management Services Agreements, dated on or about the Issue Dates between Holdings or any of its Affiliates and the Sponsor, or a successor agreement between the Issuers, or Holdings or any of its Affiliates and the Sponsor, as may be amended, supplemented or otherwise modified from time to time; provided that such amendments, supplements or modifications are not materially adverse to the note holders as determined in good faith by the Issuers.

“Management Investor” means any Person who is a director, officer or otherwise a member of management of Holdings, any of the Restricted Subsidiaries or any of its direct or indirect parent companies on the Closing Date immediately after giving effect to the Transactions.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Cash Proceeds” means the aggregate cash proceeds received by Holdings or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to the second paragraph of the covenant described under “—Certain Covenants—Asset Sales”) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Issuers as a reserve in accordance with IFRS-EU against any liabilities associated with the asset disposed of in such transaction and retained by the Issuers after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Net Income” means, with respect to any Person, the net income (loss) attributable to such Person, determined in accordance with IFRS-EU and before any reduction in respect of Preferred Stock dividends.

“Note Guarantee” means a guarantee of the notes pursuant to the Indenture.

“Note Guarantor” means any Person that Incurs a Note Guarantee; provided that upon the release or discharge of such Person from its Note Guarantee in accordance with the Indenture, such Person ceases to be a Note Guarantor.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the notes shall not include fees or indemnification in favor of the Trustee, the notes Collateral Agent and other third parties other than the holders of the notes.

“Officer” means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, any Executive Vice President, Senior Vice President, Vice President or Assistant Vice President, the Controller, the Treasurer, the Assistant Treasurer or the Secretary of the Issuers.

“Officer’s Certificate” means a certificate signed on behalf of both Issuers by any one Officer of either of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer, general counsel or the principal accounting officer of one of the Issuers that meets the requirements set forth in the Indenture.

“Paying Agent” means an office or agency maintained by the Issuers pursuant to the terms of the Indenture, where notes may be presented for payment.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between Holdings or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with the covenant described under “—Certain Covenants—Asset Sales.”

“Permitted Holders” means (i) the Sponsor, (ii) the Management Investors, (iii) any Person that has no material assets other than the Capital Stock of Holdings and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of Holdings, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any Permitted Holder specified in clause (i) above, holds more than 50% of the total voting power of the Voting Stock thereof, and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any Permitted Holder specified in clauses (i) or (ii) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of Holdings (a “Permitted Holder Group”), so long as no Person or other “group” (other than a Permitted Holder specified in clause (i) and (iii) above) beneficially owns more than

 

191

Table of Contents

50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group, together with its Affiliates, whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter constitute an additional Permitted Holder.

“Permitted Investments” means:

(1) any Investment in Holdings (including the notes) or any Restricted Subsidiary of Holdings;

(2) any Investment in Cash Equivalents or Investment Grade Securities;

(3) any Investment by Holdings or any Restricted Subsidiary of Holdings in a Person that is primarily engaged in a Similar Business if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of Holdings, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, Holdings or a Restricted Subsidiary of Holdings;

(4) any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of “—Certain Covenants—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment (x) existing on the Issue Date, (y) made pursuant to binding commitments in effect on the Issue Date and (z) that replaces, refinances, refunds, renews or extends any Investment described under either of the immediately preceding clauses (x) or (y), provided that any such Investment is in an amount that does not exceed the amount replaced, refinanced, refunded, renewed or extended;

(6) advances to employees not in excess of $5.0 million outstanding at any one time in the aggregate;

(7) any Investment acquired by Holdings or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by Holdings or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by Holdings or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8) Hedging Obligations permitted under clause (j) of “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(9) additional Investments by Holdings or any of its Restricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (9) that are at the time outstanding, not to exceed $100.0 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value), at any one time outstanding;

(10) loans and advances to officers, directors and employees for business related travel expenses, moving and relocation expenses and other similar expenses, in each case Incurred in the ordinary course of business;

(11) Investments the payment for which consists of Equity Interests of Holdings (other than Disqualified Stock) or any direct or indirect parent of Holdings, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (c) of the first paragraph of the covenant described under “—Certain Covenants—Limitation on Restricted Payments”;

(12) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of the second paragraph of the covenant described under “—Certain Covenants—Transactions with Affiliates” (except transactions described in clauses (2), (4), (5), (8)(b), (22), (23) and (24) of such paragraph);

(13) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(14) guarantees issued in accordance with the covenants described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Certain Covenants—Future Guarantors”;

(15) any Investment by Restricted Subsidiaries of Holdings in other Restricted Subsidiaries of Holdings and Investments by Subsidiaries that are not Restricted Subsidiaries in other Subsidiaries that are not Restricted Subsidiaries of Holdings;

 

192

Table of Contents

(16) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

(17) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; provided, however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money Note, contribution of additional receivables or an equity interest;

(18) Investments resulting from the receipt of non-cash consideration in an Asset Sale received in compliance with the covenant described under “—Certain Covenants—Asset Sales”;

(19) Investments in joint ventures of Holdings or any of its Restricted Subsidiaries existing on the Issue Date and additional Investments in joint ventures in an aggregate amount not to exceed $100.0 million at any one time outstanding;

(20) Investments constituting COLI Loans; and

(21) Investments of a Restricted Subsidiary of Holdings acquired after the Issue Date or of an entity merged into or consolidated with a Restricted Subsidiary of Holdings in a transaction that is not prohibited by the covenant described under “—Merger, Consolidation or Sale of All or Substantially All Assets” after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, to the extent required by IFRS-EU and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien);

(3) Liens for taxes, assessments or other governmental charges (i) which are not yet due or payable or (ii) which are being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien and for which adequate reserves are being maintained to the extent required by IFRS-EU;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens Incurred to secure Obligations in respect of Indebtedness permitted to be Incurred pursuant to clauses (a), (d) or (s) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that, (x) in the case of clause (d), such Lien extends only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any income or profits thereof; and (y) in the case of clause (s), such Lien does not extend to the property or assets (or income or profits therefrom) of any Restricted Subsidiary other than a Foreign Subsidiary that is not a Note Guarantor;

(7) Liens existing on the Issue Date;

 

193

Table of Contents

(8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuers or any Restricted Subsidiary of the Issuers;

(9) Liens on assets or on property at the time Holdings or a Restricted Subsidiary of Holdings acquired the assets or property, including any acquisition by means of a merger or consolidation with or into Holdings or any Restricted Subsidiary of Holdings; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other assets or property owned by Holdings or any Restricted Subsidiary of Holdings;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Holdings or another Restricted Subsidiary of Holdings permitted to be Incurred in accordance with the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(11) Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of Holdings or any of its Restricted Subsidiaries;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Holdings and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuers or any Note Guarantor;

(16) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing;

(17) deposits made in the ordinary course of business to secure liability to insurance carriers;

(18) Liens on the Equity Interests of Unrestricted Subsidiaries;

(19) grants of software and other technology licenses in the ordinary course of business;

(20) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(21) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(22) Liens Incurred to secure cash management services (and other “bank products”), owed to a lender under the Credit Agreement in the ordinary course of business;

(23) Liens on equipment of Holdings or any Restricted Subsidiary of Holdings granted in the ordinary course of business to Holdings’ or such Restricted Subsidiary’s client at which such equipment is located;

(24) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (7), (8), (9), (10), (11) and (15); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (7), (8), (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien under the Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(25) other Liens securing obligations Incurred in the ordinary course of business which obligations do not exceed $150.0 million at any one time outstanding;

 

194

Table of Contents

(26) Liens on equipment of Holdings or any Restricted Subsidiary of Holdings granted in the ordinary course of business to Holdings’ or such Restricted Subsidiary’s client at which such equipment is located;

(27) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(28) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(29) Liens securing the Second Lien Note Obligations;

(30) Liens on the Collateral in favor of any collateral agent relating to such collateral agent’s administrative expenses with respect to the Collateral;

(31) Liens associated with COLI Loans;

(32) Liens securing Indebtedness permitted to be incurred pursuant to the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” in an amount not to exceed the maximum amount of Indebtedness such that the Consolidated Senior Secured Debt Ratio (at the time of incurrence of such Indebtedness after giving pro forma effect thereto in a manner consistent with the calculation of the Fixed Charge Coverage Ratio) would not be greater than 3.25 to 1.00; provided that such Liens are subject to the Second Lien Intercreditor Agreement on a pari passu or junior lien basis with the notes;

(33) Liens on receivable and related assets including proceeds thereof being sold in factoring arrangements entered into in the ordinary course of business; and

(34) Liens on the Loan Note Escrow Account securing obligations of Holdings or any of its Restricted Subsidiaries under the Loan Notes.

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint venture, association, joint stock company, trust, bank trust company, land trust, business trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity whether legal or not.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or redemptions upon liquidation, dissolution, or winding up.

“Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable, from Holdings or any Subsidiary of Holdings to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity

“Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

(1) the Board of Directors of Holdings shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to Holdings and the Receivables Subsidiary,

(2) all sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as determined in good faith by the Issuers), and

(3) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuers) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts receivable of Holdings or any Restricted Subsidiary of Holdings (other than a Receivables Subsidiary) to secure any Indebtedness shall not be deemed a Qualified Receivables Financing.

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the notes for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuers or any parent of the Issuers as a replacement agency for Moody’s or S&P, as the case may be.

 

195

Table of Contents

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

“Receivables Financing” means any transaction or series of transactions that may be entered into by Holdings or any Subsidiary of Holdings pursuant to which Holdings or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by Holdings or any of its Subsidiaries), and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of Holdings or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by Holdings or any such Subsidiary in connection with such accounts receivable.

“Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Receivables Subsidiary” means a Wholly Owned Restricted Subsidiary of Holdings (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with Holdings in which Holdings or any Subsidiary of Holdings makes an Investment and to which Holdings or any Subsidiary of Holdings transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of Holdings and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Issuers (as provided below) as a Receivables Subsidiary and:

(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by Holdings or any other Subsidiary of Holdings (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates Holdings or any other Subsidiary of Holdings in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of Holdings or any other Subsidiary of Holdings, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other pursuant to Standard Securitization Undertakings,

(b) with which neither Holdings nor any other Subsidiary of Holdings has any material contract, agreement, arrangement or understanding other than on terms which the Issuers reasonably believe to be no less favorable to Holdings or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuers, and

(c) to which neither Holdings nor any other Subsidiary of Holdings has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Issuers shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Issuers giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by Holdings or a Restricted Subsidiary in exchange for assets transferred by Holdings or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time any direct or indirect Subsidiary of Holdings (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon an Unrestricted Subsidiary’s ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary”.

“Sale/Leaseback Transaction” means an arrangement relating to assets or property now owned or hereafter acquired by the Person whereby the Issuers or a Restricted Subsidiary transfers such assets or property to a Person and the Issuers or such Restricted Subsidiary leases it from such Person, other than leases between the Issuers and a Restricted Subsidiary of the Issuers or between Restricted Subsidiaries of the Issuers.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor to the rating agency business thereof.

 

196

Table of Contents

“Scheme” means a scheme of arrangement made pursuant to Part 26 of the Companies Act in relation to the cancellation of the entire issued share capital of Tomkins plc and the subsequent issue of new shares in the Tomkins plc to the Issuers as contemplated by the press release made by or on behalf of the Issuers announcing the terms of the Scheme.

“Scheme Document” means the scheme document to be issued by Tomkins plc to its shareholders in respect of the Scheme on substantially the same terms, other than with respect to the Loan Notes, as set forth in the Scheme Press Release.

“Scheme Press Release” means the press release made by or on behalf of Holdings announcing the terms of the Scheme.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Lien Collateral Agent” means the Trustee, in its capacity as “Collateral Agent” under the Second Lien Notes Indenture and any successor thereto.

“Second Lien Intercreditor Agreement” means the junior lien intercreditor agreement dated as of July 27, 2010, among the Issuers, Citibank, N.A. as senior representative for the credit agreement secured parties, Bank of America, N.A. as initial second priority representative and each additional authorized representative for time to time party thereto, as amended on the Issue Date, as further amended, restated, amended and restated, extended, supplemented or otherwise modified in accordance with its terms.

“Second Lien Note Documents” means the Second Lien Notes, the Second Lien Notes Indenture and the Second Lien Security Documents.

“Second Lien Note Obligations” means any obligations in respect of the Second Lien Notes, the Second Lien Notes Indenture and the Second Lien Security Documents, including, for the avoidance of doubt, obligations in respect of exchange notes and guarantees thereof.

“Second Lien Note Secured Parties” means, at any time, (a) the holders of the Second Lien Notes, (b) the Second Lien Notes Trustee and the Second Lien Collateral Agent, (c) the beneficiaries of each indemnification obligation undertaken by the Issuers and any note guarantor party to the Second Lien Notes Indenture or under any Second Lien Note Document and (d) the successors and permitted assigns of each of the foregoing.

“Second Lien Notes” means the Issuers’ 9% Second Lien Notes due 2018 issued on the Issue Date.

“Second Lien Notes Indenture” means the Indenture dated as of the Issue Date among Holdings, the Issuers and certain of their subsidiaries party thereto and the trustee named therein from time to time, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of the Indenture.

“Second Lien Notes Trustee” means Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as collateral trustee for the holders of the Second Lien Notes.

“Second Lien Obligations” means, collectively, (a) the Second Lien Note Obligations and (b) any Series of Additional Second Lien Obligations.

“Second Lien Security Documents” means the Security Documents and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted securing Second Lien Obligations or under which rights or remedies with respect to such Liens are governed, in each case to the extent relating to the collateral securing the Second Lien Obligations.

“Securities Act ” means the Securities Act of 1933, as amended.

“Security Agreement” means the Securities Agreement dated as of the Issue Note by and among the Collateral Agent, Holdings and certain of its Subsidiaries.

“Security Documents” means, collectively, the Second Lien Intercreditor Agreement, the Security Agreement, other security agreements relating to the Collateral and the mortgages and instruments filed and recorded in appropriate jurisdictions to preserve and protect the Liens on the Collateral (including, without limitation, financing statements under the Uniform Commercial Code of the relevant states) applicable to the Collateral, each as in effect on the Issue Date and as amended, amended and restated, modified, renewed or replaced from time to time.

“Senior Documents” means the credit, guarantee and security documents governing the Senior Obligations, including, without limitation, the Senior Security Documents.

“Senior Obligations” means, collectively, (a) all Credit Agreement Obligations and (b) any Series of Additional Senior Obligations.

 

197

Table of Contents

“Senior Representative” means (i) in the case of any Credit Agreement Obligations or the Credit Agreement Secured Parties, the administrative agent under the Credit Agreement, and (ii) in the case of any Series of Senior Obligations or Additional Senior Secured Parties that become subject to the Second Lien Intercreditor Agreement, the Representative (as defined in the Second Lien Intercreditor Agreement) named for such Series in the applicable joinder agreement.

“Senior Security Documents” means the agreements, documents or instruments pursuant to which a Lien is granted or purported to be granted securing Senior Obligations and any Additional Senior Obligations or under which rights or remedies with respect to such Liens are governed, in each case to the extent relating to the collateral securing the Senior Obligations.

“Series” means (a) with respect to the Second Lien Obligations, each of (i) the Second Lien Note Obligations and (ii) the Additional Second Lien Obligations incurred pursuant to any applicable agreement, which, pursuant to any joinder agreement, are to be represented under the Second Lien Intercreditor Agreement by a Representative (as defined in the Second Lien Intercreditor Agreement) (in its capacity as such for such Additional Second Lien Obligations) and (b) with respect to the Senior Obligation, each of (i) the Credit Agreement Obligations and (ii) the Additional Senior Obligations incurred pursuant to any applicable agreement, which, pursuant to any joinder agreement, are to be represented under the Second Lien Intercreditor Agreement by a Representative (in its capacity as such for such Additional Senior Obligation).

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” within the meaning of Rule 1-02 under the Securities Act.

“Similar Business” means any business engaged in by Holdings or any Restricted Subsidiaries of Holdings on the date of the Issue Date and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which Holdings and the Restricted Subsidiaries are engaged on the date of the Issue Date.

“Sponsor” means (1) Onex Partners, (2) Canada Pension Plan Investment Board and/or (3) one or more investment funds advised, managed or controlled by Onex Partners or Canada Pension Plan Investment Board and, in each case (whether individually or as a group) their Affiliates.

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by Holdings or any Subsidiary of Holdings which Holdings has determined in good faith to be customary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subordinated Indebtedness” means (a) with respect to an Issuer, any Indebtedness of such Issuer which is by its terms subordinated in right of payment to the notes or which is secured on a subordinated basis to any Second Lien Obligations of such Issuer, and (b) with respect to any Note Guarantor, any Indebtedness of such Note Guarantor which is by its terms subordinated in right of payment to its Note Guarantee or which is secured on a subordinated basis to any Second Lien Obligations of such Note Guarantor.

“Subsidiary” means, with respect to any Person (1) any corporation, partnership, limited liability company, unlimited liability company, association, joint venture or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions having the power to direct or cause the direction of the management and policies thereof at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity and (3) any Person that is consolidated in the consolidated financial statements of the specified Person in accordance with IFRS-EU.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities (including, for the avoidance of doubt, resin), equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Issuers or any of the Subsidiaries shall be a Swap Agreement.

 

198

Table of Contents

“Target Shares” means all the issued and unconditionally allotted share capital in Tomkins plc and any further shares in the capital of Tomkins plc which may be issued or unconditionally allotted pursuant to the exercise of any outstanding subscription or conversion rights or otherwise together with all related rights.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb), as amended.

“Total Assets” means the total consolidated assets of Holdings and the Restricted Subsidiaries of Holdings, as shown on the most recent consolidated balance sheet of Holdings and its Restricted Subsidiaries.

“Transactions” means, collectively, the Scheme and the other transactions contemplated in the Offering Memorandum for the notes as of the date thereof.

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to October 1, 2014; provided, however, that if the period from such redemption date to October 1, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” means the respective party named as such in the Indenture until a successor replaces it and, thereafter, means the successor.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of Holdings that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Issuers may designate any Subsidiary of Holdings (including any newly acquired or newly formed Subsidiary of Holdings but excluding Holdings) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Holdings or any other Subsidiary of Holdings that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuers or any of their Restricted Subsidiaries; provided, further, however, that either:

(a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or

(b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under the covenant described under “—Certain Covenants—Limitation on Restricted Payments.”

The Board of Directors of the Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

(x)(1) the Issuers could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or

(2) the Fixed Charge Coverage Ratio for Holdings and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and

(y) no Event of Default shall have occurred and be continuing.

Any such designation by the Board of Directors of the Issuers shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuers giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

 

199

Table of Contents

“U.S. Government Obligations” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such Person.

 

200

Table of Contents

BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES

The Global Notes

The exchange notes will be issued in the form of one or more registered notes in global form, without interest coupons (the “global notes”).

Upon issuance, each of the global notes will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

 

  •  

upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the initial purchasers; and

 

  •  

ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Book-Entry Procedures for the Global Notes

All interests in the global notes will be subject to the operations and procedures of DTC, Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, Société Anonyme (“Clearstream”). We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. We are not responsible for those operations or procedures.

DTC has advised us that it is:

 

  •  

a limited purpose trust company organized under the laws of the State of New York;

 

  •  

a “banking organization” within the meaning of the New York State Banking Law;

 

  •  

a member of the Federal Reserve System;

 

  •  

a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

 

  •  

a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

 

201

Table of Contents

So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note:

 

  •  

will not be entitled to have notes represented by the global note registered in their names;

 

  •  

will not receive or be entitled to receive physical, certificated notes; and

 

  •  

will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.

As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a noteholder under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

Certificated Notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

 

  •  

DTC notifies us at any time that it is unwilling, unable or ineligible to continue as depositary for the global notes or ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days of the date we are so informed in writing or become aware of same;

 

  •  

we, at our option and subject to DTC’s procedures, notify the trustee that we elect to cause the issuance of certificated notes; or

 

  •  

certain other events provided in the indenture should occur.

 

202

Table of Contents

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of the material U.S. federal income tax considerations relevant to the exchange of initial notes for exchange notes pursuant to the exchange offer, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended, U.S. Treasury Regulations issued thereunder, Internal Revenue Service (“IRS”) rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules, such as banks, financial institutions, U.S. expatriates, foreign persons or entities, insurance companies, dealers in securities or currencies, traders in securities, partnerships or other pass-through entities or investors in such entities, holders whose functional currency is not the U.S. dollar, tax-exempt organizations and persons holding the notes as part of a “straddle,” “hedge,” “conversion transaction” or other integrated transaction. Moreover, the effect of any applicable state, local or foreign tax laws is not discussed. The discussion applies only to holders that exchange initial notes for exchange notes pursuant to the exchange offer.

No rulings from the IRS have or will be sought with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange of initial notes for exchange notes or that any such position would not be sustained. Holders of notes are encouraged to consult their own tax advisors with regard to the application of the tax consequences discussed below to their particular situations as well as the application of any state, local, foreign or other tax laws, including gift and estate tax laws, and any tax treaties.

Characterization of the Notes

For U.S. federal income tax purposes, while not free from doubt, we intend to treat the notes as debt of Tomkins, LLC. The determination of whether an instrument is debt or equity for U.S. federal income tax purposes is an inherently factual question, and no one factor is determinative. There can be no assurance that the IRS will not contend, and that a court will not ultimately hold, that the notes are equity. In such event, holders of the notes could be subject to different tax consequences than what is described below. The following discussion assumes that the notes are property treated as debt of Tomkins, LLC for U.S. federal income tax purposes.

Exchange Pursuant to the Exchange Offer

The exchange of the initial notes for the exchange notes in the exchange offer will not be treated as an “exchange” for U.S. federal income tax purposes, because the exchange notes will not be considered to differ materially in kind or extent from the initial notes. Accordingly, the exchange of initial notes for exchange notes will not be a taxable event to holders for U.S. federal income tax purposes. Moreover, the exchange notes will have the same tax attributes as the initial notes exchanged therefor and the same tax consequences to holders as the initial notes have to holders, including without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period.

 

203

Table of Contents

ERISA CONSIDERATIONS

Each purchaser and transferee of notes will be deemed to have represented and agreed as follows:

It shall not sell or otherwise transfer the notes to, and is not acquiring the notes for or on behalf of, any pension or welfare plan (as defined in Section 3 of the Employee Retirement Income Security Act of 1974 “ERISA”) or plan (as defined in Section 4975 of the Code) (a “Plan”), except that such an acquisition for or on behalf of a Plan shall be permitted:

 

  I. to the extent such acquisition is made by or on behalf of a bank collective investment fund maintained by the purchaser in which no Plan (together with any other Plans maintained by the same employer or employee organization) has an interest in excess of 10% of the total assets in such collective investment fund and the conditions of Section III of Prohibited Transaction Class Exemption 91-38 issued by the Department of Labor are satisfied;

 

  II. to the extent such acquisition is made by or on behalf of an insurance company pooled separate account maintained by the acquirer in which no Plan (together with any other Plans maintained by the same employer or employee organization) has an interest in excess of 10% of the total assets in such pooled separate account and the conditions of Section III of Prohibited Transaction Class Exemption 90-1 issued by the Department of Labor are satisfied;

 

  III. to the extent such acquisition is made by or on behalf of an insurance company with assets in its insurance company general account if no Plan (together with any other Plans maintained by the same employer or employee organization) has an interest in the general account, the amount of reserves and liabilities which exceed 10% of the total reserves and liabilities of the general account plus surplus, determined as set forth in Prohibited Transaction Class Exemption 95-60 issued by the Department of Labor, and the conditions of such exemption are otherwise satisfied;

 

  IV. to the extent such acquisition is made on behalf of a Plan by (i) an investment adviser registered under the Investment Advisers Act of 1940 that has as of the last day of its most recent fiscal year total client assets under its management and control in excess of $85 million and had stockholders’ or partners’ equity in excess of $1 million, as shown in its most recent balance sheet prepared in accordance with generally accepted accounting principles, (ii) a bank as defined in Section 202(a)(2) of the Investment Advisers Act of 1940 that has the power to manage, acquire or dispose of assets of a Plan, with equity capital in excess of $1 million as of the last day of its most recent fiscal year, (iii) an insurance company which is qualified under the laws of more than one State to manage, acquire or dispose of any assets of a Plan, which insurance company has, as of the last day of its most recent fiscal year, net worth in excess of $1 million and which is subject to supervision and examination by a State authority having supervision over insurance companies or (iv) a savings and loan association, the accounts of which are insured by the Federal Deposit Insurance Corporation, that has made application for and been granted trust powers to manage, acquire or dispose of assets of a Plan by a State or Federal authority having supervision over savings and loan associations, which savings and loan association has, as of the last day of its most recent fiscal year, equity capital or net worth in excess of $1 million and, in any case, such investment adviser, bank, insurance company or savings and loan is an “independent fiduciary” and is otherwise a qualified professional asset manager, as such terms are used in Prohibited Transaction Class Exemption 84-14 issued by the Department of Labor with respect to such Plan, and the assets of such Plan managed by such investment advisor, bank, insurance company or savings and loan, when combined with the assets of other Plans established or maintained by the same employer (or affiliate thereof, as defined in such exemption) or employee organization and managed by such investment adviser, bank, insurance company or savings and loan do not represent more than 20% of the total client assets managed by such investment adviser, bank, insurance company or savings and loan and the conditions of Part I of such exemption are otherwise satisfied;

 

204

Table of Contents
  V. to the extent such Plan is not subject to the provisions of Title I of ERISA or Section 4975 of the Code;

 

  VI. to the extent the acquisition is made on behalf of a Plan by an “in-house asset manager,” or INHAM (as defined in Part IV of Prohibited Transaction Class exemption 96-23 issued by the Department of Labor), Plans maintained by affiliates of the INHAM and/or the INHAM have aggregate assets in excess of $250 million, and the conditions of Part I of such exemption are otherwise satisfied; or

 

  VII. to the extent the acquisition by or on behalf of such Plan would not otherwise constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

 

205

Table of Contents

PLAN OF DISTRIBUTION

If you are a broker-dealer who holds unregistered notes for your own account as a result of market-making activities or other trading activities and who receives exchange notes in exchange for your unregistered notes pursuant to the exchange offer, you must acknowledge that you will deliver a prospectus in connection with any resale of your exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by you in connection with resales of exchange notes received in exchange for your unregistered notes where your unregistered notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period beginning on the date the exchange offer is consummated and ending on the earlier of 180 days after the date of this prospectus and the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making activities or other trading activities, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of exchange notes by broker-dealers or any other persons. If you are a broker-dealer, exchange notes you receive for your own account pursuant to this exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. You may make resales directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. If you are a broker-dealer that resells exchange notes that were received by you for your own account pursuant to this exchange offer and you participate in a distribution of the exchange notes, you may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on any resale of exchange notes and any commissions or concessions received by you may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that you will be delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incidental to this exchange offer other than commissions or concessions of any broker-dealers and will indemnify the holders of the exchange notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

 

206

Table of Contents

LEGAL MATTERS

The validity of the exchange notes and the related guarantees will be passed upon by Latham & Watkins LLP, Washington District of Columbia. Certain legal matters regarding due organization, valid existence and good standing of Pinafore Holdings B.V. and the other guarantors under the laws of their respective jurisdictions, as well as due authorization, execution and delivery of the guarantees contained in the indenture, under the laws of their respective jurisdictions are being passed upon for us by the law firms listed opposite the applicable jurisdiction in the table below:

 

Jurisdiction(s)

   

Law Firm

      
Colorado    Lathrop & Gage LLP   
Indiana    May Oberfell Lorber   
Kentucky, Ohio    Dinsmore & Shohl LLP   
Michigan    Dykema Gossett PLLC   
Tennessee    Baker, Donelson, Bearman, Caldwell & Berkowitz, PC   
Washington    Garvey Schubert Barer   
Australia    Allen & Overy   
Belgium    DLA Piper UK LLP   
Brazil    Pinheiro Neto Advogados   
British Virgin Islands    Walkers   
Canada (Federal); Ontario    Davies Ward Phillips & Vineberg LLP   
England and Wales    Latham & Watkins (London) LLP   
Germany    Latham & Watkins LLP   
The Netherlands    Freshfields Bruckhaus Deringer Amsterdam B.V.   
Luxembourg    Luther Rechtsanwaltsgesellschaft mbH   
Mauritius    Appleby   
Mexico    Ritch Mueller, S.C.   
Northern Ireland    Arthur Cox   
Russia    Latham & Watkins LLP   
Turkey    Hergüner Bilgen Özeke Avukatlik Ortakliği   
United Arab Emirates    Hadef & Partners   

EXPERTS

The consolidated financial statements of Pinafore Holdings B.V. and subsidiaries (the “Company”) as at December 31, 2010 (Successor Company) and as at January 2, 2010 (Predecessor Company) and for the period from September 1, 2010 through December 31, 2010 (Successor Company) and for the period from January 3, 2010 through September 24, 2010, for the 52-week period from January 4, 2009 to January 2, 2010 and for the 53-week period from December 30, 2007 to January 3, 2009 (Predecessor Company), included in this Prospectus have been audited by Deloitte LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the Registration Statement. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

 

207

Table of Contents

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

Audited consolidated financial statements of Pinafore Holdings B.V. as at December 31, 2010

 

Description

    Page

Report of Independent Registered Public Accounting Firm

    F-2

Consolidated Income Statement

    F-3

Consolidated Statement of Comprehensive Income

    F-4

Consolidated Cash Flow Statement

    F-5

Consolidated Balance Sheet

    F-6

Consolidated Statement of Changes in Equity

    F-7

Notes to the Consolidated Financial Statements

    F-10
Unaudited condensed consolidated financial statements of Pinafore Holdings B.V. as at July 2, 2011    F-98

 

Description

    Page

Condensed Consolidated Income Statement

    F-99

Condensed Consolidated Statement of Comprehensive Income

    F-100

Condensed Consolidated Cash Flow Statement

    F-101

Condensed Consolidated Balance Sheet

    F-102

Condensed Consolidated Statement of Changes in Equity

    F-103

Notes to the Condensed Consolidated Financial Statements

    F-105

 

F-1

Table of Contents

Pinafore Holdings B.V.

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Pinafore Holdings B.V.

We have audited the accompanying consolidated balance sheets of Pinafore Holdings B.V. and subsidiaries (the ‘Company’) as at December 31, 2010 (Successor Company balance sheet) and as at January 2, 2010 (Predecessor Company balance sheet), and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the period from September 1, 2010 through December 31, 2010 (Successor Company operations) and for the period from January 3, 2010 through September 24, 2010, for the 52-week period from January 4, 2009 to January 2, 2010 and for the 53-week period from December 30, 2007 to January 3, 2009 (Predecessor Company operations). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the Successor Company consolidated financial statements present fairly, in all material respects, the financial position of Pinafore Holdings B.V. and subsidiaries as at December 31, 2010 and the results of their operations and their cash flows for the period from September 1, 2010 through December 31, 2010, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Further, in our opinion, the Predecessor Company consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Predecessor Company as at January 2, 2010 and the results of its operations and its cash flows for the period from January 3, 2010 through September 24, 2010, the 52-week period from January 4, 2009 to January 2, 2010 and the 53-week period from December 30, 2007 to January 3, 2009 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Deloitte LLP

London, United Kingdom

March 30, 2011 (August 22, 2011 as to the effect of discontinued operations discussed in note 15)

 

F-2

Table of Contents

Pinafore Holdings B.V.

 

 

CONSOLIDATED INCOME STATEMENT

 

          SUCCESSOR                PREDECESSOR  
      Note   

Q4 2010*

$ million

                

9M 2010*

$ million

    

Fiscal 2009*

$ million

    

Fiscal 2008*

$ million

  

Continuing operations

                    

Sales

    5      1,181.3               3,270.4       3,866.5       5,094.9  

Cost of sales

           (950.3 )                (2,223.8 )      (2,748.2 )      (3,702.4 ) 

Gross profit

         231.0               1,046.6       1,118.3       1,392.5  

Distribution costs

         (137.1 )              (362.0 )      (441.7 )      (556.7 ) 

Administrative expenses

         (217.3 )              (327.3 )      (437.0 )      (470.0 ) 

Transaction costs

    6      (78.2 )              (41.2 )      –        –   

Impairments

    7      –                –        (73.0 )      (341.3 ) 

Restructuring costs

    8      (3.7 )              (10.0 )      (140.9 )      (25.8 ) 

Net gain on disposals and on the exit of businesses

    8      –                6.3       0.2       43.0  

Gain on amendment of post-employment benefits

    9      –                –        63.0       –   

Share of profit/(loss) of associates

    23      1.0                 (0.8 )      (0.7 )      (2.5 ) 

Operating (loss)/profit

         (204.3 )              313.2       88.2       39.2  
                   

Interest expense

    11      (90.8 )              (71.4 )      (111.0 )      (133.6 ) 

Investment income

    12      18.7               48.0       67.0       87.6  

Other finance expense

    13      (27.1 )              (2.7 )      (0.3 )      (25.0 ) 

Net finance costs

           (99.2 )                (26.1 )      (44.3 )      (71.0 ) 

(Loss)/profit before tax

         (303.5 )              287.1       43.9       (31.8 ) 

Income tax benefit/(expense)

    14      34.1                 (62.5 )      (25.1 )      (34.2 ) 

(Loss)/profit for the period from continuing operations

         (269.4 )              224.6       18.8       (66.0 ) 
 

Discontinued operations

                    

(Loss)/profit for the period from discontinued operations

    15      (0.8 )                19.0        (12.8 )      19.5   

(Loss)/profit for the period

    16      (270.2 )              243.6       6.0       (46.5 ) 

Non-controlling interests

           (0.9 )                (26.2 )      (21.6 )      (18.1 ) 

(Loss)/profit for the period attributable to equity shareholders

           (271.1 )                217.4       (15.6 )      (64.6 ) 

* Re-presented (see note 15)

 

F-3

Table of Contents

Pinafore Holdings B.V.

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

          SUCCESSOR                PREDECESSOR  
      Note   

Q4 2010

$ million

                

9M 2010

$ million

    

Fiscal 2009

$ million

    

Fiscal 2008

$ million

  

(Loss)/profit for the period

           (270.2 )                243.6       6.0       (46.5 ) 

Other comprehensive income/(loss)

                    

Foreign currency translation:

                    

– Currency translation differences on foreign operations:

                    

Subsidiaries

         23.9                7.3       81.5       (211.7 ) 

Associates

         0.3                0.6       0.8       (3.2 ) 

– (Loss)/gain on net investment hedges

         (2.5 )              0.5       (3.1 )      57.2  

– Reclassification to profit or loss of currency translation loss on foreign operations sold

           –                  –        –        6.7  
        21.7                8.4       79.2       (151.0 ) 

Available-for-sale investments:

                    

– Unrealized gain/(loss) recognized in the period

         0.2                (0.1 )      0.4       (1.0 ) 

– Reclassification to profit or loss of gain on investments sold

           –                  –        –        (1.2 ) 
        0.2                (0.1 )      0.4       (2.2 ) 

Post-employment benefits:

                    

– Net actuarial gain/(loss)

         70.1                (31.3 )      (143.8 )      (98.8 ) 

– Effect of the asset ceiling

           (20.2 )                0.3       18.6       12.3  
            49.9                  (31.0 )      (125.2 )      (86.5 ) 

Other comprehensive income/(loss) before tax

         71.8                (22.7 )      (45.6 )      (239.7 ) 

Income tax (expense)/benefit

    14      (15.9 )                0.9       26.3       14.3  

Other comprehensive income/(loss) after tax

           55.9                  (21.8 )      (19.3 )      (225.4 ) 

Comprehensive (loss)/income for the period

           (214.3 )                221.8       (13.3 )      (271.9 ) 
 

Attributable to:

                    

– Equity shareholders in Pinafore Holdings B.V.

                    

   Continuing operations

         (215.1 )              181.4        (33.2 )      (286.4 ) 

   Discontinued operations

           (6.0 )                9.1        (3.6 )      (1.9 ) 
        (221.1 )              190.5        (36.8 )      (288.3 ) 

– Non-controlling interests

           6.8                  31.3       23.5       16.4  
            (214.3 )                221.8       (13.3 )      (271.9 ) 

An analysis of each item of other comprehensive income/(loss) by component of equity is presented in note 40.

 

F-4

Table of Contents

Pinafore Holdings B.V.

 

 

CONSOLIDATED CASH FLOW STATEMENT

 

          SUCCESSOR                PREDECESSOR  
      Note   

Q4 2010

$ million

                

9M 2010

$ million

    

Fiscal 2009

$ million

    

Fiscal 2008

$ million

  

Operating activities

                    

Cash generated from operations

    19      66.3                215.2       532.1       628.7  

Income taxes paid

         (22.3 )              (66.2 )      (50.3 )      (116.3 ) 

Income taxes received

           1.4                  45.7       31.2       31.8  

Net cash inflow from operating activities

           45.4                  194.7       513.0       544.2  

Investing activities

                    

Purchase of property, plant and equipment

         (60.2 )              (90.0 )      (115.2 )      (183.2 ) 

Purchase of computer software

         –                (5.7 )      (7.8 )      (10.6 ) 

Capitalization of development costs

         (2.3 )              (0.5 )      (0.6 )      (0.6 ) 

Disposal of property, plant and equipment

         2.7                24.6       12.9       7.9  

Purchase of available-for-sale investments

         –                –        –        (0.1 ) 

Sale of available-for-sale investments

         –                –        –        1.6  

Investments in associates

         (0.5 )              –        (2.7 )      (10.4 ) 

Purchase of interests in subsidiaries, net of cash acquired

    41      (4,043.9 )              (41.2 )      (26.5 )      (65.0 ) 

Sale of businesses and subsidiaries, net of cash disposed

    42      4.0                (4.0 )      0.7       124.6  

Interest received

         1.4                13.3       3.6       11.2  

Dividends received from associates

           –                  0.5       0.3       0.6  

Net cash outflow from investing activities

           (4,098.8 )                (103.0 )      (135.3 )      (124.0 ) 

Financing activities

                    

Issue of ordinary shares

         2,142.3                5.5       0.1       0.2  

Draw-down of bank and other loans

         3,150.0                –        2.8       114.6  

Repayment of bank and other loans

         (460.4 )              (0.8 )      (164.4 )      (15.6 ) 

Premium on redemption of notes

         (4.6 )              –        –        –   

(Payments)/receipts on foreign currency derivatives

         (2.2 )              (20.3 )      39.6       (178.6 ) 

Settlement of interest rate swaps

         –                64.7       –        –   

Capital element of finance lease rental payments

         (0.2 )              (0.7 )      (2.8 )      (2.8 ) 

Interest element of finance lease rental payments

         –                (0.2 )      (0.4 )      (0.5 ) 

(Increase)/decrease in collateralized cash

         (44.9 )              –        2.1       0.7  

Purchase of own shares

         –                (6.2 )      (1.4 )      (4.7 ) 

Interest paid

         (58.1 )              (15.2 )      (37.5 )      (55.0 ) 

Financing costs paid

         (182.4 )              –        (6.3 )      –   

Equity dividend paid

         –                (56.9 )      (48.3 )      (246.2 ) 

Investment by a minority shareholder in a subsidiary

         11.7                –        4.7       0.4  

Dividend paid to a minority shareholder in a subsidiary

           –                  (12.0 )      (8.7 )      (13.5 ) 

Net cash inflow/(outflow) from financing activities

           4,551.2                  (42.1 )      (220.5 )      (401.0 ) 

Increase in net cash and cash equivalents

         497.8                49.6       157.2       19.2  

Net cash and cash equivalents at the beginning of the period

         –                440.2       278.2       280.2  

Foreign currency translation

           (45.6 )                1.3       4.8       (21.2 ) 

Net cash and cash equivalents at the end of the period

           452.2                  491.1       440.2       278.2  

Analysis of net cash and cash equivalents:

 

       SUCCESSOR                  PREDECESSOR  
       

As at

December 31,

2010

$ million

                  

As at

January 2,

2010

$ million

     

As at

January 3,

2009

$ million

  

Cash and cash equivalents

        459.3                 445.0        291.9  

Bank overdrafts

        (7.1 )                  (4.8 )       (13.7 ) 
         452.2                   440.2        278.2  

 

F-5

Table of Contents

Pinafore Holdings B.V.

 

 

CONSOLIDATED BALANCE SHEET

 

          SUCCESSOR                PREDECESSOR  
      Note   

As at

December 31,

2010

$ million

                

As at

January 2,

2010

$ million

  

Non-current assets

                

Goodwill

    20      1,745.4                436.0  

Other intangible assets

    21      2,268.5                78.0  

Property, plant and equipment

    22      1,359.1                1,122.8  

Investments in associates

    23      23.6                20.6  

Trade and other receivables

    25      26.2                81.1  

Deferred tax assets

    37      9.6                82.9  

Post-employment benefit surpluses

    35      3.6                  1.3  
            5,436.0                  1,822.7  

Current assets

                

Inventories

    24      693.5                590.8  

Trade and other receivables

    25      914.5                753.0  

Income tax recoverable

         11.0                49.0  

Available-for-sale investments

    27      1.4                1.2  

Cash and cash equivalents

    28      459.3                  445.0  
            2,079.7                  1,839.0  

Assets held for sale

    29      36.6                  11.9  

Total assets

           7,552.3                  3,673.6  

Current liabilities

                

Bank overdrafts

    30      (7.1 )              (4.8 ) 

Bank and other loans

    30      (255.7 )              (11.2 ) 

Obligations under finance leases

    31      (0.5 )              (1.0 ) 

Trade and other payables

    32      (704.4 )              (677.6 ) 

Income tax liabilities

         (106.8 )              (94.7 ) 

Provisions

    38      (65.6 )                (100.3 ) 
            (1,140.1 )                (889.6 ) 

Non-current liabilities

                

Bank and other loans

    30      (2,898.9 )              (687.3 ) 

Obligations under finance leases

    31      (2.8 )              (3.6 ) 

Trade and other payables

    32      (65.4 )              (27.1 ) 

Post-employment benefit obligations

    35      (279.2 )              (343.5 ) 

Deferred tax liabilities

    37      (793.3 )              (25.3 ) 

Income tax liabilities

         –                –   

Provisions

    38      (24.7 )                (19.2 ) 
            (4,064.3 )                (1,106.0 ) 

Liabilities directly associated with assets held for sale

           (8.1 )                –   

Total liabilities

           (5,212.5 )                (1,995.6 ) 

Net assets

           2,339.8                  1,678.0  

Capital and reserves

                

Share capital

    39      –                79.6  

Shares to be issued

    39      17.6                –   

Share premium account

    39      2,124.7                799.2  

Own shares

    39      –                (8.2 ) 

Capital redemption reserve

    39      –                921.8  

Currency translation reserve

         16.2                (93.0 ) 

Available-for-sale reserve

         –                (0.9 ) 

Accumulated deficit

           (130.2 )                (161.9 ) 

Shareholders’ equity

         2,028.3                1,536.6  

Non-controlling interests

           311.5                  141.4  

Total equity

           2,339.8                  1,678.0  

The consolidated financial statements were approved by the Board of Directors on March 30, 2011.

 

F-6

Table of Contents

Pinafore Holdings B.V.

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

SUCCESSOR

 

     

Share
capital

(note 39)

$ million

     

Shares
to be
issued

(note 39)

$ million

     

Share

premium

account

(note 39)

$ million

     

Currency

translation

reserve

$ million

     

Accumulated
deficit

$ million

    

Total

shareholders’

equity

$ million

    

Non-

controlling

interests

$ million

     

Total

equity

$ million

  

As at September 25, 2010

      –         –         –         –         –        –        –         –   

Q4 2010

                      

(Loss)/profit for the period

      –         –         –         –         (271.1 )      (271.1 )      0.9        (270.2 ) 

Other comprehensive income

      –         –         –         16.2        33.8       50.0       5.9        55.9  

Total comprehensive (loss)/income

      –         –         –         16.2        (237.3 )      (221.1 )      6.8        (214.3 ) 

Other changes in shareholders’ equity:

                      

– Issue of ordinary shares

      –         –         2,124.7        –         –        2,124.7       –         2,124.7  

– Acquisition of subsidiaries

      –         –         –         –         –        –        304.5        304.5  

– Subscription by management

      –         17.6        –         –         –        17.6        –         17.6   

– Share-based incentives

      –         –         –         –         107.1       107.1       0.2        107.3  
       –         17.6        2,124.7        –         107.1       2,249.4       304.7        2,554.1  

As at December 31, 2010

      –         17.6         2,124.7         16.2         (130.2 )      2,028.3        311.5         2,339.8   

An analysis of each item of other comprehensive income/(loss) by component of equity is presented in note 40.

 

F-7

Table of Contents

Pinafore Holdings B.V.

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

PREDECESSOR

 

     

Ordinary

share

capital

(note 39)

$ million

    

Cancellation
reserve

$ million

    

Share

premium

account

(note 39)

$ million

    

Deferred

shares

(note 39)

$ million

    

Own

shares

(note 39)

$ million

  

As at December 29, 2007

      65.5       –        679.4       –        (18.9 ) 

Fiscal 2008

           

(Loss)/profit for the period

      –        –        –        –        –   

Other comprehensive loss

      –        –        –        –        –   

Total comprehensive (loss)/income

      –        –        –        –        –   

Other changes in shareholders’ equity:

           

– Transfer of currency translation difference on change of functional currency

      22.6       –        112.4       –        (3.4 ) 

– Issue of ordinary shares before redenomination

      –        –        0.2       –        –   

– Redenomination of ordinary shares:

           

Cancellation of ordinary shares of 5p each

      (88.1 )      88.1       –        –        –   

Currency translation difference on redenomination

      –        (1.3 )      –        –        –   

Issue of deferred shares of £1 each

      –        –        (0.1 )      0.1       –   

Issue of ordinary shares of 9c each

      79.6       (79.6 )      –        –        –   

Transfer to the share premium account

      –        (7.2 )      7.2       –        –   
     (8.5 )      –        7.1       0.1       –   

– Dividends paid on ordinary shares

      –        –        –        –        –   

– Purchase of own shares

      –        –        –        –        (4.7 ) 

– Transfer of own shares

      –        –        –        –        12.1  

– Share-based incentives

      –        –        –        –        –   

– Dividends paid to minority shareholders

      –        –        –        –        –   

– Shares issued by a subsidiary to minority shareholders

      –        –        –        –        –   

– Non-controlling interest on acquisition of a subsidiary

      –        –        –        –        –   

As at January 3, 2009

      79.6       –        799.1       0.1       (14.9 ) 

Fiscal 2009

           

Profit/(loss) for the period

      –        –        –        –        –   

Other comprehensive (loss)/income

      –        –        –        –        –   

Total comprehensive (loss)/income

      –        –        –        –        –   

Other changes in equity:

           

– Cancellation of deferred shares

      –        –        –        (0.1 )      –   

– Issue of ordinary shares

      –        –        0.1       –        –   

– Dividends paid on ordinary shares

      –        –        –        –        –   

– Purchase of own shares

      –        –        –        –        (1.4 ) 

– Transfer of own shares

      –        –        –        –        8.1  

– Share-based incentives (including a tax benefit of $0.9 million)

      –        –        –        –        –   

– Dividends paid to minority shareholders

      –        –        –        –        –   

– Purchase of a non-controlling interest

      –        –        –        –        –   

– Shares issued by a subsidiary to minority shareholders

      –        –        –        –        –   

As at January 2, 2010

      79.6       –        799.2       –        (8.2 ) 

9M 2010

           

Profit for the period

      –        –        –        –        –   

Other comprehensive (loss)/income

      –        –        –        –        –   

Total comprehensive income/(loss)

      –        –        –        –        –   

Other changes in equity:

           

– Issue of ordinary shares

      0.3       –        15.1       –        –   

– Dividends paid on ordinary shares

      –        –        –        –        –   

– Purchase of own shares

      –        –        –        –        (6.2 ) 

– Transfer of own shares

      –        –        –        –        14.4  

– Share-based incentives (including a tax benefit of $5.2 million)

      –        –        –        –        –   

– Dividends paid to minority shareholders

      –        –        –        –        –   

As at September 24, 2010

      79.9       –        814.3       –        –   

An analysis of each item of other comprehensive income/(loss) by component of equity is presented in note 40.

 

F-8

Table of Contents

Pinafore Holdings B.V.

 

 

 

Capital

redemption

reserve

(note 39)

$ million

     

Currency

translation

reserve

$ million

    

Available-for-

sale reserve

$ million

    

Retained profit /

(accumulated
deficit)

$ million

    

Total

shareholders’

equity

$ million

    

Non-controlling

interests

$ million

    

Total

equity

$ million

  
  718.8        313.7       (0.2 )      379.5       2,137.8       117.0       2,254.8  
            
  –         –        –        (64.6 )      (64.6 )      18.1       (46.5 ) 
  –         (150.1 )      (0.8 )      (72.8 )      (223.7 )      (1.7 )      (225.4 ) 
  –         (150.1 )      (0.8 )      (137.4 )      (288.3 )      16.4       (271.9 ) 
            

 

202.9

 

      (334.5 )      –        –        –        –        –   
  –         –        –        –        0.2       –        0.2  
            
  –         –        –        –        –        –        –   
  –         1.3       –        –        –        –        –   
  –         –        –        –        –        –        –   
  –         –        –        –        –        –        –   
  –         –        –        –        –        –        –   
  –         1.3       –        –        –        –        –   
  –         –        –        (246.2 )      (246.2 )      –        (246.2 ) 
  –         –        –        –        (4.7 )      –        (4.7 ) 
  –         –        –        (12.1 )      –        –        –   
  –         –        –        12.0       12.0       –        12.0  
  –         –        –        –        –        (13.5 )      (13.5 ) 
  –         –        –        –        –        0.4       0.4  
  –         –        –        –        –        8.2       8.2  
  921.7        (169.6 )      (1.0 )      (4.2 )      1,610.8       128.5       1,739.3  
            
  –         –        –        (15.6 )      (15.6 )      21.6       6.0  
  –         76.6       0.1       (97.9 )      (21.2 )      1.9       (19.3 ) 
  –         76.6       0.1       (113.5 )      (36.8 )      23.5       (13.3 ) 
            
  0.1        –        –        –        –        –        –   
  –         –        –        –        0.1       –        0.1  
  –         –        –        (48.3 )      (48.3 )      –        (48.3 ) 
  –         –        –        –        (1.4 )      –        (1.4 ) 
  –         –        –        (8.1 )      –        –        –   
  –         –        –        12.2       12.2       –        12.2  
  –         –        –        –        –        (8.7 )      (8.7 ) 
  –         –        –        –        –        (6.6 )      (6.6 ) 
  –         –        –        –        –        4.7       4.7  
  921.8        (93.0 )      (0.9 )      (161.9 )      1,536.6       141.4       1,678.0  
            
  –         –        –        217.4       217.4       26.2       243.6  
  –         3.1       (0.1 )      (29.9 )      (26.9 )      5.1       (21.8 ) 
  –         3.1       (0.1 )      187.5       190.5       31.3       221.8  
            
  –         –        –        –        15.4       –        15.4  
  –         –        –        (56.9 )      (56.9 )      –        (56.9 ) 
  –         –        –        –        (6.2 )      –        (6.2 ) 
  –         –        –        (14.4 )      –        –        –   
  –         –        –        26.4       26.4       –        26.4  
  –         –        –        –        –        (12.0 )      (12.0 ) 
  921.8        (89.9 )      (1.0 )      (19.3 )      1,705.8       160.7       1,866.5  

 

F-9

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1. Incorporation of the Company and acquisition of Tomkins

Pinafore Holdings B.V. (‘the Company’ or ‘the Successor’) was incorporated on September 1, 2010 in and under the laws of The Netherlands.

The Company’s immediate and ultimate parent entity is Pinafore Coöperatief U.A. (‘the Co-operative’), which also operates in and under the laws of The Netherlands. The Co-operative is owned by a consortium representing the interests of Onex Corporation (‘Onex’), a Canadian private equity investor, Onex Partners III and various syndication participants, and the Canada Pension Plan Investment Board (‘CPPIB’).

On September 24, 2010, Tomkins Acquisitions Limited (formerly Pinafore Acquisitions Limited), a wholly-owned subsidiary of the Company that is incorporated in and under the laws of the United Kingdom, acquired the entire issued ordinary share capital of Tomkins plc (‘the Predecessor’).

Tomkins plc is incorporated in and under the laws of the United Kingdom. On the acquisition date, Tomkins plc was re-registered as a private company and its name was changed to Tomkins Limited.

Further information on the acquisition of the group headed by Tomkins Limited (‘Tomkins’) is presented in note 41.

References in these consolidated financial statements to ‘the Group’ refer, in the periods prior to the acquisition of Tomkins, to Tomkins Limited and its subsidiaries and, in the period subsequent to the acquisition of Tomkins, to the Company and its subsidiaries.

 

2. Nature of operations

As a consequence of the acquisition of Tomkins, the Group comprises a global engineering and manufacturing business.

The Group is organized for management reporting purposes into two business groups: Industrial & Automotive and Building Products. Within these two business groups, management distinguishes between those of the Group’s operating segments that are ongoing and those that have been exited but do not meet the conditions to be classified as discontinued operations.

Industrial & Automotive manufactures a wide range of systems and components for the industrial equipment, car and truck manufacturing markets, and industrial and automotive aftermarkets throughout the world. Industrial & Automotive is comprised of three ongoing operating segments: Power Transmission, Fluid Power and Other Industrial & Automotive.

Building Products is comprised of two ongoing operating segments: Air Distribution and Bathware. Air Distribution

supplies the industrial and residential heating, ventilation and air conditioning market, mainly in North America. Bathware manufactures baths and whirlpools for the residential, and hotel and resort development markets, mainly in North America.

As explained in note 15, the Sensors & Valves operating segment within Industrial & Automotive is classified as a discontinued operation.

 

3. Principal accounting policies

A. Basis of preparation

The consolidated financial statements have been prepared on a going concern basis in accordance with International Financial Reporting Standards (‘IFRSs’) adopted for use in the European Union and, except as described under the heading ‘Financial instruments’, under the historical cost convention.

From the Group’s perspective, there are no applicable differences between IFRS adopted for use in the European Union and IFRS as issued by the International Accounting Standards Board (‘IASB’) and, therefore, the financial statements also comply with IFRSs as issued by the IASB.

During the period, the Group adopted early the Amendments to IAS 24 ‘Related Party Disclosures’ and the Amendments to IFRIC 14 ‘IAS19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’ that were issued by the IASB in November 2009. Adoption of these pronouncements had no impact on the Group’s results or financial position.

B. Accounting periods

Financial statements are presented for the periods preceding and succeeding the acquisition of Tomkins.

The financial statements for the periods preceding the acquisition of Tomkins, the Predecessor financial statements, comprise the consolidated financial statements of Tomkins Limited. Prior to the acquisition, Tomkins drew up its annual financial statements to the Saturday nearest December 31. Accordingly, Predecessor financial statements are presented for the 53-week period from December 30, 2007 to January 3, 2009 (‘Fiscal 2008’), the 52-week period from January 4, 2009 to January 2, 2010 (‘Fiscal 2009’) and the 38-week period from January 3, 2010 to September 24, 2010 (‘9M 2010’). The Predecessor financial statements do not reflect the effects of the accounting for the acquisition of Tomkins.

The financial statements for the period succeeding the acquisition, the Successor financial statements, comprise the Company’s consolidated financial statements. The Company draws up its annual financial statements to December 31. Although the Company was incorporated on September 1, 2010, it had no assets or liabilities

(other than the proceeds of the ordinary shares issued on incorporation) and no operations prior to the acquisition of Tomkins. Accordingly, the Successor financial statements

 

 

F-10

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

3. Principal accounting policies continued

 

B. Accounting periods (continued)

 

present the results of the Successor’s operations for the 14-week period from September 25, 2010 to December 31, 2010 (‘Q4 2010’).

C. Basis of consolidation

The consolidated financial statements include the results, cash flows and assets and liabilities of the Company and its subsidiaries, and the Group’s share of the results and net assets of its associates.

A subsidiary is an entity controlled, either directly or indirectly, by the Company, where control is the power to govern the financial and operating policies of the entity so as to obtain benefit from its activities. The results of a subsidiary acquired during the period are included in the Group’s results from the effective date of acquisition. The results of a subsidiary sold during the period are included in the Group’s results up to the effective date of disposal.

Intra-Group transactions and balances, and any unrealized profits or losses arising from intra-Group transactions, are eliminated on consolidation.

D. Associates

An associate is an entity over which the Company, either directly or indirectly, is in a position to exercise significant influence by participating in, but not controlling or jointly controlling, the financial and operating policies of the entity.

Associates are accounted for using the equity method whereby the investments in associates are carried in the balance sheet at cost as adjusted for changes in the Group’s share of the net assets of the associate, less any recognized impairment. Profits or losses recognized by the Company or its subsidiaries on transactions with an associate are eliminated to the extent of the Group’s interest in the associate concerned.

Losses of an associate in excess of the Group’s interest in the entity are not recognized, except to the extent that the Group has incurred obligations on behalf of the entity.

E. Foreign currency translation

At entity level, transactions denominated in foreign currencies are translated into the entity’s functional currency at the exchange rate ruling on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rate ruling on the balance sheet date. Currency translation differences arising at entity level are recognized in profit or loss.

On consolidation, the results of foreign operations are translated into the Group’s presentation currency at the average exchange rate for the period and their assets and liabilities are translated into the Group’s presentation

currency at the exchange rate ruling on the balance sheet date. Currency translation differences arising on consolidation are recognized in other comprehensive income and taken to the currency translation reserve.

In the event that a foreign operation is sold, the gain or loss on disposal recognized in profit or loss is determined after taking into account the cumulative currency translation differences arising on consolidation of the operation.

In the cash flow statement, the cash flows of foreign operations are translated into the Group’s presentation currency at the average exchange rate for the period.

F. Revenue

Revenue from the sale of goods is measured at the invoiced amount net of returns, early settlement discounts, rebates and sales taxes and is recognized only where there is persuasive evidence of a sales agreement, the delivery of goods has occurred and, where there are contractual acceptance provisions, the customer has accepted the goods (or the right to reject them has lapsed), the sale price is fixed or determinable and the collectability of revenue is reasonably assured.

Where a customer has the right to return unwanted goods, future returns are estimated based on historical returns profiles. Settlement discounts that may apply to unpaid invoices are estimated based on the settlement histories of the relevant customers. Rebates that may apply to issued invoices are estimated based on expected total qualifying sales to the relevant customers.

Interest income is accrued on a time basis using the effective interest method.

Dividend income is recognized when payment is received.

G. Restructuring initiatives

Restructuring initiatives comprise expenses incurred in major projects undertaken to rationalize and improve the cost competitiveness of the Group and consequential gains and losses arising on the disposal or exit of businesses or on the disposal of assets.

H. Borrowing costs

Borrowing costs directly attributable to the construction of a production, distribution or administration facility are capitalized as part of the cost of the facility if, at the outset of construction, the facility was expected to take more than 12 months to get ready for its intended use.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

I. Business combinations

 

(i) Background

Effective January 3, 2010, the Group adopted IFRS 3 (Revised 2008) ‘Business Combinations’, IAS 27 (Revised

 

F-11

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

3. Principal accounting policies continued

 

I. Business combinations (continued)

 

2008) ‘Consolidated and Separate Financial Statements’, which contained a number of changes that affected the accounting for business combinations and subsequent changes in the Group’s ownership interest in a subsidiary. The revised standards were applied prospectively to business combinations with an effective date of acquisition on or after January 3, 2010.

 

(ii) Businesses acquired before January 3, 2010

Business combinations were accounted for using the purchase method.

Goodwill arising in a business combination was measured as the excess of the cost of acquisition over the interest acquired by the Group in the fair value of the identifiable assets, liabilities and contingent liabilities of the acquired business that were recognized at the acquisition date. Where the interest acquired by the Group in the fair value of the identifiable assets, liabilities and contingent liabilities that were recognized exceeded the cost of acquisition, the excess was recognized as a gain in profit or loss.

The cost of acquisition comprised the aggregate of the fair values of the assets given, liabilities incurred or assumed and equity instruments issued by the Group in exchange for control over the acquired business and any costs directly attributable to the business combination.

The identifiable assets, liabilities and contingent liabilities of the acquired business that were recognized were measured at their fair value at the acquisition date, except for assets that were classified as held for sale, which were measured at fair value less costs to sell.

Any non-controlling interests were initially measured at their share of the identifiable assets, liabilities and contingent liabilities of the acquired business that were recognized at the acquisition date.

If the initial accounting for a business combination was incomplete by the end of the reporting period in which the combination occurred, the Group reported provisional amounts for the items for which the accounting was incomplete. If, within a maximum of one year after the acquisition date, new information was obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date, adjustments were made to the amounts recognized, or new assets and liabilities recognized, as at the acquisition date. Otherwise, with the exception of adjustments to contingent consideration and the recognition of previously unrecognized deferred tax assets of the acquired business, adjustments to the provisional amounts were recognized in profit or loss.

 

Subsequent adjustments to the estimated amount of contingent consideration were recognized as adjustments to the cost of acquisition.

Where deferred tax assets of the acquired business at the acquisition date were not initially recognized but were subsequently recognized, the income tax benefit was recognized as income but, in addition, the Group reduced the carrying amount of goodwill recognized on the acquisition and recognized the reduction in the carrying amount of goodwill as an expense in profit or loss.

Where a business combination was achieved in stages, the Group treated each exchange transaction separately and applied the purchase method at the date of each exchange transaction.

Where the Group sold an interest in a subsidiary, the difference between the consideration received and the carrying amount of the interest in the subsidiary that was sold was recognized in profit or loss.

 

(iii) Businesses acquired on or after January 3, 2010

A business combination is a transaction or other event in which the Group obtains control of one or more businesses.

Business combinations are accounted for using the acquisition method.

Goodwill arising in a business combination is measured as the excess of the aggregate of the consideration transferred, the amount of any non-controlling interest in the acquired business and, in a business combination achieved in stages, the fair value at the acquisition date of the Group’s previously held equity interest in the acquired business, over the identifiable assets and liabilities of the acquired business at the acquisition date. If the identifiable assets and liabilities of the acquired business exceed the aggregate of the consideration transferred, the amount of any non-controlling interest in the acquired business and the fair value at the acquisition date of any previously held equity interest, that excess is recognized as a gain in profit or loss.

Consideration transferred in a business combination is measured at the aggregate of the fair values of the assets given, liabilities incurred or assumed and equity instruments issued by the Group in exchange for control over the acquired business. Acquisition-related costs are recognized in profit or loss as incurred.

Any non-controlling interests in the acquired business are measured either at fair value or at the non-controlling interest’s proportionate share of the identifiable assets and liabilities of the acquired business.

Identifiable assets and liabilities of the acquired business are measured at their fair value at the acquisition date,

 

F-12

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

3. Principal accounting policies continued

 

I. Business combinations (continued)

 

except for the following that are measured in accordance with the relevant Group accounting policy:

 

- pensions and other post-employment benefit arrangements;

 

- equity instruments related to the replacement of share-based incentives awarded to employees of the acquired business;

 

- deferred tax assets and liabilities of the acquired business; and

 

- assets classified as held for sale.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. If, within a maximum of one year after the acquisition date, new information is obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date, adjustments are made to the amounts recognized, or new assets and liabilities recognized, as at the acquisition date. Otherwise, any adjustments to the provisional amounts are recognized in profit or loss.

When a business combination is achieved in stages, the Group’s previously held interests in the acquired business are remeasured to their fair value when the Group obtains control of the acquired business and the resulting gain or loss, if any, is recognized in profit or loss.

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for within equity. In such circumstances, the carrying amounts of equity attributable to the shareholders of the Company and to non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the shareholders of the Company.

If the Group loses control of a subsidiary, it derecognizes the assets and liabilities and related equity components of the former subsidiary and measures any investment retained in the former subsidiary at its fair value at the date when control is lost. Any gain or loss is recognized in profit or loss.

J. Goodwill

Goodwill arising in a business combination is recognized as an intangible asset and is allocated to the CGU or group of CGUs that are expected to benefit from the synergies of the acquisition.

Where a number of CGUs or groups of CGUs are acquired in a business combination, the goodwill attributable to each of them is determined by allocating the purchase consideration in proportion to their respective business enterprise values and comparing the allocated purchase consideration with the fair value of the identifiable assets and liabilities of the CGU or group of CGUs.

Goodwill is not amortized but is tested at least annually for impairment and carried at cost less any recognized impairment.

K. Other intangible assets

Other intangible assets are stated at cost less accumulated amortization and any recognized impairment losses.

 

(i) Assets acquired in business combinations

An intangible resource acquired in a business combination is recognized as an intangible asset if it is separable from the acquired business or arises from contractual or legal rights. An acquired intangible asset with a definite useful life is amortized on a straight-line basis so as to charge its cost, which represents its fair value at the date of acquisition, to profit or loss over its expected useful life, as follows:

 

Customer relationships

    16 to 19 years

Technology and know how

    7 to 9 years

Acquired brands and trade names are considered to have an indefinite useful life and are not amortized but are tested at least annually for impairment and carried at cost less any recognized impairment.

 

(ii) Product development costs

All research expenditure is charged to profit or loss in the period in which it is incurred.

Development expenditure is charged to profit or loss in the period in which it is incurred unless it relates to the development of a new or significantly improved product, it is incurred after the technical feasibility of the product has been proven, and customer orders have been received that are expected to provide income sufficient to cover the further development expenditure that will be incurred prior to the product going into full production. Capitalized development expenditure is amortized on a straight-line basis such that it is charged to profit or loss over the expected life of the resulting product.

 

(iii) Computer software

Computer software that is not integral to an item of property, plant and equipment is recognized separately as an intangible asset. Amortization is provided on a straight-line basis so as to charge the cost of the software to profit or loss over its expected useful life, which is in the range 3 to 5 years.

 

F-13

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

3. Principal accounting policies continued

 

L. Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any recognized impairment losses.

Freehold land and assets under construction are not depreciated. Depreciation of property, plant and equipment, other than freehold land and assets under construction, is generally provided on a straight-line basis so as to charge the depreciable amount to profit or loss over the useful life of the asset as follows:

 

Freehold buildings and long-leasehold property

    50 years

Short-leasehold property

    Length of lease

Plant, equipment and vehicles

    2 to 40 years

Property, plant and equipment acquired in a business combination is depreciated so as to charge the depreciable amount, which represents its fair value at the date of acquisition less expected residual value, to profit or loss over the remaining useful life of the asset.

M. Leases

Leases that confer rights and obligations similar to those that attach to owned assets are classified as finance leases. All other leases are classified as operating leases.

Assets held under finance leases are included within property, plant and equipment, initially measured at their fair value or, if lower, the present value of the minimum lease payments, and a corresponding liability is recognized within obligations under finance leases. Subsequently, the assets are depreciated on a basis consistent with similar owned assets or over the term of the lease, if shorter. At inception of the lease, the lease rentals are apportioned between an interest element and a capital element so as to produce a constant periodic rate of interest on the outstanding liability. Thereafter, the interest element is recognized as an expense in profit or loss while the capital element is applied to reduce the outstanding liability.

Operating lease payments, and any incentives receivable, are recognized in profit or loss on a straight-line basis over the term of the lease.

N. Impairment of long-lived assets

Goodwill, other intangible assets and property, plant and equipment are tested for impairment whenever events or circumstances indicate that their carrying amounts might be impaired. Additionally, goodwill, other intangible assets considered to have an indefinite useful life and any capitalized development expenditure relating to a product that is not yet in full production are subject to an annual impairment test.

An asset is impaired to the extent that its carrying amount exceeds its recoverable amount, which represents the higher of the asset’s value in use and its fair value less costs to sell. An asset’s value in use represents the present value of the future cash flows expected to be derived from the continued use of the asset. Fair value less costs to sell is the amount obtainable from the sale of the asset in an arm’s length transaction between knowledgeable, willing parties, less the costs of disposal.

Where it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount is determined for the CGU to which the asset belongs. An asset’s CGU is the smallest group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Goodwill does not generate cash flows independently of other assets and is, therefore, tested for impairment at the level of the CGU or group of CGUs to which it is allocated.

Where appropriate, impairment of long-lived assets other than goodwill is recognized before goodwill is tested for impairment. When goodwill is tested for impairment and the carrying amount of the CGU or group of CGUs to which the goodwill has been allocated exceeds its recoverable amount, the impairment is allocated first to reduce the carrying amount of the goodwill and then to the other long-lived assets belonging to the CGU or group of CGUs pro-rata on the basis of their carrying amounts.

Impairments are recognized in profit or loss. Impairments recognized in previous periods for long-lived assets other than goodwill are reversed if there has been a change in the estimates used to determine the asset’s recoverable amount, but only to the extent that the carrying amount of the asset does not exceed its carrying amount had no impairment been recognized in previous periods. Impairments recognized in respect of goodwill are not reversed.

O. Inventories

Inventories are valued at the lower of cost and net realizable value, with due allowance for any excess, obsolete or slow-moving items. Cost represents the expenditure incurred in bringing inventories to their existing location and condition, which may include the cost of raw materials, direct labor costs, other direct costs and related production overheads. Cost is generally determined on a first in, first out basis. Net realizable value is the estimated selling price less costs to complete and sell.

P. Grants

Grants received relating to property, plant and equipment are treated as deferred income and recognized in profit or loss in equal installments over the expected useful life of

 

F-14

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

3. Principal accounting policies continued

 

P. Grants (continued)

 

the asset concerned. Other grants received are recognized in profit or loss on a systematic basis so as to match them with the costs they are intended to compensate or, if those costs have already been recognized, the grants are recognized in profit or loss in the period in which they are received.

Q. Financial instruments

 

(i) Investments

Listed investments are classified as available-for-sale and are measured at fair value. Changes in their fair values are recognized in other comprehensive income and taken to the available-for-sale reserve, except to the extent that they represent an other than temporary impairment in which case the impairment is recognized in profit or loss. In the event that such an investment is sold, the realized gain or loss is transferred from other comprehensive income to profit or loss.

 

(ii) Trade receivables

Trade receivables represent the amount of sales of goods to customers for which payment has not been received, less an allowance for doubtful accounts that is estimated based on factors such as the credit rating of the customer, historical trends, the current economic environment and other information.

 

(iii) Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, deposits available on demand and other short-term, highly-liquid investments with a maturity on acquisition of three months or less, and bank overdrafts. Bank overdrafts are presented as current liabilities to the extent that there is no right of offset with cash balances.

 

(iv) Trade payables

Trade payables represent the amount of invoices received from suppliers for purchases of goods and services for which payment has not been made.

 

(v) Bank and other loans

Bank and other loans are initially measured at fair value, net of directly attributable transaction costs, if any, and are subsequently measured at amortized cost using the effective interest rate method.

 

(vi) Derivative financial instruments

From time to time, the Group uses derivative financial instruments, principally foreign currency swaps, forward foreign currency contracts and interest rate swaps, to reduce its exposure to exchange rate and interest rate movements. The Group does not hold or issue derivatives for speculative purposes.

Derivative financial instruments are recognized as assets and liabilities measured at their fair values at the balance

sheet date. Changes in their fair values are recognized in profit or loss and this is likely to cause volatility in situations where the carrying value of the hedged item is not normally adjusted to reflect fair value changes arising from the hedged risk or is so adjusted but that adjustment is not recognized in profit or loss. Provided the conditions specified by IAS 39 ‘Financial Instruments: Recognition and Measurement’ are met, hedge accounting may be used to mitigate this volatility.

The Group does not generally apply hedge accounting to transactional foreign currency hedging relationships, such as hedges of forecast or committed transactions. It does, however, apply hedge accounting to translational foreign currency hedging relationships and to hedges of its interest rate exposures where it is permissible to do so under IAS 39. When hedge accounting is used, the relevant hedging relationships are classified as a fair value hedge, a cash flow hedge or, in the case of a hedge of the Group’s net investment in a foreign operation, a net investment hedge.

Where the hedging relationship is classified as a fair value hedge, the carrying amount of the hedged asset or liability is adjusted by the change in its fair value attributable to the hedged risk and the resulting gain or loss is recognized in profit or loss where, to the extent that the hedge is effective, it offsets the change in the fair value of the hedging instrument.

Where the hedging relationship is classified as a cash flow hedge or as a net investment hedge, to the extent the hedge is effective, the change in the fair value of the hedging instrument attributable to the hedged risk is recognized in other comprehensive income rather than in profit or loss. When the hedged item in a cash flow hedge is recognized in the financial statements, the accumulated gain or loss recognized in other comprehensive income is either transferred to profit or loss or, if the hedged item results in a non-financial asset, is recognized as an adjustment to the asset’s initial carrying amount. In the event that a foreign operation that is designated as a hedged item in a net investment hedge is sold, the accumulated currency translation gain or loss on the hedging instrument that is recognized in other comprehensive income is transferred to profit or loss and included in the gain or loss on disposal of the foreign operation.

Derivative financial instruments are classed as current assets or liabilities unless they are in a designated hedging relationship and the hedged item is classified as a non-current asset or liability.

Derivative financial instruments that are not in a designated hedging relationship are classified as held for trading.

 

F-15

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

3. Principal accounting policies continued

 

Q. Financial instruments (continued)

 

(vii) Contracts to buy or sell non-financial items

From time to time, the Group enters into forward contracts to fix the price of energy and raw materials purchased for use in its manufacturing operations. Such contracts fall outside the scope of IAS 39, provided that they were entered into and continue to be held for the purpose of receipt or delivery in accordance with the Group’s expected purchase, sale or usage requirements. Where these conditions are not met, the contracts are classified and accounted for in the same way as derivative financial instruments.

 

(viii) Embedded derivatives

A derivative embedded in a non-derivative hybrid contract is separated from the host contract when its risks and characteristics are not closely related to those of the host contract and the hybrid contract is not measured at fair value with changes in fair value recognized in profit or loss. An embedded derivative that is separated from its host contract is presented as a separate asset or liability measured at fair value with changes in fair value recognized in profit or loss and is classed as a current or non-current asset or liability based on the cash flows of the hybrid contract.

R. Post-employment benefits

Post-employment benefits comprise pension benefits provided to employees throughout the world and other benefits, mainly healthcare, provided to certain employees in North America.

For defined contribution plans, the cost of providing the benefits represents the Group’s contributions to the plans and is recognized in profit or loss in the period in which the contributions fall due.

For defined benefit plans, the cost of providing the benefits is determined based on actuarial valuations of each of the plans that are carried out annually at the Group’s balance sheet date by independent, qualified actuaries. Plan assets are measured at their fair value at the balance sheet date. Benefit obligations are measured on an actuarial basis using the projected unit credit method.

The cost of defined benefit plans recognized in profit or loss comprises the net total of the current service cost, the past service cost, the expected return on plan assets, the interest cost and the effect of any curtailments or settlements. The current service cost represents the increase in the present value of the plan liabilities expected to arise from employee service in the current period. The past service cost is the change in the benefit obligation that results from changes in the benefits payable in respect of employee service in prior periods.

The past service cost may be either positive or negative and is recognized in profit or loss on a straight-line basis over the vesting period, or immediately if the benefits have vested.

The expected return on plan assets is based on market expectations at the beginning of the period of future returns over the life of the benefit obligation. The interest cost represents the increase in the benefit obligation due to the passage of time. The discount rate used is determined at the balance sheet date by reference to market yields on high-quality corporate bonds, where available, or on government bonds. Gains or losses on curtailments or settlements are recognized in profit or loss in the period in which the curtailment or settlement occurs.

Actuarial gains and losses, which represent differences between the expected and actual returns on the plan assets and the effect of changes in the actuarial assumptions, are recognized in other comprehensive income in the period in which they occur.

The defined benefit liability or asset recognized in the balance sheet comprises the net total for each plan of the present value of the benefit obligation, minus any past service costs not yet recognized, minus the fair value of the plan assets at the balance sheet date. Where a plan is in surplus, the asset recognized is limited to the amount of any unrecognized past service costs and the present value of any amounts that the Group expects to recover by way of refunds or a reduction in future contributions. The net total for all plans in surplus is classified as a non-current asset. The net total for all plans in deficit is classified as a non-current liability.

S. Share-based incentives

Share-based incentives are provided to employees under the Group’s share option, bonus and other share award schemes. All ongoing schemes are classified as equity-settled. The Group recognizes a compensation expense in respect of these schemes that is based on the market-based value of the awards, which, where appropriate, is measured using either the Black-Scholes option-pricing formula or a Monte Carlo valuation model. Expected volatility of the price of the shares that are subject to an award is measured using the Merton model based on the volatility of the price of equivalent listed securities. Market-based value is determined at the grant date and reflects market performance conditions and all non-vesting conditions. Market-based value is not subsequently remeasured unless the conditions on which the award was granted are modified. If an award is modified, an additional compensation expense is recognized if and to the extent that the market-based value of the modified award is higher than the fair value of the existing award both measured at the modification date.

 

F-16

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

3. Principal accounting policies continued

 

S. Share-based incentives (continued)

 

Generally, the compensation expense is recognized on a straight-line basis over the vesting period. Adjustments are made to reduce the compensation expense to reflect expected and actual forfeitures during the vesting period due to failure to satisfy a service condition or a non-market performance condition.

In the event of a cancellation, whether by the Group or by a participating employee, or settlement of an award by the Group, the compensation expense that would have been recognized over the remainder of the vesting period is recognized immediately in profit or loss. Any payment made to the employee on cancellation or settlement is accounted for as the repurchase of an equity interest, except if the payment exceeds the market-based value of the award measured on the settlement date when the excess is recognized as an additional compensation expense. Where new equity-settled awards are granted that are identified by the Group as replacements for the cancelled awards, the replacement awards are accounted for as a modification of the cancelled awards.

T. Provisions

A provision is a liability of uncertain timing or amount and is generally recognized when the Group has a present obligation as a result of a past event, it is probable that payment will be made to settle the obligation and the payment can be estimated reliably. Additionally, in a business combination, a provision is required in respect of a present obligation of the acquired business at the acquisition date even where it is not probable that payments will be made to settle the obligation but the payment can be estimated reliably.

Provision is made for warranty claims when the relevant products are sold, based on historical experience of the nature, frequency and average cost of warranty claims.

Provision is made for the cost of product recalls if management considers it probable that it will be necessary to recall a specific product and the amount can be reasonably estimated.

Provision is made for restructuring costs when a detailed formal plan for the restructuring has been determined and the plan has been communicated to the parties that may be affected by it. Gains from the expected disposal of assets are not taken into account in measuring restructuring provisions and provision is not made for future operating losses.

Provision is made for claims for compensation for injuries sustained by the Group’s employees while at work. The provision represents management’s best estimate of the liability for claims made but not yet fully settled and for

incidents which have occurred but have not yet been reported to the Group. The Group’s liability for claims made but not yet fully settled is calculated on an actuarial basis by a third party administrator. Historical data trends are used to estimate the liability for unreported incidents.

U. Taxation

Current tax is the amount of tax payable or recoverable in respect of the taxable profit or loss for the period. Taxable profit differs from accounting profit because it excludes items of income or expense that are recognized in the period for accounting purposes but are either not taxable or deductible for tax purposes or are taxable or deductible in other periods. Current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.

The Group recognizes provisions in respect of uncertain tax positions whereby additional current tax may become payable in future periods following the audit by the tax authorities of previously-filed tax returns. Provisions for uncertain tax positions are based upon management’s assessment of the likely outcome of issues associated with assumed permanent differences, interest that may be applied to temporary differences, and the possible disallowance of tax credits and penalties. Provisions for uncertain tax positions are reviewed regularly and are adjusted to reflect events such as the expiry of limitation periods for assessing tax, administrative guidance given by the tax authorities and court decisions.

Deferred tax is tax expected to be payable or recoverable on differences between the carrying amount of an asset or a liability and its tax base used in the computation of taxable profit. Deferred tax is accounted for using the liability method, whereby deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available in the foreseeable future against which the deductible temporary differences may be utilized.

Deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill or from the initial recognition of other assets and liabilities in a transaction other than a business combination that affects neither accounting profit nor taxable profit.

Deferred tax is provided on temporary differences arising on investments in foreign subsidiaries and associates, except to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is not probable that the temporary difference will reverse in the foreseeable future.

Deferred tax is calculated using the tax rates that are expected to apply in the period in which the liability is settled or the asset is realized.

 

F-17

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

3. Principal accounting policies continued

 

U. Taxation (continued)

 

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the amounts and management intends to settle on a net basis. Deferred tax assets and deferred tax liabilities are offset where there is a legally enforceable right to offset current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.

Current and deferred tax is recognized in profit or loss unless it relates to an item that is recognized in the same or a different period outside profit or loss, in which case it too is recognized outside profit or loss, either in other comprehensive income or directly in equity.

V. Assets held for sale and discontinued operations

An asset is classified as held for sale if its carrying amount will be recovered by sale rather than by continuing use in the business, the asset is available for immediate sale in its present condition, management is committed to, and has initiated, a plan to sell the asset which, when initiated, was expected to result in a completed sale within 12 months. An extension of the period required to complete the sale does not preclude the asset from being classified as held for sale, provided the delay was for reasons beyond the Group’s control and management remains committed to its plan to sell the asset. Assets that are classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.

A discontinued operation is a component of an entity that has either been disposed of, or satisfies the criteria to be classified as held for sale, and represents a separate major line of business or geographic area of operations, is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations, or is a subsidiary acquired exclusively with a view to disposal.

W. Accounting pronouncements not yet adopted

Recently-issued accounting pronouncements that may be relevant to the Group’s operations but have not yet been adopted are outlined below. Management does not expect that the adoption of these pronouncements will have a material impact on the Group’s results or financial position.

IFRS 9 ‘Financial Instruments’

In November 2009, the IASB issued IFRS 9 which represents the first phase of its replacement of IAS 39 and introduces new requirements for the classification and measurement of financial assets and removes the need to separately account for certain embedded derivatives.

IFRS 9 is effective for annual periods commencing on or after January 1, 2013. Early adoption is permitted, but the standard has not yet been endorsed for use in the European Union.

‘Improvements to IFRSs 2010’

In May 2010, the IASB published amendments to seven IFRSs that address a number of issues, including the measurement in a business combination of non-controlling interests and the un-replaced or voluntarily replaced share-based payment awards of an acquired entity, the presentation of the analysis of other comprehensive income by item and clarification of certain disclosures about financial instruments.

While the amendments are effective for annual periods beginning on or after either July 1, 2010 or January 1, 2011, they have not yet been endorsed for use in the European Union.

 

4. Critical accounting estimates

A. Background

When applying the Group’s accounting policies, management must make assumptions and estimates concerning the future that affect the carrying amounts of assets and liabilities at the balance sheet date, the disclosure of contingencies that existed at the balance sheet date and the amounts of revenue and expenses recognized during the accounting period. Such assumptions and estimates are based on factors such as historical experience, the observance of trends in the industries in which the Group operates and information available from the Group’s customers and other outside sources.

Due to the inherent uncertainty involved in making assumptions and estimates, actual outcomes could differ from those assumptions and estimates. An analysis of the key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of the Group’s assets and liabilities within the next financial year is presented below.

B. Post-employment benefits

The Group operates pension plans throughout the world, covering the majority of its employees. Pension benefits are provided by way of both defined contribution plans and defined benefit plans. The Group’s defined benefit pension plans are closed to new entrants. The Group also provides other post-employment benefits, principally health and life insurance cover, to certain of its employees in North America by way of unfunded defined benefit plans.

The Group accounts for post-employment benefits in accordance with IAS 19 ‘Employee Benefits’, whereby the cost of defined benefit plans is determined based on

 

F-18

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

4. Critical accounting estimates continued

 

B. Post-employment benefits (continued)

 

actuarial valuations of the plans that are carried out annually at the Group’s balance sheet date. The actuarial valuations are dependent on assumptions about the future that are made by management on the advice of independent qualified actuaries.

If actual experience differs from these assumptions, there could be a material change in the amounts recognized by the Group in respect of defined benefit plans in the next financial year.

As at December 31, 2010, the present value of the benefit obligation was $1,258.5 million. The benefit obligation is calculated using a number of assumptions including future salary increases, increases to pension benefits, mortality rates and, in the case of post-employment medical benefits, the expected rate of increase in medical costs. The present value of the benefit obligation is calculated by discounting the benefit obligation using market yields on high-quality corporate bonds at the balance sheet date. As at December 31, 2010, the fair value of the plan assets was $1,011.1 million.

The plan assets consist largely of listed securities and their fair values are subject to fluctuation in response to changes in market conditions.

Effects of changes in the actuarial assumptions underlying the benefit obligation, effects of changes in the discount rate applicable to the benefit obligation and effects of differences between the expected and actual return on the plan assets are classified as actuarial gains and losses and are recognized in other comprehensive income. During 2010, the Group recognized a net actuarial gain of $70.1 million. Further actuarial gains and losses will be recognized during the next financial year.

An analysis of the assumptions that will be used by management to determine the cost of defined benefit plans that will be recognized in profit or loss in the next financial year is presented in note 35.

C. Impairment of long-lived assets

Goodwill, other intangible assets and property, plant and equipment are tested for impairment whenever events or circumstances indicate that their carrying amounts might be impaired. Additionally, goodwill and other intangible assets that have indefinite useful lives are subject to an annual impairment test. Due to the nature of the Group’s operations, it is generally not possible to estimate the recoverable amount for individual long-lived assets and impairment tests are usually based on the value in use of the CGU or group of CGUs to which the asset belongs.

Value in use represents the net present value of the cash flows expected to arise from the relevant CGU or group of

CGUs and its calculation requires management to estimate those cash flows and to apply a suitable discount rate to them.

Management bases the estimated cash flows of the CGU or group of CGUs on assumptions such as the future changes in sales volumes, future changes in selling prices, and future changes in material prices, salaries and other costs. Management determines a discount rate for each CGU or group of CGUs using a capital asset pricing model, which is based on variables including the applicable risk-free interest rates and, for determining the cost of equity, the long-term equity risk premium and the assumed share price volatility relative to the market and, for determining the cost of debt, the assumed credit risk spreads.

As at December 31, 2010, the carrying amount of long-lived assets was $5,373.0 million. Impairment losses may be recognized on these assets within the next financial year if there are adverse changes in the variables and assumptions underlying the estimated future cash flows of the CGUs or the discount rates that are applied to those cash flows. The sensitivity of the carrying amount of goodwill to the key assumptions underlying the value in use calculations is discussed in note 20.

D. Inventory

Inventories are stated at the lower of cost and net realizable value, with due allowance for excess, obsolete or slow-moving items. Net realizable value is based on current assessments of future demand, market conditions and new product development initiatives. As at December 31, 2010, the carrying value of inventories was $693.5 million, net of allowances of $7.9 million. Should demand for the Group’s products decline during the next financial year, additional allowances may be necessary in respect of excess or slow-moving items.

E. Financial instruments

Derivative financial instruments are recognized as an asset or a liability measured at their fair value at the balance sheet date. The fair value of derivatives continually changes in response to changes in prevailing market conditions and applicable credit risk spreads.

Where permissible under IAS 39, the Group uses hedge accounting to mitigate the impact of changes in the fair value of derivatives on profit or loss but the Group’s results may be affected by changes in the fair values of derivatives where hedge accounting cannot be applied or due to hedge ineffectiveness.

F. Workers’ compensation

Provision is made for claims for compensation for injuries sustained by the Group’s employees while at work. The Group’s liability for claims made but not fully settled is calculated on an actuarial basis. Historical data trends are

 

F-19

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

4. Critical accounting estimates continued

 

F. Workers’ compensation (continued)

 

used to estimate the liability for unreported incidents. As at December 31, 2010, the workers’ compensation provision amounted to $21.6 million.

Further provision may be necessary within the next financial year if the actual cost of settling claims exceeds management’s estimates.

G. Environmental liabilities

Provision is made for the estimated cost of known environmental remediation obligations in relation to the Group’s current and former manufacturing facilities. Cost estimates include the expenditure expected to be incurred in the initial remediation effort and, where appropriate, in the long-term monitoring of the relevant sites. Management monitors for each remediation project the costs incurred to date against expected total costs to complete and operates procedures to identify possible remediation obligations that are presently unknown.

As at December 31, 2010, the provision for environmental remediation costs amounted to $12.0 million. Further provision may be necessary within the next financial year if actual remediation costs exceed expected costs, new remediation obligations are identified or there are changes in the circumstances affecting the Group’s legal or constructive remediation obligations.

H. Product warranties

Provision is made for the estimated cost of future warranty claims on the Group’s products. Management bases the provision on historical experience of the nature, frequency and average cost of warranty claims and takes into account recent trends that might suggest that the historical claims experience may differ from future claims. As at December 31, 2010, the Group’s provision for warranty claims amounted to $12.1 million. Further provision may be necessary within the next financial year if actual claims experience differs from management’s estimates.

I. Taxation

The Group is subject to income tax in most of the jurisdictions in which it operates. Management is required to exercise significant judgment in determining the Group’s provision for income taxes.

Estimation is required of taxable profit in order to determine the Group’s current tax liability. Management’s judgment is required in relation to uncertain tax positions whereby additional current tax may become payable in the future following the audit by the tax authorities of previously-filed tax returns. It is possible that the final outcome of these uncertain tax positions may differ from management’s estimates.

Estimation is also required of temporary differences between the carrying amount of assets and liabilities and their tax base. Deferred tax liabilities are recognized for all taxable temporary differences but, where there exist deductible temporary differences, management’s judgment is required as to whether a deferred tax asset should be recognized based on the availability of future taxable profits. As at December 31, 2010, the Group recognized net deferred tax liabilities amounting to $779.9 million. Deferred tax assets of $825.1 million were not recognized in respect of tax losses and tax credits carried forward. It is possible that the deferred tax assets actually recoverable may differ from the amounts recognized if actual taxable profits differ from management’s estimates.

As at December 31, 2010, the aggregate amount of temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not been recognized was $1,375.0 million. Deferred tax liabilities have not been recognized on these temporary differences because the Group is able to control the timing of their reversal and it is not probable that they will reverse in the foreseeable future. Income tax may become payable on these temporary differences if circumstances change, for example upon the repatriation of assets from the subsidiaries concerned or on the sale or liquidation of one or more of them.

 

5. Segment information

A. Background

The Group’s operating segments are identified by grouping together businesses that manufacture similar products, as this is the basis on which information is provided to the Board for the purposes of allocating resources within the Group and assessing the performance of the Group’s businesses.

The Group’s internal management reports distinguish between those of the Group’s continuing operations that are ongoing and those that have been exited but do not meet the conditions to be classified as discontinued operations.

The Group’s ongoing operating segments are described in note 2.

The Group’s exited operating segments comprise: the Stant and Standard-Thomson businesses that were sold in Fiscal 2008 (‘Caps & Thermostats’) and the Philips Doors & Windows business that was closed during Fiscal 2009 (‘Doors & Windows’).

During the second quarter of 2011, management began actively seeking a buyer for the businesses that comprise our Sensors & Valves operating segment within Industrial & Automotive. This operating segment is now classified as a discontinued operation.

B. Measure of segment profit or loss

The Board uses adjusted earnings before interest, tax, depreciation and amortization (‘adjusted EBITDA’) to measure the profitability of each segment. Adjusted EBITDA is, therefore, the measure of segment profit or loss presented in the Group’s segment disclosures.

 

F-20

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

5. Segment information continued

 

B. Measure of segment profit or loss (continued)

 

EBITDA represents profit or loss for the period before net finance costs, income taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA before specific items that are considered to hinder comparison of the trading performance of the Group’s businesses either year on year or with other businesses.

During the periods under review, the specific items excluded from EBITDA in arriving at adjusted EBITDA were as follows:

 

•  

the effect on cost of sales of the uplift to the carrying amount of inventory held by Tomkins on its acquisition by the Group;

 

•  

the compensation expense in relation to share-based incentives;

 

•  

transaction costs incurred in business combinations;

 

•  

impairments, comprising impairments of goodwill and intangible assets recognized in business combinations and material impairments of other assets;

 

•  

restructuring costs;

 

•  

the net gain or loss on disposals and on the exit of businesses; and

 

•  

the gain recognized on amendments to certain post-employment benefit plans in North America.

Segment information for the Group’s continuing operations is presented below. Segment information for the Group’s discontinued operations is presented in note 15.

C. Sales and adjusted EBITDA – continuing operations

 

     Sales          Adjusted EBITDA  
     SUCCESSOR                 PREDECESSOR          SUCCESSOR                PREDECESSOR  
     

Q4 2010*

$ million

                 

9M 2010*

$ million

     

Fiscal 2009*

$ million

     

Fiscal 2008*

$ million

          

Q4 2010*

$ million

                

9M 2010*

$ million

    

Fiscal 2009*

$ million

    

Fiscal 2008*

$ million

  

Ongoing segments

                                       

Industrial & Automotive:

                                       

– Power Transmission

      580.8                 1,555.9         1,763.4         2,125.2           115.2               318.2       295.8       333.0  

– Fluid Power

      215.4                 569.1         588.7         832.3           27.6               73.2       18.8       79.3  

– Other Industrial & Automotive

      131.3                   417.5         463.4         602.1             15.9                 55.2       41.6       61.9  
       927.5                   2,542.5         2,815.5         3,559.6             158.7                 446.6       356.2       474.2  

Building Products:

                                       

– Air Distribution

      226.7                 636.2         874.2         1,112.3           22.6               80.5       105.6       132.7  

– Bathware

      27.1                   91.7         140.3         208.2             (1.2 )                (1.7 )      (0.1 )      (2.1 ) 
       253.8                   727.9         1,014.5         1,320.5             21.4                 78.8       105.5       130.6  

Corporate

      –                   –         –         –             (6.1 )                (25.8 )      (26.7 )      (27.8 ) 

Total ongoing

      1,181.3                   3,270.4         3,830.0         4,880.1             174.0                 499.6       435.0        577.0  
   

Exited segments

                                       

Industrial & Automotive:

                                       

– Caps & Thermostats

      –                 –         –         80.2           –                –        –        10.3  

Building Products:

                                       

– Doors & Windows

      –                   –         36.5         134.6             (0.2 )                (0.7 )      (12.9 )      (10.4 ) 

Total exited

      –                   –         36.5         214.8             (0.2 )                (0.7 )      (12.9 )      (0.1 ) 

Total continuing operations

      1,181.3                   3,270.4         3,866.5         5,094.9             173.8                 498.9       422.1       576.9  

 

* Re-presented (see note 15)

 

F-21

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

5. Segment information continued

 

C. Sales and adjusted EBITDA – continuing operations (continued)

 

    

Sales

         

Adjusted EBITDA

  
     SUCCESSOR                 PREDECESSOR          SUCCESSOR                 PREDECESSOR  
     

Q4 2010*

$ million

                 

9M 2010*

$ million

     

Fiscal 2009*

$ million

     

Fiscal 2008*

$ million

          

Q4 2010*

$ million

                 

9M 2010*

$ million

     

Fiscal 2009*

$ million

     

Fiscal 2008*

$ million

  

By origin

                                          

US

      571.9                 1686.7         2,104.7         2,855.9           66.3                 242.5         190.9         271.4   

Rest of North America

      163.8                 434.8         446.9         557.8           37.5                 89.4         67.7         109.3   

UK

      35.7                 92.8         137.5         186.1           2.3                 10.2         5.0         (9.3 ) 

Rest of Europe

      170.4                 443.6         542.6         703.4           17.4                 33.6         50.3         73.9   

Asia

      174.1                 433.2         465.3         575.9           42.9                 97.6         85.0         88.6   

Rest of the world

      65.4                   179.3         169.5         215.8             7.4                   25.6         23.2         43.0   
       1,181.3                   3,270.4         3,866.5         5,094.9             173.8                   498.9         422.1         576.9   

By destination

                                        

US

      607.0                 1,782.4         2,180.4        2,944.0                       

Rest of North America

      110.4                 287.8         314.8         403.0                       

UK

      27.7                 68.1         84.2        123.4                       

Rest of Europe

      178.4                 464.4         587.3        761.3                       

Asia

      181.1                 462.5         493.8         605.9                       

Rest of the world

      76.7                   205.2         206.0         257.3                         
       1,181.3                   3,270.4         3,866.5         5,094.9                         

 

* Re-presented (see note 15)

Inter-segment sales were not significant.

During the period, there were no sales made in the Netherlands.

Reconciliation of the profit or loss for the period to adjusted EBITDA:

 

     SUCCESSOR                PREDECESSOR  
     

Q4 2010*

$ million

                

9M 2010*

$ million

    

Fiscal 2009*

$ million

    

Fiscal 2008*

$ million

  

(Loss)/profit for the period

      (270.2 )              243.6        6.0        (46.5 ) 

Loss/(profit) for the period from discontinued operations

      0.8                  (19.0 )      12.8        (19.5 ) 

(Loss)/profit for the period from continuing operations

      (269.4 )              224.6        18.8        (66.0 ) 

Income tax (benefit)/expense

      (34.1 )                62.5        25.1        34.2   

(Loss)/profit before tax

      (303.5 )              287.1        43.9        (31.8 ) 

Net finance costs

      99.2                  26.1        44.3        71.0   

Operating (loss)/profit

      (204.3 )              313.2        88.2        39.2   

Amortization

      41.3                16.2        24.4        24.8   

Depreciation

      47.5                  104.9        148.4        177.0   

EBITDA

      (115.5 )              434.3        261.0        241.0   

Inventory uplift

      136.5                –        –        –   

Share-based incentives

      70.9                19.7        10.4        11.8   

Transaction costs

      78.2                41.2        –        –   

Impairments (see note 7)

      –                –        73.0        341.3   

Restructuring costs (see note 8)

      3.7                10.0        140.9        25.8   

Net gain on disposals and on the exit of businesses (see note 8)

      –                (6.3 )      (0.2 )      (43.0 ) 

Gain on amendment of post-employment benefits (see note 9)

      –                  –        (63.0 )      –   

Adjusted EBITDA

      173.8                  498.9        422.1        576.9   

 

* Re-presented (see note 15)

 

F-22

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

5. Segment information continued

 

D. Non-current assets

The geographic analysis of long-lived assets (goodwill and other intangible assets, and property, plant and equipment) and investments in associates was as follows:

 

       SUCCESSOR                   PREDECESSOR  
       

As at

December 31,

2010

$ million

                   

As at

January 2,

2010

$ million

  

By location

                  

US

        2,849.3                   862.9   

Rest of North America

        377.9                   228.5   

UK

        346.7                   65.6   

Rest of Europe

        774.2                   175.2   

Asia

        809.4                   224.9   

Rest of the world

        239.1                     100.3   
         5,396.6                     1,657.4   

Capital expenditure, depreciation and amortization in respect of long-lived assets was as follows:

SUCCESSOR

 

       SUCCESSOR  
       Q4 2010*  
       

Capital

expenditure
$ million

        Depreciation
$ million		        Amortization
$ million		  

Ongoing segments

               

Industrial & Automotive:

               

– Power Transmission

        38.9           25.9           30.5   

– Fluid Power

        7.5           7.5           3.6   

– Other Industrial & Automotive

        2.7           3.8           2.9   
         49.1           37.2           37.0   

Building Products:

               

– Air Distribution

        5.9           8.2           3.8   

– Bathware

        0.1           2.1           0.5   
         6.0           10.3           4.3   

Corporate

        0.2           –           –   

Total continuing operations

        55.3           47.5           41.3   

Discontinued Operation

               

Industrial & Automotive:

               

– Sensors & Valves

        4.9           6.5           2.9   

Total Group

        60.2           54.0           44.2   

 

* Re-presented (see note 15)

 

F-23

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

5. Segment information continued

 

D. Non-current assets (continued)

 

PREDECESSOR

 

    PREDECESSOR  
    9M 2010*         Fiscal 2009*         Fiscal 2008*  
    

Capital

expenditure

$ million

     Depreciation
$ million		    

Amortization

$ million

         

Capital

expenditure
$ million

    

Depreciation

$ million

    

Amortization

$ million

         

Capital

expenditure
$ million

    

Depreciation

$ million

    

Amortization

$ million

  

Continuing operations

                      

Ongoing segments

                      

Industrial & Automotive:

                      

– Power Transmission

     48.7        54.4        4.6          50.3        74.3        7.5          91.6        96.1        7.8  

– Fluid Power

     16.9        17.9        5.8          36.4        25.5        8.2          35.8        27.3        8.8  

– Other Industrial & Automotive

     4.2        9.9        0.9            13.3        15.2        1.2            12.2        15.8        1.1  
      69.8        82.2        11.3            100.0        115.0        16.9            139.6        139.2        17.7  

Building Products:

                      

– Air Distribution

     11.0        17.2        4.7          13.6        24.7        7.2          28.4        26.3        6.6  

– Bathware

     2.9        5.3        –            3.5        8.3        0.1            2.2        9.6        0.2  
      13.9        22.5        4.7            17.1        33.0        7.3            30.6        35.9        6.8  

Corporate

     3.9        0.2        0.2            0.1        0.2        0.2            0.2        0.1        0.3  

Total ongoing

     87.6        104.9        16.2            117.2        148.2        24.4            170.4        175.2        24.8  

Exited segments

                      

Industrial & Automotive:

                      

– Caps & Thermostats

     –        –        –          –        –        –          2.8        –        –   

Building Products:

                      

– Doors & Windows

     –        –        –            0.1        0.2        –            1.1        1.8        –   

Total exited

     –        –        –            0.1        0.2        –            3.9        1.8        –   

Total continuing operations

     87.6        104.9        16.2            117.3        148.4        24.4            174.3        177.0        24.8  
                     

Discontinued Operation

                      

Industrial & Automotive:

                      

– Sensors & Valves

     8.1        15.2        0.8            5.7        23.8        1.2            19.5        26.1        1.2   

Total Group

     95.7        120.1        17.0            123.0        172.2        25.6            193.8        203.1        26.0   

 

* Re-presented (see note 15)

 

6. Transaction costs

Transaction costs may be analyzed as follows:

 

       SUCCESSOR                   PREDECESSOR  
       

Q4 2010*

$ million

                   

9M 2010*

$ million

       

Fiscal 2009*

$ million

       

Fiscal 2008*

$ million

  

Acquisition of Tomkins:

                            

– Acquisition-related costs

        78.2                   –           –           –   

– Costs incurred by Tomkins

        –                     40.9           –           –   
       78.2                   40.9           –           –   

Other acquisitions

        –                     0.6           –           –   
         78.2                     41.5           –           –   
                           

Continuing operations

        78.2                   41.2           –           –   

Discontinued operation

        –                     0.3           –           –   
         78.2                     41.5           –           –   

 

* Re-presented (see note 15)

Acquisition-related costs incurred in relation to businesses acquired before January 3, 2010 were included in the cost of acquisition.

 

F-24

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

7. Impairments

In Fiscal 2009, the Group recognized impairments amounting to $73.0 million, comprising $18.9 million on goodwill and intangible assets arising on acquisitions, $38.6 million on assets that became impaired as a consequence of the Group’s restructuring initiatives and $15.5 million on receivables held in relation to the disposal of businesses in previous years.

In Fiscal 2008, impairments amounted to $342.4 million, of which $228.6 million related to goodwill and $113.8 million to property, plant and equipment, which largely resulted from the significant deterioration during 2008 of the North American automotive original equipment and US residential construction markets.

 

     SUCCESSOR                PREDECESSOR  
     Q4 2010*                9M 2010*         Fiscal 2009*         Fiscal 2008*  
      Total
$ million		                 Total
$ million		         

Goodwill

$ million

    

Other

intangible

assets
$ million

     Property,
plant and
equipment
$ million		    

Long-term
receivables

$ million

    

Total

$ million

          Goodwill
$ million		     Property,
plant and
equipment
$ million		    

Total

$ million

  

Continuing Operations

                                 

Ongoing segments

                                 

Industrial & Automotive:

                                 

– Power Transmission

      –                –          –        9.3        13.9        –        23.2          194.6        90.0        284.6   

– Fluid Power

      –                –          –        3.0        9.5        –        12.5          –        11.7        11.7   

– Other Industrial & Automotive

      –                  –            –        –        0.7        –        0.7            –        –        –   
       –                  –            –        12.3        24.1        –        36.4            194.6        101.7        296.3   

Building Products:

                                 

– Air Distribution

      –                –          8.7        9.7        0.2        –        18.6          34.0        –        34.0   

– Bathware

      –                  –            –        –        2.5        –        2.5            –        –        –   
       –                  –            8.7        9.7        2.7        –        21.1            34.0        –        34.0   

Corporate

      –                  –            –        –        –        15.5        15.5            –        –        –   

Total ongoing

      –                  –            8.7        22.0        26.8        15.5        73.0            228.6        101.7        330.3   
 

Exited segment

                                 

Building Products:

                                 

– Doors & Windows

      –                  –            –        –        –        –        –            –        11.0        11.0   

Total continuing operations

      –                  –            8.7        22.0        26.8        15.5        73.0            228.6        112.7        341.3   
                                

Discontinued operation

                                 

Industrial & Automotive:

                                 

– Sensors & Valves

      –                  –            –        –        –        –        –            –        1.1        1.1   

Total Group

      –                  –            8.7        22.0        26.8        15.5        73.0            228.6        113.8        342.4   
* Re-presented (see note 15)

 

8. Restructuring initiatives

A. Restructuring costs

Restructuring costs recognized during both Q4 2010 and 9M 2010 principally related to the cessation of certain of Power Transmission’s manufacturing facilities in North America and were partially offset by gains on various asset disposals.

Restructuring costs recognized during Fiscal 2009 principally arose in relation to the restructuring of the Group’s manufacturing operations under projects Eagle and Cheetah. In particular:

 

•  

in Industrial & Automotive, the cessation of Power Transmission’s manufacturing operations in Aachen, Germany, the rationalization of its powder metal facility at Mississauga, Ontario, and the closures of its pulley and tensioner facility at London, Ontario, and FormFlo in the UK; the cessation of Fluid Power’s hose manufacturing activities in Erembodegem, Belgium and the substantial closure of its assembly facility at St. Neots, UK; and, in Other Industrial & Automotive, the closure of Ideal’s manufacturing facility at St. Augustine, Florida and the rationalization of Dexter’s manufacturing facilities; and

 

•  

in Building Products, the closure of the Philips Doors and Windows business.

In Fiscal 2008, restructuring costs principally related to the closure of Power Transmission’s facility at Moncks Corner, South Carolina, further rationalization of the Lasco Bathware business in the US and the closure of Hart & Cooley’s production facility at Tucson, Arizona, and further costs associated with outsourcing of information technology services that began in 2007.

 

F-25

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

8. Restructuring initiatives continued

 

B. Disposals and exit of businesses

During 9M 2010, the Group recognized a net gain of $9.6 million on the disposal of property, plant and equipment, principally as a consequence of the restructuring of Bathware and the closure of Doors & Windows. However, a loss of $3.3 million was recognized in relation to the disposal of a subsidiary that took place in 2008 and on the disposal of Hydrolink’s operations in Kazakhstan.

In Fiscal 2009, the Group recognized a net gain of $0.2 million in relation to the disposal of businesses in prior years.

In Fiscal 2008, the Group recognized a gain of $43.2 million on the disposal of Stant and Standard-Thomson.

SUCCESSOR

 

                           SUCCESSOR  
                           Q4 2010*  
       

Restructuring

costs
$ million

       

Disposals

and exit

of businesses
$ million

        Total
$ million		  

Continuing operations

               

Ongoing segments

               

Industrial & Automotive:

               

– Power Transmission

        (2.2 )         –           (2.2 ) 

– Fluid Power

        1.0           –           1.0   
         (1.2 )         –           (1.2 ) 

Corporate

        (2.0 )         –           (2.0 ) 

Total ongoing

        (3.2 )         –           (3.2 ) 

Exited segment

               

Building Products:

               

– Doors & Windows

        (0.5 )         –           (0.5 ) 

Total continuing operations

        (3.7 )         –           (3.7 ) 

Discontinued operation

               

Industrial & Automotive:

               

– Sensors & Valves

        1.7           –           1.7   

Total Group

        (2.0 )         –           (2.0 ) 

 

* Re-presented (see note 15)

PREDECESSOR

 

                                                               PREDECESSOR  
    9M 2010*         Fiscal 2009*         Fiscal 2008*  
    

Restructuring

costs
$ million

    

Disposals

and exit

of businesses
$ million

     Total
$ million		         

Restructuring

costs
$ million

    

Disposals

and exit

of businesses
$ million

     Total
$ million		         

Restructuring

costs
$ million

    

Disposals

and exit

of businesses
$ million

     Total
$ million		  

Continuing operations

                      

Ongoing segments

                      

Industrial & Automotive:

                      

– Power Transmission

     (6.8 )      4.0       (2.8 )        (75.6 )      –        (75.6 )        (13.8 )      –        (13.8 ) 

– Fluid Power

     (2.4 )      0.5       (1.9 )        (26.0 )      –        (26.0 )        (1.9 )      –        (1.9 ) 

– Other Industrial & Automotive

     (1.1 )      (0.2 )      (1.3 )          (12.2 )      0.3       (11.9 )          (3.2 )      –        (3.2 ) 
      (10.3 )      4.3       (6.0 )          (113.8 )      0.3       (113.5 )          (18.9 )      –        (18.9 ) 

Building Products:

                      

– Air Distribution

     (1.7 )      (0.8 )      (2.5 )        (5.1 )      –        (5.1 )        (3.6 )      –        (3.6 ) 

– Bathware

     (0.1 )      3.2       3.1           (1.6 )      –        (1.6 )          (2.2 )      (0.2 )      (2.4 ) 
      (1.8 )      2.4       0.6           (6.7 )      –        (6.7 )          (5.8 )      (0.2 )      (6.0 ) 

Corporate

     –        (2.3 )      (2.3 )          (0.5 )      (0.1 )      (0.6 )          (0.3 )      –        (0.3 ) 

Total ongoing

     (12.1 )      4.4       (7.7 )          (121.0 )      0.2       (120.8 )          (23.0 )      (0.2 )      (25.0 ) 

Exited segments

                      

Industrial & Automotive:

                      

– Caps & Thermostats

     –        –        –          –        –        –          –        43.2       43.2  

Building Products:

                      

– Doors & Windows

     2.1       1.9       4.0           (19.9 )      –        (19.9 )          (0.8 )      –        (0.8 ) 

Total exited

     2.1       1.9       4.0           (19.9 )      –        (19.9 )          (0.8 )      43.2       42.4  

Total continuing operations

     (10.0 )      6.3       (3.7 )          (140.9 )      0.2       (140.7 )          (25.8 )      43.0       17.2   

Discontinued operation

                      

Industrial & Automotive:

                      

– Sensors & Valves

     –       –       –           (3.2 )      –       (3.2 )          (0.2 )      –       (0.2 ) 

Total Group

     (10.0 )      6.3       (3.7 )          (144.1 )      0.2       (143.9 )          (26.0 )      43.0       17.0   

 

* Re-presented (see note 15)

 

F-26

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

9. Gain on amendment of post-employment benefits

With effect from September 30, 2009, the Group closed its principal defined benefit pension plans in the US and Canada to future service accrual and the deferred pension benefits accrued under those plans were frozen, based on the pensionable salaries of participating employees at that date. In addition, the Group closed the Gates post-retirement healthcare plan in the US to employees who had not retired by December 31, 2009 and reduced the benefits payable to existing beneficiaries.

As a result of these amendments, the Group recognized a gain of $63.0 million in Fiscal 2009, of which $35.3 million related to pensions and $27.7 million to healthcare benefits.

 

       SUCCESSOR                                       PREDECESSOR  
       

Q4 2010

$ million

                   

9M 2010

$ million

       

Fiscal 2009

$ million

       

Fiscal 2008

$ million

  

Ongoing segments

                            

Industrial & Automotive:

                            

– Power Transmission

        –                   –           29.7           –   

– Fluid Power

        –                   –           31.4           –   

– Other Industrial & Automotive

        –                     –           1.7           –   
         –                     –           62.8           –   

Corporate

        –                     –           0.2           –   
         –                     –           63.0           –   

 

10. Employees

The average number of persons employed by the Group was as follows:

 

       SUCCESSOR                                       PREDECESSOR  
       

Q4 2010*

Number

                   

9M 2010*

Number

       

Fiscal 2009*

Number

       

Fiscal 2008*

Number

  

Continuing operations

                            

Ongoing segments

                            

Industrial & Automotive:

                            

– Power Transmission

        10,399                   9,617           8,998           9,736   

– Fluid Power

        5,122                   4,804           4,428           5,252   

– Other Industrial & Automotive

        2,913                     2,859           2,619           3,217   
         18,434                     17,280           16,045           18,205   

Building Products:

                            

– Air Distribution

        6,736                   6,682           7,074           8,624   

– Bathware

        739                     895           1,038           1,481   
         7,475                     7,577           8,112           10,105   

Corporate

        133                     146           145           158   

Total ongoing

        26,042                     25,003           24,302           28,468   
 

Exited segments

                            

Industrial & Automotive:

                            

– Caps & Thermostats

        –                   –           –           440   

Building Products:

                            

– Doors & Windows

        –                     –           480           1,167   

Total exited

        –                     –           480           1,607   

Total continuing operations

        26,042                     25,003           24,782           30,075   
                           

Discontinued operation

                            

Industrial & Automotive:

                            

– Sensors & Valves

        2,140                     2,078           2,015           2,349   

Total Group

        28,182                     27,081           26,797           32,424   

 

* Re-presented (see note 15)

 

F-27

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

10. Employees continued

 

       SUCCESSOR                                   PREDECESSOR  
       

Q4 2010*

Number

                   

9M 2010*

Number

     

Fiscal 2009*

Number

     

Fiscal 2008*

Number

  

By location

                        

US

        12,284                   11,770         12,307         16,581   

Rest of North America

        5,170                   5,275         5,070         5,814   

UK

        1,799                   1,721         1,740         1,933   

Rest of Europe

        2,806                   2,573         2,614         3,035   

Asia

        4,353                   4,091         3,763         3,701   

Rest of the world

        1,770                     1,651         1,303         1,360   
         28,182                     27,081         26,797         32,424   
                       

Continuing operations

        26,042                   25,003         24,782         30,075   

Discontinued operation

        2,140                     2,078         2,015         2,349   
         28,182                     27,081           26,797         32,424   

 

* Re-presented (see note 15)

Staff costs recognized in profit or loss during the period were as follows:

 

       SUCCESSOR                                   PREDECESSOR  
       

Q4 2010*

$ million

                   

9M 2010*

$ million

     

Fiscal 2009*

$ million

     

Fiscal 2008*

$ million

  

Wages and salaries

        281.2                   714.4        921.3        1,164.3  

Social security costs

        25.9                   88.6        116.5        144.4  

Pensions (see note 35)

        10.4                   26.8        41.4 †       44.2  

Other post-employment benefits (see note 35)

        –                   (1.7 )       0.4 †       1.1  

Share-based incentives (see note 36)

        81.3                   21.2        11.3        12.0  

Termination benefits

        0.9                     10.4        105.3        13.8  
         399.7                     859.7        1,196.2        1,379.8  
                       

Continuing operations

        371.6                   790.8        1,099.1        1,272.5  

Discontinued operation

        28.1                     68.9        97.1        107.3  
         399.7                     859.7        1,196.2        1,379.8  

 

* Re-presented (see note 15)
† Excludes the gain on the amendment of certain plans in North America (see note 9).

 

11. Interest expense

 

       SUCCESSOR                                   PREDECESSOR  
       

Q4 2010*

$ million

                   

9M 2010*

$ million

     

Fiscal 2009*

$ million

     

Fiscal 2008*

$ million

  

Borrowings:

                        

– Interest on bank overdrafts

        –                   6.0        4.6        2.3  

– Interest on bank and other loans:

                        

   Term loans

        38.4                  –         –         –   

   Other bank loans

        –                   0.5        6.1        8.3  

   Second Lien Notes

        27.9                  –         –         –   

   2011 Notes

        1.9                  13.3        19.9        23.1  

   2015 Notes

        3.3                  17.2        24.8        29.5  

– Interest on interest rate swaps in designated hedging relationships:

                        

   Payable

        –                   11.5        22.1        42.7  

   Receivable

        –                   (30.5 )       (44.7 )       (52.6 ) 

– Interest on interest rate swaps classed as held for trading:

                        

   Payable

        –                   –         3.0        2.8  

   Receivable

        –                     –         (0.6 )       (2.2 ) 
       71.5                  18.0        35.2        53.9  

Interest element of finance lease rentals

        –                   0.2        0.4        0.5  

Other interest payable

        4.0                    3.2        7.6        5.0  
       75.5                  21.4        43.2        59.4  

Post-employment benefits:

                        

– Interest cost on benefit obligation (see note 35)

        15.4                    50.4        70.0        78.4  
         90.9                    71.8        113.2        137.8  
 

Continuing operations

        90.8                   71.4         111.0         133.6  

Discontinued operation

        0.1                     0.4         2.2        4.2  
         90.9                     71.8         113.2        137.8   

 

* Re-presented (see note 15)

Details of the bank and other loans are presented in note 30.

Interest expense includes the amortization of issue costs incurred in relation to the borrowings.

From time to time, interest rate swaps are used to manage the interest rate profile of the Group’s borrowings. Net interest payable or receivable on such interest rate swaps is therefore included in interest expense.

 

F-28

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

12. Investment income

 

     SUCCESSOR                                 PREDECESSOR  
     

Q4 2010*

$ million

                 

9M 2010*

$ million

     

Fiscal 2009*

$ million

     

Fiscal 2008*

$ million

  

Interest on bank deposits

      1.3                 2.4         2.7        9.6  

Other interest receivable

      1.1                   1.1         1.9        2.7  
     2.4                 3.5         4.6        12.3  

Post-employment benefits:

                    

– Expected return on plan assets (see note 35)

      16.3                   44.7         62.6        75.5  
       18.7                   48.2         67.2        87.8  
 

Continuing operations

      18.7                 48.0         67.0         87.6   

Discontinued operation

      –                   0.2         0.2         0.2   
       18.7                   48.2         67.2         87.8   

 

* Re-presented (see note 15)

 

13. Other finance expense

 

     SUCCESSOR                               PREDECESSOR  
     

Q4 2010

$ million

                

9M 2010

$ million

    

Fiscal 2009

$ million

     

Fiscal 2008

$ million

  

Derivative financial instruments:

                  

– (Loss)/gain on derivatives in designated hedging relationships

      –                (1.7 )      (1.0 )       0.1  

– Gain/(loss) on derivatives classified as held for trading

      –                –        2.3        (2.1 ) 

– Gain/(loss) on embedded derivatives

      22.9                –        –         (5.1 ) 

Currency translation loss on hedging instruments

      (1.5 )              (1.0 )      (1.6 )       (17.9 ) 

Currency translation loss on the acquisition of Tomkins

      (47.6 )              –        –         –   

Loss on redemption of notes

      (0.9 )                –        –         –   
       (27.1 )                (2.7 )      (0.3 )       (25.0 ) 

Other finance expense includes fair value gains and losses arising on financial instruments held by the Group to hedge its translational exposures where either the economic hedging relationship does not qualify for hedge accounting or to the extent that there is deemed to be ineffectiveness in a designated hedging relationship.

Gains and losses on derivative financial instruments are analyzed in note 33.

Additionally, during Q4 2010, the Group incurred a currency translation loss on the acquisition of Tomkins due to the change in the rate of exchange between the pound sterling (in which the purchase consideration was denominated) and the US dollar (the functional currency of the acquiring entity), in the period between the effective date of the acquisition and the payment of the consideration to the former shareholders in Tomkins.

As explained in note 30, during Q4 2010, the Group made repayments against the principal amounts outstanding on the 2011 Notes and the 2015 Notes. In total, £275.8 million of the principal amount of these notes was repaid at a cost of £278.7 million. The carrying amount of these notes that were repaid was £278.1 million. Accordingly, the Group recognized a loss of £0.6 million on the repayments.

Other finance expense is wholly attributable to continuing operations.

 

F-29

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

14. Income tax expense

SUCCESSOR

A. Income tax recognized in profit or loss

 

       SUCCESSOR  
       

Q4 2010*

$ million

  

Current tax

     

Dutch corporation tax on profits for the period

        –   

Total Dutch tax

        –   

Overseas tax on profits for the period

        23.2  

Decrease in provision for uncertain tax positions

        (6.2 ) 

Adjustments in respect of prior periods

        0.1  

Total overseas tax

        17.1  

Total current tax

        17.1  

Deferred tax

     

Origination or reversal of temporary differences

        (136.5 ) 

Utilization of previously unrecognized tax losses

        (117.2 ) 

Tax losses in the period not recognized

        198.8  

Adjustments in respect of prior periods

        (0.7 ) 

Other changes in unrecognized deferred tax assets

        5.6  

Total deferred tax

        (50.0 ) 

Income tax benefit for the period

        (32.9 ) 
         (32.9 ) 

Continuing operations

        (34.1 ) 

Discontinued operation

        1.2  
         (32.9 ) 

 

* Re-presented (see note 15)

The income tax expense for the period recognized in profit or loss differs from the product of the loss before tax for the period and the rate of Dutch corporation tax as follows:

 

       SUCCESSOR  
       

Q4 2010*

$ million

  

Loss before tax:

     

– Continuing operations

        313.6   

– Discontinued operation

        (8.0 ) 
         305.6   

Dutch corporation tax at 25.5% on loss before tax

        (77.3 ) 

Permanent differences

        (22.2 ) 

Adjustment in respect of prior periods

        (0.6 ) 

Decrease in provisions for uncertain tax positions

        (6.2 ) 

Effect of different tax rates on overseas profits

        (19.3 ) 

Foreign tax credits

        (1.1 ) 

Temporary differences on investment in subsidiaries

        6.6  

Tax losses in the period not recognized

        198.8  

Utilization of previously unrecognized tax losses

        (117.2 ) 

Other changes in unrecognized deferred tax assets

        5.6  

Income tax benefit for the period

        (32.9 ) 

 

* Re-presented (see note 15)

Deferred tax assets amounting to $198.8 million were not recognized on tax losses arising during the period because it was not considered probable that the taxable entities concerned would generate sufficient taxable profits in the foreseeable future against which the losses may be utilized. However, as a consequence of the acquisition of Tomkins, it was possible to utilize in other taxable entities previously unrecognized tax losses amounting to $117.2 million.

B. Income tax expense recognized outside profit and loss

 

       SUCCESSOR  
       

Q4 2010*

$ million

  

Income tax on items recognized in other comprehensive income

     

Net actuarial gain

        15.8  

Available-for-sale investments:

     

– Unrealized gain recognized in the period

        0.1  

Income tax expense recognized outside profit or loss

        15.9  

 

* Re-presented (see note 15)

 

F-30

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

14. Income tax expense continued

 

PREDECESSOR

A. Income tax recognized in profit or loss

 

                    PREDECESSOR  
     

9M 2010*

$ million

     

Fiscal 2009*

$ million

    

Fiscal 2008*

$ million

  

Current tax

        

UK corporation tax on profits for the period

      0.3        0.3       (13.7 ) 

Adjustments in respect of prior periods

      (0.3 )       0.4       0.3  

Total UK tax

      –         0.7       (13.4 ) 

Overseas tax on profits for the period

      72.6        17.2       51.2  

(Decrease)/increase in provision for uncertain tax positions

      (15.5 )       15.8       (3.2 ) 

Adjustments in respect of prior periods

      (1.4 )       8.0       2.6  

Total overseas tax

      55.7        41.0       50.6  

Total current tax

      55.7        41.7       37.2  

Deferred tax

        

Origination or reversal of temporary differences

      22.6        (24.8 )      (108.2 ) 

Utilization of previously unrecognized tax losses

      (35.3 )       (36.9 )      (4.7 ) 

Tax losses in the period not recognized

      21.3        49.6       111.4  

Other changes in unrecognized deferred tax assets

      (1.8 )       (1.2 )      3.2  

Adjustments in respect of prior periods

      (0.5 )       (0.4 )      (0.5 ) 

Total deferred tax

      6.3        (13.7 )      1.2  

Income tax expense for the period

      62.0        28.0       38.4  

Continuing operations

      62.5        25.1       34.2  

Discontinued operation

      (0.5 )       2.9        4.2   
       62.0        28.0       38.4  

 

* Re-presented (see note 15)

The income tax expense for the period recognized in profit or loss differs from the product of the profit/(loss) before tax for the period and the rate of UK corporation tax as follows:

 

     PREDECESSOR  
     

9M 2010*

$ million

     

Fiscal 2009*

$ million

    

Fiscal 2008*

$ million

  

Profit/(loss) before tax:

        

– Continuing operations

      287.1        43.9       (31.8 ) 

– Discontinued operation

      18.5         (9.9 )      23.7   
       305.6        34.0       (8.1 ) 

UK corporation tax at 28% (Fiscal 2009: 28%; Fiscal 2008: 28.5%) on profit/(loss)

      85.6        9.5       (2.3 ) 

Permanent differences

      0.9        (3.3 )      (48.7 ) 

Adjustment in respect of prior periods

      (2.2 )       8.0       2.4  

(Decrease)/increase in provisions for uncertain tax positions

      (15.5 )       15.8       (3.2 ) 

Effect of different tax rates on overseas profits

      13.3        (11.5 )      (7.1 ) 

Foreign tax credits

      (1.9 )       (4.1 )      (13.3 ) 

Temporary differences on investment in subsidiaries

      (2.3 )       2.1       0.5  

Tax losses in the period not recognized

      21.3        49.6       111.4  

Utilization of previously unrecognized tax losses

      (35.4 )       (36.9 )      (4.7 ) 

Other changes in unrecognized deferred tax assets

      (1.8 )       (1.2 )      3.4  

Income tax expense for the period

      62.0        28.0       38.4  

 

* Re-presented (see note 15)

 

F-31

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

14. Income tax expense continued

 

A. Income tax recognized in profit or loss (continued)

 

During 9M 2010, deferred tax assets amounting to $21.3 million (Fiscal 2009: $49.6 million; Fiscal 2008: $111.4 million) were not recognized on tax losses arising during the period because it was not considered probable that the taxable entities concerned would generate sufficient taxable profits in the foreseeable future against which the losses may be utilized.

Permanent differences arising in Fiscal 2008 principally comprised a tax benefit of $115.8 million on currency translation losses that were not recognized in the accounts but were deductible for tax purposes, less the tax effect of $69.4 million on expenses that were recognized in the accounts but were not deductible for tax purposes (in particular, the tax effect of $45.4 million attributable to the impairment of goodwill).

B. Income tax benefit recognized outside profit and loss

 

       PREDECESSOR  
       

9M 2010

$ million

       

Fiscal 2009

$ million

       

Fiscal 2008

$ million

  

Income tax on items recognized in other comprehensive income

               

Loss on net investment hedges

        –           0.6          16.8  

Net actuarial loss

        (0.9 )         (27.0 )         (30.2 ) 

Available-for-sale investments:

               

– Unrealized gain/(loss) recognized in the period

        –           0.1          (0.4 ) 

– Reclassification to profit or loss of gain on investments sold

        –           –           (0.5 ) 
         (0.9 )         (26.3 )         (14.3 ) 

Income tax on items recognized directly in equity

               

Share-based incentives

        (5.2 )         (0.9 )         –   

Income tax benefit recognized outside profit or loss

        (6.1 )         (27.2 )         (14.3 ) 

 

15. Discontinued Operations

A. Background

During the second quarter of 2011, management began actively seeking a buyer for the Group’s Schrader Electronics and Schrader International businesses, which together constitute the Sensors & Valves operating segment within Industrial & Automotive. Schrader Electronics, which is based in Northern Ireland, is a designer and manufacturer of Tire Pressure Monitoring Systems and sells primarily into automotive OE markets in the US. Schrader International manufactures a range of automotive products including gauges and valves, which are sold mainly in the US and Europe.

In 9M 2010 and Fiscal 2009, the Group recognized an additional net loss of $7.2 million and $3.9 million respectively in relation to discontinued operations that were sold in previous years.

B. Results and cash flows

The profit for the period from discontinued operations may be analyzed as follows:

 

       SUCCESSOR                  PREDECESSOR  
       

Q4 2010

$ million

                  

9M 2010

$ million

       

Fiscal 2009

$ million

       

Fiscal 2008

$ million

  

Profit for the period

                          

Sales

        107.9                  294.3           313.6           421.0   

Cost of sales

        (87.8 )                  (213.9 )         (247.7 )         (321.3 ) 

Gross profit

        20.1                  80.4           65.9           99.7   

Distribution costs

        (7.5 )                (20.4 )         (23.1 )         (27.8 ) 

Administrative expenses

        (13.5 )                (30.9 )         (43.4 )         (43.3 ) 

Transactions costs

        –                  (0.3 )         –           –   

Impairments

        –                  –           –           (1.1 ) 

Restructuring costs

        1.7                  –           (3.2 )         (0.2 ) 

Share of (loss)/profit of associates

        (0.3 )                  (2.1 )         0.3           0.4   

Operating profit/(loss)

        0.5                  26.7           (3.5 )         27.7   

Interest expense

        (0.1 )                (0.4 )         (2.2 )         (4.2 ) 

Investment income

        –                    0.2           0.2           0.2   

Profit/(loss) before tax

        0.4                  26.5           (5.5 )         23.7   

Income tax expense

        (1.2 )                  (0.3 )         (3.4 )         (4.2 ) 

(Loss)/profit after tax

        (0.8 )                  26.2           (8.9 )         19.5   
                          

Loss on disposal

                           

Loss before tax

        –                  (8.0 )         (4.4 )         –   

Income tax benefit

        –                    0.8           0.5           –   

Loss after tax

        –                    (7.2 )         (3.9 )         –   
                          

(Loss)/profit for the period from discontinued operations

        (0.8 )                  19.0           (12.8 )         19.5   

Cash flows arising from discontinued operations during the period were as follows:

 

       SUCCESSOR                  PREDECESSOR  
       

Q4 2010

$ million

                  

9M 2010

$ million

       

Fiscal 2009

$ million

       

Fiscal 2008

$ million

  

Cash inflow from operating activities

        18.2                  30.4           69.8           38.5   

Cash outflow from investing activities

        (7.1 )                (8.4 )         (6.0 )         (18.0 ) 

Cash outflow from financing activities

        –                    –           (44.4 )         (3.8 ) 

Net increase in net cash and cash equivalents

        11.1                    22.0           19.4           16.7   

C. Sales and adjusted EBITDA

The sales and adjusted EBITDA of discontinued operations may be analyzed as follows:

 

                         Sales                              Adjusted EBITDA  
     SUCCESSOR                 PREDECESSOR           SUCCESSOR                PREDECESSOR  
     

Q4 2010

$ million

                 

9M 2010

$ million

     

Fiscal 2009

$ million

     

Fiscal 2008

$ million

           

Q4 2010

$ million

                

9M 2010

$ million

     

Fiscal 2009

$ million

    

Fiscal 2008

$ million

  

Operating segment

                                         

Industrial & Automotive:

                                         

– Sensors & Valves

      107.9                   294.3         313.6         421.0              17.4                 44.5        25.6       56.5  
                                        

By origin

                                         

US

      21.0                 59.2         68.2         91.7            5.6                10.1         8.4        5.0   

UK

      60.6                 160.1         159.5         213.5            8.3                22.4         17.5        34.3   

Rest of Europe

      17.8                 49.3         60.9         83.8            3.0                9.5         5.9        13.6   

Asia

      0.2                 0.7         0.8         1.0            (0.1 )              –         –        0.8   

Rest of the world

      8.3                   25.0         24.2         31.0              0.6                  2.5         (6.2 )      2.8   
       107.9                   294.3         313.6         421.0              17.4                 44.5        25.6       56.5  

By destination

                                       

US

      60.9                 166.0         178.5         234.7                      

Rest of North America

      7.7                 16.2         8.5         18.5                      

UK

      1.2                 3.0         3.1         5.6                      

Rest of Europe

      23.3                 63.7         78.5         103.6                      

Asia

      5.8                 17.3         17.4         24.2                      

Rest of the world

      9.0                   28.1         27.6         34.4                                                    
       107.9                   294.3         313.6         421.0                                                    

D. Reconciliation to adjusted EBITDA

Reconciliation of profit for the period from discontinued operations to adjusted EBITDA:

 

       SUCCESSOR                  PREDECESSOR  
       

Q4 2010

$ million

                  

9M 2010

$ million

       

Fiscal 2009

$ million

       

Fiscal 2008

$ million

  

(Loss)/profit for the period from discontinued operations

        (0.8 )                19.0           (12.8 )         19.5   

Loss on disposal

        –                    7.2           3.9           –   

(Loss)/profit for the period

        (0.8 )                26.2           (8.9 )         19.5   

Income tax expense

        1.2                    0.3           3.4           4.2   

Profit/(loss) before tax

        0.4                  26.5           (5.5 )         23.7   

Net finance costs

        0.1                    0.2           2.0           4.0   

Operating profit/(loss)

        0.5                  26.7           (3.5 )         27.7   

Amortization

        2.9                  0.8           1.2           1.2   

Depreciation

        6.5                    15.2           23.8           26.1   

EBITDA

        9.9                  42.7           21.5           55.0   

Inventory uplift

        7.7                  –           –           –   

Share-based incentives

        1.5                  1.5           0.9           0.2   

Transaction costs

        –                  0.3           –           –   

Impairments

        –                  –           –           1.1   

Restructuring costs

        (1.7 )                  –           3.2           0.2   

Adjusted EBITDA

        17.4                    44.5           25.6           56.5   

 

F-32

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

16. Operating (loss)/profit for the period

Operating profit for the period is stated after charging/(crediting):

 

000000000000 000000000000 000000000000
      Continuing
operations
$million		     Discontinued
operations
$million		     Total
$million		  

SUCCESSOR

       

Q4 2010*

       

Inventories:

       

– Cost of inventories

      556.7        46.8        603.5   

– Write-down of inventories

      2.2        –        2.2   

Staff costs (see note 10)

      371.6        28.1        399.7   

Amortization of other intangible assets (see note 21)

      41.3        2.9        44.2   

Depreciation of property, plant and equipment (see note 22)

      47.5        6.5        54.0   

Research and development costs

      17.3        3.5        20.8   

Government grants:

       

– Revenue

      (0.5 )      (0.8 )      (1.3 ) 

Net foreign exchange gains

      (1.9 )      (0.4 )      (2.3 ) 

PREDECESSOR

       

9M 2010*

       

Inventories:

       

– Cost of inventories

      1,054.7        114.4        1,169.1   

– Write-down of inventories

      17.5        1.2        18.7   

Staff costs (see note 10)

      790.8        68.9        859.7   

Amortization of other intangible assets (see note 21)

      16.2        0.8        17.0   

Depreciation of property, plant and equipment (see note 22)

      104.9        15.2        120.1   

Research and development costs

      51.8        10.5        62.3   

Government grants:

       

– Revenue

      (0.3 )      (0.9 )      (1.2 ) 

– Capital

      –        (0.1 )      (0.1 ) 

Net foreign exchange gains

      (4.5 )      (1.1 )      (5.6 ) 

Fiscal 2009*

       

Inventories:

       

– Cost of inventories

      3,248.9        260.2        3,509.1   

– Write-down of inventories

      25.9        0.3        26.2   

Staff costs (see note 10)

      1,099.1        97.1        1,196.2   

Impairments:

       

– Trade receivables

      5.8        –        5.8   

– Other assets (see note 7)

      73.0        –        73.0   

Amortization of other intangible assets (see note 21)

      24.4        1.2        25.6   

Depreciation of property, plant and equipment (see note 22)

      148.4        23.8        172.2   

Research and development costs

      62.5        15.5        78.0   

Government grants:

       

– Revenue

      (0.5 )      (1.3 )      (1.8 ) 

– Capital

      –        (0.3 )      (0.3 ) 

Net foreign exchange gains

      (7.6 )      (1.4 )      (9.0 ) 

Fiscal 2008*

       

Inventories:

       

– Cost of inventories

      3,344.3        314.8        3,659.1   

– Write-down of inventories

      6.0        0.2        6.2   

Staff costs (see note 10)

      1,272.5        107.3        1,379.8   

Impairments:

       

– Trade receivables

      5.8        –        5.8   

– Other assets (see note 7)

      341.3        1.1        342.4   

Amortization of other intangible assets

      24.8        1.2        26.0   

Depreciation of property, plant and equipment

      177.0        26.1        203.1   

Research and development costs

      75.7        16.4        92.1   

Government grants:

       

– Revenue

      (0.4 )      (2.6 )      (3.0 ) 

– Capital

      –        (0.4 )      (0.4 ) 

Net foreign exchange losses

      9.9        (0.1 )      9.8   

 

* Re-presented (see note 15)

 

17. Dividends on ordinary shares

 

     SUCCESSOR                 PREDECESSOR  
     

Q4 2010

$ million

                 

9M 2010

$ million

     

Fiscal 2009

$ million

     

Fiscal 2008

$ million

  

Paid or proposed in respect of the period

                    

Interim dividend

      –                 –         3.50c        11.02c  

Final dividend

      –                   –         6.50c        2.00c  
       –                   –         10.00c        13.02c  
 

Recognized in the period

                    

Interim dividend for the period of nil (Fiscal 2009: 3.50c; Fiscal 2008: 11.02c) per share

      –                 –         30.9         97.1   

Final dividend for the prior period of 6.50c (Fiscal 2009: 2.00c; Fiscal 2008: 16.66c) per share

      –                   56.9        17.4         149.1   
       –                   56.9        48.3         246.2   

Dividends were paid by the predecessor on ordinary shares in Tomkins plc.

 

18. Auditors’ remuneration

Fees payable to the Company’s auditors, Deloitte LLP, and its associates were as follows:

 

     SUCCESSOR                 PREDECESSOR  
     

Q4 2010

$ million

                 

9M 2010

$ million

     

Fiscal 2009

$ million

     

Fiscal 2008

$ million

  

Audit fees:

                    

– Audit of the company’s accounts

      1.1                 –         0.7        0.8  

– Audit of the accounts of the company’s subsidiaries

      4.6                 1.5         4.3        4.9  

– Other statutory services

      0.1                   0.1         0.1        0.2  
     5.8                 1.6         5.1        5.9  

Tax fees:

                    

– Compliance services

      0.1                 –         0.6        0.7  

– Advisory services

      0.1                   0.4         1.0        2.1  
     0.2                 0.4         1.6        2.8  

All other fees

      –                   0.5         0.2        0.2  

Total fees

      6.0                   2.5         6.9        8.9  

 

F-33

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

18. Auditors’ remuneration continued

 

Fees for the audit of the company’s accounts represent fees payable to in respect of the audit of the company’s individual financial statements and the Group’s consolidated financial statements prepared in accordance with IFRSs. Other statutory services include the review of the Group’s interim financial statements. Other fees are paid for services including advice on accounting matters and non-statutory reporting.

The Audit Committee or, between meetings, the Chairman of the Audit Committee, approves the engagement terms and fees of Deloitte LLP, and other member firms of Deloitte & Touche Tohmatsu Limited for all services before the related work is undertaken.

 

19. Cash flow

Reconciliation of (loss)/profit for the period to cash generated from operations:

 

     SUCCESSOR                PREDECESSOR  
     

Q4 2010

$ million

                

9M 2010

$ million

    

Fiscal 2009

$ million

    

Fiscal 2008

$ million

  

(Loss)/profit for the period

      (270.2 )              243.6       6.0       (46.5 ) 

Interest expense

      90.9                71.8       113.2       137.8  

Investment income

      (18.7 )              (48.2 )      (67.2 )      (87.8 ) 

Other finance expense

      27.1                2.7       0.3       25.0  

Income tax (benefit)/expense

      (32.9 )                62.0       28.0       38.4  

Operating (loss)/profit from continuing and discontinued operations

      (203.8 )              331.9       80.3       66.9  

Share of (profit)/loss of associates

      (0.7 )              1.3       0.4       2.1  

Amortization of intangible assets

      44.2                17.0       25.6       26.0  

Depreciation of property, plant and equipment

      54.0                120.1       172.2       203.1  

Impairments:

                 

– Goodwill

      –                –        8.7       228.6  

– Other intangible assets

      –                –        22.0       –   

– Property, plant and equipment

      –                –        26.8       113.8  

– Other receivables

      –                –        15.5       –   

(Gain)/loss on disposal of businesses:

                 

– Continuing operations

      –                (6.3 )      (0.2 )      (43.0 ) 

– Discontinued operations

      –                8.0       4.4       –   

(Gain)/loss on sale of property, plant and equipment

      (1.3 )              (0.8 )      (1.6 )      3.8  

Gain on available-for-sale-investments

      –                –        –        (1.2 ) 

Share-based incentives

      72.4                21.2       11.3       12.0  

Decrease in post-employment benefit obligations

      (13.4 )              (41.1 )      (122.4 )      (49.5 ) 

(Decrease)/increase in provisions

      (13.7 )                (30.0 )      45.1       (3.7 ) 
     (62.3 )              421.3       288.1       558.9  

Movements in working capital:

                 

– Decrease/(increase) in inventories

      148.6                (112.4 )      214.6       (12.8 ) 

– Decrease/(increase) in receivables

      85.9                (204.9 )      52.3       143.8  

– (Decrease)/increase in payables

      (105.9 )                111.2       (22.9 )      (61.2 ) 

Cash generated from operations

      66.3                  215.2       532.1       628.7  

 

20. Goodwill

A. Analysis of movements

SUCCESSOR

 

     $ million  

Cost and carrying amount

  

As at September 25, 2010

     –   

Acquisition of subsidiaries

     1,742.1  

Foreign currency translation

     3.3  

As at December 31, 2010

     1,745.4  

 

F-34

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

20. Goodwill continued

 

A. Analysis of movements (continued)

 

PREDECESSOR

 

      $ million  

Cost

   

As at January 3, 2009

      629.2  

Acquisition of subsidiaries

      26.8  

Foreign currency translation

      25.1  

As at January 2, 2010

      681.1  

Acquisition of subsidiaries

      23.1  

Disposals

      (0.6 ) 

Foreign currency translation

      2.5  

As at September 24, 2010

      706.1  

Accumulated impairment

   

As at January 3, 2009

      213.3  

Impairments

      8.7  

Foreign currency translation

      23.1  

As at January 2, 2010

      245.1  

Foreign currency translation

      3.3  

As at September 24, 2010

      248.4  

Carrying amount

   

As at January 2, 2010

      436.0  

As at September 24, 2010

      457.7  

B. Allocation of goodwill

Goodwill is allocated to the following CGUs or groups of CGUs:

 

     SUCCESSOR                 PREDECESSOR  
     

As at

December 31,

2010

$ million

                 

As at

January 2,

2010

$ million

  

Industrial & Automotive

              

Power Transmission

      1,109.6                 2.2   

Fluid Power

      210.6                 61.6   

Sensors & Valves:

              

– Schrader Electronics

      77.2                1.9   

– Schrader International

      7.9                  –   
     85.1                 1.9   
 

Other Industrial & Automotive:

              

– Ideal

      31.6                 20.9   

– Dexter Group

      92.1                 50.8   

– Gates Australia

      11.0                   –   
       134.7                   71.7   

Total Industrial & Automotive

      1,540.0                   137.4   
 

Building Products

              

Air Distribution:

              

– Air Systems Components

      74.0                 68.2   

– Hart & Cooley Group

      31.7                 184.3   

– Ruskin

      45.1                 37.0   

– Koch Filter

      23.2                 –   

– Other

      4.7                   –   
     178.7                 289.5   

Bathware

      26.7                   9.1   

Total Building Products

      205.4                   298.6   

Total Group

      1,745.4                   436.0   

 

F-35

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

20. Goodwill continued

 

C. Impairment tests

Goodwill is tested for impairment annually and whenever there are indications that it may have suffered an impairment. Goodwill is considered impaired to the extent that its carrying amount exceeds its recoverable amount, which is the higher of the value in use and the fair value less costs to sell of the CGU or group of CGUs to which it is allocated. Impairment tests were carried out during Fiscal 2009 and, following the acquisition of Tomkins, in Q4 2010. In each case, the recoverable amount of all items of goodwill was determined based on value in use calculations.

Management based the value in use calculations on cash flow forecasts derived from the most recent three-year financial plans approved by the Board, in which the principal assumptions were those regarding sales growth rates, selling prices and changes in direct costs.

Cash flows for the years beyond the three-year financial plans for the CGUs to which individually significant amounts of goodwill were allocated were calculated as follows: cash flows in the fourth and fifth years were estimated by management based on relevant industry and economic forecasts; thereafter, the cash flows were projected to grow at either 2% or 2.5% per annum, which rates do not exceed expected long-term growth rates in their respective principal end markets in North America, Europe, India and the Middle East.

Management applied discount rates to the resulting cash flow projections that reflect current market assessments of the time value of money and the risks specific to the CGU or group of CGUs. In each case, the discount rate was determined using a capital asset pricing model. Pre-tax discount rates used in the impairment tests of goodwill during Q4 2010 were in the following ranges: Industrial & Automotive businesses 15.0% to 17.5% (Fiscal 2009: 8.1% to 12.2%); and Building Products businesses 16.1% to 17.0% (Fiscal 2009: 10.4% to 17.2%).

D. Impairments recognized

As there had been no significant change in management’s expectations in relation to the Group’s businesses subsequent to the acquisition of Tomkins, no impairments of goodwill were recognized in Q4 2010.

During Fiscal 2009, the Group recognized an impairment of $8.7 million in relation to Rolastar due to the significant deterioration that had occurred in Rolastar’s end markets since negotiations for its acquisition were concluded in early 2008.

During Fiscal 2008, impairments totaling $228.6 million were recognized in relation to the goodwill allocated to Stackpole, Gates Mectrol and Selkirk.

Stackpole manufactures power transmission components, systems and assemblies, principally for automotive original equipment manufacturers, at its facilities in Canada, Germany and South Korea. Stackpole’s end markets deteriorated significantly during 2008 and this caused the impairment of the entire goodwill allocated to the business, which amounted to $157.2 million. Management used a pre-tax discount rate of 11.7%.

Gates Mectrol manufactures power transmission and motion control belts, principally for industrial and automotive original equipment manufacturers, at its facilities in the US and Germany. Gates Mectrol’s end markets deteriorated during the second half of 2008 and this caused the impairment of the entire goodwill allocated to the business, which amounted to $37.4 million. Management used a pre-tax discount rate of 11.7%.

Selkirk manufactures chimney, venting and air distribution products, principally for the residential construction market in North America. Selkirk’s end markets deteriorated during 2008 and an impairment of $34.0 million was recognized in relation to the goodwill allocated to the business. Management used a pre-tax discount rate of 12.5%.

Impairments are analyzed by operating segment in note 7.

E. Sensitivity to changes in key assumptions

Management does not consider that the recoverable amounts of the CGUs or groups of CGUs to which significant amounts of goodwill are allocated may fall below their carrying amounts not that the aggregate recoverable amount of other CGUs may fall below their aggregate carrying amount due to reasonably possible changes during the next year in one or more of the key assumptions.

 

F-36

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

21. Other intangible assets

SUCCESSOR

 

     

Brands and

trade names
$ million

     

Customer
relationships

$ million

     

Technology

and know-how

$ million

     Computer
software
$ million		     Total
$ million		  

Cost

             

As at September 25, 2010

      –         –         –        –        –   

Acquisition of subsidiaries

      325.9        1,622.1        336.3       17.6       2,301.9  

Additions

      –         –         2.3       –        2.3  

Disposals

      –         –         –        (0.3 )      (0.3 ) 

Foreign currency translation

      –         9.2        (0.2 )      0.2       9.2  

As at December 31, 2010

      325.9         1,631.3         338.4        17.5        2,313.1   

Accumulated amortization

             

As at September 25, 2010

      –         –         –        –        –   

Amortization charge for the period

      –         28.4        12.6       3.2       44.2  

Foreign currency translation

      –         0.4        –        –        0.4  

As at December 31, 2010

      –         28.8         12.6        3.2        44.6   

Carrying amount

             

As at September 25, 2010

      –         –         –        –        –   

As at December 31, 2010

      325.9         1,602.5         325.8        14.3        2,268.5   

Brands and trade names have indefinite useful lives and are not amortized but are tested for impairment annually and whenever there are indications that they may have suffered an impairment.

Other intangible assets included above have finite useful lives.

Intangible assets with indefinite useful lives are allocated to the following CGUs or groups of CGUs:

 

     SUCCESSOR  
     

As at

December 31,

2010

$ million

  

Industrial & Automotive

   

Power Transmission

      120.0   

Fluid Power

      72.0   

Other Industrial & Automotive

      27.0   

Total Industrial & Automotive

      219.0   

Building Products

   

Air Distribution:

   

– Air Systems Components

      47.0   

– Hart & Cooley Group

      25.0   

– Ruskin

      22.9   
     94.9   

Bathware

      12.0   

Total Building Products

      106.9   

Total Group

      325.9   

Management has assessed the recoverability of the carrying amount of the brands and trade names using the ‘relief from royalty’ method whereby the value in use of those assets represents the present value of the cost savings to the Group from not having to license them from a third party. The key assumptions used in the relief from royalty method are the hypothetical royalty rate and forecast annual sales.

 

F-37

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

21. Other intangible assets continued

 

Management has used a hypothetical royalty rate of 1% per annum. Forecast annual sales were based on the most recent three-year financial plans approved by the Board. Forecast annual sales for the years beyond the three-year financial plans for the CGUs to which the brands and trade names were allocated were calculated as follows: sales in the fourth and fifth years were estimated by management based on relevant industry and economic forecasts; thereafter, sales were generally projected to grow at either 2% or 2.5% per annum, which rates do not exceed expected long-term growth rates in their respective principal end markets in North America, Europe, India and the Middle East.

Management applied discount rates to the resulting royalty savings that reflect current market assessments of the time value of money and the risks specific to the CGU or group of CGUs. In each case, the discount rate was determined using a capital asset pricing model. Pre-tax discount rates used in the annual impairment tests of brands and trade names during 2010 were in the following ranges: Industrial & Automotive businesses 15.0% to 17.5%; and Building Products businesses 16.1% to 17.0%.

PREDECESSOR

 

     

Development
costs

$ million

     Assets
arising on
acquisitions
$ million		     

Computer
software

$ million

    

Total

$ million

  

Cost

          

As at January 3, 2009

      1.8       91.4        130.4       223.6  

Additions

      0.6       –         7.8       8.4  

Acquisition of subsidiaries

      –        5.9        –        5.9  

Disposals

      –        –         (4.6 )      (4.6 ) 

Foreign currency translation

      0.1       3.3        1.3       4.7  

As at January 2, 2010

      2.5       100.6        134.9       238.0  

Additions

      0.5       6.4        5.7       12.6  

Disposals

      –        –         (0.2 )      (0.2 ) 

Foreign currency translation

      (0.1 )      0.2        1.0       1.1  

As at September 24, 2010

      2.9       107.2        141.4       251.5  

Accumulated amortization and impairment

          

As at January 3, 2009

      0.2       22.7        91.9       114.8  

Amortization charge for the period

      0.3       11.2        14.1       25.6  

Disposals

      –        –         (4.5 )      (4.5 ) 

Impairments

      –        10.2        11.8       22.0  

Foreign currency translation

      –        0.9        1.2       2.1  

As at January 2, 2010

      0.5       45.0        114.5       160.0  

Amortization charge for the period

      0.2       7.9        8.9       17.0  

Disposals

      –        –         (0.2 )      (0.2 ) 

Foreign currency translation

      –        0.1        0.5       0.6  

As at September 24, 2010

      0.7       53.0        123.7       177.4  

Carrying amount

          

As at January 2, 2010

      2.0       55.6        20.4       78.0  

As at September 24, 2010

      2.2       54.2        17.7       74.1  

Intangible assets arising on acquisitions principally represented acquired customer relationships.

All intangible assets included above had finite useful lives.

In Fiscal 2009, the Group recognized an impairment of $10.2 million in relation to acquired customer relationships, of which the majority related to Rolastar and arose due to the deterioration in its end markets in the period since its acquisition was negotiated in early 2008. Also in Fiscal 2009, an impairment of $11.8 million was recognized in relation to software licences that had become surplus to requirements as a consequence of the Group’s restructuring initiatives.

Impairments are analyzed by operating segment in note 7.

 

F-38

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

22. Property, plant and equipment

SUCCESSOR

 

      Land
and
buildings
$ million		     Plant,
equipment
and vehicles
$ million		     Assets under
construction
$ million		     Total
$ million		  

Cost

         

As at September 25, 2010

      –        –        –        –   

Acquisition of subsidiaries

      428.2       845.9       79.2       1,353.3  

Additions

      2.3       6.8       51.3       60.4  

Transfer from assets under construction

      2.6       27.8       (30.4 )      –   

Transfer to assets held for sale

      (6.9 )      –        –        (6.9 ) 

Disposals

      (1.6 )      (1.8 )      (0.1 )      (3.5 ) 

Foreign currency translation

      2.4       5.1       0.3       7.8  

As at December 31, 2010

      427.0       883.8       100.3       1,411.1  

Accumulated depreciation

         

As at September 25, 2010

      –        –        –        –   

Depreciation charge for the period

      6.2       47.8       –        54.0  

Foreign currency translation

      –        (2.0 )      –        (2.0 ) 

As at December 31, 2010

      6.2       45.8       –        52.0  

Carrying amount

         

As at September 25, 2010

      –        –        –        –   

As at December 31, 2010

      420.8       838.0       100.3       1,359.1  

Land and buildings include freehold land with a carrying value of $96.6 million (January 2, 2010: $63.3 million) that is not depreciated.

Property, plant and equipment includes assets held under finance leases with a carrying amount of $4.2 million (January 2, 2010: $6.3 million). Obligations under finance leases are secured by a lessor’s charge over the leased assets.

 

F-39

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

22. Property, plant and equipment continued

PREDECESSOR

 

      Land
and
buildings
$ million		     Plant,
equipment
and
vehicles
$ million		     Assets
under
construction
$ million		     Total
$ million		  

Cost

         

As at January 3, 2009

      691.4       2,413.8       75.4       3,180.6  

Additions

      1.6       16.1       97.5       115.2  

Acquisition of subsidiaries

      2.8       4.6       0.6       8.0  

Transfer from assets under construction

      24.8       80.8       (105.6 )      –   

Transfer from assets held for sale

      (16.6 )      –        –        (16.6 ) 

Disposals

      (16.8 )      (100.5 )      (0.3 )      (117.6 ) 

Foreign currency translation

      22.9       133.2       2.9       159.0  

As at January 2, 2010

      710.1       2,548.0       70.5       3,328.6  

Additions

      14.4       13.7       71.7       99.8  

Acquisitions of subsidiaries

      0.9       3.3       –        4.2  

Transfer from assets under construction

      8.1       46.8       (54.9 )      –   

Transfer to assets held for sale

      (10.5 )      (8.1 )      –        (18.6 ) 

Disposals

      (8.9 )      (129.5 )      (0.6 )      (139.0 ) 

Foreign currency translation

      (0.2 )      (0.2 )      0.7       0.3  

As at September 24, 2010

      713.9       2,474.0       87.4       3,275.3  

Accumulated depreciation and impairment

         

As at January 3, 2009

      275.1       1,738.2       –        2,013.3  

Depreciation charge for the period

      22.0       150.2       –        172.2  

Transfer from assets held for sale

      (4.8 )      –        –        (4.8 ) 

Disposals

      (11.2 )      (95.3 )      –        (106.5 ) 

Impairments

      15.7       8.5       2.6       26.8  

Foreign currency translation

      9.2       95.4       0.2       104.8  

As at January 2, 2010

      306.0       1,897.0       2.8       2,205.8  

Depreciation charge for the period

      17.9       101.9       0.3       120.1  

Transfer to assets held for sale

      (5.7 )      (7.3 )      –        (13.0 ) 

Disposals

      (1.9 )      (126.8 )      –        (128.7 ) 

Foreign currency translation

      (2.3 )      0.3       –        (2.0 ) 

As at September 24, 2010

      314.0       1,865.1       3.1       2,182.2  

Carrying amount

         

As at January 2, 2010

      404.1       651.0       67.7       1,122.8  

As at September 24, 2010

      399.9       608.9       84.3       1,093.1  

Land and buildings include freehold land with a carrying value of $96.6 million (January 2, 2010: $63.3 million) that is not depreciated.

Property, plant and equipment includes assets held under finance leases with a carrying amount of $4.2 million (January 2, 2010: $6.3 million). Obligations under finance leases are secured by a lessor’s charge over the leased assets.

During Fiscal 2009, impairments totaling $26.8 million were recognized in relation to property, plant and equipment that has become impaired as a consequence of the Group’s restructuring initiatives (none of these impairments was individually significant).

During Fiscal 2008, against the background of the weakness of the Group’s end markets, particularly the automotive original equipment markets in North America and Europe and the residential construction market in North America, management reviewed the recoverability of the assets of the Group’s businesses that were exposed to those markets. As a result of that review, impairments totaling $113.8 million were recognized in relation to property, plant and equipment.

Impairments are analyzed by operating segment in note 7.

 

F-40

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

23. Investments in associates

 

       SUCCESSOR                   PREDECESSOR  
       

Q4 2010

$ million

                   

9M 2010

$ million

     

Fiscal 2009

$ million

     

Fiscal 2008

$ million

  

Carrying amount

                        

At the beginning of the period

        –                   20.6        20.3        17.7  

Acquisition of subsidiaries

        22.5                  –         –         –   

Share of profit/(loss) of associates

        0.7                  (1.3 )       (0.4 )       (2.1 ) 

Dividends received from associates

        –                     (0.5 )       (0.3 )       (0.6 ) 
       23.2                  18.8        19.6        15.0  

Additions

        –                   –         –         10.4  

Disposals

        –                   –         –         (1.9 ) 

Foreign currency translation

        0.4                    0.5        1.0        (3.2 ) 

At the end of the period

        23.6                    19.3        20.6        20.3  

As at December 31, 2010, the Group’s principal associates were as follows:

 

Name of company    Country of incorporation    Group’s holding   Nature of business

Ideal Internacional SA

    Mexico    40%   Hose clamps

Pyung Hwa CMB Company Limited

    Korea    21%   Belts

Schrader Duncan Limited

    India    50%   Valves and fittings

Schrader Duncan Limited is listed on the Mumbai Stock Exchange. As at December 31, 2010, the fair value of the Group’s investment based on the quoted market price of that company’s shares was $5.3 million (January 2, 2010: $7.3 million).

Segment analysis of the Group’s investments in associates and of its share of associates’ profit/(loss) for the period:

 

     Investments in associates          Share of profit/(loss) of associates  
     SUCCESSOR                PREDECESSOR          SUCCESSOR               

PREDECESSOR

  
     

As at

December 31,

2010

$ million

                

As at

January 2,

2010

$ million

          

Q4 2010

$ million

                

9M 2010

$ million

    

Fiscal 2009

$ million

    

Fiscal
2008

$ million

  

By operating segment

                                

Industrial & Automotive:

                                

– Power Transmission

      16.7                14.0          1.3               1.1       0.3       (2.9 ) 

– Sensors & Valves

      5.0                3.9          (0.4 )              (2.1 )      0.3       0.7  

– Other Industrial & Automotive

      0.6                  0.6          0.1                 0.2       0.2       0.2  
       22.3                  18.5          1.0                 (0.8 )      0.8       (2.0 ) 

Building Products:

                                

– Air Distribution

      1.3                  2.1          (0.3 )                (0.5 )      (1.2 )      (0.1 ) 
       23.6                  20.6          0.7                 (1.3 )      (0.4 )      (2.1 ) 
 

By location

                              

US

      3.3               3.3                   

Rest of North America

      0.6               0.6                   

Asia

      20.8               17.3                   

Rest of the world

      (1.1 )                (0.6 )                  
       23.6                 20.6                   

During Q4 2010, the aggregate sales of the Group’s associates were $62.7 million and their aggregate profit for the period was $0.7 million.

As at December 31, 2010, the aggregate total assets of the Group’s associates was $165.7 million (January 2, 2010: $135.9 million) and the aggregate total of their liabilities was $107.8 million (January 2, 2010: $83.8 million).

 

F-41

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

23. Investments in associates continued

 

During 9M 2010, the aggregate sales of the Group’s associates were $188.2 million (Fiscal 2009: $177.5 million; Fiscal 2008: $232.3 million) and their aggregate profit for the period was $2.2 million (Fiscal 2009: loss of $2.3 million; Fiscal 2008: loss of $11.5 million).

 

24. Inventories

 

     SUCCESSOR                 PREDECESSOR  
     

As at

December 31,

2010

$ million

                 

As at

January 2,

2010

$ million

  

Raw materials and supplies

      225.5                 182.8  

Work in progress

      90.8                 74.8  

Finished goods and goods held for resale

      377.2                   333.2  
       693.5                   590.8  

As at December 31, 2010, inventories were stated net of an allowance for excess, obsolete or slow-moving items of $7.9 million (January 2, 2010: $63.9 million).

Inventories arise wholly in the businesses of Tomkins and were initially recognized by the successor at their fair value at the date of acquisition of Tomkins. Accordingly, in the successor financial statements the allowance for excess, obsolete or slow-moving items reflects only those items of inventory that have been identified as excess, obsolete or slow-moving since the acquisition of Tomkins.

 

25. Trade and other receivables

 

     SUCCESSOR                 PREDECESSOR  
     

As at

December 31,

2010

$ million

                 

As at

January 2,

2010

$ million

  

Current assets

              

Financial assets:

              

– Trade receivables (see note 26)

      761.1                 662.3  

– Derivative financial instruments (see note 33)

      0.6                 1.2  

– Collateralized cash

      47.0                 2.1  

– Other receivables

      58.4                   41.3  
       867.1                   706.9  

Non-financial assets:

              

– Prepayments

      47.4                   46.1  
       914.5                   753.0  
 

Non-current assets

              

Financial assets:

              

– Derivative financial instruments (see note 33)

      0.9                 56.9  

– Other receivables

      13.0                   16.4  
       13.9                   73.3  

Non-financial assets:

              

– Prepayments

      12.3                   7.8  
       26.2                   81.1  

Collateralized cash comprises cash given as collateral under letters of credit for insurance and regulatory purposes and cash held in escrow for the purpose of repaying the loan notes issued by the Group under the Loan Note Alternative in relation to the acquisition of Tomkins (see note 30).

The Group is the beneficiary of a number of corporate-owned life assurance policies against which it borrows from the relevant life assurance company. As at December 31, 2010, the surrender value of the policies was $644.3 million

 

F-42

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

25. Trade and other receivables continued

 

(January 2, 2010: $577.6 million) and the amount outstanding on the related loans was $642.3 million (January 2, 2010: $575.2 million). For accounting purposes, these amounts are offset and the net receivable of $2.0 million (January 2, 2010: $2.4 million) is included in other receivables.

As at December 31, 2010, trade and other receivables amounting to $4.3 million (January 2, 2010: $1.6 million) were secured on the assets of the debtors.

 

26. Trade receivables

Trade receivables amounted to $761.1 million (January 2, 2010: $662.3 million), net of an allowance of $0.3 million (January 2, 2010: $13.7 million) for doubtful debts.

The Group has a significant concentration of customers in the US, who accounted for 51.8% (9M 2010: 54.7%; Fiscal 2009: 56.4%; Fiscal 2008: 57.6%) of the Group’s sales during Q4 2010, and in the automotive industry, which accounted for 47.1% (9M 2010: 45.9%; Fiscal 2009: 45.1%; Fiscal 2008: 41.9%) of the Group’s sales during Q4 2010. However, no single customer accounted for more than 10% of the Group’s sales and there were no significant amounts due from any one customer.

Before accepting a new customer, the Group assesses the potential customer’s credit quality and establishes a credit limit. Credit quality is assessed by using data maintained by reputable credit rating agencies, by checking of references included in credit applications and, where they are available, by reviewing the customer’s recent financial statements. Credit limits are subject to multiple levels of authorization and are reviewed on a regular basis.

Trade receivables are regularly reviewed for bad and doubtful debts. Bad debts are written off and an allowance is established for specific doubtful debts.

Trade receivables may be analyzed as follows:

 

     SUCCESSOR                 PREDECESSOR  
     

As at

December 31,

2010

$ million

                 

As at

January 2,

2010

$ million

  

Amounts neither past due nor impaired

      636.7                   561.2  
 

Amounts past due but not impaired:

              

– Less than 30 days old

      3.1                 4.6  

– Between 30 and 60 days old

      53.7                 37.5  

– Between 61 and 90 days old

      24.8                 18.2  

– More than 90 days old

      42.5                   37.0  
     124.1                 97.3  

Amounts impaired:

              

– Total amounts that have been impaired

      0.6                 17.5  

– Allowance for doubtful debts

      (0.3)                   (13.7)   
       0.3                   3.8  
       761.1                   662.3  

Trade receivables arise wholly in the businesses of Tomkins and were initially recognized by the successor at their fair value at the date of acquisition of Tomkins. Accordingly, receivables that were considered impaired by Tomkins are included in the successor financial statements within amounts past due but not impaired and the allowance for doubtful debts relates wholly to receivables that have become impaired since the acquisition of Tomkins.

 

F-43

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

26. Trade receivables continued

 

Movements in the allowance for doubtful debts were as follows:

 

     SUCCESSOR     

 

   

 

    PREDECESSOR  
     

Q4 2010

$ million

                 

9M 2010

$ million

    

Fiscal 2009

$ million

  

At the beginning of the period

      –                 13.7       11.4  

Charge for the period

      0.3                4.0       6.6  

Acquisition of subsidiaries

      –                 –        1.2  

Transfer to assets held for sale

      –                 (0.1 )      –   

Utilized during the period

      –                 (2.9 )      (4.9 ) 

Released during the period

      –                 (0.2 )      (1.2 ) 

Foreign currency translation

      –                   (0.3 )      0.6  

At the end of the period

      0.3                  14.2       13.7  

Trade receivables are not generally interest-bearing although interest may be charged to customers on overdue accounts.

 

27. Available-for-sale investments

 

     SUCCESSOR                 PREDECESSOR  
     

Q4 2010

$ million

                 

9M 2010

$ million

     

Fiscal 2009

$ million

     

Fiscal 2008

$ million

  

Carrying amount

                    

At the beginning of the period

      –                 1.2        0.8        3.0  

Acquisition of subsidiaries

      1.2                –         –         –   

Additions

      –                 –         –         0.1  

Fair value loss recognized in other comprehensive income

      0.2                (0.1 )       0.4        (1.0 ) 

Disposals

      –                 –         –         (1.6 ) 

Foreign currency translation

      –                   0.1        –         0.3  

At the end of the period

      1.4                  1.2        1.2        0.8  

Available-for-sale investments comprise listed equities.

 

28. Cash and cash equivalents

 

     SUCCESSOR                 PREDECESSOR  
     

As at

December 31,

2010

$ million

                 

As at

January 2,

2010

$ million

  

Cash on hand and demand deposits

      325.2                 281.2   

Term deposits

      134.1                   163.8   
       459.3                   445.0   

 

F-44

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

28. Cash and cash equivalents continued

 

The currency and interest rate profile of cash and cash equivalents was as follows:

 

    

Floating interest rate

              
      $ million      Weighted
average
interest rate
%		            Non-interest bearing
$ million		     

Total

$ million

  

SUCCESSOR

               

As at December 31, 2010

               

Currency:

               

– US dollar

      34.6        0.0%            21.8        56.4  

– Sterling

      164.1        0.4%            0.4        164.5  

– Euro

      30.9        2.0%            27.0        57.9  

– Canadian dollar

      13.4        2.2%            9.5        22.9  

– Other

      105.8        2.0%            51.8        157.6  
       348.8              110.5        459.3  

PREDECESSOR

               

As at January 2, 2010

               

Currency:

               

– US dollar

      169.5         0.1%            38.4         207.9   

– Sterling

      51.1         0.4%            1.3         52.4   

– Euro

      16.1         0.8%            8.5         24.6   

– Canadian dollar

      25.8         0.4%            –         25.8   

– Other

      116.4         2.0%            17.9         134.3   
       378.9               66.1         445.0   

 

29. Assets held for sale

During 9M 2010, management began actively seeking prospective buyers for Plews Inc, a manufacturer of automotive lubrication products and repair tools, which is included in the Other Industrial & Automotive operating segment. Accordingly, Plews Inc’s assets and liabilities are classified as held for sale as at December 31, 2010. Assets held for sale also include vacant properties no longer required by the Group for its manufacturing operations.

Assets classified as held for sale and directly associated liabilities were as follows:

 

     SUCCESSOR                PREDECESSOR  
     

As at

December 31,

2010

$ million

                

As at

January 2,

2010

$ million

  

Assets held for sale

             

Property, plant and equipment

      7.3               11.9   

Inventories

      7.5               –   

Trade and other receivables

      18.0               –   

Deferred tax assets

      3.8                 –   
       36.6                 11.9   

Liabilities directly associated with assets held for sale

             

Trade and other payables

      (7.4 )              –   

Provisions

      (0.7 )                –   
       (8.1 )                –   
       28.5                 11.9   

 

F-45

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

30. Borrowings

 

    

SUCCESSOR

                

PREDECESSOR

  
    

As at December 31, 2010

                

As at January 2, 2010

  
      Current
liabilities
$ million		     

Non-
current
liabilities

$ million

     

Total

$ million

                  Current
liabilities
$ million		     

Non-current

liabilities

$ million

     

Total

$ million

  

Carrying amount

                          

Bank overdrafts

      7.1        –         7.1                  4.8        –         4.8  

Bank and other loans:

                          

– Secured

                          

Term loans

      18.8        1,793.3        1,812.1                –         –         –   

Second Lien Notes

      19.3        1,079.0        1,098.3                –         –         –   

Other bank loans

      –         –         –                   0.6        0.3        0.9  
       38.1        2,872.3        2,910.4                  0.6        0.3        0.9  

– Unsecured

                          

Bank loans

      –         –         –                 1.2        –         1.2  

2011 Notes

      172.2        –         172.2                1.8        254.7        256.5  

2015 Notes

      0.5        26.6        27.1                7.3        432.3        439.6  

Loan notes

      44.9        –         44.9                  0.3        –         0.3  
       217.6        26.6        244.2                  10.6        687.0        697.6  
       255.7        2,898.9        3,154.6                  11.2        687.3        698.5  
       262.8        2,898.9        3,161.7                  16.0        687.3        703.3  

The Group’s secured borrowings are jointly and severally, irrevocably and fully and unconditionally guaranteed by certain of the Company’s direct and indirect subsidiaries and secured by liens on substantially all of their assets. An analysis of the security given is presented in note 47.

The carrying amount of borrowings may be reconciled to the principal amount outstanding as follows:

 

     SUCCESSOR    

 

   

 

    PREDECESSOR  
     

As at

December 31,

2010

$ million

                

As at

January 2,

2010

$ million

  

Carrying amount

      3,161.7               703.3  

Issue costs

      173.8               2.0  

Interest rate floor

      66.1               –   

Purchase accounting adjustment

      (6.4 )              –   

Accrued interest payable

      (27.7 )              (9.4 ) 

Fair value hedge adjustment (see note 33)

      –                  (45.0 ) 

Principal amount

      3,367.5                 650.9  

As at December 31, 2010, the carrying amount of borrowings includes the following items, each of which are being amortized to profit or loss over the term of the related borrowings using the effective interest method:

 

- costs incurred on the issue of the Senior Secured Credit Facilities and the Second Lien Notes;

 

- the fair value on inception of the interest rate floor (an embedded derivative) that applies to amounts drawn down under the Senior Secured Credit Facilities;

 

- a purchase accounting adjustment to reflect the excess of the fair value of the 2011 Notes and the 2015 Notes over their principal amount on the effective date of the acquisition of Tomkins.

As at January 2, 2010, the carrying amount of borrowings included a fair value hedge adjustment to the carrying amount of the 2011 Notes and the 2015 Notes. On September 16, 2010, the hedging relationship ceased when the hedging

 

F-46

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

30. Borrowings continued

 

instruments were sold and the unamortized balance of the cumulative fair value hedge adjustment was eliminated as a purchase accounting adjustment on the acquisition of Tomkins.

The maturity analysis of the principal amount outstanding is presented in note 34.

Bank loans

Senior Secured Credit Facilities

The Group has Senior Secured Credit Facilities consisting of a Term Loan A credit facility, a Term Loan B credit facility and a senior secured revolving credit facility.

The Group initially borrowed $300.0 million under the Term Loan A credit facility and $1,700.0 million under the Term Loan B credit facility. On December 29, 2010, the Group prepaid $4.0 million against the Term Loan A credit facility and $22.7 million against the Term Loan B credit facility. As at December 31, 2010, the principal amount outstanding under the Term Loan A credit facility was $296.0 million and that under the Term Loan B credit facility was $1,677.3 million.

The revolving credit facility provides for multi-currency revolving loans and letters of credit up to an aggregate principal amount of $300.0 million, with a letter of credit sub-facility of $100.0 million. As at December 31, 2010, there were no drawings for cash under the revolving credit facility but there were letters of credit outstanding amounting to $40.3 million.

Subject to certain conditions, the revolving credit facility may be increased by up to $100.0 million and the Term Loan B credit facility increased by, or new term loan facilities established up to, $400.0 million (less any increase in the revolving credit facility).

Borrowings under the Senior Secured Credit Facilities bear interest at a floating rate, which can be either LIBOR plus an applicable margin or, at the Group’s option, a base rate as defined in the credit agreement plus an applicable margin. The applicable margin for the Term Loan B credit facility is 4.5% per annum for LIBOR and 3.5% per annum for base rate. The applicable margin for the Term Loan A credit facility and the revolving credit facility is between 3.75% and 4.25% per annum for LIBOR and 2.75% and 3.25% per annum for base rate depending on a total leverage to EBITDA ratio. LIBOR is subject to a 1.75% floor and base rate is subject to a 2.75% floor. As at December 31, 2010, borrowings under the Term Loan A credit facility attracted an interest rate of 6.0% per annum and those under the Term Loan B credit facility attracted an interest rate of 6.25% per annum (in both cases, to be next re-set on March 31, 2011). Each letter of credit issued under the revolving credit facility attracts a participation fee equal to the applicable LIBOR margin under the revolving credit facility to the maximum amount available to be drawn and a fronting fee of the greater of 0.25% of the maximum amount available to be drawn and $1,500 per annum. An unused line fee of 0.75% per annum is based on the unused portion of the revolving credit facility (which may decrease to 0.5% per annum based on a total leverage to EBITDA ratio).

The Term Loan A credit facility and the revolving credit facility mature on September 29, 2015 and the Term Loan B credit facility matures on September 29, 2016. The Term Loan A credit facility is subject to quarterly amortization payments of 2.5% and the Term Loan B credit facility is subject to quarterly amortization payments of 0.25%, in each case based on the original principal amount less certain prepayments and commencing on March 31, 2011 with the balance payable on maturity.

The Group may voluntarily prepay loans or reduce commitments under the Senior Secured Credit Facilities, in whole or in part, subject to minimum amounts without premium or penalty, other than in the case of certain re-pricing transactions with respect to the Term Loan B credit facility prior to September 29, 2011, which shall be subject to a 1% premium. If the Group prepays LIBOR rate loans other than at the end of an applicable interest period, it is required to reimburse the lenders for any consequential losses or expenses. The Group must prepay the Term Loan A credit facility and Term Loan B credit facility with net cash proceeds of asset sales, casualty and condemnation events, incurrence of indebtedness (other than indebtedness permitted to be incurred) and a percentage of excess cash flow based on a total leverage to EBITDA ratio, in each case subject to certain exceptions such as reinvestment rights.

On February 11, 2011, the Group agreed with the providers of the Senior Secured Credit Facilities a re-pricing of Term Loan A and Term Loan B and amendments to certain of the covenants attaching to the facilities. It was agreed that for both Term Loan A and Term Loan B the applicable margin for LIBOR will be reduced to 3.0% per annum, with LIBOR being subject to a 1.25% floor, and the applicable margin for base rate will be reduced to 2.0% per annum, with base rate being subject to a 2.25% floor. The re-pricing becomes effective on February 17, 2011 and attracts a one-off premium payment by the Group of $16.8 million.

 

F-47

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

30. Borrowings continued

 

Multi-Currency Revolving Credit Facility

As at January 2, 2010, Tomkins had in place a £400 million multi-currency revolving credit facility and had in place a $450 million forward-start facility that commenced on the expiry of the existing facility in August 2010 and was itself due to expire in May 2012. Borrowings under the facility attracted interest at floating rates determined by reference to LIBOR. As at January 2, 2010 and during 9M 2010, there were no drawings against the facility, which was replaced by the Senior Secured Credit Facilities on the acquisition of Tomkins.

Other borrowings

Senior Secured Second Lien Notes

On September 29, 2010, the Group issued $1,150.0 million 9% Senior Secured Second Lien Notes (‘the Second Lien Notes’).

The Second Lien Notes mature on October 1, 2018.

On and after October 1, 2014, the Group may redeem the Second Lien Notes, at its option, in whole at any time or in part from time to time, at the following redemption prices (expressed as percentage of the principal amount), plus accrued and unpaid interest to the redemption date:

 

      Redemption price  

During the year commencing:

   

– October 1, 2014

      104.50%   

– October 1, 2015

      102.25%   

– October 1, 2016 and thereafter

      100.00%   

At any time prior to October 1, 2014, the Group may redeem the Second Lien Notes at its option, in whole at any time or in part from time to time, at 100% of the principal amount thereof plus the greater of (i) 1% of the principal amount and (ii) the excess of the present value at the redemption date of the redemption price as at October 1, 2014 and the required interest payments due from the redemption date to October 1, 2014 (discounted using an appropriate US Treasury Rate plus 50 basis points) over the principal amount, plus accrued and unpaid interest to the redemption date.

At any time, or from time to time, prior to October 1, 2013, but not more than once in any twelve-month period, the Group may redeem up to 10% of the original aggregate principal amount of the Second Lien Notes at a redemption price of 103% of the principal amount thereof plus accrued and unpaid interest thereon up to but not including the redemption date.

Notwithstanding the foregoing, at any time and from time to time prior to October 1, 2013, the Group may redeem in the aggregate up to 35% of the original aggregate principal amount of the Second Lien Notes (calculated after giving effect to any issuance of additional Second Lien Notes) with the net cash proceeds of equity offerings by the Co-operative or certain of its subsidiaries at a redemption price of 109% of the principal amount thereof plus accrued and unpaid interest thereon up to but not including the redemption date, provided that at least 65% of the original aggregate principal amount of the Second Lien Notes remain outstanding after each such redemption (calculated after giving effect to any issuance of additional Second Lien Notes) and the Group satisfies certain other conditions.

In the event of a change of control over the Company, each holder will have the right to require the Group to repurchase all or any part of such holder’s Second Lien Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase, except to the extent that the Group has previously elected to redeem the Second Lien Notes.

The issuers of the Second Lien Notes, Tomkins, LLC and Tomkins, Inc., which are both subsidiaries of the Company, have entered into a registration rights agreement pursuant to which they will file a registration statement with the Securities & Exchange Commission in the US and offer to exchange the Second Lien Notes for substantially similar registered notes. Management expects that the registration will become effective during 2011.

2011 Notes and 2015 Notes

When it was acquired by the Group, Tomkins had the following notes outstanding under a Euro Medium Term Note Programme: £150 million 8% notes repayable at par on December 20, 2011 (the ‘2011 Notes’); and £250 million 6.125% notes repayable at par on September 16, 2015 (the ‘2015 Notes’).

 

F-48

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

30. Borrowings continued

 

Each of the 2011 Notes and the 2015 Notes contain a put option giving the holders the option to put their notes to the relevant issuer at par plus accrued interest in the event of a change of control or certain acquisitions and disposals and, in either case, a ratings downgrade occurring as a result of such transaction.

On September 13, 2010, the Group offered to purchase the outstanding 2011 Notes at a price of 105.787 per cent (plus accrued and unpaid interest) and the outstanding 2015 Notes at a price of 100.50 per cent (plus accrued and unpaid interest). Acceptances were received in respect of £40.9 million of the 2011 Notes and £109.3 million of the 2015 Notes. On October 6, 2010, the purchase was completed for total consideration of £153.1 million (plus accrued interest of £3.0 million).

On November 19, 2010, the Group notified holders of the 2011 Notes and the 2015 Notes that the credit rating of the notes had been withdrawn by Moody’s and downgraded by Standard & Poor’s as a consequence of the acquisition of Tomkins and that this constituted a put event entitling the holders to redeem the notes at par (plus accrued and unpaid interest). Put notices were received in respect of £2.1 million of the 2011 Notes and £123.5 million of the 2015 Notes. Settlement took place on December 17, 2010 for total consideration of £125.6 million (plus accrued interest of £2.0 million).

As at December 31, 2010, the principal amount of the outstanding 2011 Notes was £107.0 million and that of the 2015 Notes was £17.2 million.

On December 30, 2010, the Group made a further offer to purchase the outstanding 2011 Notes at a price of 105.00 per cent (plus accrued and unpaid interest). Acceptances were received in respect of £4.9 million of the 2011 Notes. Settlement took place on January 19, 2011 and the principal amount of the outstanding 2011 Notes was thereby reduced to £102.1 million.

Loan Note Alternative

Under the terms of the acquisition of Tomkins, certain shareholders in Tomkins Limited elected to receive loan notes rather than cash in respect of all or part of the consideration payable on the purchase of their shares in Tomkins Limited, subject to a maximum aggregate amount of £50 million (the ‘Loan Note Alternative’). As at December 31, 2010, loan notes with a principal amount of £29.0 million were outstanding under the Loan Note Alternative. The loan notes accrue interest at the higher of 0.8% below LIBOR and 0% (to be next re-set on July 1, 2011).

The loan notes fall due for repayment, at par, on December 31, 2015. From June 30, 2011 until December 31, 2015, each holder has the right to require full or part repayment, at par, half-yearly on June 30 and December 31 and for this reason these loan notes are classified as current liabilities. At any time on or after six months after the date of issue of the loan notes, the Group may purchase any of the loan notes at any price by tender, private treaty or otherwise.

Although the loan notes are unsecured, the Group is required to retain in an escrow account cash equivalent to the nominal amount of the outstanding loan notes.

Guest & Chrimes Notes

When it was acquired by the Group, Tomkins had in issue loan notes by way of consideration for the acquisition of a former subsidiary, Guest & Chrimes Limited. As at December 31, 2010, the remaining principal amount outstanding was £0.1 million that falls due for repayment, at par, on June 30, 2012. Until that time, in certain circumstances, each holder has the right to require full or part repayment, at par, half-yearly on June 30 and December 31 and for this reason these loan notes are classified as current liabilities.

 

F-49

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

30. Borrowings continued

 

Currency and interest rate profile

The currency and interest rate profile of outstanding borrowings, after taking into account the effect of the Group’s currency and interest rate hedging activities, was as follows:

 

     Floating interest rate          Fixed interest rate          Interest-free         
      $ million     

Weighted
average
interest rate

%

           $ million     

Weighted
average
interest rate

%

     

Weighted
average
period for
which rate is
fixed

Years

           $ million     

Total

$ million

  

SUCCESSOR

                         

As at December 31, 2010

                         

Currency:

                         

– US dollar

      1,857.0         6.5%           1,169.7        8.9%        7.4 years           1.2         3,027.9  

– Sterling

      –         –           1.5        7.7%        1.5 years           0.9         2.4  

– Euro

      –         –           67.0        7.7%        1.5 years           –         67.0  

– Canadian dollar

      0.8         0.4%           31.9        7.7%        1.5 years           –         32.7  

– Other

      3.7         12.3%           27.8        7.7%        1.5 years           0.2         31.7  
       1,861.5              1,297.9                2.3         3,161.7  

PREDECESSOR

                         

As at January 2, 2010

                         

Currency:

                         

– US dollar

      549.8         2.3%           –         –         –           0.6         550.4   

– Sterling

      19.2         2.3%           –         –         –           1.0         20.2   

– Euro

      53.6         2.3%           –         –         –           –         53.6   

– Canadian dollar

      68.6         2.3%           –         –         –           –         68.6   

– Other

      10.1         4.9%           0.3         3.5%         3.9 years           0.1         10.5   
       701.3              0.3                 1.7         703.3   

 

31. Obligations under finance leases

 

     Minimum lease payments          Carrying amount  
     SUCCESSOR                PREDECESSOR          SUCCESSOR                 PREDECESSOR  
     

As at

December 31,

2010

$ million

                

As at

January 2,

2010

$ million

          

As at

December 31,

2010

$ million

                 

As at

January 2,

2010

$ million

  

Amounts payable under finance leases

                             

Within one year

      0.7               1.3          0.5                 1.0  

In the second to fifth years, inclusive

      1.6               2.0          0.7                 1.1  

After more than five years

      2.6                 3.3            2.1                   2.5  
     4.9               6.6          3.3                 4.6  

Less: Future finance charges

      (1.6 )                (2.0 )           –                   –   
       3.3                 4.6            3.3                   4.6  

The Group leases certain of its plant, equipment and vehicles under finance leases. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. As at December 31, 2010, the average effective interest rate was 7.3% (January 2, 2010: 7.0%).

The Group’s obligations under finance leases are secured by the lessors’ title to the leased assets.

 

F-50

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

32. Trade and other payables

 

     SUCCESSOR                 PREDECESSOR  
     

As at

December 31,

2010

$ million

                 

As at

January 2,

2010

$ million

  

Current liabilities

              

Financial liabilities:

              

– Trade payables

      419.3                 419.6   

– Other taxes and social security

      25.1                 24.3   

– Derivative financial instruments (see note 33)

      0.9                 2.3   

– Other payables

      64.2                   48.0   
       509.5                   494.2   

Non-financial liabilities:

              

– Accruals and deferred income

      194.9                   183.4   
       704.4                   677.6   
 

Non-current liabilities

              

Financial liabilities:

              

– Derivative financial instruments (see note 33)

      48.3                 3.9   

– Other payables

      8.3                   14.3   
       56.6                   18.2   

Non-financial liabilities:

              

– Accruals and deferred income

      8.8                   8.9   
       65.4                   27.1   

Trade payables are generally not interest-bearing but interest may be charged by suppliers on overdue accounts.

 

33. Derivative financial instruments

Derivative financial instruments are held in relation to the Group’s financial risk management policy which is described in note 34. The Group does not hold or issue derivatives for speculative purposes.

The carrying amount of derivative financial instruments held by the Group was as follows:

 

                           SUCCESSOR                                    PREDECESSOR  
       As at December 31, 2010                  As at January 2, 2010  
        Assets
$ million		        Liabilities
$ million		       

Net

$ million

                   Assets
$ million		        Liabilities
$ million		     

Net

$ million

  

Hedging activities

                                   

Translational hedges:

                                   

– Currency swaps

        0.9           (1.4 )         (0.5 )                0.6          (3.6 )       (3.0 ) 

– Interest rate swaps

        –           –           –                    56.3          –         56.3  
       0.9           (1.4 )         (0.5 )                56.9          (3.6 )       53.3  

Transactional hedges:

                                   

– Currency forwards

        0.6           (0.1 )         0.5                 1.2          (1.9 )       (0.7 ) 

– Commodity contracts

        –           (0.8 )         (0.8 )                  –           (0.7 )       (0.7 ) 
         0.6           (0.9 )         (0.3 )                  1.2          (2.6 )       (1.4 ) 
         1.5           (2.3 )         (0.8 )                  58.1          (6.2 )       51.9  

Other items

                                   

Embedded derivatives

        –           (46.9 )         (46.9 )                  –           –         –   
         1.5           (49.2 )         (47.7 )                  58.1          (6.2 )       51.9  
 

Classified as:

                                   

– Current

        0.6           (0.9 )         (0.3 )                1.2          (2.3 )       (1.1 ) 

– Non-current

        0.9           (48.3 )         (47.4 )                  56.9          (3.9 )       53.0  
         1.5           (49.2 )         (47.7 )                  58.1          (6.2 )       51.9  

 

F-51

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

33. Derivative financial instruments continued

 

A. Currency derivatives

As at December 31, 2010, the notional principal amount of outstanding foreign exchange contracts that are used to manage the currency profile of the Group’s net assets was $438.0 million (January 2, 2010: $796.6 million). Where necessary, the Group has designated these contracts as net investment hedges. During Q4 2010, a net fair value loss of $2.5 million (9M 2010: gain of $0.5 million; Fiscal 2009: net loss of $3.1 million; Fiscal 2008: net gain of $57.2 million) in relation to designated net investment hedges was recognized in other comprehensive income.

The currency profile of the Group’s net assets after taking into account translation hedges is presented in note 34.

Also during Q4 2010, a net fair value loss of $0.6 million (9M 2010: loss of $0.1 million; Fiscal 2009: gain of $12.2 million; Fiscal 2008: loss of $9.4 million) was recognized within operating profit in respect of currency derivatives that were held to provide an economic hedge of transactional currency exposures but were not designated as hedges for accounting purposes.

B. Interest rate swaps

Until September 2010, the Group held interest rate swaps to swap the 2011 Notes and the 2015 Notes from fixed interest rates to floating interest rates. The Group had designated these contracts as fair value hedges in relation to the notes.

During 9M 2010, the Group recognized a net fair value gain of $17.3 million (Fiscal 2009: net loss of $13.3 million; Fiscal 2008: net gain of $75.7 million) in relation to these contracts and the carrying amount of the notes was increased by $19.0 million (Fiscal 2009: decreased by $12.3 million; Fiscal 2008: increased by $75.6 million) to reflect the change in the fair value of the notes attributable to the hedged risk and the amortization of the transitional adjustment that was recognized on adoption of IAS 39. During 9M 2010, a net loss of $1.7 million (Fiscal 2009: net loss of $1.0 million; Fiscal 2008: net gain of $0.1 million) was, therefore, recognized within other finance expense in relation to these hedges.

The profile of interest rate swaps held by the Group as at January 2, 2010 was as follows:

 

                Interest rate  
                Payable               Receivable         
       

Notional
principal amount

million

       

Variable

%

     

Fixed

%

               

Variable

%

       

Fixed

%

      Variable rate index  

As at January 2, 2010

                               

Maturity date:

                               

– December 2011

      £ 150.0           3.4 %       –                –           8.0 %       6 month LIBOR   

– September 2015

      £ 250.0           1.7 %       –                  –           6.1 %       3 month LIBOR   

On September 16, 2010, the Group sold the interest rate swaps for $64.7 million (plus accrued interest of $10.1 million).

Until December 2009, when the remaining contracts matured, the Group held interest rate swaps to swap to fixed interest rates a portion of the synthetic floating rate debt created by the fixed to floating interest swaps. During Fiscal 2009, a net fair value gain of $2.3 million (Fiscal 2008: net loss of $2.1 million) was recognized within other finance expense in relation to these contracts that did not qualify for hedge accounting under IAS 39.

C. Other items

Borrowings against the Senior Secured Credit Facilities bear interest at floating rates, subject to a floor (an embedded interest rate derivative). On inception of the facilities, the applicable market interest rate was lower than the floor. Consequently, the floor was required to be separated from each of the host loan contracts. As at December 31, 2010, the fair value of the embedded derivatives was $46.9 million and during Q4 2010 a gain of $22.9 million due to the change in their fair value was recognized as a credit to other finance expense.

During Fiscal 2008, the Group recognized a loss of $5.1 million in other finance expense to reduce to nil the carrying amount of an interest rate derivative embedded in a loan note that comprised part of the proceeds received on the disposal of one of the Group’s non-core businesses.

 

F-52

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

34. Financial risk management

A. Risk management policies

The Group’s central treasury function is responsible for procuring the Group’s financial resources and maintaining an efficient capital structure, together with managing the Group’s liquidity, foreign exchange and interest rate exposures.

All treasury operations are conducted within strict policies and guidelines that are approved by the Board. Compliance with those policies and guidelines is monitored by the regular reporting of treasury activities to the Board.

A key element of the Group’s treasury philosophy is that funding, interest rate and currency decisions and the location of cash and debt balances are determined independently from each other. The Group’s borrowing requirements are met by raising funds in the most favorable markets. Management aims to retain a portion of net debt in the foreign currencies in which the net assets of the Group’s operations are denominated. The desired currency profile of net debt is achieved by entering into currency derivative contracts.

Management does not hedge the proportion of foreign operations effectively funded by shareholders’ equity. While the net income of foreign operations is not hedged, the effect of currency fluctuations on the Group’s reported net income is partly offset by interest payable on net debt denominated in foreign currencies.

From time to time, the Group also enters into currency derivative contracts to manage currency transaction exposures.

Where necessary, the desired interest rate profile of net debt in each currency is achieved by entering into interest rate derivative contracts.

The Group’s portfolio of cash and cash equivalents is managed such that there is no significant concentration of credit risk in any one bank or other financial institution. Management monitors closely the credit quality of the institutions with which it holds deposits. Similar considerations are given to the Group’s portfolio of derivative financial instruments.

The Group’s borrowing facilities are monitored against forecast requirements and timely action is taken to put in place, renew or replace credit lines. Management’s policy is to reduce liquidity risk by diversifying the Group’s funding sources and by staggering the maturity of its borrowings.

The Group has established long-term credit ratings of Ba3 Stable with Moody’s and BB- Negative with Standard & Poor’s. Credit ratings are subject to regular review by the credit rating agencies and may change in response to economic and commercial developments.

Management considers that the Group’s capital equates to shareholders’ equity.

Management manages the Group’s capital structure to maximize shareholder value whilst retaining flexibility to take advantage of opportunities that arise to grow the Group’s business.

B. Financial assets and liabilities

The following table analyses financial assets and liabilities by the categories defined in IAS 39. Financial instruments held at fair value, have been categorized into one of three levels to reflect the degree to which observable inputs are used in determining the fair values:

 

•  

‘Level 1’ fair value measurements are those derived without adjustment from quoted prices in active markets for identical assets or liabilities.

 

•  

‘Level 2’ fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

 

•  

‘Level 3’ fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

F-53

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

34. Financial risk management continued

 

B. Financial assets and liabilities (continued)

 

During the periods presented below, there were no transfers of financial instruments between Level 1 and Level 2.

 

SUCCESSOR                        Fair value through profit or loss                   
    

Loans and
receivables

$ million

     

Available-

for-sale

$ million

     

Liabilities

at amortized

cost

$ million

    

Designated

hedging

relationships

$ million

    

Held for

trading

$ million

    

Total

carrying

value

$ million

         

Fair

value

$ million

  

As at December 31, 2010

                    

Financial assets not held at fair value

                    

Trade and other receivables:

                    

– Non-derivative assets

      879.5        –         –        –        –        879.5          879.5  

Cash and cash equivalents

      459.3        –         –        –        –        459.3          459.3  
     1,338.8        –         –        –        –        1,338.8          1,338.8  

Financial assets held at fair value

                    

Level 1:

                    

– Available-for-sale investments

      –         1.4        –        –        –        1.4          1.4  

Level 2:

                    

– Trade and other receivables:

                    

Derivative assets

      –         –         –        0.9       0.6       1.5          1.5  
       –         1.4        –        0.9       0.6       2.9          2.9  

Total financial assets

      1,338.8        1.4        –        0.9       0.6       1,341.7          1,341.7  

Financial liabilities not held at fair value

                    

Trade and other payables:

                    

– Non-derivative liabilities

      –         –         (516.6 )      –        –        (516.6 )         (516.6 ) 

Bank overdrafts

      –         –         (7.1 )      –        –        (7.1 )         (7.1 ) 

Bank and other loans:

                    

– Current

      –         –         (255.7 )      –        –        (255.7 )         (290.2 ) 

– Non-current

      –         –         (2,898.9 )      –        –        (2,898.9 )         (3,201.0 ) 

Obligations under finance leases

      –         –         (3.3 )      –        –        (3.3 )         (3.3 ) 
       –         –         (3,681.6 )      –        –        (3,681.6 )         (4,018.2 ) 

Financial liabilities held at fair value

                    

Level 2:

                    

– Trade and other payables:

                    

Derivative liabilities

      –         –         –        (1.4 )      (47.8 )      (49.2 )         (49.2 ) 
       –         –         –        (1.4 )      (47.8 )      (49.2 )         (49.2 ) 

Total financial liabilities

      –         –         (3,681.6 )      (1.4 )      (47.8 )      (3,730.8 )         (4,067.4 ) 
       1,338.8        1.4        (3,681.6 )      (0.5 )      (47.2 )      (2,389.1 )         (2,725.7 ) 

 

F-54

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

34. Financial risk management continued

 

B. Financial assets and liabilities (continued)

 

PREDECESSOR          Fair value through profit or loss              
     

Loans and
receivables

$ million

     

Available-

for-sale

$ million

     

Liabilities

at amortized

cost

$ million

    

Designated

hedging

relationships

$ million

    

Held for

trading

$ million

    

Total

carrying

value

$ million

    

Fair

value

$ million

  

As at January 2, 2010

                 

Financial assets not held at fair value

                 

Trade and other receivables:

                 

– Non-derivative assets

      722.1        –         –        –        –        722.1       722.1  

Cash and cash equivalents

      445.0        –         –        –        –        445.0       445.0  
     1,167.1        –         –        –        –        1,167.1       1,167.1  

Financial assets held at fair value

                 

Level 1:

                 

– Available-for-sale investments

      –         1.2        –        –        –        1.2       1.2  

Level 2:

                 

– Trade and other receivables:

                 

Derivative assets

      –         –         –        56.9       1.2       58.1       58.1  
       –         1.2        –        56.9       1.2       59.3       59.3  

Total financial assets

      1,167.1        1.2        –        56.9       1.2       1,226.4       1,226.4  

Financial liabilities not held at fair value

                 

Trade and other payables:

                 

– Non-derivative liabilities

      –         –         (506.2 )      –        –        (506.2 )      (506.2 ) 

Bank overdrafts

      –         –         (4.8 )      –        –        (4.8 )      (4.8 ) 

Bank and other loans:

                 

– Current

      –         –         (11.2 )      –        –        (11.2 )      (10.2 ) 

– Non-current

      –         –         (642.3 )      (45.0 )      –        (687.3 )      (655.3 ) 

Obligations under finance leases

      –         –         (4.6 )      –        –        (4.6 )      (4.6 ) 
       –         –         (1,169.1 )      (45.0 )      –        (1,214.1 )      (1,181.1 ) 

Financial liabilities held at fair value

                 

Level 2:

                 

– Trade and other payables:

                 

Derivative liabilities

      –         –         –        (3.6 )      (2.6 )      (6.2 )      (6.2 ) 
       –         –         –        (3.6 )      (2.6 )      (6.2 )      (6.2 ) 

Total financial liabilities

      –         –         (1,169.1 )      (48.6 )      (2.6 )      (1,220.3 )      (1,187.3 ) 
       1,167.1        1.2        (1,169.1 )      8.3       (1.4 )      6.1       39.1  

Available-for-sale investments are listed and are valued by reference to quoted market prices.

Cash and cash equivalents largely attract floating interest rates. Accordingly, their carrying amounts are considered to be approximately fair value.

Bank and other loans principally comprise borrowings under the Senior Secured Credit Facilities, the 2011 Notes and the 2015 Notes, the Second Lien Notes and other loan notes. Borrowings under the Senior Secured Credit Facilities attract interest at floating rates and their principal amounts are considered to approximate to fair value. The 2011 Notes and the 2015 Notes are traded on the Professional Securities Market in London and their fair value is based on their quoted market prices. The Second Lien Notes and the other loan notes attract interest at fixed interest rates and their fair value has been assessed by reference to prevailing market interest rates.

Finance lease obligations attract fixed interest rates that are implicit in the lease rentals and their fair value has been assessed by reference to prevailing market interest rates.

Derivative assets and liabilities represent the fair value of foreign currency and interest rate derivatives held by the Group at the balance sheet date together with embedded interest rate derivatives that were required to be separated from their

 

F-55

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

34. Financial risk management continued

 

B. Financial assets and liabilities (continued)

 

host loan contracts. Foreign currency derivatives are valued by reference to prevailing forward exchange rates. Interest rate derivatives are valued by discounting the related cash flows using prevailing market interest rates. Embedded interest rate derivatives are valued using a valuation model by reference to prevailing market interest rates.

C. Credit risk

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.

Management considers the Group’s maximum exposure to credit risk to be as follows:

 

       SUCCESSOR                 PREDECESSOR  
       

As at

December 31,

2010

$ million

                 

As at

January 2,

2010

$ million

  

Trade and other receivables:

                

– Derivative assets

        1.5                 58.1  

– Non-derivative assets

        879.5                   722.1  
       881.0                 780.2  

Cash and cash equivalents

        459.3                   445.0  
         1,340.3                   1,225.2  

As at December 31, 2010, 95% (January 2, 2010: 94%) of the Group’s cash and cash equivalents were held with institutions rated at least A-1 by Standard & Poor’s or P-1 by Moody’s. Credit risk disclosures with respect to trade receivables are set out in note 26.

D. Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities.

As at December 31, 2010, the Group had a committed revolving credit facility of $300.0 million that expires on September 29, 2015, which was undrawn for cash but against which there were outstanding letters of credit amounting to $40.3 million. Also, the Group had drawn $7.2 million (January 2, 2010: $6.0 million) against uncommitted borrowing facilities and had outstanding performance bonds, letters of credit and bank guarantees amounting to $66.0 million (January 2, 2010: $80.3 million), in addition to those outstanding under the revolving credit facility. Overall, therefore, the Group’s committed borrowing headroom was $186.5 million (January 2, 2010: $558.7 million), in addition to cash balances of $506.3 million (January 2, 2010: $447.1 million), including collateralized cash of $47.0 million (January 2, 2010: $2.1 million).

The Group is subject to covenants, representations and warranties in respect of the Senior Secured Credit Facilities including two financial covenants as defined in the credit agreement that were tested for the first time for the period ended December 31, 2010. Firstly, the ratio of ‘consolidated total debt’ to ‘consolidated EBITDA’ (the ‘total leverage ratio’) must not exceed 6.1 times (for the covenant test period ended December 31, 2010, the ratio was 4.23 times). Secondly, the ratio of ‘consolidated EBITDA’ to ‘consolidated net interest’ (the ‘interest coverage ratio’) must not be less than 1.8 times (for the covenant test period ended December 31, 2010, the ratio was 5.48 times).

Going forward, the compliance with these financial covenants will be tested for a period to the end of each calendar quarter. The limits against which the financial covenants are tested become progressively stricter for each test period until December 31, 2012. Thereafter, the total leverage ratio must not exceed 5.25 times and the interest coverage ratio must not be less than 2.10 times.

The limits for the forthcoming year are set out below:

 

       

Total leverage ratio

Must not exceed

       

Interest coverage ratio

Must not be less than

  

Covenant test period ended:

          

– March 31, 2011

        6.10 x           1.80 x   

– June 30, 2011

        6.10 x           1.80 x   

– September 30, 2011

        6.00 x           1.85 x   

– December 31, 2011

        5.75 x           1.95 x   

– March 31, 2012

        5.55 x           2.00 x   

 

F-56

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

34. Financial risk management continued

 

D. Liquidity risk (continued)

 

Any future non-compliance with the borrowing covenants could, if not waived, constitute an event of default and may, in certain circumstances, lead to an acceleration of the maturity of borrowings drawn down and the inability to access committed facilities.

Contractual cash flows related to the Group’s financial liabilities are as follows:

 

SUCCESSOR   

Within

1 year

$ million

    

Between

1 and 2

years

$ million

    

Between

2 and 3

years

$ million

    

Between

3 and 4

years

$ million

    

Between

4 and 5

years

$ million

    

After

5 years

$ million

    

Total

$ million

  

As at December 31, 2010

               

Bank overdrafts

      (7.1 )      –        –        –        –        –        (7.1 ) 

Bank and other loans:

               

– Principal

      (256.9 )      (46.6 )      (46.4 )      (46.4 )      (220.8 )      (2,743.3 )      (3,360.4 ) 

– Interest payments

      (243.5 )      (227.5 )      (224.0 )      (221.2 )      (215.9 )      (390.6 )      (1,522.7 ) 

Finance lease obligations

      (0.7 )      (0.4 )      (0.4 )      (0.4 )      (0.4 )      (2.6 )      (4.9 ) 

Trade and other payables:

               

– Non-derivative liabilities

      (508.6 )      (16.0 )      –        –        –        –        (524.6 ) 

Cash flows on non-derivative liabilities

      (1,016.8 )      (290.5 )      (270.8 )      (268.0 )      (437.1 )      (3,136.5 )      (5,419.7 ) 

Cash flows on derivative liabilities:

               

– Payments

      (180.7 )      –        –        –        –        –        (180.7 ) 

– Receipts

      178.5       –        –        –        –        –        178.5  
       (2.2 )      –        –        –        –        –        (2.2 ) 

Cash flows on financial liabilities

      (1,019.0 )      (290.5 )      (270.8 )      (268.0 )      (437.1 )      (3,136.5 )      (5,421.9 ) 

Cash flows on related derivative assets:

               

– Payments

      (292.4 )      –        –        –        –        –        (292.4 ) 

– Receipts

      292.3       –        –        –        –        –        292.3  
       (0.1 )      –        –        –        –        –        (0.1 ) 
       (1,019.1 )      (290.5 )      (270.8 )      (268.0 )      (437.1 )      (3,136.5 )      (5,422.0 ) 
PREDECESSOR   

Within

1 year

$ million

    

Between

1 and 2

years

$ million

    

Between

2 and 3

years

$ million

    

Between

3 and 4

years

$ million

    

Between

4 and 5

years

$ million

    

After

5 years

$ million

    

Total

$ million

  

As at January 2, 2010

               

Bank overdrafts

      (4.8 )      –        –        –        –        –        (4.8 ) 

Bank and other loans:

               

– Principal

      (0.6 )      (241.8 )      (0.3 )      (0.3 )      –        (403.1 )      (646.1 ) 

– Interest payments

      (44.4 )      (44.0 )      (24.7 )      (24.7 )      (24.7 )      (24.7 )      (187.2 ) 

Finance lease obligations

      (1.3 )      (0.8 )      (0.4 )      (0.4 )      (0.4 )      (3.3 )      (6.6 ) 

Trade and other payables:

               

– Non-derivative liabilities

      (491.9 )      (14.3 )      –        –        –        –        (506.2 ) 

Cash flows on non-derivative liabilities

      (543.0 )      (300.9 )      (25.4 )      (25.4 )      (25.1 )      (431.1 )      (1,350.9 ) 

Cash flows on derivative liabilities:

               

– Payments

      (255.7 )      (1.8 )      –        –        –        –        (257.5 ) 

– Receipts

      255.6       –        –        –        –        –        255.6  
       (0.1 )      (1.8 )      –        –        –        –        (1.9 ) 

Cash flows on financial liabilities

      (543.1 )      (302.7 )      (25.4 )      (25.4 )      (25.1 )      (431.1 )      (1,352.8 ) 

Cash flows on related derivative assets:

               

– Payments

      (612.7 )      (28.9 )      (20.6 )      (22.6 )      (23.8 )      (17.5 )      (726.1 ) 

– Receipts

      635.4       44.0       24.8       24.6       24.7       24.7       778.2  
       22.7       15.1       4.2       2.0       0.9       7.2       52.1  
       (520.4 )      (287.6 )      (21.2 )      (23.4 )      (24.2 )      (423.9 )      (1,300.7 ) 

 

F-57

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

34. Financial risk management continued

 

D. Liquidity risk (continued)

 

Information on the Group’s exposure to liquidity risk analyzed by currency is presented below.

 

SUCCESSOR   

Within

1 year

$ million

     

Between

1 and 2

years

$ million

     

Between

2 and 3

years

$ million

     

Between

3 and 4

years

$ million

     

Between

4 and 5

years

$ million

     

After

5 years

$ million

          

Total

$ million

  

As at December 31, 2010

                       

Cash flows on financial liabilities:

                       

– US dollar

      (384.9 )       (281.9 )       (268.8 )       (266.0 )       (408.5 )       (3,133.9 )         (4,744.0 ) 

– Sterling

      (240.5 )       (2.6 )       (1.6 )       (1.6 )       (28.2 )       –           (274.5 ) 

– Euro

      (149.2 )       (0.8 )       (0.4 )       (0.4 )       (0.4 )       (2.6 )         (153.8 ) 

– Canadian dollar

      (71.3 )       –         –         –         –         –           (71.3 ) 

– Other

      (173.1 )       (5.2 )       –         –         –         –             (178.3 ) 
       (1,019.0 )       (290.5 )       (270.8 )       (268.0 )       (437.1 )       (3,136.5 )           (5,421.9 ) 

Cash flows on related financial assets:

                       

– US dollar

      (184.5 )       –         –         –         –         –           (184.5 ) 

– Sterling

      200.6        –         –         –         –         –           200.6  

– Euro

      (1.0 )       –         –         –         –         –           (1.0 ) 

– Canadian dollar

      0.8        –         –         –         –         –           0.8  

– Other

      (16.0 )       –         –         –         –         –             (16.0 ) 
       (0.1 )       –         –         –         –         –             (0.1 ) 
PREDECESSOR   

Within

1 year

$ million

     

Between

1 and 2

years

$ million

     

Between

2 and 3

years

$ million

     

Between

3 and 4

years

$ million

     

Between

4 and 5

years

$ million

     

After

5 years

$ million

         

Total

$ million

  

As at January 2, 2010

                       

Cash flows on financial liabilities:

                       

– US dollar

      (380.2 )       (10.7 )       –         –         –         –           (390.9 ) 

– Sterling

      75.0        (287.9 )       (25.0 )       (24.7 )       (24.7 )       (427.8 )         (715.1 ) 

– Euro

      (68.2 )       (1.2 )       (0.4 )       (0.4 )       (0.4 )       (3.3 )         (73.9 ) 

– Canadian dollar

      (37.9 )       –         –         –         –         –           (37.9 ) 

– Other

      (131.8 )       (2.9 )       –         (0.3 )       –         –           (135.0 ) 
       (543.1 )       (302.7 )       (25.4 )       (25.4 )       (25.1 )       (431.1 )         (1,352.8 ) 

Cash flows on related financial assets:

                       

– US dollar

      (330.1 )       –         –         –         –         –           (330.1 ) 

– Sterling

      479.4        15.1        4.2        2.0        0.9        7.2          508.8  

– Euro

      (44.2 )       –         –         –         –         –           (44.2 ) 

– Canadian dollar

      (62.3 )       –         –         –         –         –           (62.3 ) 

– Other

      (20.1 )       –         –         –         –         –           (20.1 ) 
       22.7        15.1        4.2        2.0        0.9        7.2          52.1  

Maturities of the financial liabilities in all of the liquidity tables above are based on the earliest date on which the counterparty has a contractual right to require payment. It should be noted that borrowings under the Senior Secured Credit Facilities would be required to be prepaid to the extent that the Group generates ‘excess cash’ as defined in the credit agreement and that, in the event of a change of control, the bank and other loans may have to be repaid and the undrawn committed borrowing facilities may be withdrawn.

Floating interest payments and payments and receipts on interest rate derivatives are estimated based on market interest rates prevailing at the balance sheet date.

 

F-58

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

34. Financial risk management continued

 

E. Interest rate risk

Interest rate risk is the risk that the fair value of, or future cash flows associated with, a financial instrument will fluctuate because of changes in market interest rates.

The interest rate profile of the Group’s financial assets and liabilities, after taking into account the effect of the Group’s interest rate hedging activities, was as follows:

 

    SUCCESSOR              PREDECESSOR  
    As at December 31, 2010              As at January 2, 2010  
    Interest-bearing     Non-interest
bearing
$ million		     Total
$ million		               Interest-bearing    

Non-interest
bearing

$ million

     Total
$ million		  
    

Floating

rate
$ million

    

Fixed

rate
$ million

            

Floating

rate
$ million

    

Fixed

rate
$ million

      

Financial assets

                      

Trade and other receivables

     47.9       8.0       825.1       881.0             16.0       –        764.2       780.2  

Available-for-sale investments

     –        –        1.4       1.4             –        –        1.2       1.2  

Cash and cash equivalents (see note 28)

     348.8       –        110.5       459.3               378.9       –        66.1       445.0  
    396.7       8.0       937.0       1,341.7             394.9       –        831.5       1,226.4  
 

Financial liabilities

                      

Trade and other payables

     –        –        (565.8 )      (565.8 )            –        –        (512.4 )      (512.4 ) 

Borrowings (see note 30)

     (1,861.5 )      (1,297.9 )      (2.3 )      (3,161.7 )            (701.3 )      (0.3 )      (1.7 )      (703.3 ) 

Obligations under finance leases

     –        (3.3 )      –        (3.3 )              –        (4.6 )      –        (4.6 ) 
      (1,861.5 )      (1,301.2 )      (568.1 )      (3,730.8 )              (701.3 )      (4.9 )      (514.1 )      (1,220.3 ) 
      (1,464.8 )      (1,293.2 )      368.9       (2,389.1 )              (306.4 )      (4.9 )      317.4       6.1  

On the assumption that the change in interest rates is applied to the Group’s financial assets and liabilities at the balance sheet date, an increase of 50 basis points in prevailing interest rates would decrease the Group’s loss before tax by $1.9 million and a decrease of 50 basis points would increase the Group’s loss before tax by $2.0 million. Borrowings under the Senior Secured Credit Facilities bear interest at floating rates, but are subject to a floor, which, as at December 31, 2010, was a LIBOR floor of 1.75%. If the LIBOR floor was not effective, an increase of 50 basis points in the prevailing interest rates applied to the Group’s financial assets and liabilities at the balance sheet date would increase the Group’s loss before tax by $8.0 million and a decrease of 50 basis points would decrease the Group’s loss before tax by $7.9 million.

F. Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Currency risk arises on financial assets and liabilities that are denominated in a currency other than the functional currency of the entity by which they are held.

 

F-59

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

34. Financial risk management continued

 

F. Currency risk (continued)

 

The Group’s exposure to currency risk, after taking into account currency transaction hedges, was as follows:

 

     Net foreign currency financial assets/(liabilities)  
      US dollar
$ million		     Sterling
$ million		     Euro
$ million		     Canadian dollar
$ million		     Other
$ million		     Total
$ million		  

SUCCESSOR

             

As at December 31, 2010

             

Functional currency of entity:

             

– US dollar

      –        (1.1 )      (2.2 )      –        (2.6 )      (5.9 ) 

– Sterling

      3.4       –        (2.7 )      –        (0.5 )      0.2  

– Euro

      (5.8 )      (4.6 )      –        (0.3 )      (0.1 )      (10.8 ) 

– Canadian dollar

      (4.2 )      (0.8 )      (0.5 )      –        (7.4 )      (12.9 ) 

– Other

      (9.7 )      (5.6 )      4.4       (1.3 )      –        (12.2 ) 
       (16.3 )      (12.1 )      (1.0 )      (1.6 )      (10.6 )      (41.6 ) 

PREDECESSOR

             

As at January 2, 2010

             

Functional currency of entity:

             

– US dollar

      –        (12.5 )      (1.1 )      –        (1.8 )      (15.4 ) 

– Sterling

      1.8       –        (2.6 )      –        (3.7 )      (4.5 ) 

– Euro

      (2.7 )      (0.2 )      –        (0.1 )      (0.1 )      (3.1 ) 

– Canadian dollar

      (3.0 )      –        –        –        (0.2 )      (3.2 ) 

– Other

      (5.1 )      (0.9 )      15.2       (0.6 )      –        8.6  
       (9.0 )      (13.6 )      11.5       (0.7 )      (5.8 )      (17.6 ) 

On the assumption that the change in exchange rates is applied to the risk exposures in existence at the balance sheet date and that designated net investment hedges are 100% effective, an increase or decrease of 10% in the value of the functional currencies of the entities concerned against the currencies in which the financial assets and liabilities are denominated would increase or decrease the Group’s loss before tax by $4.2 million (January 2, 2010: $1.8 million).

Currency translation exposures on the Group’s net assets, after taking into account currency translation, were as follows:

 

     SUCCESSOR                 PREDECESSOR  
     

As at

December 31,

2010

$ million

                 

As at

January 2,

2010

$ million

  

Currency

              

– US dollar

      184.8                587.2   

– Sterling

      444.1                164.0   

– Euro

      336.8                117.2   

– Canadian dollar

      237.3                94.9   

– Other

      1,136.8                  714.7   
       2,339.8                  1,678.0   

 

35. Post-employment benefit obligations

A. Background

The Group operates pension plans throughout the world, covering the majority of its employees. The plans are structured to accord with local conditions and practices in each country and include defined contribution plans and defined benefit plans.

The Group provides defined contribution pension benefits in most of the countries in which it operates; in particular, the majority of the Group’s employees in the US are entitled to such benefits. Contributions payable by the Group to these plans during Q4 2010 amounted to $9.2 million (9M 2010: $22.0 million; Fiscal 2009: $33.4 million; Fiscal 2008: $37.9 million). At the balance sheet date, the Group had not paid over to the plans contributions due amounting to $16.1 million (January 2, 2010: $14.8 million). All amounts due for the period were paid over subsequent to the balance sheet date.

 

F-60

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

35. Post-employment benefit obligations continued

 

A. Background (continued)

 

The Group operates defined benefit pension plans in several countries; in particular, in the US and the UK. Generally, the pension benefits provided under these plans are based upon pensionable salary and the period of service of the individual employees. The assets of the plans are held separately from those of the Group in funds that are under the control of trustees. All of the defined benefit pension plans operated by the Group are closed to new entrants. In addition to the funded defined benefit pension plans, the Group has unfunded defined benefit obligations to certain current and former employees.

The Group also provides other post-employment benefits, principally health and life insurance cover, to certain of its employees in North America. These plans, which are unfunded, are defined benefit plans.

B. Summary of financial effect

An analysis of the effect of providing post-employment benefits on the Group’s results is set out below.

 

SUCCESSOR    Pensions     Other post-employment benefits  
Q4 2010   

Operating

profit
$ million

     

Finance

charges
$ million

    

Loss from
discontinued
operations
$ million

      Total
$ million		    

Operating

profit
$ million

     

Finance

charges
$ million

      Total
$ million		  
Defined contribution plans      8.7        –       0.5        9.2       –        –        –  

Defined benefit plans

                   

Recognized in profit or loss:

                   

– Current service cost

      1.2        –        –         1.2       –         –         –   

– Interest cost

      –         13.5       0.1        13.6       –         1.8        1.8  

– Expected return on plan assets

      –         (16.3 )      –         (16.3 )      –         –         –   
       1.2        (2.8 )      0.1        (1.5 )      –         1.8        1.8  

Recognized in equity:

                   

– Net actuarial gain

              (60.1 )            (10.0 ) 

– Effect of the asset ceiling

                                20.2                         –   
                                 (39.9 )                        (10.0 ) 
                                 (41.4 )                        (8.2 ) 

 

PREDECESSOR

9M 2010

    Pensions     Other post-employment benefits  
  

Operating

profit
$ million

     

Finance

charges
$ million

     Profit from
discontinued
operations
$ million		     Total
$ million		    

Operating

profit
$ million

    

Finance

charges
$ million

      Total
$ million		  
Defined contribution plans      20.5        –        1.5        22.0       –        –         –   

Defined benefit plans

                 

Recognized in profit or loss:

                 

– Current service cost

      3.8        –        –        3.8       0.2       –         0.2  

– Settlement and curtailments

      1.0        –        –        1.0       (1.9 )      –         (1.9 ) 

– Interest cost

      –         44.4       0.4        44.8       –        5.6        5.6  

– Expected return on plan assets

      –         (44.6 )      (0.1 )      (44.7 )      –        –         –   
       4.8        (0.2 )     0.3        4.9       (1.7 )      5.6        3.9  

Recognized in equity:

                 

– Net actuarial loss

             25.9            5.4  

– Effect of the asset ceiling

                               (0.3 )                       –   
                                25.6                        5.4  
                                30.5                        9.3  

 

F-61

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

35. Post-employment benefit obligations continued

 

B. Summary of financial effect (continued)

 

PREDECESSOR

Fiscal 2009

    Pensions     Other post-employment benefits  
  

Operating

profit
$ million

    

Finance

charges
$ million

    

Loss from
discontinued
operations
$ million

     Total
$ million		    

Operating

profit
$ million

    

Finance

charges
$ million

      Total
$ million		  

Defined contribution plans

      31.2       –        2.2        33.4       –        –         –   

Defined benefit plans

                

Recognized in profit or loss:

                

– Current service cost

      6.7       –        –        6.7       0.4       –         0.4  

– Past service cost

      2.7       –        –        2.7       –        –         –   

– Negative past service cost

      (0.3 )      –        –        (0.3 )      (17.2 )      –         (17.2 ) 

– Settlement and curtailments

      (36.4 )      –        –        (36.4 )      (10.5 )      –         (10.5 ) 

– Interest cost

      –        60.6       0.4        61.0       –        9.0        9.0  

– Expected return on plan assets

      –        (62.5 )      (0.1 )      (62.6 )      –        –         –   
       (27.3 )      (1.9 )      0.3        (28.9 )      (27.3 )      9.0        (18.3 ) 

Recognized in equity:

                

– Net actuarial loss

            119.8            24.0  

– Effect of the asset ceiling

                              (18.6 )                       –   
                               101.2                        24.0  
                               72.3                        5.7  

During Fiscal 2009, the Group recognized a gain of $63.0 million on the amendment of pension and post-retirement healthcare plans in North America (see note 9).

 

PREDECESSOR

Fiscal 2008

    Pensions     Other post-employment benefits  
  

Operating

profit
$ million

    

Finance

charges
$ million

    

Profit from
discontinued
operations
$ million

     Total
$ million		    

Operating

profit
$ million

     

Finance

charges
$ million

      Total
$ million		  

Defined contribution plans

      35.3       –        2.6        37.9       –         –         –   

Defined benefit plans

                 

Recognized in profit or loss:

                 

– Current service cost

      8.7       –        –        8.7       0.5        –         0.5  

– Past service cost

      –        –        –        –        0.6        –         0.6  

– Settlement and curtailments

      (2.4 )      –        –        (2.4 )      –         –         –   

– Interest cost

      –        67.5       0.4        67.9       –         10.5        10.5  

– Expected return on plan assets

      –        (75.3 )      (0.2 )      (75.5 )      –         –         –   
       6.3       (7.8 )      0.2        (1.3 )      1.1        10.5        11.6  

Recognized in equity:

                 

– Net actuarial loss/(gain)

            122.4             (23.6 ) 

– Effect of the asset ceiling

                              (12.3 )                        –   
                               110.1                         (23.6 ) 
                               108.8                         (12.0 ) 

 

F-62

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

35. Post-employment benefit obligations continued

 

B. Summary of financial effect (continued)

 

The net liability recognized in the Group’s balance sheet in respect of defined benefit plans was as follows:

 

       SUCCESSOR                  PREDECESSOR  
       As at December 31, 2010                  As at January 2, 2010  
        Pensions
$ million		      Other benefits
$ million		        Total
$ million		                   Pensions
$ million		      Other benefits
$ million		        Total
$ million		  

Present value of the benefit obligation:

                                 

– Funded

        1,091.1         –           1,091.1                 1,071.7        –           1,071.7  

– Unfunded

        37.4         130.0          167.4                   44.3        142.1          186.4  
       1,128.5         130.0          1,258.5                 1,116.0        142.1          1,258.1  

Fair value of plan assets

        (1,011.1 )       –           (1,011.1 )                  (924.5 )       –           (924.5 ) 
       117.4         130.0          247.4                 191.5        142.1          333.6  

Effect of the asset ceiling

        28.2         –           28.2                   8.6        –           8.6  

Net liability

        145.6         130.0          275.6                   200.1        142.1          342.2  

The net liability is presented in the Group’s balance sheet as follows:

 

       SUCCESSOR                  PREDECESSOR  
       As at December 31, 2010                  As at January 2, 2010  
        Pensions
$ million		      Other benefits
$ million		        Total
$ million		                   Pensions
$ million		      Other benefits
$ million		        Total
$ million		  

Surpluses

        (3.6 )       –           (3.6 )                (1.3 )       –           (1.3 ) 

Deficits

        149.2         130.0          279.2                   201.4        142.1          343.5  

Net liability

        145.6         130.0          275.6                   200.1        142.1          342.2  

C. Pensions

The principal assumptions used in the actuarial valuations of the defined benefit pension plans were as follows:

 

        UK %
per annum		        US %
per annum		        Other
countries
% per annum		  

SUCCESSOR

               

Valuation as at December 31, 2010

               

Salary increases

        4.25           3.31           4.41   

Increase to pensions in payment

        3.50           n/a           1.75   

Increase to deferred pensions

        3.50           n/a           1.75   

Long-term rate of return on plan assets

        6.23           7.75           5.92   

Discount rate

        5.50           5.38           4.52   

Inflation rate

        3.50           n/a           2.20   

PREDECESSOR

               

Valuation as at January 2, 2010

               

Salary increases

        4.50%           3.36%           3.70%   

Increase to pensions in payment

        3.50%           n/a           n/a   

Increase to deferred pensions

        3.50%           n/a           n/a   

Long-term rate of return on plan assets

        6.31%           7.75%           6.02%   

Discount rate

        5.75%           5.75%           4.80%   

Inflation rate

        3.50%           n/a           1.39%   

 

F-63

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

35. Post-employment benefit obligations continued

 

C. Pensions (continued)

 

The current life expectancies underlying the benefit obligations of the Group’s principal pension plans were as follows:

 

            

UK

Years

       

US

Years

       

Other countries

Years

  

SUCCESSOR

                 

As at December 31, 2010

                 

Current pensioners (at age 65)

   – male        21.2           17.7           19.4   
  – female        24.2           20.3           21.8   

Future pensioners (at age 65)

   – male        22.2           17.7           19.4   
    – female        25.2           20.3           21.8   

PREDECESSOR

                 

As at January 2, 2010

                 

Current pensioners (at age 65)

   – male        21.2           17.7           19.1   
  – female        24.2           20.3           21.6   

Future pensioners (at age 65)

   – male        22.2           17.7           19.1   
  – female        25.2           20.3           21.6   

The net liability recognized in the Group’s balance sheet in respect of defined benefit pension plans was as follows:

 

     SUCCESSOR                PREDECESSOR  
     As at December 31, 2010                As at January 2, 2010  
      UK
$ million		     US
$ million		     Other
countries
$ million		     Total
$ million		                 UK
$ million		     US
$ million		     Other
countries
$ million		     Total
$ million		  

Present value of benefit obligation:

                         

– Funded

      367.3        572.9        150.9        1,091.1                366.7       565.3       139.7       1,071.7  

– Unfunded

      0.2        35.8        1.4        37.4                  0.1       36.6       7.6       44.3  
     367.5        608.7        152.3        1,128.5                366.8       601.9       147.3       1,116.0  

Fair value of plan assets

      (377.9 )      (513.5 )      (119.7 )      (1,011.1 )                (353.7 )      (458.1 )      (112.7 )      (924.5 ) 
     (10.4 )      95.2        32.6        117.4                13.1       143.8       34.6       191.5  

Effect of the asset ceiling

      24.4        3.8        –        28.2                  8.6       –        –        8.6  

Net liability

      14.0        99.0        32.6        145.6                  21.7       143.8       34.6       200.1  

Changes in the present value of the benefit obligation were as follows:

 

                   SUCCESSOR  
                   Q4 2010  
      UK
$ million		     US
$ million		     Other
countries
$ million		     Total
$ million		  

At the beginning of the period

      –        –        –        –   

Acquisition of subsidiaries

      398.0        638.7        152.1        1,188.8   

Current service cost

      0.1        0.2        0.9        1.2   

Settlements

      –        (0.1 )      –        (0.1 ) 

Interest cost

      4.9        7.7        1.0        13.6   

Net actuarial gain

      (25.4 )      (22.2 )      (4.3 )      (51.9 ) 
     377.6        624.3        149.7        1,151.6   

Benefits paid

      (4.8 )      (15.6 )      (1.7 )      (22.1 ) 

Foreign currency translation

      (5.3 )      –        4.3        (1.0 ) 

At the end of the period

      367.5        608.7        152.3        1,128.5   

 

F-64

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

35. Post-employment benefit obligations continued

 

C. Pensions (continued)

 

                                                            PREDECESSOR  
     9M 2010          Fiscal 2009  
      UK
$ million		     US
$ million		     Other
countries
$ million		     Total
$ million		           UK
$ million		     US
$ million		     Other
countries
$ million		     Total
$ million		  

At the beginning of the period

      366.8       601.9       147.3       1,116.0          285.6       618.9       113.6       1,018.1  

Transfer of plans

      –        –        –        –           (5.0 )      5.0       –        –   

Current service cost

      0.3       0.5       3.0       3.8          0.6       2.0       4.1       6.7  

Past service cost

      –        –        –        –           –        –        2.7       2.7  

Negative past service cost

      –        –        –        –           –        (0.3 )      –        (0.3 ) 

Curtailments

      –        –        –        –           –        (29.1 )      (7.3 )      (36.4 ) 

Settlements

      –        –        1.0       1.0          –        (0.3 )      –        (0.3 ) 

Interest cost

      14.6       24.9       5.3       44.8          19.5       34.6       6.9       61.0  

Net actuarial loss

      37.1       47.1       6.2       90.4            54.1       22.6       24.7       101.4  
     418.8       674.4       162.8       1,256.0          354.8       653.4       144.7       1,152.9  

Employees’ contributions

      0.1       –        0.1       0.2          0.1       –        0.2       0.3  

Benefits paid

      (11.0 )      (35.7 )      (13.6 )      (60.3 )         (17.2 )      (51.5 )      (8.2 )      (76.9 ) 

Foreign currency translation

      (9.9 )      –        2.8       (7.1 )           29.1       –        10.6       39.7  

At the end of the period

      398.0       638.7       152.1       1,188.8            366.8       601.9       147.3       1,116.0  

Changes in the fair value of plan assets were as follows:

 

                   SUCCESSOR  
                   Q4 2010  
      UK
$ million		     US
$ million		     Other
countries
$ million		     Total
$ million		  

At the beginning of the period

      –        –        –        –   

Acquisition of subsidiaries

      372.0        515.9        111.4        999.3   

Expected return on plan assets

      5.7        9.1        1.5        16.3   

Settlements

      –        (0.1 )      –        (0.1 ) 

Net actuarial gain/(loss)

      7.3        (1.9 )      2.8        8.2   
     385.0        523.0        115.7        1,023.7   

Employer’s contributions

      2.8        6.1        3.0        11.9   

Benefits paid

      (4.8 )      (15.6 )      (1.7 )      (22.1 ) 

Foreign currency translation

      (5.1 )      –        2.7        (2.4 ) 

At the end of the period

      377.9        513.5        119.7        1,011.1   

 

    

PREDECESSOR

  
    

9M 2010

         

Fiscal 2009

  
     

UK

$ million

    

US

$ million

     Other
countries
$ million		    

Total

$ million

          

UK

$ million

    

US

$ million

     Other
countries
$ million		    

Total

$ million

  

At the beginning of the period

      353.7       458.1       112.7       924.5          294.0       479.5       88.6       862.1  

Expected return on plan assets

      15.7       24.4       4.6       44.7          21.2       35.5       5.9       62.6  

Settlements

      –        –        –        –           –        (0.3 )      –        (0.3 ) 

Net actuarial gain/(loss)

      7.9       57.4       (0.8 )      64.5            6.5       (31.8 )      6.9       (18.4 ) 
     377.3       539.9       116.5       1,033.7          321.7       482.9       101.4       906.0  

Employer’s contributions

      14.9       11.7       5.5       32.1          18.7       26.7       7.3       52.7  

Employees’ contributions

      0.1       –        0.1       0.2          0.1       –        0.2       0.3  

Benefits paid

      (11.0 )      (35.7 )      (13.6 )      (60.3 )         (17.2 )      (51.5 )      (8.2 )      (76.9 ) 

Foreign currency translation

      (9.3 )      –        2.9       (6.4 )           30.4       –        12.0       42.4  

At the end of the period

      372.0       515.9       111.4       999.3            353.7       458.1       112.7       924.5  

 

F-65

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

35. Post-employment benefit obligations continued

 

C. Pensions (continued)

 

The fair value of plan assets by asset category was as follows:

 

    

SUCCESSOR

                

PREDECESSOR

  
     

As at December 31, 2010

                

As at January 2, 2010

  
     

UK

$ million

     

US

$ million

      Other
countries
$ million		     

Total

$ million

                 

UK

$ million

     

US

$ million

      Other
countries
$ million		     

Total

$ million

  

Equity instruments

      163.8        319.2        51.9        534.9                166.2        288.7        44.1        499.0  

Debt instruments

      213.7        165.4        45.3        424.4                187.4        153.0        46.9        387.3  

Other assets

      0.4        28.9        22.5        51.8                  0.1        16.4        21.7        38.2  
       377.9        513.5        119.7        1,011.1                  353.7        458.1        112.7        924.5  

Plan assets do not include any of the Group’s own financial instruments, nor any property occupied by, or other assets used by, the Group.

The return and risk expectations for each asset class incorporate assumptions about historical return relationships, current financial market conditions and the degree of global capital market integration. The assumptions used have been derived from rigorous historical performance analysis combined with forward-looking views of the financial markets as revealed through the yield on long-term bonds and the price earnings ratios of the major stock market indices. The actuaries review analyses of historical risk and the correlation of the return on asset classes and apply subjective judgment based on their knowledge of the Group’s plans. The result of this analysis is incorporated into a risk matrix from which expected long-term risk premiums for each asset class are developed.

The nominal return expectations are determined by combining the asset class risk premiums with expected inflation and real risk-free rate assumptions. As a final consideration, the nominal return assumptions are blended with current market conditions to develop long-term equilibrium expectations.

The Group’s investment strategy for pension plan assets includes diversification to minimize interest and market risks. Accordingly, the interest rate risk inherent in the benefit obligation of the Group’s US funded pension plans is hedged using a combination of bonds and interest rate swaps with a combined average duration of 10.2 years. In general, the investment strategy for the Group’s pension plans outside the US does not involve the use of derivative financial instruments.

Plan assets are rebalanced periodically to maintain target asset allocations. Maturities of investments are not necessarily related to the timing of expected future benefit payments, but adequate liquidity to make immediate and medium-term benefit payments is ensured.

The weighted averages of the expected returns on plan assets were as follows:

 

    

SUCCESSOR

                 PREDECESSOR  
              As at December 31,
2010		                         As at January 2, 2010              As at January 3, 2009  
      UK      US      Other
countries		                  UK      US      Other
countries		      UK      US      Other
countries		  

Equity instruments

      8.00 %       8.50 %       9.00 %               7.80 %       8.70 %       8.80 %       8.00 %       9.51 %       9.13 % 

Debt instruments

      3.98 %       4.20 %       3.89 %               4.92 %       5.20 %       5.31 %       4.83 %       6.40 %       4.87 % 

Other assets

      3.70 %       2.80 %       2.00 %                 4.20 %       3.30 %       2.00 %       4.30 %       3.90 %       1.00 % 

The actual return on plan assets was as follows:

 

       SUCCESSOR               

PREDECESSOR

  
        Q4 2010                 9M
2010		      Fiscal
2009		      Fiscal
2008		  

UK

        3.5 %              8.9 %       9.4 %       (4.5 )% 

US

        1.4 %              23.8 %       0.8 %       (7.1 )% 

Other countries

        4.1 %                4.6 %       7.1 %       (8.6 )% 

 

F-66

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

35. Post-employment benefit obligations continued

 

C. Pensions (continued)

 

Actuarial gains and losses recognized in relation to defined benefit pension plans were as follows:

 

     SUCCESSOR                                          PREDECESSOR  
     

Q4 2010

$ million

              

9M 2010

$ million

    

Fiscal 2009

$ million

    

Fiscal 2008

$ million

    

Fiscal 2007

$ million

    

Fiscal 2006

$ million

  

At the end of the period:

                   

– Present value of benefit obligation

      1,128.5             1,188.8       1,116.0       1,018.1       1,196.5       1,270.0  

– Fair value of plan assets

      (1,011.1 )              (999.3 )      (924.5 )      (862.1 )      (1,125.0 )      (1,041.8 ) 

Deficit in the plans

      117.4               189.5       191.5       156.0       71.5       228.2  
 

Recognized in the period:

                   

– Net actuarial gain/(loss) on plan assets

      51.9             64.5       (18.4 )      (145.5 )      (3.0 )      15.1  

– Net actuarial gain/(loss) on benefit obligation

      8.2               (90.4 )      (101.4 )      23.1       92.9       25.6  
       60.1               (25.9 )      (119.8 )      (122.4 )      89.9       40.7  

As at December 31, 2010, the cumulative net actuarial gain recognized in other comprehensive income amounted to $60.1 million (January 2, 2010: loss of $213.8 million).

Following negotiations with the trustees and regulatory authorities in connection with the acquisition of Tomkins, the Group agreed to make one-off contributions amounting to $23.0 million to certain of the defined benefit pension plans in the US and the UK of which $5.0 million was paid to the US plans during Q4 2010 and $18.0 million was paid to the UK plans in January 2011, and agreed to forego optional short-term pension funding relief in the US amounting to approximately $35.0 million. In addition, the Group expects to make contributions of approximately $46.9 million to defined benefit pension plans during 2011.

D. Other post-employment benefits

The weighted averages of the principal assumptions used in the actuarial valuations of the other post-employment benefit plans were as follows:

 

     SUCCESSOR                        PREDECESSOR  
     

As at

December 31,

2010

% per annum

                 

As at

January 2,

2010

% per annum

    

As at

January 3,

2009

% per annum

  

Discount rate

      5.28%                 5.63 %      6.08 % 

Medical cost inflation rate

      12.49%                   12.64 %      8.20 % 

The Group’s other post-employment benefit plans are unfunded. Accordingly, the liability recognized in the Group’s balance sheet in respect of these plans represents the present value of the benefit obligation.

Changes in the present value of the benefit obligation were as follows:

 

     SUCCESSOR    

 

   

 

           PREDECESSOR  
     

Q4 2010

$ million

                

9M 2010

$ million

    

Fiscal 2009

$ million

  

At the beginning of the period

      –                142.1       147.7  

Acquisition of subsidiaries

      140.9                –        –   

Current service cost

      –                –        0.4  

Negative past service cost

      –                –        (17.2 ) 

Settlements

      –                (1.7 )      –   

Curtailments

      –                –        (10.5 ) 

Interest cost

      1.8                5.6       9.0  

Net actuarial (gain)/loss

      (10.0 )                5.4       24.0  
     132.7                151.4       153.4  

Benefits paid

      (3.6 )              (11.2 )      (14.9 ) 

Foreign currency translation

      0.9                  0.7       3.6  

At the end of the period

      130.0                  140.9       142.1  

 

F-67

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

35. Post-employment benefit obligations continued

 

D. Other post-employment benefits (continued)

 

Actuarial gains and losses recognized in relation to other post-employment benefit plans were as follows:

 

     SUCCESSOR                                               PREDECESSOR  
     

Q4 2010

$ million

                 

9M 2010

$ million

    

Fiscal 2009

$ million

    

Fiscal 2008

$ million

     

Fiscal 2007

$ million

     

Fiscal 2006

$ million

  

At the end of the period:

                        

– Present value of benefit obligation

      130.0                   140.9        142.1       147.7        180.8        189.7  
 

Recognized in the period:

                        

– Actuarial gain/(loss) on benefit obligation

      10.0                   (5.4 )      (24.0 )      23.6        6.0        (2.7 ) 

As at December 31, 2010, the cumulative net actuarial gain recognized in other comprehensive income amounted to $10.0 million (January 2, 2010: net gain of $51.7 million).

Sensitivity to change in the assumed medical cost inflation rate used in the actuarial valuations as at December 31, 2010 is as follows:

 

      Increase of one
percentage point
$ million		      Decrease of one
percentage point
$ million		  

Effect on the aggregate of the current service cost and the interest cost

      0.4         (0.3 ) 

Effect on the accumulated benefit obligation

      7.4         (6.5 ) 

 

36. Share-based incentives

SUCCESSOR

A. Ongoing schemes

The Group operates a number of employee share schemes to provide incentives to the Group’s senior executives and other eligible employees.

Share options

Replacement Options

On the acquisition of Tomkins, certain executives who are not resident in the US were given the opportunity to cancel their vested awards under the Performance Share Plan (‘PSP’) that was operated by Tomkins Limited in exchange for awards of options, named the Replacement Options, to purchase equity interests in the Company. In the event, Replacement Options over 17,786 ‘B’ shares in the Company were granted to participating executives. Each Replacement Option has a nominal exercise price and vested immediately on grant. As such, the Replacement Options had a fair value at their grant date that was equal to the fair value of the vested awards under the PSP that they replaced, which was the equivalent of the offer price of 325 pence per ordinary share in Tomkins Limited. Accordingly, the fair value of the Replacement Options granted, which amounted to $34.9 million, was recognized by the Group as part of the consideration paid to acquire Tomkins.

Since the grant date, there has been no change in the number of Replacement Options that are outstanding. If the Replacement Options remain outstanding but unexercised, they will expire on the tenth anniversary of the grant date. As at December 31, 2010, the Replacement Options had a remaining contractual life of 9.75 years.

Variable Options

The Company has established an equity incentive plan under which the Group’s senior executives were granted options to purchase ‘B’ shares in the Company, named the Variable Options. The Variable Options are divided into three tiers with escalating exercise prices which allow the participants to share in the gains of the equity investors in the Company above certain minimum return thresholds.

The first tier options have an exercise price equal to the price at which the Consortium subscribed for shares in the Company at the time of the acquisition of Tomkins (the ‘Initial Exercise Price’) increasing at a compound rate of 8% per annum until the exercise date, subject to the additional condition that 3.184% of the options may not be exercised unless the fair market value of the underlying shares exceeds the exercise price of the second tier options and 3.409% of the options may not be exercised unless the fair market value of the underlying shares exceeds the exercise price of the

 

F-68

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

36. Share-based incentives continued

 

A. Ongoing schemes (continued)

 

third tier options. The second tier options have an exercise price equal to Initial Exercise Price increasing at a compound rate of 25% per annum until the exercise date (subject, in certain circumstances, to a cap of 2.25 times the Initial Exercise Price), subject to the additional condition that 3.409% of the options may not be exercised unless the fair market value of the underlying shares exceeds the exercise price of the third tier options. The third tier options have an exercise price equal to Initial Exercise Price increasing at a compound rate of 27.5% per annum until the exercise date (subject, in certain circumstances, to a cap of 2.5 times the Initial Exercise Price).

The Variable Options vested as to 25% immediately on grant, with a further 25% vesting on the first three anniversaries of the effective date of the acquisition of Tomkins, subject to the participant’s continuing employment by the Group on the vesting date. Vesting will be accelerated in the event of a change of control or a liquidity event while the participant is still employed by the Group and on a graduated basis for good leavers.

The fair value of the Variable Options at their grant date was measured using a Monte Carlo valuation model as follows:

 

        Q4 2010  

Fair value:

     

– First tier

        $1,164   

– Second tier

        $994   

– Third tier

        $933   

Inputs to the model:

     

– Share price at the grant date

        $1,966   

– Exercise price at the grant date

        $1,966   

– Expected volatility

        83.5%   

– Expected life

        5 years   

– Risk-free interest rate

        1.37%   

– Expected dividends

        nil   

The Monte Carlo valuation model simulates the share price on the exercise date assuming the share price follows geometric Brownian motion. Based on the simulated share price, the model calculates the exercise price in accordance with the rules of the scheme and applies the discount factor to the resulting simulated payoff on exercise of the option. The model is run for a large number of simulations and the fair value of the option is determined as the average payoff on exercise of the option over those simulations.

The Company is an unlisted entity but it was considered that Tomkins plc was a similar listed entity. Expected volatility of the price of the ‘B’ shares in the Company was therefore determined using the Merton model based on the historical volatility of the market price of Tomkins plc’s ordinary shares over the expected life of the options having made adjustments to reflect the higher leverage ratio of the Company compared with that of Tomkins plc.

The expected life of the options reflects the effects of non-transferability, exercise restrictions and behavioral considerations.

Since the grant date, there has been no change in the number of Variable Options that remain outstanding. Details of the Variable Options outstanding as at December 31, 2010 were as follows:

 

       As at December 31, 2010  
        Options
Number		       

Exercise

Price

$

  

First tier

        113,034         $ 2,002   

Second tier

        37,674         $ 2,072   

Third tier

        37,685         $ 2,082   
         188,393        

Exercisable

        44,913        

If the Variable Options remain outstanding but unexercised, they will expire on the tenth anniversary of the grant date. As at December 31, 2010, the Variable Options had a remaining contractual life of 9.75 years.

During Q4 2010, the compensation expense recognized in relation to the Variable Options was $72.2 million.

 

F-69

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

36. Share-based incentives continued

 

A. Ongoing schemes (continued)

 

Other share awards

Retention Awards

Following the acquisition of Tomkins, awards over 3,645 ‘B’ shares in the Company, named the Retention Awards, were granted to certain executives. Retention Awards are deferred shares that normally become vested as to one-third of the award on the first three anniversaries of the effective date of the acquisition of Tomkins subject to the participant’s continuing employment by the Group at the vesting date. Vesting will be accelerated in the event of a change of control or a liquidity event while the participant is still employed by the Group, if the holder dies, has his or her employment terminated due to disability or without cause or resigns for good reason.

On the principal assumption that there will be no dividend payments during the vesting period, the fair value on the grant date of the Retention Awards was $1,966. During Q4 2010, the compensation expense recognized in relation to the Retention Awards was $0.2 million.

Annual Bonus Incentive Plan

Bonuses payable and accrued under the Annual Bonus Incentive Plan (‘ABIP’) during the transitional period between the acquisition of Tomkins and December 31, 2010 have been and are to be settled wholly in cash. While ABIP will continue in 2011, the nature of the share-based element of the plan has not yet been finalized.

B. Legacy schemes

While most of the awards and options that were outstanding under the employee share schemes that were operated by Tomkins Limited were exercised, settled or replaced at the time of the acquisition of Tomkins, there remained outstanding a number of options over ordinary shares in Tomkins Limited that had vested but had not been exercised by the optionholders. Under the terms of the acquisition agreement, these options remain exercisable in accordance with the rules of the relevant schemes. Accordingly, they are recognized by the Group as non-controlling interests in Tomkins Limited measured at their fair value at the acquisition date.

Movements in the number of options outstanding over ordinary shares in Tomkins Limited were as follows:

 

     Q4 2010  
      Options
Number		    

Weighted average
exercise price

Pence

  

As at September 25, 2010

      9,597,537        242p   

Exercised

      (10,590 )      218p   

Expired

      (54,319 )      217p   

As at December 31, 2010

      9,532,628        243p   

Exercisable as at December 31, 2010

      9,532,628     

If the options are exercised, the requisite number of ordinary shares will be issued by Tomkins Limited and immediately acquired by the Group for consideration of 325 pence per share in cash.

If the options outstanding as at December 31, 2010 remain unexercised, they will expire as follows:

 

      Options
Number		  

Expiry:

   

– June 2011

      5,626,142   

– January 2013

      1,440,576   

– December 2013

      1,178,880   

– April 2014

      1,287,030   
       9,532,628   

At the time of the acquisition of Tomkins, options over 2,865,528 ordinary shares in Tomkins Limited were outstanding under the Tomkins Sharesave Scheme.

 

F-70

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

36. Share-based incentives continued

 

B. Legacy schemes (continued)

 

In view of the fact that certain participants would lose preferential tax treatment as a consequence of the acquisition of Tomkins and/or would not be able to exercise their options in full at the time of the acquisition, the Group agreed to make an ex gratia payment to those participants who chose to exercise their options conditionally on the acquisition becoming effective of an amount equal to the aggregate of (i) an amount which, after deduction of income tax and national insurance contributions, equaled the income tax, if any, payable on the exercise of such options and (ii) an amount which, after deduction of income tax and national insurance contributions, equaled the additional profit which the participant would have received if the participant had been able to exercise his or her options in full at the date of acquisition. In the event, the ex gratia payment amounted to $11.3 million, of which $2.4 million was recognized by the Group as part of the consideration paid to acquire Tomkins and $8.9 million was recognized as an expense within acquisition costs.

Subsequent to the acquisition, there remained 64,909 options outstanding under the Tomkins Sharesave Scheme, which either had been exercised or had expired as at December 31, 2010.

PREDECESSOR

Prior to its acquisition by the Group, Tomkins plc operated a number of employee share schemes to provide incentives to the Group’s senior executives and other eligible employees. Options and awards made under these schemes were in respect of Tomkins plc’s ordinary shares. Although Tomkins plc’s ordinary shares were denominated in US dollars, they were quoted in sterling on the London Stock Exchange.

A. Share options

Options were granted from time to time under the Tomkins Sharesave Scheme, which was restricted to employees who are resident for tax purposes in the UK. It offered eligible employees the option to buy ordinary shares in Tomkins plc after a period of three, five or seven years, funded from the proceeds of a savings contract to which employees contributed up to £250 per month.

Vested options remained outstanding under Tomkins plc’s executive share option schemes which lapsed for the purpose of new awards in 2005. The final unvested options under these schemes vested during 2007.

In 9M 2010, the compensation expense in respect of share options was $0.7 million, of which $0.5 million was accelerated due to the early vesting of options on the acquisition of Tomkins. In Fiscal 2009, the compensation expense in respect of share options was $1.0 million (Fiscal 2008: $0.8 million).

Changes in the total number of share options outstanding during the period were as follows:

 

     9M 2010           Fiscal 2009  
      Options
Number		     Weighted
average
exercise
price
Pence		            Options
Number		     Weighted
average
exercise
price
Pence		  

Outstanding at the beginning of the period

      17,248,301       224.24            18,131,583       238.60   

Granted during the period

      308,264       188.56            2,228,492       96.00   

Cancelled during the period

      (8,674 )      280.94            (634,716 )      157.70   

Forfeited during the period

      (49,951 )      115.39            (34,770 )      202.88   

Exercised during the period

      (4,196,081 )      220.95            (45,000 )      170.50   

Lapsed during the period

      (1,421,790 )      252.81            (2,397,288 )      232.61   

Settled

      (1,860,532 )      114.36           –        –   

Outstanding at the end of the period

      10,019,537       241.36           17,248,301       224.24   

Exercisable at the end of the period

      10,019,537       241.36           14,544,405       245.19   

On the dates on which options were exercised during 9M 2010, the weighted average market price of Tomkins plc’s ordinary shares was 317.52p per share (Fiscal 2009: 178.90p per share).

 

F-71

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

36. Share-based incentives continued

 

A. Share options (continued)

 

The fair value of options granted under the Sharesave Scheme was measured at their respective grant dates using the Black-Scholes option pricing formula based on the following assumptions:

 

      9M 2010      Fiscal 2009      Fiscal 2008  

Weighted average fair value

      97.96p         68.34p         37.99p   

Weighted average assumptions:

         

– Share price

      247.40p         161.75p         176.75p   

– Exercise price

      188.56p         96.00p         140.20p   

– Expected volatility

      40.34%         33.44%         24.59%   

– Expected life

      4.31 years         4.47 years         4.57 years   

– Risk-free interest rate

      2.60%         3.76%         4.55%   

– Expected dividends

      6.53p         6.25p         13.89p   

Expected volatility was determined based on the historical volatility of the market price of Tomkins plc’s ordinary shares over the expected life of the options. Adjustments have been made to the expected life used in the model to reflect the effects of non-transferability, exercise restrictions and behavioral considerations.

The weighted average contractual life of share options outstanding as at January 2, 2010 was as follows:

 

     As at January 2, 2010  
      Outstanding
Number		     

Weighted

average

remaining
contractual life

Years

  

Range of exercise prices:

      

– Less than 100p

      2,186,005         4.13   

– 100p to 150p

      287,096         3.21   

– 151p to 200p

      3,242,072         2.06   

– 201p to 250p

      5,909,124         4.08   

– 251p to 300p

      4,608,776         3.31   

– 301p and higher

      1,015,228         2.11   
       17,248,301      

B. Other share awards

The Group’s principal share-based compensation arrangements were the Annual Bonus Incentive Plan (‘ABIP’) and the Performance Share Plan (‘PSP’). Both were restricted to the Group’s senior executives.

Certain executives of Tomkins participated in the ABIP under which each participant received a bonus which represents a percentage of the ‘bonusable profit’ of the business for which he or she had responsibility. Bonuses were determined based on bonusable profit for the calendar year. Interim payments were made quarterly in June, September and December based on 75% of bonusable profit for the year to date and the balance of the bonus for the year was paid in March of the following year. Senior participants normally received their bonus as to four-sevenths in cash, one seventh in Restricted Award Shares and two-sevenths in Deferred Award Shares. Other participants normally received their bonus as to three-quarters in cash, one twelfth in Restricted Award Shares and one sixth in Deferred Award Shares. Restricted awards vested immediately on grant. Dividends were paid on the Restricted Shares. Deferred awards did not vest until three years after the end of the quarter to which the bonus related, subject to the participant’s continuing employment by the Group at the vesting date. If the participant ceased to be employed by the Group, the deferred awards vested on a pro-rata basis. Dividends were not paid on the Deferred Award Shares until they had vested. During Fiscal 2009, awards were granted over 999,108 ordinary shares (Fiscal 2008: 1,789,628 ordinary shares) under the ABIP.

In Fiscal 2009, the Interim Bonus Plan (‘IBP’) was introduced as a temporary, one-year substitute for the ABIP. The IBP differed from the ABIP only in that bonuses accruing under the plan were based on the trading cash flow of the business for which the participants had responsibility and on the attainment of strategic achievement milestones that were set for each of the participants and the quarterly phasing of awards was suspended. In March 2010, awards were granted over 1,748,274 ordinary shares, which represented the share element of bonuses earned under the IBP during Fiscal 2009.

 

F-72

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

36. Share-based incentives continued

 

B. Other share awards (continued)

 

The ABIP was reinstated for 2010. In June 2010, awards were granted over 482,749 ordinary shares, which represented the share element of bonuses earned under the ABIP in the first quarter of 2010. As a consequence of the acquisition of Tomkins, the share-based element of the ABIP was suspended and bonuses earned in the second and third quarters of 2010 were settled entirely in cash.

The PSP provided awards of shares which vested after a period of three years, conditional on the Group’s total shareholder return relative to its cost of equity over the vesting period and the participant’s continued employment with the Group. During 9M 2010, awards were granted over 5,558,211 ordinary shares under the PSP (Fiscal 2009: 6,894,193 ordinary shares; Fiscal 2008: 7,115,194 ordinary shares).

The fair value of awards made under the ABIP and the IBP was measured based on the market price of the Tomkins plc’s ordinary shares on the date of the award. Where the awards did not attract dividends during the vesting period, the market price was reduced by the present value of the dividends that were expected to be paid during the expected life of the awards. The weighted average fair value of awards made under these schemes during 9M 2010 was 219.8p (Fiscal 2009: 130.46p; Fiscal 2008: 125.66p).

The fair value of awards made under the PSP was measured at their respective grant dates using a Monte Carlo valuation model based on the following assumptions:

 

      9M 2010      Fiscal 2009      Fiscal 2008  

Weighted average fair value

      63.70p         41.92p         43.92p   

Weighted average assumptions:

         

– Expected volatility

      48.00%         45.36%         36.41%   

– Expected life

      3.00 years         3.00 years         3.00 years   

– Risk-free interest rate

      1.90%         2.00%         4.71%   

– Dividend yield

      3.23%         4.87%         8.84%   

Expected volatility was determined based on the historical volatility of the market price of Tomkins plc’s ordinary shares over the expected life of the awards.

In 9M 2010, the compensation expense in respect of other share awards was $20.5 million, of which $13.0 million was accelerated due to the early vesting or lapsing of awards on the acquisition of Tomkins. In Fiscal 2009, the compensation expense in respect of other share awards was $10.3 million (Fiscal 2008: $11.2 million).

 

F-73

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

37. Deferred tax

Movements in the net deferred tax assets and (liabilities) recognized by the Group were as follows:

 

     

Post-
employment
benefits

$ million

     Tax
losses
$ million		    

Net investment

in subsidiaries
$ million

     Accrued
expenses
$ million		     Long-
lived
assets
$ million		     Inventories
$ million		     Other
items
$ million		     Total $
million		  

SUCCESSOR

                 

As at September 25, 2010

      –        –        –        –        –        –        –        –   

Acquisition of subsidiaries

      99.3       37.8       (77.8 )      41.2       (863.8 )      (72.3 )      23.3       (812.3 ) 

(Charge)/credit to profit or loss

      (4.1 )      (4.9 )      (6.8 )      2.5       19.3       44.3       (0.3 )      50.0  

Charged outside profit or loss

      (15.8 )      –        –        –        –        –        (0.1 )      (15.9 ) 

Currency translation differences

      0.1       (0.1 )      –        0.3       (2.3 )      0.3       –        (1.7 ) 

As at December 31, 2010

      79.5       32.8       (84.6 )      44.0       (846.8 )      (27.7 )      22.9       (779.9 ) 

PREDECESSOR

                 

As at January 3, 2009

      97.7       4.6       (3.3 )      42.0       (95.9 )      (44.1 )      34.1       35.1  

Acquisition of subsidiaries

      –        –        –        –        (6.9 )      –        –        (6.9 ) 

(Charge)/credit to profit or loss

      (15.5 )      11.5       (2.0 )      0.3       2.5       15.0       1.9       13.7  

Credited outside profit or loss

      14.9       –        –        –        –        –        0.7       15.6  

Currency translation differences

      0.1       0.4       –        0.6       (0.8 )      0.1       (0.3 )      0.1  

As at January 2, 2010

      97.2       16.5       (5.3 )      42.9       (101.1 )      (29.0 )      36.4       57.6  

Acquisition of subsidiaries

      –        –        –        0.1       (2.6 )      0.1       –        (2.4 ) 

(Charge)/credit to profit or loss

      (7.4 )      1.0       2.2       (2.5 )      0.4       (3.1 )      3.1       (6.3 ) 

Credited outside profit or loss

      –        –        –        –        –        –        4.8       4.8  

Currency translation differences

      0.3       (0.7 )      –        0.2       0.2       (0.2 )      0.1       (0.1 ) 

As at September 24, 2010

      90.1       16.8       (3.1 )      40.7       (103.1 )      (32.2 )      44.4       53.6  

Deferred tax assets and liabilities presented in the Group’s balance sheet are as follows:

 

     SUCCESSOR                PREDECESSOR  
     

As at

December 31,

2010

$ million

                

As at

January 2,

2010

$ million

  

Deferred tax assets

             

– Ongoing businesses

      9.6               82.9  

– Businesses to be sold (see note 29)

      3.8                 –   
     13.4               82.9  

Deferred tax liabilities

      (793.3 )                (25.3 ) 
       (779.9 )                57.6  

As at December 31, 2010:

 

•  

the Group had operating tax losses amounting to $2,046.2 million, of which $1,722.6 million can be carried forward indefinitely and $323.6 million have expiry dates between 2011 and 2030 (the Group recognized a deferred tax asset of $32.4 million in respect of these losses);

 

•  

the Group had capital tax losses amounting to $832.2 million, of which $436.4 million can be carried forward indefinitely and $395.8 million expire between 2012 and 2015, with $386.8 million expiring in 2013 (the Group recognized a deferred tax asset of $0.4 million in respect of these losses); and

 

•  

the Group had foreign and other tax credits amounting to $52.2 million, of which $16.7 million can be carried forward indefinitely and $35.5 million expire between 2013 and 2026 (the Group recognized no deferred tax asset in respect of these tax credits).

As at December 31, 2010, the aggregate amount of temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not been recognized was $1,375.0 million (January 2, 2010: $790.9 million).

 

F-74

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

38. Provisions

 

     

Restructuring

costs
$ million

     Environmental
remediation
$ million		     Workers’
compensation
$ million		    

Warranty

provisions
$ million

     Product
liability
provisions
$ million		    

Other

provisions
$ million

     Total
$ million		  

SUCCESSOR

               

As at September 25, 2010

      –        –        –        –        –        –        –   

Acquisition of subsidiaries

      39.5       12.5       20.4       12.2       9.5       9.1       103.2  

Charge for the period

      0.1       0.8       4.4       2.7       1.8       0.1       9.9  

Utilized during the period

      (10.4 )      (1.1 )      (2.9 )      (2.3 )      (3.0 )      –        (19.7 ) 

Released during the period

      (1.8 )      (0.3 )      (0.3 )      (0.5 )      –        –        (2.9 ) 

Foreign currency translation

      0.4       0.1       –        –        –        –        0.5  

As at December 31, 2010

      27.8       12.0       21.6       12.1       8.3       9.2       91.0  

PREDECESSOR

               

As at January 3, 2009

      15.9       7.4       25.5       11.5       7.4       4.3       72.0  

Charge for the period

      117.8       4.4       8.9       5.3       15.6       –        152.0  

Utilized during the period

      (58.4 )      (5.6 )      (11.1 )      (4.7 )      (11.7 )      –        (91.5 ) 

Released during the period

      (8.1 )      (0.1 )      (1.4 )      (1.1 )      (1.4 )      (4.1 )      (16.2 ) 

Foreign currency translation

      1.7       0.4       0.1       0.3       0.1       0.6       3.2  

As at January 2, 2010

      68.9       6.5       22.0       11.3       10.0       0.8       119.5  

Charge for the period

      8.5       2.0       9.2       7.2       7.4       0.1       34.4  

Utilized during the period

      (30.3 )      (2.1 )      (10.2 )      (4.5 )      (9.4 )      –        (56.5 ) 

Released during the period

      (5.2 )      –        (0.9 )      (1.8 )      (0.1 )      –        (8.0 ) 

Foreign currency translation

      (2.4 )      –        –        –        (0.2 )      –        (2.6 ) 

As at September 24, 2010

      39.5       6.4       20.1       12.2       7.7       0.9       86.8  

Provisions are presented in the Group’s balance sheet as follows:

 

     SUCCESSOR                 PREDECESSOR  
     

As at

December 31,

2010

$ million

                 

As at

January 2,

2010

$ million

  

Ongoing businesses:

              

– Current liabilities

      65.6                 100.3   

– Non-current liabilities

      24.7                   19.2   
     90.3                 119.5   

Businesses to be sold (see note 29)

      0.7                   –   
       91.0                   119.5   

Provisions for restructuring costs are expected largely to be utilized during 2011.

 

39. Share capital and reserves

SUCCESSOR

A. Authorized and issued, fully paid shares of Pinafore Holdings B.V.

 

     Preferred ‘A’ shares of  €3,600 each          Ordinary ‘B’ shares of  €0.01 each  
     

Authorized

Number

of shares

     

Issued

Number

of shares

          

Authorized

Number

of shares

     

Issued

Number

of shares

  

As at September 25, 2010 and December 31, 2010

      10         2             5,400,000         1,080,000   

B. Share capital

The Company’s authorized share capital consists of two classes of shares: the preferred ‘A’ shares of €3,600 each; and the ordinary ‘B’ shares of one eurocent (€0.01) each.

Share capital represents the nominal value of the shares issued.

 

F-75

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

39. Share capital and reserves continued

 

B. Share capital (continued)

 

On September 1, 2010, the date on which the Company was incorporated, two ‘A’ shares and 1,080,000 ‘B’ shares were issued for cash at their nominal value. On September 27, 2010, the holder of the ‘B’ shares subscribed an additional amount of €1,578.3 million by way of a contribution to share premium. The Company used the amount of the contribution to subscribe for additional shares in its wholly-owned subsidiary, Tomkins Acquisitions Limited, which, in turn, used the contribution to partially fund the acquisition of Tomkins.

Shareholders have no entitlement to share in the profits of the Company, except for dividends that have been declared and in the event of its liquidation. Dividends may be paid out of profits allocated to the Shareholders and from their respective share premium accounts. Any profit earned in a financial year is allocated to the Shareholders after the adoption of the annual accounts for the financial year at a General Meeting of the Shareholders. Each of the ‘A’ shares is entitled to a cumulative profit allocation of €1,000 in respect of the financial year. Any profit for the financial year remaining after the allocation of profit to the ‘A’ shares is allocated to the ‘B’ shares on a pro rata basis. Dividends may be declared only on a resolution of the Shareholders in General Meeting and may not exceed the amount of the Company’s distributable reserves as determined in accordance with Dutch law (which currently comprises the excess of the Company’s net assets over its issued share capital).

Shareholders have the right to attend, and vote at, general meetings of the Company or to appoint a proxy to attend and vote at such meetings on their behalf. A General Meeting of the Shareholders shall take place at least once each year and no later than six months after the end of the previous financial year. Each ‘A’ share has the right to cast 360,000 votes and each ‘B’ share has the right to cast one vote. Resolutions of a General Meeting may generally only be adopted with a majority of the votes cast. In the event of a tie of votes, the resolution shall be rejected. Resolutions of a General Meeting may also be adopted in writing without recourse to a meeting, provided they are adopted by a unanimous vote of all Shareholders.

C. Shares to be issued

Following the acquisition of Tomkins, certain members of the Tomkins management team invested in the Group by way of subscribing for ‘B’ shares in the Company. In total, the participating members of the Tomkins management team subscribed for 8,838 ‘B’ shares for the Euro equivalent of $17.4 million in cash. As at December 31, 2010, the shares had not yet been registered in the names of the participants.

D. Share premium account

The share premium accounts record the difference between the nominal value of shares issued and the fair value of the consideration received. The Company maintains two share premium accounts so as to record the premium on the issue of the ‘A’ shares separately from the premium on the issue of the ‘B’ shares. Provided the Company has sufficient distributable profits as determined in accordance with Dutch law, the holders of the ‘A’ shares and the ‘B’ shares may resolve in a General Meeting of their respective classes of shares to pay dividends from their respective share premium accounts.

 

F-76

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

39. Share capital and reserves continued

 

PREDECESSOR

A. Authorized and issued, fully paid shares of Tomkins plc

 

     Ordinary shares of 9c each           Ordinary shares of 5p each          Deferred shares of £1 each  
     

Authorized

Number

of shares

     

Issued

Number

of shares

           

Authorized

Number

of shares

    

Issued

Number

of shares

          

Authorized

Number

of shares

    

Issued

Number

of shares

  

As at 29 December 2007

      –         –            1,585,164,220        884,106,772          –        –   

Fiscal 2008

                     

Shares issued before redenomination:

                     

– Exercise of employee share options

      –         –            –        45,000          –        –   

Redenomination:

                     

– Cancellation of 5p ordinary shares

      –         –            (1,585,164,220 )      (884,151,772 )         –        –   

– Issue of 9c ordinary shares

      1,585,164,220         884,151,772           –        –           –        –   

– Issue of deferred shares

      –         –              –        –             50,000       50,000  

As at January 3, 2009

      1,585,164,220         884,151,772           –        –           50,000       50,000  

Fiscal 2009

                     

Shares issued during the period:

                     

– Exercise of employee share options

      –         45,000           –        –           –        –   

Cancellation of deferred shares

      –         –              –        –             (50,000 )      (50,000 ) 

As at January 2, 2010

      1,585,164,220         884,196,772           –        –           –        –   

9M 2010

                     

Shares issued during the period:

                     

– Exercise of employee share options

      –         4,960,521             –        –             –        –   

As at September 24, 2010

      1,585,164,220         889,157,293             –        –             –        –   

B. Ordinary shares

On 22 May 2008, the Tomkins plc’s ordinary shares were redenominated from sterling to US dollars. The redenomination did not affect the rights of the holders of ordinary shares.

Ordinary shareholders have no entitlement to share in the profits of Tomkins plc, except for dividends that have been declared and in the event of its liquidation.

Ordinary shareholders have the right to attend, and vote at, general meetings of Tomkins plc or to appoint a proxy to attend and vote at such meetings on their behalf. Ordinary shareholders have one vote for every share held.

Ordinary share capital represents the nominal value of ordinary shares issued.

C. Deferred shares

When Tomkins plc redenominated its ordinary shares from sterling to US dollars, it was required by law to have a minimum share capital of £50,000 denominated in sterling. The deferred shares were issued to meet this requirement, which was removed on the implementation of section 542 of the Companies Act 2006 on October 1, 2009. Accordingly, Tomkins plc bought back and cancelled the deferred shares on December 16, 2009 and transferred the nominal amount of the shares to the capital redemption reserve in accordance with the applicable capital maintenance rules.

The deferred shares were not listed on any investment exchange and had extremely limited rights such that they effectively had no value.

 

F-77

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

39. Share capital and reserves continued

 

D. Share premium account

The share premium account records the difference between the nominal value of shares issued and the fair value of the consideration received. The share premium account is not distributable but may be used for certain purposes specified by UK law, including to write off expenses on any issue of shares or debentures and to pay up fully paid bonus shares. The share premium account may be reduced by special resolution of Tomkins Limited’s shareholder and with court approval.

E. Capital redemption reserve

The capital redemption reserve records the cost of shares purchased by Tomkins Limited for cancellation or redeemed in excess of the proceeds of any fresh issue of shares made specifically to fund the purchase or redemption. The capital redemption reserve is not distributable but may be reduced by special resolution of Tomkins Limited’s shareholder and with court approval.

F. Own shares

Own shares represented the cost of ordinary shares in Tomkins plc that were acquired to meet the Group’s expected obligations under employee share schemes. Dividends relating to own shares held were waived with the exception of those that are payable to participants in the relevant schemes.

As at January 2, 2010, the Group held 2,543,194 own shares with a market value of $7.9 million (of which 904,632 shares were held in trust and 1,638,562 shares were held in treasury).

 

40. Analysis of other comprehensive income/(loss)

SUCCESSOR

 

     

Currency

translation

reserve

$ million

    

Available-for-

sale reserve

$ million

    

Accumulated
deficit

$ million

    

Total

shareholders’

equity

$ million

    

Non-

controlling

interests

$ million

    

Total

equity

$ million

  

Q4 2010

             

Foreign currency translation:

             

– Currency translation differences on foreign operations:

             

Subsidiaries

      18.4        –        –        18.4       5.5       23.9  

Associates

      0.3        –        –        0.3       –        0.3  

– Loss on net investment hedges

      (2.5 )      –        –        (2.5 )      –        (2.5 ) 
     16.2        –        –        16.2       5.5       21.7  

Available-for-sale investments:

             

– Gain arising in the period

      –        0.1       –        0.1       0.1       0.2  
     –        0.1       –        0.1       0.1       0.2  

Post-employment benefits:

             

– Net actuarial gain

      –        –        69.7       69.7       0.4       70.1  

– Effect of the asset ceiling

      –        –        (20.2 )      (20.2 )      –        (20.2 ) 
       –        –        49.5       49.5       0.4       49.9  

Other comprehensive income before tax

      16.2       0.1       49.5       65.8       6.0       71.8  

Income tax expense

      –        (0.1 )      (15.7 )      (15.8 )      (0.1 )      (15.9 ) 

Other comprehensive income after tax

      16.2       –        33.8       50.0       5.9       55.9  

 

F-78

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

40. Analysis of other comprehensive income/(loss) continued

 

PREDECESSOR

 

     

Currency

translation

reserve

$ million

     

Available-

for-sale reserve

$ million

    

Accumulated
deficit

$ million

    

Total

shareholders’

equity

$ million

    

Non-

controlling

interests

$ million

    

Total

equity

$ million

  

9M 2010

              

Foreign currency translation:

              

– Currency translation differences on foreign operations:

              

Subsidiaries

      2.0        –        –        2.0       5.3       7.3  

Associates

      0.6        –        –        0.6       –        0.6  

– Gain on net investment hedges

      0.5        –        –        0.5       –        0.5  
     3.1        –        –        3.1       5.3       8.4  

Available-for-sale investments:

              

– Loss arising in the period

      –         (0.1 )      –        (0.1 )      –        (0.1 ) 
     –         (0.1 )      –        (0.1 )      –        (0.1 ) 

Post-employment benefits:

              

– Net actuarial loss

      –         –        (30.8 )      (30.8 )      (0.5 )      (31.3 ) 

– Effect of the asset ceiling

      –         –        0.3       0.3       –        0.3  
       –         –        (30.5 )      (30.5 )      (0.5 )      (31.0 ) 

Other comprehensive (loss)/income before tax

      3.1        (0.1 )      (30.5 )      (27.5 )      4.8       (22.7 ) 

Income tax benefit

      –         –        0.6       0.6       0.3       0.9  

Other comprehensive (loss)/income after tax

      3.1        (0.1 )      (29.9 )      (26.9 )      5.1       (21.8 ) 

 

     

Currency

translation

reserve

$ million

    

Available-for-

sale reserve

$ million

    

Accumulated
deficit

$ million

    

Total

shareholders’

equity

$ million

    

Non-

controlling

interests

$ million

    

Total

equity

$ million

  

Fiscal 2009

             

Foreign currency translation:

             

– Currency translation differences on foreign operations:

             

Subsidiaries

      81.5       –        –        81.5       2.4       83.9  

Associates

      (1.6 )      –        –        (1.6 )      –        (1.6 ) 

– Loss on net investment hedges

      (3.1 )      –        –        (3.1 )      –        (3.1 ) 
     76.8       –        –        76.8       2.4       79.2  

Available-for-sale investments:

             

– Gain arising in the period

      –        0.2       –        0.2       0.2       0.4  
     –        0.2       –        0.2       0.2       0.4  

Post-employment benefits:

             

– Net actuarial loss

      –        –        (142.6 )      (142.6 )      (1.2 )      (143.8 ) 

– Effect of the asset ceiling

      –        –        18.6       18.6       –        18.6  
       –        –        (124.0 )      (124.0 )      (1.2 )      (125.2 ) 

Other comprehensive (loss)/income before tax

      76.8       0.2       (124.0 )      (47.0 )      1.4       (45.6 ) 

Income tax (expense)/benefit

      (0.2 )      (0.1 )      26.1       25.8       0.5       26.3  

Other comprehensive (loss)/income after tax

      76.6       0.1       (97.9 )      (21.2 )      1.9       (19.3 ) 

 

F-79

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

40. Analysis of other comprehensive income/(loss) continued

 

Fiscal 2008

                  

Foreign currency translation:

                  

– Currency translation differences on foreign operations:

                  

Subsidiaries

      (211.0 )       –         –         (211.0 )       (0.7 )       (211.7 ) 

Associates

      (3.2 )       –         –         (3.2 )       –         (3.2 ) 

– Gain on net investment hedges

      57.2        –         –         57.2        –         57.2  

– Reclassification to profit or loss of currency translation loss on foreign operations sold

      6.7        –         –         6.7        –         6.7  
     (150.3 )       –         –         (150.3 )       (0.7 )       (151.0 ) 

Available-for-sale investments:

                  

– Loss arising in the period

      –         (0.5 )       –         (0.5 )       (0.5 )       (1.0 ) 

– Reclassification to profit or loss of gain on investments sold

      –         (0.6 )       –         (0.6 )       (0.6 )       (1.2 ) 
     –         (1.1 )       –         (1.1 )       (1.1 )       (2.2 ) 

Post-employment benefits:

                  

– Net actuarial loss

      –         –         (98.3 )       (98.3 )       (0.5 )       (98.8 ) 

– Effect of the asset ceiling

      –         –         12.3        12.3        –         12.3  
       –         –         (86.0 )       (86.0 )       (0.5 )       (86.5 ) 

Other comprehensive loss before tax

      (150.3 )       (1.1 )       (86.0 )       (237.4 )       (2.3 )       (239.7 ) 

Income tax benefit

      0.2        0.3        13.2        13.7        0.6        14.3  

Other comprehensive loss after tax

      (150.1 )       (0.8 )       (72.8 )       (223.7 )       (1.7 )       (225.4 ) 

 

41. Acquisition of businesses

SUCCESSOR

A. Acquisition of Tomkins

On September 24, 2010, Tomkins Acquisitions Limited (formerly Pinafore Acquisitions Limited), a wholly-owned subsidiary of the Company, acquired the entire issued ordinary share capital of Tomkins plc, the parent company of a global engineering and manufacturing group, for consideration of £3.25 per share.

Consideration payable on the acquisition of Tomkins amounted to $4,615.4 million, which was settled as to $4,535.0 million in cash, $45.5 million in loan notes and $34.9 million in options granted over ordinary ‘B’ shares in the Company. Based on the initial estimate of the fair value of the assets acquired and liabilities assumed at the date of acquisition, the Group has recognized provisional goodwill of $1,742.1 million on the acquisition of Tomkins. Management has been unable to finalize its assessment of the fair values at the acquisition date of certain identifiable intangible assets and items of property, plant and equipment, but expects to complete the assessment during the first half of 2011.

Goodwill recognized on the acquisition of Tomkins is principally attributable to expected future opportunities to increase sales and further enhance margins by further developing Tomkins’ product range and service capabilities (with an emphasis on the growing markets for energy-efficient and environmentally-friendly products), extending Tomkins’ global presence by further penetrating markets in the emerging economies, and by pursuing performance improvement initiatives. None of the goodwill is expected to be deductible for tax purposes.

Tomkins accounted for the Group’s entire sales and $270.2 million of its loss for the period ended December 31, 2010. If Tomkins had been acquired on September 1, 2010, when the Company was incorporated, the Group’s sales for the successor period would have been $386.6 million higher, at $1,675.8 million and the Group’s loss for the period would have been $10.0 million lower at $260.2 million.

Acquisition-related costs of $78.2 million were recognized and expensed during Q4 2010.

 

F-80

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

41. Acquisition of businesses continued

 

B. Financial effect of the acquisition

 

       

Q4 2010

$ million

  

Net assets acquired

     

Identifiable intangible assets

        2,301.9  

Property, plant and equipment

        1,353.3  

Investment in associates

        22.5  

Inventories

        838.2  

Trade and other receivables

        972.7  

– Gross contractual amounts receivable

        986.9  

– Allowance for doubtful debts

        (14.2 ) 

Income tax recoverable

        6.6  

Deferred tax assets

        4.4  

Available-for-sale investments

        1.2  

Cash and cash equivalents

        510.8  
         6,011.6  

Assets held for sale

        32.8  

Total assets

        6,044.4  

Liabilities

     

Bank overdrafts

        (19.7 ) 

Bank and other loans

        (654.6 ) 

Obligations under finance leases

        (3.6 ) 

Trade and other payables

        (813.1 ) 

Post-employment benefit obligations

        (338.3 ) 

Income tax liabilities

        (105.5 ) 

Deferred tax liabilities

        (820.5 ) 

Provisions

        (102.3 ) 
         (2,857.6 ) 

Liabilities directly associated with assets held for sale

        (9.0 ) 

Total liabilities

        (2,866.6 ) 

Net assets acquired

        3,177.8  

Goodwill recognized was as follows:

 

       

Q4 2010

$ million

  

Consideration

        4,615.4  

Non-controlling interests

        304.5  
       4,919.9  

Net assets acquired

        (3,177.8 ) 

Goodwill

        1,742.1  

Non-controlling interests in the acquired business have been measured at the non-controlling interest’s proportionate share of the identifiable assets and liabilities of the acquired business.

The net cash outflow on acquisitions during the period was as follows:

 

       

Q4 2010

$ million

  

Cash consideration paid

        4,535.0  

Net cash and cash equivalents acquired

        (491.1 ) 
         4,043.9  

 

F-81

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

41. Acquisition of businesses continued

 

PREDECESSOR

9M 2010

Industrial & Automotive

Fluid Power

On April 13, 2010, the Group acquired a 100% interest in TransHose Corporation, a hydraulic hose supplier to the mining industry in Australia, for A$3.0 million in cash plus up to A$2.0 million in cash over three years contingent on the sales and profitability of the acquired business. Based on the initial estimate of the fair value of TransHose’s assets and liabilities at the date of acquisition, the Group recognized provisional goodwill of $2.9 million.

During 9M 2010, the Group completed the initial accounting for the acquisition of Hydrolink in July 2009 and reduced the attributable goodwill by $1.4 million to $15.2 million.

Building Products

Air Distribution

On February 26, 2010, the Group acquired a 100% interest in Koch Filter Corporation (‘Koch’), a leading manufacturer of air filters for the non-residential filtration market in the US, for $35.5 million in cash. Based on the initial estimate of the fair value of Koch’s assets and liabilities at the date of acquisition, the Group recognized provisional goodwill of $21.4 million which represented the synergies expected from the acquisition.

On July 19, 2010, the Group acquired the net assets of ProVent, a designer and manufacturer of custom curb, ventilation and HVAC accessories in the US, for $0.5 million in cash plus up to $0.3 million contingent on ProVent’s sales in the first 14 months after the completion of the acquisition. Based on the initial estimate of the fair value of ProVent’s assets and liabilities at the date of acquisition, the Group recognized provisional goodwill of $0.2 million.

Fiscal 2009

Industrial & Automotive

Fluid Power

On July 7, 2009, the Group acquired a 100% interest in Hydrolink, a fluid engineering services provider to the oil and gas and marine sectors in the Middle East. Based on the initial estimate of the fair value of Hydrolink’s assets and liabilities at the date of acquisition, the Group recognized provisional goodwill of $16.5 million.

During Fiscal 2009, the Group completed the initial accounting for the acquisition of A.E. Hydraulic (Pte) Ltd. in March 2008 and increased the attributable goodwill by $1.6 million to $9.7 million.

Building Products

Air Distribution

On July 7, 2009, the Group acquired the remaining 40% non-controlling interest in Rolastar Pvt Ltd, a duct manufacturer based in India. Goodwill of $4.6 million was recognized on the acquisition of the non-controlling interest. Also during Fiscal 2009, the Group completed the initial accounting for the 60% interest in the business acquired in February 2008 and increased the attributable goodwill by $3.0 million to $3.9 million. Overall, the Group recognized goodwill of $8.5 million on the acquisition of its 100% interest in the business.

During Fiscal 2009, the Group completed the initial accounting for the acquisition of Trion Inc. in June 2008 and increased the attributable goodwill by $1.1 million to $3.5 million.

Fiscal 2008

Industrial & Automotive

Fluid Power

On March 3, 2008, the Group acquired a 100% interest in A.E. Hydraulic (Pte) Ltd., a Singapore-based provider of hydraulic and industrial hose solutions and services for the oil exploration industry in Asia. Goodwill of $8.1 million was recognized on the acquisition which represents the expected benefits to the Group from the acceleration of its expansion into the high-growth oil and gas exploration market made possible by the acquisition.

Fluid Systems

During Fiscal 2008, the Group completed the initial accounting for the acquisition of Swindon Silicon Systems Limited in September 2007 and reduced the attributable goodwill by $3.0 million to $3.0 million.

 

F-82

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

41. Acquisition of businesses continued

 

Building Products

Air Distribution

On February 22, 2008, the Group acquired a 60% interest in Rolastar Pvt Ltd, a duct manufacturer based in India. Based on the initial estimate of the fair value of Rolastar’s assets and liabilities at the date of acquisition, the Group recognized provisional goodwill of $0.9 million.

On June 20, 2008, the Group acquired a 100% interest in Trion Inc., a manufacturer of commercial, industrial and residential indoor air quality products. Trion is headquartered in Sanford, North Carolina, with manufacturing facilities there and also in Suzhou, China. Based on the initial estimate of the fair value of Trion’s assets and liabilities at the date of acquisition, the Group recognized provisional goodwill of $2.4 million.

Financial effect of acquisitions

 

       PREDECESSOR  
       

9M 2010

$ million

    

Fiscal 2009

$ million

    

Fiscal 2008

$ million

  

Net assets acquired

         

Identifiable intangible assets

        6.4       5.9       37.4  

Property, plant and equipment

        4.2       8.0       9.2  

Inventories

        5.2       7.4       12.4  

Trade and other receivables

        5.6       7.2       11.5  

Income tax recoverable

        –        –        1.2  

Cash and cash equivalents

        0.3       0.4       0.1  

Bank and other loans

        –        (7.4 )      (0.4 ) 

Obligations under finance leases

        –        (0.4 )      (0.4 ) 

Trade and other payables

        (2.4 )      (10.3 )      (8.9 ) 

Income tax liabilities

        (2.4 )      (0.4 )      (0.9 ) 

Deferred tax liabilities

        –        (6.9 )      –   

Provisions

        –        –        (0.3 ) 

Non-controlling interest

        –        6.6       (8.2 ) 
       16.9       10.1       52.7  

Goodwill on current year acquisitions

        24.5       21.1       11.4  

Adjustments to goodwill on prior year acquisitions

        (1.4 )      5.7       (3.0 ) 

Consideration (including transaction costs)

        40.0       36.9       61.1  

The net cash outflow on acquisitions during the period was as follows:

 

       PREDECESSOR  
       

9M 2010

$ million

    

Fiscal 2009

$ million

    

Fiscal 2008

$ million

  

Consideration paid on current period acquisitions

        39.1       25.5       65.5  

Cash and cash equivalents acquired

        (0.3 )      (0.4 )      (0.1 ) 

Deferred consideration

        2.4       1.4       –   

Adjustment to consideration on prior period acquisitions

        –        –        (0.4 ) 
         41.2       26.5       65.0  

 

42. Disposals of businesses

SUCCESSOR

Q4 2010

During Q4 2010, the Group realized $4.0 million in relation to disposals that were recognized in previous years.

 

F-83

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

42. Disposals of businesses continued

 

PREDECESSOR

9M 2010

During 9M 2010, the Group paid $4.0 million (including costs) to settle claims by the purchasers concerning the consideration payable on disposals that were recognized in previous years, of which $2.2 million was in relation to the disposal of discontinued operations.

Fiscal 2009

During Fiscal 2009, the Group received additional proceeds of $0.7 million on disposals that were recognized in previous years.

Fiscal 2008

On June 19, 2008, the Group sold Stant Manufacturing, Inc., a manufacturer of automotive closure caps and its subsidiary, Standard-Thomson Corporation, a manufacturer of automotive thermostats. A gain of $43.2 million was recognized on the disposal which was determined as follows:

 

     PREDECESSOR  
     

Fiscal 2008

$ million

  

Proceeds:

   

– Cash

      108.1  

– Loan notes

      11.8  
       119.9  

Net assets disposed of

      (68.7 ) 

Disposal costs

      (3.3 ) 

Curtailment gain on retained pension plan

      2.0  

Currency translation loss transferred from other comprehensive income

      (6.7 ) 

Gain on disposal

      43.2  

The net cash (outflow)/ inflow on disposals was as follows:

 

       PREDECESSOR  
       

9M 2010

$ million

    

Fiscal 2009

$ million

     

Fiscal 2008

$ million

  

Proceeds received:

          

– Disposals in the period

        0.2       –         108.1  

– Disposals in previous periods

        0.4       0.7        21.1  

Disposal costs paid

        (4.6 )      –         (4.3 ) 

Cash and cash equivalents disposed of

        –        –         (0.3 ) 
         (4.0 )      0.7        124.6  

 

43. Contingencies

The Group is, from time to time, party to legal proceedings and claims, which arise in the ordinary course of business. Management does not anticipate that the outcome of any current proceedings or known claims, either individually or in aggregate, will have a material adverse effect upon the Group’s financial position.

 

44. Operating leases

The Group rents certain office premises and plant, equipment and vehicles under operating lease arrangements. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. During Q4 2010, the operating lease rental expense was $13.5 million (9M 2010: $37.7 million; Fiscal 2009: $59.5 million; Fiscal 2008: $55.1 million).

 

F-84

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

44. Operating leases continued

 

As at December 31, 2010, the Group had outstanding commitments under non-cancellable operating leases of $220.1 million (January 2, 2010: $241.0 million), falling due as follows:

 

     SUCCESSOR                 PREDECESSOR  
     

As at

December 31,

2010

$ million

                 

As at

January 2,

2010

$ million

  

Payments to be made:

              

– Within one year

      45.1                 46.2   

– In the second to fifth years, inclusive

      108.6                 112.0   

– After more than five years

      66.4                   82.8   
       220.1                   241.0   

 

45. Capital commitments

As at December 31, 2010, the Group had entered into contractual commitments for the purchase of property, plant and equipment amounting to $19.7 million (January 2, 2010: $20.8 million) and for the purchase of non-integral computer software amounting to $0.9 million (January 2, 2010: $0.7 million).

 

46. Related party transactions

Transactions between Group companies, which are related parties, have been eliminated on consolidation and, therefore, are not required to be disclosed in these financial statements. Details of transactions between the Group and other related parties are disclosed below.

A. Post-employment benefit plans

During Q4 2010, the Group paid employer’s contributions amounting to $21.1 million (9M 2010: $54.1 million; Fiscal 2009: $86.2 million; Fiscal 2008: $84.9 million) to pension plans established for the benefit of its employees. As at December 31, 2010, contributions due to the plans amounting to $16.1 million (January 2, 2010: $14.8 million) were included in other payables. In addition, during Q4 2010, the Group paid benefits of $3.6 million (9M 2010: $11.2 million; Fiscal 2009: $15.1 million; Fiscal 2008: $13.0 million) to other post-employment benefit plans.

B. Compensation and interests of key management personnel

Prior to the acquisition of Tomkins, the Group considered its key management personnel to be the Directors of Tomkins Limited together with those persons who, in accordance with the Listing Rules of the UKLA, were regarded as discharging management responsibility. Since the acquisition of Tomkins, the Group considers its key management personnel to be the Directors of the Company and the executive officers of Tomkins.

 

F-85

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

46. Related party transactions continued

 

B. Compensation and interests of key management personnel (continued)

 

Compensation paid or payable to key management personnel in respect of their services to the Group was as follows:

 

     SUCCESSOR                 PREDECESSOR  
     

Q4 2010

$’000s

                 

9M 2010

$’000s

     

Fiscal 2009

$’000s

     

Fiscal 2008

$’000s

  

Short-term employee benefits:

                    

– Salaries and fees

      1,121                3,230         4,928         6,064   

– Bonus cash

      2,609                4,314         3,397         1,504   

– Benefits-in-kind

      71                149         168         308   

– Social security contributions

      12                27         425         509   

– Termination benefits

      –                   –         755         37   
       3,813                  7,720         9,673         8,422   

Share-based incentives:

                    

– Retention awards

      3,080                –         –         –   

– ABIP

                    

Bonus shares

      –                 557         829         324   

Deferred shares

      –                 1,113         1,659         647   

– Gain on the vesting of PSP awards

      14,979                 –         –         –   

– Gain on the exercise of share options

      1,306                  173         –         –   
       19,365                  1,843         2,488         971   

Pension contributions

      355                  1,039         1,260         2,603   
       23,533                  10,602         13,421         11,996   

Details of the Group’s share-based incentive schemes are presented in note 36.

As a consequence of the acquisition of Tomkins, the share-based element of the ABIP was suspended and bonuses earned in the second, third and fourth quarters of 2010 were settled entirely in cash.

In the above table, the gain on the vesting of PSP awards represents the value of the PSP awards over ordinary shares in Tomkins plc held by key management personnel that vested on the acquisition of Tomkins. In addition, key management personnel chose to cancel PSP awards over ordinary shares in Tomkins plc with a value of $31.7 million in exchange for Replacement Options over ‘B’ ordinary shares in the Company. Any gain on the exercise of the Replacement Options will be recognized as compensation paid to key management personnel in the periods in which they are exercised.

C. Entities controlled by the members of Pinafore Coöperatief U.A.

Onex Partners Manager LP

During Q4 2010, Onex Partners Manager LP, a subsidiary of Onex Corporation, provided certain services to Tomkins Acquisitions Limited (formerly Pinafore Acquisitions Limited), a subsidiary of the Company, in connection with the acquisition of Tomkins Limited including arranging and negotiating the transaction and arranging and negotiating the funding for the transaction. In consideration for those services, Tomkins Acquisitions Limited paid Onex Partners Manager LP a fee of $25.0 million.

On September 27, 2010, Onex Partners Manager LP entered into a management services agreement pursuant to which it provides Tomkins Acquisitions Limited with advisory, consulting and other services in relation to the operations of Tomkins Acquisitions Limited and its subsidiaries including strategic planning, marketing and financial oversight. In consideration of these oversight services, Tomkins Acquisitions Limited has agreed to pay Onex Partners Manager LP (or such other party as is designated by Onex Partners Manager LP) a fee of $1.8 million per annum plus reasonable out-of-pocket expenses. During Q4 2010, Tomkins Acquisitions Limited accrued and paid $450,000 in respect of these oversight services and out-of-pocket expenses.

It was further acknowledged and agreed that, from time to time, Onex Partners Manager LP may be requested to provide consulting and other services to Tomkins Acquisitions Limited, including in relation to acquisitions and disposals or the sale of debt or equity interests in or any similar financing transactions. During Q4 2010, there were no amounts payable in respect of such additional services.

 

F-86

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

46. Related party transactions continued

 

C. Entities controlled by the members of Pinafore Coöperatief U.A. (continued)

CPPIB Equity Investments Inc.

During Q4 2010, CPPIB Equity Investments Inc., a subsidiary of CPPIB, provided certain services to Tomkins Acquisitions Limited, a subsidiary of the Company, in connection with the acquisition of Tomkins Limited including arranging and negotiating the transaction and arranging and negotiating the funding for the transaction. In consideration for those services, Tomkins Acquisitions Limited paid CPPIB Equity Investments Inc. a fee of $25.0 million.

On September 27, 2010, CPPIB Equity Investments Inc. entered into a management services agreement pursuant to which it provides Tomkins Acquisitions Limited with advisory, consulting and other services in relation to the operations of Tomkins Acquisitions Limited and its subsidiaries including strategic planning, marketing and financial oversight. In consideration of these oversight services, Tomkins Acquisitions Limited has agreed to pay CPPIB Equity Investments Inc. (or such other party as is designated by CPPIB Equity Investments Inc.) a fee of $1.2 million per annum plus reasonable out-of-pocket expenses. During Q4 2010, Tomkins Acquisitions Limited accrued but had not paid $172,000 in respect of these oversight services and out-of-pocket expenses.

It was further acknowledged and agreed that, from time to time, CPPIB Equity Investments Inc. may be requested to provide consulting and other services to Tomkins Acquisitions Limited, including in relation to acquisitions and disposals or the sale of debt or equity interests in or any similar financing transactions. During Q4 2010, there were no amounts payable in respect of such additional services.

D. Associates

Sales to and purchases from associates were as follows:

 

     SUCCESSOR              

PREDECESSOR

  
     

Q4 2010

$ million

               

9M 2010

$ million

     

Fiscal 2009

$ million

     

Fiscal 2008

$ million

  

Sales

      1.6              4.2        4.3        1.0  

Purchases

      (4.2 )               (12.7 )       (15.2 )       (20.0 ) 

Amounts outstanding in respect of these transactions were as follows:

 

       SUCCESSOR                 PREDECESSOR  
       

As at

December 31,

2010

$ million

                 

As at

January 2,

2010

$ million

  

Receivables

        0.1                0.8  

Payables

        (0.8 )                 (1.2 ) 

E. Entities controlled by minority shareholders

Sales to and purchases from entities controlled by minority shareholders were as follows:

 

     SUCCESSOR              

PREDECESSOR

  
     

Q4 2010

$ million

               

9M 2010

$ million

     

Fiscal 2009

$ million

     

Fiscal 2008

$ million

  

Sales

      16.5              39.0        26.3        45.2  

Purchases

      (13.8 )               (35.5 )       (39.1 )       (58.7 ) 

Amounts outstanding in respect of these transactions were as follows:

 

       SUCCESSOR                 PREDECESSOR  
       

As at

December 31,

2010

$ million

                 

As at

January 2,

2010

$ million

  

Receivables

        3.7                2.7  

Payables

        (2.6 )                 (2.7 ) 

 

F-87

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

46. Related party transactions continued

 

F. Other related parties

Yantai Winhere Auto Part Manufacturing Co Ltd (‘Winhere’)

Dexon Investments Limited (‘Dexon’) is the minority shareholder in the Group’s 60% owned subsidiary, Winhere LLC. During Fiscal 2008, Gates Winhere Automotive Pump Products (Yantai) Co Ltd, a wholly-owned subsidiary of Winhere LLC, purchased land and buildings for $1.8 million from Winhere, a fellow subsidiary of Dexon.

Schrader Duncan Limited (‘Schrader Duncan’)

Schrader Duncan is an associate in which the Group holds a 50% interest. During Fiscal 2009, Tomkins Limited, a subsidiary of the Company, and Cosmopolitan Investments (a fellow shareholder in Schrader Duncan) each issued a guarantee in favor of the State Bank of India (‘the Bank’) in relation to any principal sum up to a maximum of 480 million Indian rupees ($10.5 million), together with interest and any other costs and charges due in respect of credit facilities provided to Schrader Duncan. Tomkins Limited and Cosmopolitan Investments are jointly and severally liable for the guaranteed amounts.

47. Condensed consolidating financial information

The Senior Secured Credit Facilities and the Second Lien Notes were issued by Tomkins, Inc. and Tomkins, LLC (‘the Issuers’), which are both wholly-owned subsidiaries of the Company, and are jointly and severally, irrevocably and fully and unconditionally guaranteed by the Company and certain other of the Company’s wholly-owned subsidiaries (‘the Guarantors’).

Supplemental condensed consolidating financial information is presented below comprising the Group’s income statements and cash flow statements for Q4 2010, 9M 2010, Fiscal 2009 and Fiscal 2008 and its balance sheets as at December 31, 2010 and January 2, 2010, showing the amounts attributable to the Company, the Issuers and those of its other subsidiaries that were Guarantors as at December 31, 2010 separately from the amounts attributable to those of its subsidiaries that were not Guarantors. The condensed consolidating financial information is prepared in accordance with the Group’s accounting policies, except that investments in subsidiaries are accounted for by their parent company under the equity method of accounting. Under the equity method of accounting, the parent company’s income statement includes on one line its share of the profit or loss of its subsidiary undertakings and the parent company’s balance sheet includes on one line its share of the net assets of its subsidiary undertakings.

A. Consolidated income statement

 

Q4 2010  

Company

$ million

    

Issuers

$ million

    

Other
guarantor
subsidiaries

$ million

    

Non-

guarantor

subsidiaries

$ million

    

Consolidation
adjustments

$ million

    

Total
Group

$ million

  

Continuing operations

            

Sales

     –        –        726.3       633.6       (178.6 )      1,181.3  

Cost of sales

     –        –        (595.5 )      (519.5 )      164.7       (950.3 ) 

Gross profit

     –        –        130.8       114.1       (13.9 )      231.0  

Distribution costs

     –        –        (93.6 )      (43.5 )      –        (137.1 ) 

Administrative expenses

     (0.1 )      (0.1 )      (154.1 )      (63.0 )      –        (217.3 ) 

Transaction costs

     (0.1 )      –        (77.8 )      (0.3 )      –        (78.2 ) 

Restructuring costs

     –        –        (2.6 )      (1.1 )      –        (3.7 ) 

Share of profit of associates

     –        –        0.2       0.8       –        1.0  

Operating (loss)/profit

     (0.2 )      (0.1 )      (197.1 )      7.0       (13.9 )      (204.3 ) 
           

Interest expense

     –        (68.2 )      (99.3 )      (7.8 )      84.5       (90.8 ) 

Investment income

     –        71.4       26.0       5.8       (84.5 )      18.7  

Other finance income/(expense)

     –        22.9       (45.4 )      (4.6 )      –        (27.1 ) 

Net finance income/(costs)

     –        26.1       (118.7 )      (6.6 )      –        (99.2 ) 

Share of (losses)/profits of subsidiaries under the equity method

     (270.9 )      –        8.7       (1.9 )      264.1       –   

(Loss)/profit before tax

     (271.1 )      26.0       (307.1 )      (1.5 )      250.2       (303.5 ) 

Income tax (expense)/benefit

     –        (8.0 )      35.1       3.0       4.0       34.1  

(Loss)/profit for the period from continuing operations

     (271.1 )      18.0       (272.0 )      1.5       254.2       (269.4 ) 

Discontinued operations

            

Profit/(loss) for the period from discontinued operations

     –        –        1.1        (1.9 )      –        (0.8 ) 

(Loss)/profit for the period from continuing operations

     (271.1 )      18.0       (270.9 )      (0.4 )      254.2       (270.2 ) 

Non-controlling interests

     –        –        –        (0.9 )      –        (0.9 ) 

(Loss)/profit for the period attributable to equity shareholders

     (271.1 )      18.0       (270.9 )      (1.3 )      254.2       (271.1 ) 

 

F-88

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

47. Condensed consolidating financial information continued

 

B. Consolidated income statement

 

9M 2010   

Company

$ million

     

Issuers

$ million

     

Other
guarantor
subsidiaries

$ million

    

Non-

guarantor

subsidiaries

$ million

    

Consolidation
adjustments

$ million

    

Total

Group

$ million

  

Continuing operations

               

Sales

      –         –         2,086.9       1,587.4       (403.9 )      3,270.4  

Cost of sales

      –         –         (1,461.6 )      (1,163.8 )      401.6       (2,223.8 ) 

Gross profit

      –         –         625.3       423.6       (2.3 )      1,046.6  

Distribution costs

      –         –         (252.3 )      (109.7 )      –        (362.0 ) 

Administrative expenses

      –         –         (222.8 )      (104.5 )      –        (327.3 ) 

Transaction costs

      –         –         (41.1 )      (0.1 )      –        (41.2 ) 

Restructuring costs

      –         –         (8.1 )      (1.9 )      –        (10.0 ) 

Net gain on disposals and on the exit of businesses

      –         –         5.5       0.8       –        6.3  

Share of profit of associates

      –         –         0.6       0.2       –        0.8  

Operating profit

      –         –         107.1       208.4       (2.3 )      313.2  
              

Interest expense

      –         –         (67.6 )      (25.2 )      21.4       (71.4 ) 

Investment income

      –         –         53.5       15.9       (21.4 )      48.0  

Other finance expense

      –         –         (2.7 )      –        –        (2.7 ) 

Net finance costs

      –         –         (16.8 )      (9.3 )      –        (26.1 ) 

Share of profits of subsidiaries under the equity method

      –         –         119.0       1.9       (120.9 )      –   

Profit before tax

      –         –         209.3       201.0       (123.2 )      287.1  

Income tax expense

      –         –         (7.3 )     (55.6 )      0.4       (62.5 ) 

Profit for the period from continuing operations

      –         –         202.0       145.4       (122.8 )      224.6  

Discontinued operations

               

Profit for the period from discontinued operations

      –         –         15.4       3.6       –        19.0  

Profit for the period

      –         –         217.4       149.0       (122.8 )      243.6  

Non-controlling interests

      –         –         –        (26.2 )      –        (26.2 ) 

Profit for the period attributable to equity shareholders

      –         –         217.4       122.8       (122.8 )      217.4  

 

F-89

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

47. Condensed consolidating financial information continued

 

C. Consolidated income statement

 

Fiscal 2009   

Company

$ million

     

Issuers

$ million

     

Other
guarantor
subsidiaries

$ million

    

Non-

guarantor

subsidiaries

$ million

    

Consolidation
adjustments

$ million

    

Total

Group

$ million

  

Continuing operations

               

Sales

      –         –        
 2,519.4
  
     1,803.5         (456.4 )      3,866.5   

Cost of sales

      –         –         (1,827.3 )      (1,377.7 )      456.8       (2,748.2 ) 

Gross profit

      –         –         692.1       425.8       0.4       1,118.3  

Distribution costs

      –         –         (330.3 )      (111.4 )      –        (441.7 ) 

Administrative expenses

      –         –         (266.5 )      (170.5 )      –        (437.0 ) 

Impairments

      –         –         (43.8 )      (29.2 )      –        (73.0 ) 

Restructuring costs

      –         –         (33.0 )      (107.9 )      –        (140.9 ) 

Net gain on disposals and on the exit of businesses

      –         –         0.2       –        –        0.2  

Gain on amendment of post-employment benefits

      –         –         56.9       6.1       –        63.0  

Share of (loss)/profit of associates

      –         –         (1.3 )      0.6       –        (0.7 ) 

Operating profit

      –         –         74.3       13.5       0.4       88.2  
              

Interest expense

      –         –         (110.5 )      (30.9 )      30.4       (111.0 ) 

Investment income

      –         –         71.7       25.7       (30.4 )      67.0  

Other finance (expense)/income

      –         –         (1.2 )      0.9       –        (0.3 ) 

Net finance costs

      –         –         (40.0 )      (4.3 )      –        (44.3 ) 

Share of losses of subsidiaries under the equity method

      –         –         (24.1 )      –        24.1       –   

Profit before tax

      –         –         10.2       9.2       24.5       43.9  

Income tax expense

      –         –         (13.8 )      (10.9 )      (0.4 )      (25.1 ) 

(Loss)/profit for the period from continuing operations

      –         –         (3.6 )      (1.7 )      24.1       18.8  

Discontinued operations

               

Loss for the period from discontinued operations

      –         –         (12.0 )      (0.8 )      –       (12.8 )

(Loss)/profit for the period

      –         –         (15.6 )      (2.5 )      24.1       6.0  

Non-controlling interests

      –         –         –        (21.6 )      –        (21.6 ) 

Loss for the period attributable to equity shareholders

      –         –         (15.6 )      (24.1 )      24.1       (15.6 ) 

 

F-90

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

47. Condensed consolidating financial information continued

 

D. Consolidated income statement

 

Fiscal 2008   

Company

$ million

     

Issuers

$ million

     

Other
guarantor
subsidiaries

$ million

    

Non-

guarantor

subsidiaries

$ million

    

Consolidation
adjustments

$ million

    

Total
Group

$ million

  

Continuing operations

               

Sales

      –         –         3,211.7       2,440.5       (557.3 )      5,094.9  

Cost of sales

      –         –         (2,374.2 )      (1,885.1 )      556.9       (3,702.4 ) 

Gross profit

      –         –         837.5       555.4       (0.4 )      1,392.5  

Distribution costs

      –         –         (393.6 )      (163.1 )      –        (556.7 ) 

Administrative expenses

      –         –         (281.5 )      (188.5 )      –        (470.0 ) 

Impairments

      –         –         (71.4 )      (269.9 )      –        (341.3 ) 

Restructuring costs

      –         –         (24.3 )      (1.5 )      –        (25.8 ) 

Net gain/(loss) on disposals and on the exit of businesses

      –         –         43.4       (0.4 )      –        43.0  

Share of loss of associates

      –         –         (0.3 )      (2.2 )      –        (2.5 ) 

Operating profit/(loss)

      –         –         109.8       (70.2 )      (0.4 )      39.2  
              

Interest expense

      –         –         (207.2 )      (61.9 )      135.5       (133.6 ) 

Investment income

      –         –         108.2       114.9       (135.5 )      87.6  

Other finance expense

      –         –         (24.3 )      (0.7 )      –        (25.0 ) 

Net finance (costs)/income

      –         –         (123.3 )      52.3       –        (71.0 ) 

Share of losses of subsidiaries under the equity method

      –         –         (117.3 )      –        117.3       –   

Loss before tax

      –         –         (130.8 )      (17.9 )      116.9       (31.8 ) 

Income tax benefit/(expense)

      –         –         52.4       (87.0 )      0.4       (34.2 ) 

Loss for the period from continuing operations

      –         –         (78.4 )      (104.9 )      117.3       (66.0 ) 

Discontinued operations

               

Profit for the period from discontinued operations

      –         –         13.8       5.7       –        19.5  

Loss for the period

      –         –         (64.6 )      (99.2 )      117.3       (46.5 ) 

Non-controlling interests

      –         –         –        (18.1 )      –        (18.1 ) 

Loss for the period attributable to equity shareholders

      –         –         (64.6 )      (117.3 )      117.3       (64.6 ) 

 

F-91

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

47. Condensed consolidating financial information continued

 

E. Consolidated cash flow statement

 

Q4 2010   

Company

$ million

    

Issuers

$ million

    

Other
guarantor
subsidiaries

$ million

    

Non-

guarantor

subsidiaries

$ million

    

Consolidation
adjustments

$ million

    

Total
Group

$ million

  

Operating activities

             

Cash generated from operations

      –        –        (70.2 )      136.5       –        66.3  

Income taxes paid

      –        (0.8 )      (6.2 )      (15.3 )      –        (22.3 ) 

Income taxes received

      –        –        1.4       –        –        1.4  

Net cash (outflow)/inflow from operating activities

      –        (0.8 )      (75.0 )      121.2       –        45.4  

Investing activities

             

Purchase of property, plant and equipment

      –        –        (29.6 )      (33.8 )      3.2        (60.2 ) 

Capitalization of development costs

      –        –        (2.3 )      –        –        (2.3 ) 

Disposal of property, plant and equipment

      –        –        1.3       4.6       (3.2 )      2.7  

Investments in associates

      –        –        (0.5 )      –        –        (0.5 ) 

Purchase of interests in subsidiaries, net of cash acquired

      (2,124.7 )      –        (4,391.7 )      159.5       2,313.0       (4,043.9 ) 

Sale of businesses and subsidiaries, net of cash disposed

      –        –        4.3       38.1       (38.4 )      4.0  

Interest received

      –        71.4       10.5       4.0       (84.5 )      1.4  

Dividends received from subsidiaries

      –        –        (0.2 )      –        0.2       –   

Net cash (outflow)/inflow from investing activities

      (2,124.7 )      71.4       (4,408.2 )      172.4       2,190.3       (4,098.8 ) 

Financing activities

             

Issue of ordinary shares

      2,142.3       149.8       2,124.7       0.1       (2,274.6 )      2,142.3  

Draw-down of bank and other loans

      –        3,150.0       –        –        –        3,150.0  

Repayment of bank and other loans

      –        (26.8 )      (433.3 )      (0.3 )      –        (460.4 ) 

Loans (to)/from Group companies

      (17.6 )      (3,124.3 )      3,206.4       (64.5 )      –        –   

Payments on foreign currency derivatives

      –        –        (2.2 )      –        –        (2.2 ) 

Premium on redemption

      –        –        (4.6 )      –        –        (4.6 ) 

Capital element of finance lease rental payments

      –        –        –        (0.2 )      –        (0.2 ) 

Movement in collateralized cash

      –        –        (44.9 )      –        –        (44.9 ) 

Interest paid

      –        (33.8 )      (101.3 )      (7.5 )      84.5       (58.1 ) 

Financing costs paid

      –        (182.4 )      –        –        –        (182.4 ) 

Equity dividend paid

      –        –        –        0.2       (0.2 )      –   

Investment by a minority shareholder in a subsidiary

      –        –        11.7       –        –        11.7  

Net cash inflow/(outflow) from financing activities

      2,124.7       (67.5 )      4,756.5       (72.2 )      (2,190.3 )      4,551.2  

Increase in net cash and cash equivalents

      –        3.1       273.3       221.4       –        497.8  

Net cash and cash equivalents at the beginning of the period

      –        –        –        –        –        –   

Foreign currency translation

      –        –        (47.2 )      1.6       –        (45.6 ) 

Net cash and cash equivalents at the end of the period

      –        3.1       226.1       223.0       –        452.2  

 

F-92

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

47. Condensed consolidating financial information continued

 

F. Consolidated cash flow statement

 

9M 2010

   

Company

$ million

     

Issuers

$ million

     

Other
guarantor
subsidiaries

$ million

    

Non-

guarantor

subsidiaries

$ million

    

Consolidation
adjustments

$ million

    

Total
Group

$ million

  

Operating activities

               

Cash generated from operations

      –         –         104.3       110.9       –        215.2  

Income taxes paid

      –         –         (40.1 )      (26.1 )      –        (66.2 ) 

Income taxes received

      –         –         43.5       2.2       –        45.7  

Net cash inflow from operating activities

      –         –         107.7       87.0       –        194.7  

Investing activities

               

Purchase of property, plant and equipment

      –         –         (45.0 )      (45.4 )      0.4       (90.0 ) 

Purchase of computer software

      –         –         (4.3 )      (1.4 )      –        (5.7 ) 

Capitalization of development costs

      –         –         (0.5 )      –        –        (0.5 ) 

Disposal of property, plant and equipment

      –         –         17.7       7.3       (0.4 )      24.6  

Purchase of interests in subsidiaries, net of cash acquired

      –         –         (46.8 )      (36.1 )      41.7       (41.2 ) 

Sale of businesses and subsidiaries, net of cash disposed

      –         –         (4.1 )      0.1       –        (4.0 ) 

Interest received

      –         –         24.3       10.2       (21.2 )      13.3  

Dividends received from associates

      –         –         0.3       0.2       –        0.5  

Dividends received from subsidiaries

      –         –         74.3       –        (74.3 )      –   

Net cash inflow/(outflow) from investing activities

      –         –         15.9       (65.1 )      (53.8 )      (103.0 ) 

Financing activities

               

Issue of ordinary shares

      –         –         41.0       6.2       (41.7 )      5.5   

Repayment of bank and other loans

      –         –         (0.8 )      –        –        (0.8 ) 

Loans (to)/from Group companies

      –         –         (24.7 )      24.7       –        –   

Payments on foreign currency derivatives

      –         –         (20.3 )      –        –        (20.3 ) 

Settlement of interest rate swaps

      –         –         64.7       –        –        64.7  

Capital element of finance lease rental payments

      –         –         (0.3 )      (0.4 )      –        (0.7 ) 

Interest element of finance lease rental payments

      –         –         (0.2 )      –        –        (0.2 ) 

Purchase of own shares

      –         –         (6.2 )      –        –        (6.2 ) 

Interest paid

      –         –         (20.6 )      (15.8 )      21.2       (15.2 ) 

Equity dividend paid

      –         –         (56.9 )      (74.3 )      74.3       (56.9 ) 

Dividend paid to a minority shareholder in a subsidiary

      –         –         (1.1 )      (10.9 )      –        (12.0 ) 

Net cash outflow from financing activities

      –         –         (25.4 )      (70.5 )      53.8       (42.1 ) 

Increase/(decrease) in net cash and cash equivalents

      –         –         98.2       (48.6 )      –        49.6  

Net cash and cash equivalents at the beginning of the period

      –         –         236.6       203.6       –        440.2  

Foreign currency translation

      –         –         (3.1 )      4.4       –        1.3  

Net cash and cash equivalents at the end of the period

      –         –         331.7       159.4       –        491.1  

 

F-93

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

47. Condensed consolidating financial information continued

 

G. Consolidated cash flow statement

 

Fiscal 2009   

Company

$ million

     

Issuers

$ million

     

Other
guarantor
subsidiaries

$ million

    

Non-

guarantor

subsidiaries

$ million

    

Consolidation
adjustments

$ million

    

Total
Group

$ million

  

Operating activities

               

Cash generated from operations

      –         –         291.0       241.1       –        532.1  

Income taxes paid

      –         –         (26.0 )      (24.3 )      –        (50.3 ) 

Income taxes received

      –         –         31.2       –        –        31.2  

Net cash inflow from operating activities

      –         –         296.2       216.8       –        513.0  

Investing activities

               

Purchase of property, plant and equipment

      –         –         (52.0 )      (64.8 )      1.6       (115.2 ) 

Purchase of computer software

      –         –         (4.9 )      (2.9 )      –        (7.8 ) 

Capitalization of development costs

      –         –         (0.6 )      –        –        (0.6 ) 

Disposal of property, plant and equipment

      –         –         3.7       10.8       (1.6 )      12.9  

Investments in associates

      –         –         (2.7 )      –        –        (2.7 ) 

Purchase of interests in subsidiaries, net of cash acquired

      –         –         (86.7 )      0.7       59.5       (26.5 ) 

Sale of businesses and subsidiaries, net of cash disposed

      –         –         41.1       3.4       (43.8 )      0.7  

Interest received

      –         –         18.8       15.4       (30.6 )      3.6  

Dividends received from associates

      –         –         0.3       –        –        0.3  

Dividends received from subsidiaries

      –         –         157.5       –        (157.5 )      –   

Net cash inflow/(outflow) from investing activities

      –         –         74.5       (37.4 )      (172.4 )      (135.3 ) 

Financing activities

               

Issue of ordinary shares

      –         –         0.1       15.7       (15.7 )      0.1  

Draw-down of bank and other loans

      –         –         1.8       1.0       –        2.8  

Repayment of bank and other loans

      –         –         (142.8 )      (21.6 )      –        (164.4 ) 

Loans (to)/from Group companies

      –         –         (31.3 )      31.3       –        –   

Receipts on foreign currency derivatives

      –         –         39.6       –        –        39.6  

Capital element of finance lease rental payments

      –         –         (0.4 )      (2.4 )      –        (2.8 ) 

Interest element of finance lease rental payments

      –         –         (0.2 )      (0.2 )      –        (0.4 ) 

Movement in collateralized cash

      –         –         –        2.1       –        2.1  

Purchase of own shares

      –         –         (1.4 )      –        –        (1.4 ) 

Interest paid

      –         –         (48.5 )      (19.6 )      30.6       (37.5 ) 

Financing costs paid

      –         –         (6.3 )      –        –        (6.3 ) 

Equity dividend paid

      –         –         (48.3 )      (157.5 )      157.5       (48.3 ) 

Investment by a minority shareholder in a subsidiary

      –         –         –        4.7       –        4.7  

Dividend paid to a minority shareholder in a subsidiary

      –         –         –        (8.7 )      –        (8.7 ) 

Net cash outflow from financing activities

      –         –         (237.7 )      (155.2 )      172.4       (220.5 ) 

Increase in net cash and cash equivalents

      –         –         133.0       24.2       –        157.2  

Net cash and cash equivalents at the beginning of the period

      –         –         108.4       169.8       –        278.2  

Foreign currency translation

      –         –         (4.8 )      9.6       –        4.8  

Net cash and cash equivalents at the end of the period

      –         –         236.6       203.6       –        440.2  

 

F-94

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

47. Condensed consolidating financial information continued

 

H. Consolidated cash flow statement

 

Fiscal 2008   

Company

$ million

     

Issuers

$ million

     

Other
guarantor
subsidiaries

$ million

    

Non-

guarantor

subsidiaries

$ million

    

Consolidation
adjustments

$ million

    

Total
Group

$ million

  

Operating activities

               

Cash generated from operations

      –         –         301.2       327.5       –        628.7  

Income taxes paid

      –         –         (47.8 )      (68.5 )      –        (116.3 ) 

Income taxes received

      –         –         31.8       –        –        31.8  

Net cash inflow from operating activities

      –         –         285.2       259.0       –        544.2  

Investing activities

               

Purchase of property, plant and equipment

      –         –         (76.4 )      (109.8 )      3.0       (183.2 ) 

Purchase of computer software

      –         –         (9.1 )      (1.5 )      –        (10.6 ) 

Capitalization of development costs

      –         –         (0.6 )      –        –        (0.6 ) 

Disposal of property, plant and equipment

      –         –         5.1       5.8       (3.0 )      7.9  

Purchase of available-for-sale investments

      –         –         –        (0.1 )      –        (0.1 ) 

Sale of available-for-sale investments

      –         –         –        1.6       –        1.6  

Investments in associates

      –         –         (10.4 )      –        –        (10.4 ) 

Purchase of interests in subsidiaries, net of cash acquired

      –         –         (1,289.1 )      (0.8 )      1,224.9       (65.0 ) 

Sale of businesses and subsidiaries, net of cash disposed

      –         –         2,269.2       670.1       (2,814.7 )      124.6  

Interest received

      –         –         45.2       105.4       (139.4 )      11.2  

Dividends received from associates

      –         –         0.6       –        –        0.6  

Dividends received from subsidiaries

      –         –         230.4       –        (230.4 )      –   

Net cash inflow/(outflow) from investing activities

      –         –         1,164.9       670.7       (1,959.6 )      (124.0 ) 

Financing activities

               

Issue of ordinary shares

      –         –         0.2       –        –        0.2  

Redemption of capital

      –         –         (0.2 )      (1,589.6 )      1,589.8       –   

Draw-down of bank and other loans

      –         –         109.2       5.4       –        114.6  

Repayment of bank and other loans

      –         –         (4.4 )      (11.2 )      –        (15.6 ) 

Loans (to)/from Group companies

      –         –         (987.5 )      987.5       –        –   

Payments on foreign currency derivatives

      –         –         (178.6 )      –        –        (178.6 ) 

Capital element of finance lease rental payments

      –         –         (1.8 )      (1.0 )      –        (2.8 ) 

Interest element of finance lease rental payments

      –         –         (0.3 )      (0.2 )      –        (0.5 ) 

Movement in collateralized cash

      –         –         –        0.7       –        0.7  

Purchase of own shares

      –         –         (4.7 )      –        –        (4.7 ) 

Interest paid

      –         –         (143.7 )      (50.7 )      139.4       (55.0 ) 

Equity dividend paid

      –         –         (246.2 )      (230.4 )      230.4       (246.2 ) 

Investment by a minority shareholder in a subsidiary

      –         –         0.4       –        –        0.4  

Dividend paid to a minority shareholder in a subsidiary

      –         –         –        (13.5 )      –        (13.5 ) 

Net cash outflow from financing activities

      –         –         (1,457.6 )      (903.0 )      1,959.6       (401.0 ) 

(Decrease)/increase in net cash and cash equivalents

      –         –         (7.5 )      26.7       –        19.2  

Net cash and cash equivalents at the beginning of the period

      –         –         108.4       171.8       –        280.2  

Foreign currency translation

      –         –         7.5       (28.7 )      –        (21.2 ) 

Net cash and cash equivalents at the end of the period

      –         –         108.4       169.8       –        278.2  

 

F-95

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

47. Condensed consolidating financial information continued

 

I. Consolidated balance sheet

 

As at December 31, 2010  

Company

$ million

    

Issuers

$ million

    

Other
guarantor
subsidiaries

$ million

    

Non-

guarantor
subsidiaries

$ million

    

Consolidation
adjustments

$ million

    

Total
Group

$ million

  

Non-current assets

            

Goodwill

     –        –        809.2        936.2       –        1,745.4  

Other intangible assets

     –        –        1,487.7        780.8       –        2,268.5  

Property, plant and equipment

     –        –        669.9        689.2       –        1,359.1  

Investments in subsidiaries under the equity method

     2,010.8        –        3,002.7        –        (5,013.5 )      –   

Investments in associates

     –        –        20.7        2.9       –        23.6  

Trade and other receivables

     –        10.1        12.5        3.6       –        26.2  

Deferred tax assets

     –        –        –        31.9       (22.3 )      9.6  

Post-employment benefit surpluses

     –        –        –        3.6       –        3.6  
      2,010.8        10.1        6,002.7        2,448.2       (5,035.8 )      5,436.0  

Current assets

            

Inventories

     –        –        435.7        271.6       (13.8 )      693.5  

Trade and other receivables

     17.5        3,223.6        1,069.0        1,424.5       (4,820.1 )      914.5  

Income tax recoverable

     –        –        8.3        2.7       –        11.0  

Available-for-sale investments

     –        –        –        1.4       –        1.4  

Cash and cash equivalents

     –        3.1        228.5        227.7       –        459.3  
      17.5        3,226.7        1,741.5        1,927.9       (4,833.9 )      2,079.7  

Assets held for sale

     –        –        29.7        6.9       –        36.6  

Total assets

     2,028.3        3,236.8        7,773.9        4,383.0       (9,869.7 )      7,552.3  

Current liabilities

            

Bank overdrafts

     –        –        (2.4 )      (4.7 )      –        (7.1 ) 

Bank and other loans

     –        (37.9 )      (217.8 )      –        –        (255.7 ) 

Obligations under finance leases

     –        –        (0.2 )      (0.3 )      –        (0.5 ) 

Trade and other payables

     –        (44.0 )      (436.5 )      (422.3 )      198.4       (704.4 ) 

Income tax liabilities

     –        –        (68.0 )      (38.8 )      –        (106.8 ) 

Provisions

     –        –        (25.5 )      (40.1 )      –        (65.6 ) 
      –        (81.9 )      (750.4 )      (506.2 )      198.4       (1,140.1 ) 

Non-current liabilities

            

Bank and other loans

     –        (2,872.3 )      (26.6 )      –        –        (2,898.9 ) 

Obligations under finance leases

     –        –        (2.8 )      –        –        (2.8 ) 

Trade and other payables

     –        (107.5 )      (4,169.3 )      (410.4 )      4,621.8        (65.4 ) 

Post-employment benefit obligations

     –        –        (204.6 )      (74.6 )      –        (279.2 ) 

Deferred tax liabilities

     –        (7.2 )      (578.5 )      (232.9 )      25.3       (793.3 ) 

Income tax liabilities

     –        –        –        –        –        –   

Provisions

     –        –        (22.8 )      (1.9 )      –        (24.7 ) 
      –        (2,987.0 )      (5,004.6 )      (719.8 )      4,647.1        (4,064.3 ) 

Liabilities directly associated with assets held for sale

     –        –        (8.1 )      –        –        (8.1 ) 

Total liabilities

     –        (3,068.9 )      (5,763.1 )      (1,226.0 )      4,845.5       (5,212.5 ) 

Net assets

     2,028.3        167.9       2,010.8       3,157.0       (5,024.2 )      2,339.8  

Capital and reserves

            

Shareholders’ equity

     2,028.3        167.9       2,010.8        2,845.5       (5,024.2 )      2,028.3  

Non-controlling interests

     –        –        –        311.5       –        311.5  

Total equity

     2,028.3        167.9        2,010.8        3,157.0       (5,024.2 )      2,339.8  

 

F-96

Table of Contents

Pinafore Holdings B.V.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

47. Condensed consolidating financial information continued

 

J. Consolidated balance sheet

 

As at January 2, 2010   

Company

$ million

     

Issuers

$ million

     

Other
guarantor
subsidiaries

$ million

    

Non-
guarantor
subsidiaries

$ million

    

Consolidation
adjustments

$ million

    

Total
Group

$ million

  

Non-current assets

               

Goodwill

      –         –         398.6       37.4       –        436.0  

Other intangible assets

      –         –         49.4       28.6       –        78.0  

Property, plant and equipment

      –         –         542.1       580.7       –        1,122.8  

Investments in subsidiaries under the equity method

      –         –         1,353.0       –        (1,353.0 )      –   

Investments in associates

      –         –         18.7       1.9       –        20.6  

Trade and other receivables

      –         –         78.6       2.5       –        81.1  

Deferred tax assets

      –         –         52.8       32.9       (2.8 )      82.9  

Post-employment benefit surpluses

      –         –         1.3       –        –        1.3  
       –         –         2,494.5       684.0       (1,355.8 )      1,822.7  

Current assets

               

Inventories

      –         –         390.6       211.8       (11.6 )      590.8  

Trade and other receivables

      –         –         833.7       1,305.3       (1,386.0 )      753.0  

Income tax recoverable

      –         –         33.4       15.6       –        49.0  

Available-for-sale investments

      –         –         –        1.2       –        1.2  

Cash and cash equivalents

      –         –         238.4       206.6       –        445.0  
       –         –         1,496.1       1,740.5       (1,397.6 )      1,839.0  

Assets held for sale

      –         –         10.3       1.6       –        11.9  

Total assets

      –         –         4,000.9       2,426.1       (2,753.4 )      3,673.6  

Current liabilities

               

Bank overdrafts

      –         –         (1.8 )      (3.0 )      –        (4.8 ) 

Bank and other loans

      –         –         (10.9 )      (0.3 )      –        (11.2 ) 

Obligations under finance leases

      –         –         (0.3 )      (0.7 )      –        (1.0 ) 

Trade and other payables

      –         –         (417.5 )      (365.3 )      105.2       (677.6 ) 

Income tax liabilities

      –         –         (2.3 )      (12.9 )      –        (15.2 ) 

Provisions

      –         –         (29.5 )      (70.8 )      –        (100.3 ) 
       –         –         (462.3 )      (453.0 )      105.2       (810.1 ) 

Non-current liabilities

               

Bank and other loans

      –         –         (687.3 )      –        –        (687.3 ) 

Obligations under finance leases

      –         –         (3.3 )      (0.3 )      –        (3.6 ) 

Trade and other payables

      –         –         (940.3 )      (367.6 )      1,280.8       (27.1 ) 

Post-employment benefit obligations

      –         –         (266.4 )      (77.1 )      –        (343.5 ) 

Deferred tax liabilities

      –         –         (25.8 )      (4.9 )      5.4       (25.3 ) 

Income tax liabilities

      –         –         (62.8 )      (16.7 )      –        (79.5 ) 

Provisions

      –         –         (16.1 )      (3.1 )      –        (19.2 ) 
       –         –         (2,002.0 )      (469.7 )      1,286.2       (1,185.5 ) 

Total liabilities

      –         –         (2,464.3 )      (922.7 )      1,391.4       (1,995.6 ) 

Net assets

      –         –         1,536.6       1,503.4       (1,362.0 )      1,678.0  

Capital and reserves

               

Shareholders’ equity

      –         –         1,536.6       1,362.0       (1,362.0 )      1,536.6  

Non-controlling interests

      –         –         –        141.4       –        141.4  

Total equity

      –         –         1,536.6       1,503.4       (1,362.0 )      1,678.0  

 

F-97

Table of Contents

Unaudited condensed consolidated financial statements of Pinafore Holdings B.V. as at July 2, 2011

 

Description

    Page

Condensed Consolidated Income Statement

    F-99

Condensed Consolidated Statement of Comprehensive Income

    F-100

Condensed Consolidated Cash Flow Statement

    F-101

Condensed Consolidated Balance Sheet

    F-102

Condensed Consolidated Statement of Changes in Equity

    F-103

Notes to the Condensed Consolidated Financial Statements

    F-105

 

F-98

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED INCOME STATEMENT

(Unaudited)

 

      Note    SUCCESSOR
Q2 2011
$ million		     PREDECESSOR
Q2 2010*
$ million		     SUCCESSOR
6M 2011
$ million		     PREDECESSOR
6M 2010*
$ million		  

Continuing operations

                

Sales

    2      1,241.2       1,159.5       2,463.3       2,225.7   

Cost of sales

           (853.4 )      (773.1 )      (1,690.0 )      (1,500.3 ) 

Gross profit

         387.8       386.4       773.3       725.4  

Distribution costs

         (130.4 )      (125.5 )      (263.5 )      (245.2 ) 

Administrative expenses

         (172.5 )      (108.3 )      (345.0 )      (211.9 ) 

Transaction costs

         (0.4 )      (2.7 )      (0.8 )      (2.7 ) 

Restructuring costs

    3      (12.8 )      (6.6 )      (18.2 )      (8.5 ) 
Net gain/(loss) on disposals and on the exit of businesses    3      1.0       (0.4 )      1.2       1.0  

Share of profit of associates

           0.7       0.1       1.2       0.4  

Operating profit

         73.4       143.0       148.2       258.5  
               

Interest expense

    4      (80.2 )      (23.9 )      (171.3 )      (48.0 ) 

Investment income

    5      17.9       15.9       36.1       32.0  

Other finance (expense)/income

    6      (0.5 )      (0.1 )      10.5       (2.5 ) 

Net finance costs

           (62.8 )      (8.1 )      (124.7 )      (18.5 ) 

Profit before tax

         10.6       134.9       23.5       240.0  

Income tax expense

           (15.0 )      (36.4 )      (30.7 )      (63.1 ) 
(Loss)/profit for the period from continuing operations         (4.4 )      98.5       (7.2 )      176.9  
   

Discontinued operations

                
Profit for the period from discontinued operations    7      7.9       5.6       18.4       11.9  

Profit for the period

         3.5       104.1       11.2       188.8  

Non-controlling interests

           (6.1 )      (10.0 )      (13.0 )      (18.7 ) 
(Loss)/profit for the period attributable to equity shareholders           (2.6 )      94.1       (1.8 )      170.1  

* Re-presented (see note 7)

 

F-99

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

 

      SUCCESSOR
Q2 2011
$ million		     PREDECESSOR
Q2 2010
$ million		     SUCCESSOR
6M 2011
$ million		     PREDECESSOR
6M 2010
$ million		  

Profit for the period

      3.5       104.1       11.2       188.8  

Other comprehensive income

             

Foreign currency translation:

             
– Currency translation differences on foreign operations:             

   Subsidiaries

      47.5       (39.1 )      154.6       (36.5 ) 

   Associates

      –        (1.1 )      0.5       (0.2 ) 

– Loss on net investment hedges

      (1.6 )      (1.9 )      (9.2 )      –   
     45.9       (42.1 )      145.9       (36.7 ) 

Available-for-sale investments:

             
– Unrealized gain/(loss) recognized in the period      0.1       (0.1 )      –        (0.1 ) 
     0.1       (0.1 )      –        (0.1 ) 

Post-employment benefits:

             

– Net actuarial (loss)/gain

      (9.6 )      (60.1 )      13.2       (60.1 ) 

– Effect of the asset ceiling

      (4.6 )      2.2       (17.9 )      2.2  
       (14.2 )      (57.9 )      (4.7 )      (57.9 ) 
Other comprehensive income/(loss) before tax      31.8       (100.1 )      141.2       (94.7 ) 
Income tax benefit/(expense) on components of other comprehensive income      2.8       9.6       (0.5 )      6.9  

Other comprehensive income/(loss) after tax

      34.6       (90.5 )      140.7       (87.8 ) 
Comprehensive income for the period      38.1       13.6       151.9       101.0   
   

Attributable to:

             
– Equity shareholders in Pinafore Holdings B.V.      26.6       4.7       131.4       81.8  

– Non-controlling interests

      11.5       8.9       20.5       19.2  
       38.1       13.6       151.9       101.0  

 

F-100

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

(Unaudited)

 

      Note    SUCCESSOR
Q2 2011
$ million		     PREDECESSOR
Q2 2010
$ million		     SUCCESSOR
6M 2011
$ million		     PREDECESSOR
6M 2010
$ million		  
Operating activities                
Cash generated from operations    8      152.5       122.9       215.0       100.0  
Income taxes paid         (30.6 )      (25.6 )      (57.1 )      (46.1 ) 
Income taxes received           1.0       42.6       1.1       43.9  
Net cash inflow from operating activities           122.9       139.9       159.0       97.8  
   
Investing activities                
Purchase of property, plant and equipment         (24.7 )      (28.3 )      (55.9 )      (52.9 ) 
Purchase of computer software         (3.1 )      (1.8 )      (4.1 )      (2.8 ) 
Capitalization of development costs         (0.3 )      (0.3 )      (0.3 )      (0.5 ) 
Disposal of property, plant and equipment         10.6       14.5       15.5       22.4   
Investments in associates         –        –        (0.4 )      –   
Purchase of interests in subsidiaries, net of cash acquired         (1.1 )      (3.9 )      (2.5 )      (40.7 ) 
Sale of businesses and subsidiaries, net of cash disposed         24.6       (0.3 )      27.1       (1.3 ) 
Interest received         0.7       1.3       1.2       2.4  
Dividends received from associates           –        0.3       0.5       0.5  
Net cash inflow/(outflow) from investing activities           6.7       (18.5 )      (18.9 )      (72.9 ) 
   
Financing activities                
Issue of ordinary shares         –        0.9       –        0.9  
Draw-down of bank and other loans         0.9       –        1.2       –   
Repayment of bank and other loans         (48.7 )      (0.1 )      (68.2 )      (0.7 ) 
Premium on redemption of notes         –        –        (0.4 )      –   
(Payments)/receipts on foreign currency derivatives         (0.8 )      (15.5 )      7.8       (53.0 ) 
Capital element of finance lease rental payments         (0.2 )      (0.3 )      (0.4 )      (0.5 ) 
Interest element of finance lease rental payments         –        –        (0.1 )      (0.1 ) 
Decrease/(increase) in collateralized cash         30.6       (0.1 )      30.5       (0.1 ) 
Purchase of non-controlling interest         (13.1 )      –        (13.1 )      –   
Return of management investment         (0.7 )      –        (0.7 )      –   
Purchase of own shares         –        –        –        (6.2 ) 
Interest paid         (26.5 )      (7.4 )      (107.8 )      (11.8 ) 
Financing costs paid         (5.3 )      –        (34.8 )      –   
Equity dividend paid         –        (56.9 )      –        (56.9 ) 
Dividend paid to a minority shareholder in a subsidiary           (24.0 )      –        (43.9 )      (9.9 ) 
Net cash outflow from financing activities           (87.8 )      (79.4 )      (229.9 )      (138.3 ) 
   
Increase/(decrease) in net cash and cash equivalents         41.8       42.0       (89.8 )      (113.4 ) 
Net cash and cash equivalents at the beginning of the period         322.5       286.2       452.2       440.2  
Foreign currency translation           1.3       (5.3 )      3.2       (3.9 ) 
Net cash and cash equivalents at the end of the period           365.6       322.9       365.6       322.9  

 

Analysis of net cash and cash equivalents:

          
     SUCCESSOR    PREDECESSOR  
     

As at

July 2,

2011

$ million

   

As at

December 31,

2010

$ million

    

As at

July 3,

2010

$ million

  

Cash and cash equivalents

    370.0       459.3       335.0  

Bank overdrafts

    (4.4)      (7.1 )      (12.1 ) 
     365.6       452.2       322.9  

 

F-101

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

 

        Note   

As at

July 2,

2011

$ million

    

As at

December 31,

2010

$ million

  

Non-current assets

            

Goodwill

      9      1,696.9       1,745.4  

Other intangible assets

      10      2,052.4       2,268.5  

Property, plant and equipment

      11      1,008.1       1,359.1  

Investments in associates

           7.5       23.6  

Trade and other receivables

      12      23.9       26.2  

Deferred tax assets

           9.5       9.6  

Post-employment benefit surpluses

      18      6.4       3.6  
              4,804.7       5,436.0  

Current assets

            

Inventories

      13      631.0       693.5  

Trade and other receivables

      12      883.1       914.5  

Income tax recoverable

           9.3       11.0  

Available-for-sale investments

           1.4       1.4  

Cash and cash equivalents

             370.0       459.3  
              1,894.8       2,079.7  

Assets held for sale

      14      909.1       36.6  

Total assets

             7,608.6       7,552.3  
 

Current liabilities

            

Bank overdrafts

      15      (4.4 )      (7.1 ) 

Bank and other loans

      15      (218.4 )      (255.7 ) 

Obligations under finance leases

           (0.2 )      (0.5 ) 

Trade and other payables

      16      (607.8 )      (704.4 ) 

Income tax liabilities

           (122.7 )      (106.8 ) 

Provisions

      19      (44.6 )      (65.6 ) 
              (998.1 )      (1,140.1 ) 

Non-current liabilities

            

Bank and other loans

      15      (2,900.7 )      (2,898.9 ) 

Obligations under finance leases

           (3.0 )      (2.8 ) 

Trade and other payables

      16      (37.5 )      (65.4 ) 

Post-employment benefit obligations

      18      (248.9 )      (279.2 ) 

Deferred tax liabilities

           (706.5 )      (793.3 ) 

Provisions

      19      (28.6 )      (24.7 ) 
              (3,925.2 )      (4,064.3 ) 

Liabilities directly associated with assets held for sale

      14      (200.6 )      (8.1 ) 

Total liabilities

             (5,123.9 )      (5,212.5 ) 

Net assets

             2,484.7       2,339.8  
 

Capital and reserves

            

Share capital

           –        –   

Shares to be issued

           16.9       17.6  

Share premium account

           2,124.7       2,124.7  

Other reserves

           154.4       16.2  

Accumulated deficit

             (86.4 )      (130.2 ) 

Shareholders’ equity

           2,209.6       2,028.3  

Non-controlling interests

             275.1       311.5  

Total equity

             2,484.7       2,339.8  

 

F-102

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited)

 

SUCCESSOR

   
Q2 2011   

Share

capital

$ million

     

Shares

to be

issued

$ million

    

Share
premium

account

$ million

     

Other
reserves

$ million

    

Accumulated
deficit

$ million

    

Total

shareholders’
equity

$ million

    

Non-

controlling
interests

$ million

    

Total

equity

$ million

  

As at April 3, 2011

      –         17.6       2,124.7         114.4        (98.1 )      2,158.6        300.6        2,459.2  

Profit/(loss) for the period

      –         –        –           (2.6 )      (2.6 )      6.1       3.5  

Other comprehensive income/(expense)

      –         –        –         40.0       (10.8 )      29.2       5.4       34.6  

Total comprehensive income/(expense)

      –         –        –         40.0       (13.4 )      26.6       11.5       38.1  

Other changes in equity:

                   

– Share-based incentives (including a tax benefit of $0.1 million)

      –         –        –         –        25.1       25.1       0.1       25.2  

– Purchase of non-controlling interest

      –         –        –         –        –        –        (13.1 )      (13.1 ) 

– Return of management investment

      –         (0.7 )      –         –        –        (0.7 )      –        (0.7 ) 

– Dividends paid to minority shareholders

      –         –        –         –        –        –        (24.0 )      (24.0 ) 
       –         (0.7 )      –         –        25.1       24.4       (37.0 )      (12.6 ) 

As at July 2, 2011

      –         16.9       2,124.7         154.4       (86.4 )      2,209.6       275.1       2,484.7  

PREDECESSOR

                   
Q2 2010          

Share

capital

$ million

    

Share
premium

account

$ million

     

Other
reserves

$ million

    

Accumulated
deficit

$ million

    

Total
shareholders’
equity

$ million

    

Non-

controlling
interests

$ million

    

Total

equity

$ million

  

As at April 4, 2010

               79.6       799.2        908.1       (176.4 )      1,610.5       141.8       1,752.3  

Profit for the period

         –        –         –        94.1       94.1       10.0       104.1  

Other comprehensive (loss)/income

         –        –         (131.9 )      42.5       (89.4 )      (1.1 )      (90.5 ) 

Total comprehensive income/(loss)

               –        –         (131.9 )      136.6       4.7       8.9       13.6  

Other changes in equity:

                   

– Issue of ordinary shares

         –        0.9        –        –        0.9       –        0.9  

– Dividends paid on ordinary shares

         –        –         –        (56.9 )      (56.9 )      –        (56.9 ) 

– Transfer of own shares

         –        –         1.5       (1.5 )      –        –        –   

– Share-based incentives (including a tax benefit of $1.1 million)

         –        –         –        4.5       4.5       –        4.5  
                –        0.9        1.5       (53.9 )      (51.5 )      –        (51.5 ) 

As at July 3, 2010

               79.6       800.1        777.7       (93.7 )      1,563.7       150.7       1,714.4  

 

F-103

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited)

 

SUCCESSOR

   
6M 2011   

Share

capital

$ million

     

Shares

to be

issued

$ million

    

Share
premium

account

$ million

     

Other
reserves

$ million

    

Accumulated
deficit

$ million

    

Total

shareholders’
equity

$ million

    

Non-

controlling
interests

$ million

    

Total

equity

$ million

  

As at December 31, 2010

      –         17.6       2,124.7         16.2        (130.2 )      2,028.3        311.5        2,339.8  

Profit/(loss) for the period

      –         –        –         –        (1.8 )      (1.8 )      13.0       11.2  

Other comprehensive income/(loss)

      –         –        –         138.2        (5.0 )      133.2       7.5       140.7  

Total comprehensive income/(loss)

      –         –        –         138.2        (6.8 )      131.4       20.5       151.9  

Other changes in equity:

                   

– Share-based incentives (including a tax benefit of $0.4 million)

      –         –        –         –        50.6       50.6       0.1       50.7  

– Purchase of non-controlling interest

      –         –        –         –        –        –        (13.1 )      (13.1 ) 

– Return of management investment

      –         (0.7 )      –         –        –        (0.7 )      –        (0.7 ) 

– Dividends paid to minority shareholders

      –         –        –         –        –        –        (43.9 )      (43.9 ) 
       –         (0.7 )      –         –        50.6       49.9       (56.9 )      (7.0 ) 

As at July 2, 2011

      –         16.9       2,124.7         154.4        (86.4 )      2,209.6       275.1       2,484.7  

PREDECESSOR

                   
6M 2010          

Share

capital

$ million

    

Share
premium

account

$ million

     

Other
reserves

$ million

    

Accumulated
deficit

$ million

    

Total
shareholders’
equity

$ million

    

Non-controlling
interests

$ million

    

Total

equity

$ million

  

As at January 2, 2010

               79.6       799.2        819.7       (161.9 )      1,536.6       141.4       1,678.0  

Profit for the period

         –        –         –        170.1       170.1       18.7       188.8  

Other comprehensive (loss)/income

         –        –         (37.8 )     (50.5 )      (88.3 )      0.5       (87.8 ) 

Total comprehensive income/(loss)

               –        –         (37.8 )     119.6       81.8       19.2        101.0  

Other changes in equity:

                   

– Issue of ordinary shares

         –        0.9        –        –        0.9       –        0.9  

– Dividends paid on ordinary shares

         –        –         –        (56.9 )      (56.9 )      –        (56.9 ) 

– Purchase of own shares

         –        –         (6.2 )      –        (6.2 )      –        (6.2 ) 

– Transfer of own shares

         –        –         2.0       (2.0 )      –        –        –   

– Share-based incentives (including a tax benefit of $1.7 million)

         –        –         –        7.5       7.5       –        7.5  

– Dividends paid to minority shareholders

         –        –         –        –        –        (9.9 )      (9.9 ) 
                –        0.9        (4.2 )      (51.4 )      (54.7 )      (9.9 )      (64.6 ) 

As at July 3, 2010

               79.6       800.1        777.7       (93.7 )      1,563.7       150.7       1,714.4  

 

F-104

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1 BASIS OF PREPARATION

Pinafore Holdings B.V. (‘the Company’ or ‘the Successor’) was incorporated on September 1, 2010 in and under the laws of The Netherlands.

On September 24, 2010, Tomkins Acquisitions Limited, a wholly-owned subsidiary of the Company, acquired the entire issued ordinary share capital of Tomkins plc (‘Tomkins’ or ‘the Predecessor’). On the acquisition date, Tomkins plc was re-registered as a private company and its name was changed to Tomkins Limited.

Condensed consolidated financial statements are presented for periods preceding and succeeding the acquisition of Tomkins. Prior to the acquisition, Tomkins drew up its financial statements to the Saturday nearest the end of the relevant calendar year or calendar quarter. Accordingly, Predecessor financial statements are presented for the 13-week period from April 4, 2010 to July 3, 2010 (‘Q2 2010’) and for the 26-week period from January 3, 2010 to July 3, 2010 (‘6M 2010’). The Predecessor financial statements do not reflect the effects of the accounting for the acquisition of Tomkins. The Company draws up its annual financial statements to December 31 and its quarterly financial statements to the Saturday nearest the end of the relevant calendar quarter. Accordingly, Successor financial statements are presented for the 13-week period from April 3, 2011 to July 2, 2011 (‘Q2 2011’) and for the 26-week period from January 1, 2011 to July 2, 2011 (‘6M 2011’).

References herein to ‘the Group’ refer, in the period prior to the acquisition of Tomkins, to Tomkins and its subsidiaries and, in the period subsequent to the acquisition of Tomkins, to the Company and its subsidiaries.

The condensed consolidated financial statements have been prepared on a going concern basis in accordance with IAS 34 ‘Interim Financial Reporting’ and were approved by the Board of Directors on August 8, 2011.

Except for the adoption at the beginning of 2011 of ‘Improvements to IFRSs 2010’, which did not have any significant impact on the Group’s results or financial position, the Group’s accounting policies are unchanged compared with the year ended December 31, 2010.

 

2 SEGMENT INFORMATION

 

A) BACKGROUND

The Group’s operating segments are identified by grouping together businesses that manufacture similar products, as this is the basis on which information is provided to the Board for the purposes of allocating resources within the Group and assessing the performance of the Group’s businesses.

The Group is organized for management reporting purposes into two business groups: Industrial & Automotive and Building Products. Within these two business groups, management distinguishes between those of the Group’s operating segments that are ongoing and those that have been exited but do not meet the conditions to be classified as discontinued operations.

Industrial & Automotive manufactures a wide range of systems and components for the industrial equipment, car and truck manufacturing markets, and industrial and automotive aftermarkets throughout the world. Industrial & Automotive is comprised of four operating segments: Power Transmission, Fluid Power, Sensors & Valves and Other Industrial & Automotive. Sensors & Valves is in the process of being sold and is classified as a discontinued operation.

Building Products is comprised of two ongoing operating segments: Air Distribution and Bathware. Air Distribution supplies the industrial and residential heating, ventilation and air conditioning market, mainly in North America. Bathware manufactures baths and whirlpools for the residential, and hotel and resort development markets, mainly in North America.

The Board uses adjusted earnings before interest, tax, depreciation and amortization (‘adjusted EBITDA’) to measure the profitability of each segment. Adjusted EBITDA is, therefore, the measure of segment profit or loss presented in the Group’s segment disclosures.

EBITDA represents profit or loss for the period before net finance costs, income taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA before specific items that are considered to hinder comparison of the trading performance of the Group’s businesses either year-on-year or with other businesses.

During the periods under review, the specific items excluded from EBITDA in arriving at adjusted EBITDA were as follows:

 

  •  

the compensation expense in relation to share-based incentives;

 

  •  

transaction costs incurred in business combinations;

 

  •  

restructuring costs; and

 

  •  

the net gain or loss on disposals and on the exit of businesses.

Segment information for the Group’s continuing operations is presented below. Segment information for the Group’s discontinued operations is presented in note 7.

 

F-105

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

2 SEGMENT INFORMATION (CONTINUED)

 

B) SALES AND ADJUSTED EBITDA FOR Q2 2011 – CONTINUING OPERATIONS

 

             Sales                  Adjusted EBITDA  
     

SUCCESSOR

Q2 2011

$ million

     

PREDECESSOR

Q2 2010*

$ million

           

SUCCESSOR

Q2 2011

$ million

    

PREDECESSOR

Q2 2010

$ million

  

Ongoing segments

                  

Industrial & Automotive:

                  

– Power Transmission

      609.7         548.3            119.1        118.2  

– Fluid Power

      236.4         200.8            29.3        24.6  

– Other Industrial & Automotive

      144.5         153.3            30.4        30.5  
       990.6         902.4              178.8        173.3  

Building Products:

                  

– Air Distribution

      224.0         222.5            22.7        27.9  

– Bathware

      26.6         34.6            (1.1 )      0.4  
       250.6         257.1              21.6        28.3  

Corporate

      –         –            (3.3 )      (5.0 ) 

Total continuing operations

      1,241.2         1,159.5              197.1        196.6  
   

Exited segment

                  

Building Products:

                  

– Doors & Windows

      –         –            –        0.1  

Total continuing operations

      1,241.2         1,159.5              197.1        196.7  
             Sales                  Adjusted EBITDA  
     

SUCCESSOR
Q2 2011

$ million

     

PREDECESSOR
Q2 2010*

$ million

           

SUCCESSOR
Q2 2011

$ million

    

PREDECESSOR
Q2 2010

$ million

  

By origin

                  

US

      610.0         610.3           88.5        101.5  

Rest of North America

      167.6         149.9           38.0        33.0  

UK

      34.7         32.1           2.9        2.5  

Rest of Europe

      186.8         155.3           23.4        15.3  

Asia

      177.9         152.3           37.9        35.9  

Rest of the world

      64.2         59.6           6.4        8.5  
       1,241.2         1,159.5             197.1        196.7  

By destination

                

US

      654.3         641.1          

Rest of North America

      104.2         101.0          

UK

      25.5         23.9          

Rest of Europe

      195.9         163.0          

Asia

      184.6         161.3          

Rest of the world

      76.7         69.2          
       1,241.2         1,159.5           

* Re-presented (see note 7)

Inter-segment sales were not significant.

 

F-106

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

2    SEGMENT INFORMATION (CONTINUED)

C)  SALES AND ADJUSTED EBITDA FOR 6M 2011 – CONTINUING OPERATIONS

 

             Sales                  Adjusted EBITDA  
     

SUCCESSOR
6M 2011

$ million

     

PREDECESSOR

6M 2010*

$ million

           

SUCCESSOR
6M 2011

$ million

    

PREDECESSOR
6M 2010

$ million

  

Ongoing segments

                  

Industrial & Automotive:

                  

– Power Transmission

      1,202.4         1,067.5            249.2       228.8  

– Fluid Power

      471.0         381.1            69.6       51.6  

– Other Industrial & Automotive

      304.0         289.6              45.2       41.3  
       1,977.4         1,738.2              364.0       321.7  

Building Products:

                  

– Air Distribution

      431.3         419.9            44.5       51.8  

– Bathware

      54.6         67.6              (1.7 )      0.3  
       485.9         487.5              42.8       52.1  

Corporate

      –         –              (19.7 )      (17.9 ) 

Total ongoing

      2,463.3         2,225.7              387.1       355.9  
   

Exited segment

                  

Building Products:

                  

– Doors & Windows

      –         –              (0.3 )      (0.4 ) 

Total continuing operations

      2,463.3         2,225.7              386.8       355.5  
             Sales                  Adjusted EBITDA  
     

SUCCESSOR
6M 2011

$ million

     

PREDECESSOR

6M 2010*

$ million

           

SUCCESSOR

6M 2011

$ million

    

PREDECESSOR

6M 2010

$ million

  

By origin

                  

US

      1,219.1        1,152.6           171.5       174.9  

Rest of North America

      333.1        290.6           74.4       58.3  

UK

      70.4        65.1           6.9       7.6  

Rest of Europe

      370.6        311.0           45.5       29.5  

Asia

      340.4        287.9           75.5       66.6  

Rest of the world

      129.7        118.5             13.0       18.6  
       2,463.3        2,225.7             386.8       355.5  

By destination

                

US

      1,304.7        1,213.7          

Rest of North America

      216.9        194.0          

UK

      51.1        46.5          

Rest of Europe

      389.4        326.9          

Asia

      348.3        307.6          

Rest of the world

      152.9        137.0          
       2,463.3        2,225.7          

* Re-presented (see note 7)

Inter-segment sales were not significant.

 

F-107

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

2 SEGMENT INFORMATION (CONTINUED)

D)  RECONCILIATION TO ADJUSTED EBITDA

Reconciliation of profit for the period to adjusted EBITDA:

 

     

SUCCESSOR

Q2 2011

$ million

    

PREDECESSOR

Q2 2010*

$ million

          

SUCCESSOR

6M 2011

$ million

    

PREDECESSOR

6M 2010*

$ million

  
Profit for the period      3.5       104.1          11.2       188.8  
Profit for the period from discontinued operations      (7.9 )      (5.6 )           (18.4 )      (11.9 ) 
(Loss)/profit for the period from continuing operations      (4.4 )      98.5          (7.2 )      176.9  
Income tax expense      15.0       36.4            30.7       63.1  
Profit before tax      10.6       134.9          23.5       240.0  
Net finance costs      62.8       8.1            124.7       18.5  
Operating profit      73.4       143.0          148.2       258.5  
Amortization      38.5       5.6          77.2       11.1  
Depreciation      48.1       35.2            94.0       70.3  
EBITDA      160.0       183.8          319.4       339.9  
Share-based incentives      24.9       3.2          49.6       5.4  
Transaction costs      0.4       2.7          0.8       2.7  
Restructuring costs (see note 3)      12.8       6.6          18.2       8.5  
Net (gain)/loss on disposals and on the exit of businesses (see note 3)      (1.0 )      0.4            (1.2 )      (1.0 ) 
Adjusted EBITDA      197.1       196.7            386.8       355.5  

* Re-presented (see note 7)

 

3 RESTRUCTURING INITIATIVES

Restructuring costs amounting to $18.2 million were recognized during 6M 2011, principally in relation to Project Sierra, an initiative that focuses on identifying and implementing cost reduction opportunities and efficiency improvements across many of the Group’s businesses. Restructuring costs of $12.8 million were recognized during Q2 2011, of which $11.4 million related to this initiative. Also during 6M 2011, a provision for restructuring costs of $10.6 million was released due to the reversal of the decision to close a division of Stackpole, a business included within the Power Transmission operating segment, following the recovery in the demand for its products.

 

   

SUCCESSOR

Q2 2011

    

PREDECESSOR

Q2 2010

        

SUCCESSOR

6M 2011

    

PREDECESSOR

6M 2010

  
    

Restructuring
costs

$ million

    

Disposals

and exit of
businesses

$ million

    

Restructuring
costs

$ million

    

Disposals

and exit of
businesses

$ million

         

Restructuring
costs

$ million

    

Disposals

and exit of
businesses

$ million

    

Restructuring
costs

$ million

    

Disposals

and exit of
businesses

$ million

  
Ongoing segments                      
Industrial & Automotive:                      

– Power Transmission

     (8.2)        0.8       (5.6)        –          (6.1 )      0.8       (5.4)        –   

– Fluid Power

     (3.6)        0.3       (0.5)        (1.1 )        (6.7 )      0.3       (2.6)        (1.1 ) 

– Other Industrial & Automotive

     (0.2)        (0.3 )      (0.6)        –            (0.6 )      (0.1 )      (1.1)        (0.2 ) 
      (12.0)        0.8       (6.7)        (1.1 )          (13.4 )      1.0       (9.1)        (1.3 ) 
Building Products:                      

– Air Distribution

     (0.6)        –        (0.7)        (0.6 )        (0.6 )      –        (1.3)        (0.7 ) 

– Bathware

     (0.2)        –        –         3.2           (0.8 )      –        –        3.2  
      (0.8)        –        (0.7)        2.6           (1.4 )      –        (1.3)        2.5  
Corporate     –         0.4       –         (2.0 )          (3.4 )      0.4       –         (2.1 ) 
Total ongoing     (12.8)        1.2       (7.4)        (0.5 )          (18.2 )      1.4       (10.4)        (0.9 ) 
   
Exited segment                      
Building Products:                      

– Doors & Windows

     –         (0.2 )      0.8       0.1           –        (0.2 )      1.9       1.9  
Total continuing operations     (12.8 )      1.0       (6.6 )      (0.4 )          (18.2 )      1.2       (8.5 )      1.0  

 

F-108

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

4 INTEREST EXPENSE

 

      SUCCESSOR
Q2 2011
$ million		      PREDECESSOR
Q2 2010
$ million		    

 

    SUCCESSOR
6M 2011
$ million		      PREDECESSOR
6M 2010
$ million		  
Borrowings:                  
– Interest on bank overdrafts      –         2.0          –         4.1  
– Interest on bank and other loans:                  
   Term loans      30.9         –           67.4         –   
   Other bank loans      0.6         0.6          1.3         1.0  
   Second Lien Notes      28.3         –           57.5         –   
   2011 Notes      0.1         4.6          3.4         9.3  
   2015 Notes      0.4         6.1          0.8         12.0  

– Interest on interest rate swaps in designated hedging relationships:

                  
   Payable      –         3.1          –         6.6  
   Receivable      –         (10.4 )           –         (21.0 ) 
     60.3         6.0          130.4         12.0  
Interest element of finance lease rentals      0.1         –           0.1         0.1  
Other interest payable      3.5         1.0            8.2         2.0  
     63.9         7.0          138.7         14.1  
Post employment benefits:                  
– Interest cost on benefit obligation      16.3         16.9            32.6         33.9  
       80.2         23.9            171.3         48.0  

Interest expense is wholly attributable to continuing operations.

 

5   INVESTMENT INCOME

 

     

SUCCESSOR

Q2 2011

$ million

     

PREDECESSOR

Q2 2010

$ million

           

SUCCESSOR

6M 2011

$ million

     

PREDECESSOR

6M 2010*

$ million

  
Interest on bank deposits      0.7         0.8            1.5         1.6   
Other interest receivable      0.2         0.3              0.7         0.7   
     0.9         1.1            2.2         2.3   
Post employment benefits:                   
– Expected return on plan assets      17.0         14.8              33.9         29.8   
       17.9         15.9              36.1         32.1   
                  
Continuing operations      17.9         15.9            36.1         32.0   
Discontinued operations      –         –              –         0.1   
       17.9         15.9              36.1         32.1   

* Re-presented (see note 7)

 

6   OTHER FINANCE (EXPENSE)/INCOME

 

     

SUCCESSOR

Q2 2011

$ million

     

PREDECESSOR

Q2 2010

$ million

          

SUCCESSOR

6M 2011

$ million

    

PREDECESSOR

6M 2010

$ million

  
Derivative financial instruments:                 

– Gain on derivatives in designated hedging relationships

      –          1.9          –        2.5  

– (Loss)/gain on embedded derivatives

      (0.2)         –           2.8       –   
Currency translation (loss)/gain on hedging instruments      (0.3)         (2.0 )         7.8       (5.0 ) 
Loss on redemption of notes      –          –             (0.1 )      –   
       (0.5)         (0.1 )           10.5       (2.5 ) 

Other finance (expense)/income is wholly attributable to continuing operations.

 

F-109

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

7 DISCONTINUED OPERATIONS

 

A) BACKGROUND

Discontinued operations represent the Group’s Schrader Electronics and Schrader International businesses, which together constitute the Sensors & Valves operating segment. Schrader Electronics, which is based in Northern Ireland, is a designer and manufacturer of Tire Pressure Monitoring Systems and sells primarily into automotive OE markets in the US. Schrader International manufactures a range of automotive products including gauges and valves, which are sold mainly in the US and Europe.

In 6M 2010, the Group recognized an additional net loss of $4.1 million in relation to discontinued operations that were sold in previous years, of which a net loss of $3.3 million was recognized in Q2 2010.

 

B) RESULTS AND CASH FLOWS

The profit for the period from discontinued operations may be analyzed as follows:

 

     

SUCCESSOR

Q2 2011

$ million

    

PREDECESSOR

Q2 2010

$ million

          

SUCCESSOR

6M 2011

$ million

    

PREDECESSOR

6M 2010

$ million

  

Profit for the period

                

Sales

      116.5       102.1          237.3       201.8  

Cost of sales

      (85.1 )      (71.5 )           (172.3 )      (146.2 ) 

Gross profit

      31.4       30.6          65.0       55.6  

Distribution costs

      (7.4 )      (8.2 )         (14.9 )      (14.2 ) 

Administrative expenses

      (14.3 )      (11.0 )         (26.1 )      (20.3 ) 

Share of profit/(loss) of associates

      0.1       0.1            (0.1 )      (0.1 ) 

Operating profit

      9.8       11.5            23.9       21.0  

Investment income

      –        –             –        0.1  

Profit before tax

      9.8       11.5          23.9       21.1  

Income tax expense

      (1.9 )      (2.6 )           (5.5 )      (5.1 ) 

Profit after tax

      7.9       8.9            18.4       16.0  
               

Loss on disposal

                

Loss before tax

      –        (3.5 )         –        (4.7 ) 

Income tax benefit

      –        0.2            –        0.6  

Loss after tax

      –        (3.3 )           –        (4.1 ) 
                                          
Profit for the period from discontinued operations      7.9       5.6            18.4       11.9  

Cash flows arising from discontinued operations during the period were as follows:

 

     

SUCCESSOR

Q2 2011

$ million

    

PREDECESSOR

Q2 2010

$ million

          

SUCCESSOR

6M 2011

$ million

    

PREDECESSOR

6M 2010

$ million

  

Cash inflow from operating activities

      9.9       15.2          25.0       17.4  

Cash outflow from investing activities

      (0.9 )      (2.6 )         (2.8 )      (4.0 ) 

Cash outflow from financing activities

      0.9       –             0.9       –   
Net increase in net cash and cash equivalents      9.9       12.6            23.1       13.4  

 

F-110

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

7 DISCONTINUED OPERATIONS (CONTINUED)

 

C) SALES AND ADJUSTED EBITDA

The sales and adjusted EBITDA of discontinued operations may be analyzed as follows:

 

             Sales           Adjusted EBITDA  
     

 

SUCCESSOR
Q2 2011

$ million

     

 

PREDECESSOR
Q2 2010

$ million

           

 

SUCCESSOR
Q2 2011

$ million

    

 

PREDECESSOR
Q2 2010

$ million

  

By operating segment

                  

Industrial & Automotive:

                  

– Sensors & Valves

      116.5         102.1             19.7       17.2  
                 

By origin

                  

US

      22.1        20.5           4.6       3.7  

UK

      66.4        55.2           11.1       9.0  

Rest of Europe

      19.0        17.3           3.3       4.0  

Asia

      0.1        0.2           (0.1 )      (0.3 ) 

Rest of the world

      8.9        8.9             0.8       0.8  
       116.5         102.1             19.7       17.2  

By destination

                

US

      53.7        59.9          

Rest of North America

      21.9        3.3          

UK

      1.4        1.2          

Rest of Europe

      23.6        22.1          

Asia

      5.9        5.9          

Rest of the world

      10.0        9.7          
       116.5         102.1          

 

             Sales           Adjusted EBITDA  
     

 

SUCCESSOR

6M 2011

$ million

     

 

PREDECESSOR
6M 2010

$ million

           

 

SUCCESSOR
6M 2011

$ million

    

 

PREDECESSOR
6M 2010

$ million

  

By operating segment

                  

Industrial & Automotive:

                  

– Sensors & Valves

      237.3        201.8             43.2       32.4  
                 

By origin

                  

US

      44.3        41.1           13.4       7.4  

UK

      137.3        108.2           22.6       16.4  

Rest of Europe

      37.9        35.8           6.0       7.2  

Asia

      0.2        0.3           (0.2 )      0.1  

Rest of the world

      17.6        16.4             1.4       1.3  
       237.3        201.8             43.2       32.4  

By destination

                

US

      128.1         116.8           

Rest of North America

      26.1         6.5           

UK

      3.0         2.2           

Rest of Europe

      48.3         46.6           

Asia

      12.5         11.5           

Rest of the world

      19.3         18.2           
       237.3        201.8          

 

F-111

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

7 DISCONTINUED OPERATIONS (CONTINUED)

 

D) RECONCILIATION TO ADJUSTED EBITDA

Reconciliation of profit for the period from discontinued operations to adjusted EBITDA:

 

     

SUCCESSOR

Q2 2011

$ million

    

PREDECESSOR

Q2 2010

$ million

           

SUCCESSOR

6M 2011

$ million

    

PREDECESSOR

6M 2010

$ million

  
Profit for the period from discontinued operations      7.9        5.6            18.4        11.9   

Loss on disposal

      –         3.3              –         4.1   

Profit for the period

      7.9        8.9            18.4        16.0   

Income tax expense

      1.9        2.6              5.5        5.1   

Profit before tax

      9.8        11.5            23.9        21.1   

Net finance income

      –         –               –         (0.1)   

Operating profit

      9.8        11.5            23.9        21.0   

Amortization

      3.0        0.2            5.8        0.5   

Depreciation

      6.8        5.3              12.9        10.5   

EBITDA

      19.6        17.0            42.6        32.0   

Share-based incentives

      0.1        0.2              0.6        0.4   

Adjusted EBITDA

      19.7        17.2              43.2        32.4   

 

8 CASH FLOW FROM OPERATIONS

 

     

SUCCESSOR

Q2 2011

$ million

    

PREDECESSOR

Q2 2010

$ million

           

SUCCESSOR

6M 2011

$ million

    

PREDECESSOR

6M 2010

$ million

  

Profit for the period

      3.5        104.1            11.2        188.8   

Interest expense

      80.2        23.9            171.3        48.0   

Investment income

      (17.9)        (15.9)            (36.1)        (32.1)   

Other finance expense/(income)

      0.5        0.1            (10.5)        2.5   

Income tax expense

      16.9        38.8              36.2        67.6   
Operating profit from continuing and discontinued operations      83.2        151.0            172.1        274.8   
Share of profit of associates      (0.8)        (0.2)            (1.1)        (0.3)   
Amortization of intangible assets      41.5        5.8            83.0        11.6   
Depreciation of property, plant and equipment      54.9        40.5            106.9        80.8   
Loss/(gain) on disposal of businesses:                 
– Continuing operations      0.1        0.4            (0.1)        (1.0)   
– Discontinued operations      –         3.5            –         4.7    
Loss/(gain) on sale of property, plant and equipment      0.1        0.6            0.4        (0.5)   
Share-based incentives      25.0        3.4            50.2        5.8   
Decrease in post-employment benefit obligations      (14.1)        (11.4)            (39.4)        (25.1)   
Decrease in provisions      (9.9)        (0.3)              (18.5)        (22.3)   
     180.0        193.3            353.5        328.5   

Movements in working capital:

                 

– Decrease/(increase) in inventories

      15.0        (44.1)            (18.6)        (81.3)   

– Increase in receivables

      (34.0)        (69.1)            (144.0)        (186.5)   

– (Decrease)/increase in payables

      (8.5)        42.8              24.1        39.3   

Cash generated from operations

      152.5        122.9              215.0        100.0   

 

F-112

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

9 GOODWILL

 

      $ million    

Carrying amount

   

As at December 31, 2010

      1,745.4    

Purchase accounting adjustments

      7.4    

Transfer to assets held for sale

      (120.3)    

Foreign currency translation

      64.4    

As at July 2, 2011

      1,696.9    

During 2011, management reviewed its assessment of the fair values at the acquisition date of the acquired net assets of Tomkins and made a net adjustment to goodwill of $7.4 million. This adjustment is not considered to be material and comparative periods have therefore not been restated. The adjustment may be analyzed as follows:

 

     

Provisional

fair value

$ million

     

Purchase
accounting
adjustments

$ million

     

Revised  

fair value  

$ million  

  

Identifiable intangible assets

      2,301.9         (9.5)         2,292.4    

Property, plant and equipment

      1,353.3         3.2         1,356.5    

Trade and other payables

      (813.1)         (3.0)         (816.1)    

Deferred tax liabilities

      (820.5)         8.9         (811.6)    

Provisions

      (102.3)         (7.0)         (109.3)    

Additional goodwill recognized

         7.4      

 

10 OTHER INTANGIBLES

 

     

Brands and

trade names

$ million

     

Customer
relationships

$ million

     

Technology

and know-how

$ million

     

Computer
software

$ million

     

Total  

$ million  

  

Carrying amount

               

As at December 31, 2010

      325.9         1,602.5         325.8         14.3         2,268.5    

Additions

      –          –          0.3         4.1          4.4    

Purchase accounting adjustments (see note 9)

      5.0         (30.6)         8.5         7.6         (9.5)    

Amortization charge for the period

      –          (53.7)         (24.1)         (5.2)         (83.0)    

Transfers to assets held for sale

      (7.0)         (93.1)         (73.9)         (2.1)         (176.1)    

Disposals

      –          –          (0.8)         –          (0.8)    

Foreign currency translation

      0.2         45.9         2.7         0.1         48.9    

As at July 2, 2011

      324.1         1,471.0         238.5         18.8         2,052.4    

 

11 PROPERTY, PLANT AND EQUIPMENT

 

      $ million    

Carrying amount

   

As at December 31, 2010

      1,359.1    

Additions

      55.9    

Purchase accounting adjustments (see note 9)

      3.2    

Depreciation charge for the period

      (106.9)    

Transfers to assets held for sale

      (326.1)    

Disposals

      (6.5)    

Foreign currency translation

      29.4    

As at July 2, 2011

      1,008.1    

 

F-113

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

12 TRADE AND OTHER RECEIVABLES

 

     

As at

July 2,

2011

$ million

     

As at

December 31,

2010

$ million

  

Current assets

      

Financial assets:

      

– Trade receivables

      770.0         761.1   

– Derivative financial instruments (see note 17)

      0.8         0.6   

– Collateralized cash

      18.3         47.0   

– Other receivables

      56.4         58.4   
       845.5         867.1   

Non-financial assets:

      

– Prepayments

      37.6         47.4   
       883.1         914.5   

Non-current assets

      

Financial assets:

      

– Derivative financial instruments (see note 17)

      0.7         0.9   

– Other receivables

      12.6         13.0   
       13.3         13.9   

Non-financial assets:

      

– Prepayments

      10.6         12.3   
       23.9         26.2   

 

13 INVENTORIES

 

     

As at

July 2,

2011

$ million

     

As at

December 31,

2010

$ million

  

Raw materials and supplies

      210.5         225.5   

Work in progress

      56.5         90.8   

Finished goods and goods held for sale

      364.0         377.2   
       631.0         693.5   

 

14 ASSETS HELD FOR SALE

During the second quarter of 2011, management began actively seeking prospective buyers for its Stackpole, Schrader and Ideal businesses.

Stackpole, a Canadian-based manufacturer of powertrain components, systems, assemblies and powder metal components, primarily for use in automotive engines and transmissions, is included in the Power Transmission operating segment and operates predominantly in North America and Europe. As described in note 21, Stackpole was sold on August 2, 2011.

The Schrader group consists of our Schrader Electronics and Schrader International businesses, together comprising the Sensors & Valves operating segment, which has consequently been classified as a discontinued operation. Schrader Electronics, which is based in Northern Ireland, is a designer and manufacturer of Tire Pressure Monitoring Systems and sells primarily into automotive OE markets in the US. Schrader International manufactures a range of automotive products including gauges and valves, which are sold mainly in the US and Europe.

Ideal is a leading manufacturer of gear clamps primarily for the automotive aftermarket, selling principally in the United States, Mexico and China under a variety of brands. It is included in the Other Industrial & Automotive operating segment.

During the third quarter of 2010, management began actively seeking prospective buyers for Plews Inc., as a result of which its assets and liabilities were classified as held for sale. Plews Inc. was sold on April 20, 2011.

Assets held for sale also include vacant properties no longer required by the Group for its manufacturing operations.

 

F-114

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

14 ASSETS HELD FOR SALE (CONTINUED)

Assets classified as held for sale and directly associated liabilities were as follows:

 

     

As at

July 2,

2011

$ million

    

As at

December 31,

2010

$ million

  

Assets held for sale

     

Goodwill

      120.3        –   

Other intangible assets

      176.1        –   

Property, plant and equipment

      326.9        7.3  

Investments in associates

      18.0        –   

Deferred tax assets

      0.3        3.8  

Inventories

      96.7        7.5  

Trade and other receivables

      170.8        18.0  
                  
     909.1        36.6  
                  

Liabilities directly associated with assets held for sale

     

Trade and other payables

      (135.9 )      (7.4 ) 

Provisions

      (8.7 )      (0.7 ) 

Deferred tax liabilities

      (56.0 )      –   
                  
     (200.6 )      (8.1 ) 
                  
     708.5        28.5  
                  

 

15 BORROWINGS

 

     As at July 2, 2011      As at December 31, 2010  
     

Current
liabilities

$ million

     

Non-current
liabilities

$ million

     

Total

$ million

     

Current

liabilities

$ million

     

Non-current
liabilities

$ million

     

Total

$ million

  

Carrying amount

                  

Bank overdrafts

      4.4         –         4.4         7.1         –         7.1   

Bank and other loans:

                  

– Secured

      26.4         2,879.1         2,905.5         38.1         2,872.3         2,910.4   

– Unsecured

      192.0         21.6         213.6         217.6         26.6         244.2   
       218.4         2,900.7         3,119.1         255.7         2,898.9         3,154.6   
       222.8         2,900.7         3,123.5         262.8         2,898.9         3,161.7   

The Group’s secured borrowings are jointly and severally, irrevocably and fully and unconditionally guaranteed by certain of the Company’s direct and indirect subsidiaries and secured by liens on substantially all of their assets. An analysis of the security given is presented in note 22.

The carrying amount of borrowings includes the following items, each of which are being amortized to profit or loss over the term of the related borrowings using the effective interest method:

 

  •  

costs incurred on the arrangement and subsequent re-pricing of the Term Loan A and Term Loan B credit facilities and on the issuance of the Second Lien Notes;

 

  •  

the fair value on inception of the interest rate floor (an embedded derivative) that applies to amounts drawn down under the Term Loan A and Term Loan B credit facilities and the change in the fair value of the interest rate floor that resulted from the subsequent re-pricing of the facilities; and

 

  •  

a purchase accounting adjustment to reflect the excess of the fair value of the 2011 Notes and the 2015 Notes over their principal amount on the effective date of the acquisition of Tomkins.

The carrying amount of borrowings may be reconciled to the principal amount outstanding as follows:

 

     

As at

July 2,

2011

$ million

    

As at

December 31,

2010

$ million

  

Carrying amount

      3,123.5        3,161.7  

Issue costs

      179.2        173.8  

Interest rate floor

      42.5        66.1  

Purchase accounting adjustment

      (3.0 )      (6.4 ) 

Accrued interest payable

      (35.1 )      (27.7 ) 

Principal amount

      3,307.1        3,367.5  

 

F-115

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

15 BORROWINGS (CONTINUED)

The principal amount of borrowings may be analyzed as follows:

 

     As at July 2, 2011      As at December 31, 2010  
     

Current
liabilities

$ million

     

Non-current
liabilities

$ million

     

Total

$ million

     

Current

liabilities

$ million

     

Non-current
liabilities

$ million

     

Total

$ million

  

Principal amount

                  

Bank overdrafts

      4.4         –         4.4         7.1         –         7.1   

Bank and other loans:

                  

– Secured

                  

Term Loan A

      29.6         251.6         281.2         29.6         266.4         296.0   

Term Loan B

      16.8         1,652.1         1,668.9         16.8         1,660.5         1,677.3   

Second Lien Notes

      –         1,150.0         1,150.0         –         1,150.0         1,150.0   
     46.4         3,053.7         3,100.1         46.4         3,076.9         3,123.3   

– Unsecured

                  

2011 Notes

      163.9         –         163.9         165.5         –         165.5   

2015 Notes

      –         21.3         21.3         –         26.5         26.5   

Other loan notes

      16.1         –         16.1         45.1         –         45.1   

Other bank loans

      1.0         0.3         1.3         –         –         –   
       181.0         21.6         202.6         210.6         26.5         237.1   
       231.8         3,075.3         3,307.1         264.1         3,103.4         3,367.5   

Bank loans

Senior Secured Credit Facilities

The Group has Senior Secured Credit Facilities consisting of a Term Loan A credit facility, a Term Loan B credit facility and a senior secured revolving credit facility. The Term Loan A credit facility and the revolving credit facility mature on September 29, 2015 and the Term Loan B credit facility matures on September 29, 2016.

The Term Loan A credit facility is subject to quarterly amortization payments of 2.5% and the Term Loan B credit facility is subject to quarterly amortization payments of 0.25%, in each case based on the original principal amount less certain prepayments with the balance payable on maturity. During 6M 2011, the Group made quarterly amortization payments totaling $14.8 million against the Term Loan A facility and $8.4 million against the Term Loan B facility. As at July 2, 2011, the principal amount outstanding under the Term Loan A credit facility was $281.2 million and that under the Term Loan B credit facility was $1,668.9 million.

The revolving credit facility provides for multi-currency revolving loans and letters of credit up to an aggregate principal amount of $300.0 million, with a letter of credit sub-facility of $100.0 million. As at July 2, 2011, there were no drawings for cash under the revolving credit facility but there were letters of credit outstanding amounting to $38.7 million.

Borrowings under the Senior Secured Credit Facilities bear interest at a floating rate, which can be either LIBOR plus an applicable margin or, at the Group’s option, a base rate as defined in the credit agreement plus an applicable margin. LIBOR and the base rate are both subject to floors. On inception of the facilities, the applicable margin for the Term Loan B credit facility was 4.5% per annum for LIBOR and 3.5% per annum for base rate. The applicable margin for the Term Loan A credit facility and the revolving credit facility was between 3.75% and 4.25% per annum for LIBOR and 2.75% and 3.25% per annum for base rate depending on a total leverage to EBITDA ratio. LIBOR was subject to a 1.75% floor and base rate was subject to a 2.75% floor. Effective February 17, 2011, the Group agreed with the providers of the Senior Secured Credit Facilities a re-pricing of Term Loan A and Term Loan B and amendments to certain of the covenants attaching to the facilities. For both Term Loan A and Term Loan B the applicable margin for LIBOR was reduced to 3.0% per annum, with LIBOR being subject to a 1.25% floor, and the applicable margin for base rate was reduced to 2.0% per annum, with base rate being subject to a 2.25% floor. Management considered that the re-pricing did not cause a substantial change in the net present value of the expected future cash flows in relation to the facilities. Accordingly, the Group recognized neither a gain nor a loss on the re-pricing and recognized the associated costs of $23.4 million and the decrease of $18.1 million in the interest rate floor liability as adjustments to the carrying amounts of the borrowings outstanding under the facilities.

In addition, during Q2 2011, the Group agreed with the providers of the Senior Secured Credit Facilities further amendments to the credit agreement, primarily an increase in the value of permitted prepayments of junior debt outstanding under other facilities. The costs of $3.2 million associated with these revisions were recognized as adjustments to the carrying amounts of the borrowings outstanding under the Senior Secured Credit Facilities.

As at July 2, 2011, borrowings under both Term Loan A and Term Loan B attracted an interest rate of 4.25% per annum (in both cases, to be next re-set on September 30, 2011). Each letter of credit issued under the revolving credit facility attracts a participation fee equal to the applicable LIBOR margin under the revolving credit facility to the maximum amount available to be drawn and a fronting fee of the greater of 0.25% of the maximum amount available to be drawn and $1,500 per annum. An unused line fee of 0.75% per annum is based on the unused portion of the revolving credit facility (which may decrease to 0.5% per annum based on a total leverage to EBITDA ratio).

 

F-116

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

15 BORROWINGS (CONTINUED)

 

Other borrowings

Second Lien Notes

As at July 2, 2011, the Group had outstanding $1,150.0 million 9% Senior Secured Second Lien Notes (the ‘Second Lien Notes’).

The Second Lien Notes mature on October 1, 2018.

On and after October 1, 2014, the Group may redeem the Second Lien Notes, at its option, in whole at any time or in part from time to time, at the following redemption prices (expressed as percentage of the principal amount), plus accrued and unpaid interest to the redemption date:

 

      Redemption price  

During the year commencing:

   

– October 1, 2014

      104.50%   

– October 1, 2015

      102.25%   

– October 1, 2016 and thereafter

      100.00%   

At any time prior to October 1, 2014, the Group may redeem the Second Lien Notes at its option, in whole at any time or in part from time to time, at 100% of the principal amount thereof plus the greater of (i) 1% of the principal amount and (ii) the excess of the present value at the redemption date of the redemption price as at October 1, 2014 and the required interest payments due from the redemption date to October 1, 2014 (discounted using an appropriate US Treasury Rate plus 50 basis points) over the principal amount, plus accrued and unpaid interest to the redemption date.

At any time, or from time to time, prior to October 1, 2013, but not more than once in any twelve-month period, the Group may redeem up to 10% of the original aggregate principal amount of the Second Lien Notes at a redemption price of 103% of the principal amount thereof plus accrued and unpaid interest thereon up to but not including the redemption date.

On August 3, 2011, we issued notice to the holders of the Second Lien Notes of our intention to exercise this call option in full, which will become effective on September 2, 2011. The redemption of $115.0 million will be funded by the proceeds from the disposal of Stackpole (see note 21).

Notwithstanding the foregoing, at any time and from time to time prior to October 1, 2013, the Group may redeem in the aggregate up to 35% of the original aggregate principal amount of the Second Lien Notes (calculated after giving effect to any issuance of additional Second Lien Notes) with the net cash proceeds of equity offerings by Pinafore Coöperatief U.A., the Company’s parent undertaking, or certain of its subsidiaries at a redemption price of 109% of the principal amount thereof plus accrued and unpaid interest thereon up to but not including the redemption date, provided that at least 65% of the original aggregate principal amount of the Second Lien Notes remain outstanding after each such redemption (calculated after giving effect to any issuance of additional Second Lien Notes) and the Group satisfies certain other conditions.

In the event of a change of control over the Company, each holder will have the right to require the Group to repurchase all or any part of such holder’s Second Lien Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase, except to the extent that the Group has previously elected to redeem the Second Lien Notes.

2011 Notes and 2015 Notes

When it was acquired by the Group, Tomkins had in issue 8% notes repayable at par on December 20, 2011 (the ‘2011 Notes’) and 6.125% notes repayable at par on September 16, 2015 (the ‘2015 Notes’).

During 2011, the Group settled £4.9 million of the 2011 Notes for which acceptances were received in response to its offer to purchase that was made on December 30, 2010. Also during 2011, the Group elected to settle £4.0 million of the 2015 Notes following a request from one of the holders. As at July 2, 2011, the principal amount outstanding of the 2011 Notes was £102.1 million and that of the 2015 Notes was £13.2 million.

Other loan notes

Other loan notes principally comprise the loan notes that certain shareholders in Tomkins Limited elected to receive as an alternative to cash in respect of all or part of the consideration payable to them by the Group on the acquisition of Tomkins (the ‘Loan Note Alternative’).

The loan notes fall due for repayment, at par, on December 31, 2015. From June 30, 2011 until December 31, 2015, each holder has the right to require full or part repayment, at par, half-yearly on June 30 and December 31 and for this reason these loan notes are classified as current liabilities. The Group may purchase some or all of the loan notes at any time and at any price by tender, private treaty or otherwise.

During Q2 2011, holders of loan notes with a principal amount of £19.0 million requested repayment. As at July 2, 2011, loan notes with a principal amount of £10.0 million were still outstanding under the Loan Note Alternative. The loan notes accrue interest at the higher of 0.8% below LIBOR and 0% (to be next re-set on January 1, 2012).

Although the loan notes are unsecured, the Group is required to retain in an escrow account cash equivalent to the nominal amount of the outstanding loan notes.

 

F-117

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

16 TRADE AND OTHER PAYABLES

 

     

As at

July 2,

2011

          $ million

     

As at

December 31,

2010

$ million

  

Current liabilities

      

Financial liabilities:

      

– Trade payables

      382.8         419.3   

– Other taxes and social security

      23.2         25.1   

– Derivative financial instruments (see note 17)

      0.4         0.9   

– Other payables

      43.6         64.2   
       450.0         509.5   

Non-financial liabilities:

      

– Accruals and deferred income

      157.8         194.9   
       607.8         704.4   

Non-current liabilities

      

Financial liabilities:

      

– Derivative financial instruments (see note 17)

      26.1         48.3   

– Other payables

      10.7         8.3   
       36.8         56.6   

Non-financial liabilities:

      

– Accruals and deferred income

      0.7         8.8   
       37.5         65.4   

 

17 DERIVATIVE FINANCIAL INSTRUMENTS

The carrying amount of derivative financial instruments held by the Group was as follows:

 

     As at July 2, 2011           As at December 31, 2010  
     

        Assets

$ million

     

    Liabilities

$ million

     

          Total

$ million

           

        Assets

$ million

     

    Liabilities

$ million

     

        Total

$ million

  

Hedging activities

                     

Translational hedges:

                     

– Currency swaps

      0.7         (0.1)         0.6               0.9         (1.4)         (0.5)   
       0.7         (0.1)         0.6               0.9         (1.4)         (0.5)   

Transactional hedges:

                     

– Currency forwards

      0.8         –          0.8             0.6         (0.1)         0.5   

– Commodity contracts

      –         (0.4)         (0.4)              –         (0.8)         (0.8)   
       0.8         (0.4)         0.4               0.6         (0.9)         (0.3)   
       1.5         (0.5)         1.0               1.5         (2.3)         (0.8)   

Other items

                     

Embedded derivatives

      –         (26.0)         (26.0)              –         (46.9)         (46.9)   
       1.5         (26.5)         (25.0)              1.5         (49.2)         (47.7)   

Classified as:

                     

– Current

      0.8         (0.4)         0.4             0.6         (0.9)         (0.3)   

– Non-current

      0.7         (26.1)         (25.4)              0.9         (48.3)         (47.4)   
       1.5         (26.5)         (25.0)              1.5         (49.2)         (47.7)   

 

18 POST-EMPLOYMENT BENEFIT OBLIGATIONS

The net liability recognized as at July 2, 2011 in respect of post-employment benefits was as follows:

 

     

Pensions

$ million

     

Other post-
employment benefits

$ million

     

Total

$ million

  

Present value of the benefit obligation

      (1,131.5)         (128.5)         (1,260.0)   

Fair value of plan assets

      1,064.4         –          1,064.4   
     (67.1)         (128.5)         (195.6)   

Effect of the asset ceiling

      (46.9)         –          (46.9)   

Net liability

      (114.0)         (128.5)         (242.5)   

 

F-118

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

18 POST-EMPLOYMENT BENEFIT OBLIGATIONS (CONTINUED)

The net liability is presented in the Group’s balance sheet as follows:

 

     

Pensions

$ million

     

Other post-
employment benefits

$ million

     

Total

$ million

  

Surpluses

      6.4         –          6.4   

Deficits

      (120.4)         (128.5)         (248.9)   

Net liability

      (114.0)         (128.5)         (242.5)   

Changes in the net liability during 6M 2011 were as follows:

 

     

Pensions

$ million

     

Other post-
employment benefits

$ million

     

Total

$ million

  

Net liability as at December 31, 2010

      (145.6)         (130.0)         (275.6)   

– Current service cost

      (1.6)         –          (1.6)   

– Interest cost

      (29.3)         (3.3)         (32.6)   

– Expected return on plan assets

      33.9         –          33.9   

– Net actuarial gain

      13.2         –          13.2   

– Contributions

      34.4         5.9         40.3   

– Foreign currency translation

      (1.1)         (1.1)         (2.2)   
       (96.1)         (128.5)         (224.6)   

Effect of the asset ceiling

      (17.9)         –          (17.9)   

Net liability as at July 2, 2011

      (114.0)         (128.5)         (242.5)   

The weighted average discount rates used in determining the net liability were as follows:

 

     

As at

July 2,

2011

     

As at

December 31,

2010

  

Pensions:

      

– UK

      5.50%         5.50%   

– US

      5.38%         5.38%   

– Other countries

      4.57%         4.52%   

Other benefits

      5.28%         5.28%   

 

19 PROVISIONS

 

      $ million  

As at December 31, 2010

      91.0  

Charge for the period

      38.3  

Purchase accounting adjustment (see note 9)

      7.0  

Utilized during the period

      (43.8 ) 

Released during the period

      (12.5 ) 

Disposal of subsidiaries

      (0.7 ) 

Foreign currency translation

      2.6  

As at July 2, 2011

      81.9  

Provisions are presented in the Group’s balance sheet as follows:

 

     

As at

July 2,

2011

$ million

     

As at

December 31,

2010

$ million

  

Ongoing businesses:

      

– Current liabilities

      44.6         65.6   

– Non-current liabilities

      28.6         24.7   
     73.2         90.3   

Businesses to be sold (see note 14)

      8.7         0.7   
       81.9         91.0   

 

20 CONTINGENCIES

The Group is, from time to time, party to legal proceedings and claims, which arise in the ordinary course of business. The Directors do not anticipate that the outcome of any current proceedings or known claims, either individually or in aggregate, will have a material adverse effect upon the Group’s financial position.

 

F-119

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

21 SUBSEQUENT EVENTS

Disposal of Stackpole

On August 2, 2011, the Group finalized the sale of its Stackpole business, which specializes in powder metal and engineered powertrain components. Stackpole is included in the Power Transmission operating segment and operates predominantly in North America and Europe, generating annual sales of approximately $290 million. The business was sold to an affiliated investment fund of the Sterling Group, a Houston based private equity investment firm, for a cash consideration of $285 million.

Issue of management shares

Following the acquisition of Tomkins, certain members of the Tomkins management team invested in the Group by way of subscribing for ‘B’ shares in the Company. During 2011, cash invested by the management team of $0.7 million was returned to those investors as a result of changes within the management team. On July 13, 2011, 8,509 ‘B’ ordinary shares in the Company were issued for $16.9 million.

 

22 CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The Senior Secured Credit Facilities and the Second Lien Notes were issued by Tomkins, Inc. and Tomkins, LLC (the ‘Issuers’), which are both wholly-owned subsidiaries of the Company, and are jointly and severally, irrevocably and fully and unconditionally guaranteed by the Company and certain other of the Company’s wholly-owned subsidiaries (‘the Guarantors’).

Supplemental condensed consolidating financial information is presented below comprising the Group’s income statements and cash flow statements for Q2 2011, Q2 2010, 6M 2011 and 6M 2010 and its balance sheets as at July 2, 2011 and December 31, 2010, showing the amounts attributable to the Company, the Issuers and those of its other subsidiaries that were Guarantors as at July 2, 2011 separately from the amounts attributable to those of its subsidiaries that were not Guarantors. The condensed consolidating financial information is prepared in accordance with the Group’s accounting policies, except that investments in subsidiaries are accounted for by their parent company under the equity method of accounting. Under the equity method of accounting, the parent company’s income statement includes on one line its share of the profit or loss of its subsidiary undertakings and the parent company’s balance sheet includes on one line its share of the net assets of its subsidiary undertakings.

 

A) CONSOLIDATED INCOME STATEMENT

 

Q2 2011   

Company

$ million

     

Issuers

$ million

     

Other
guarantor
subsidiaries

$ million

     

Non-

guarantor

subsidiaries

$ million

     

Consolidation
adjustments

$ million

     

Group

$ million

  

Continuing operations

                  

Sales

      –          –          787.3          626.1          (172.2)         1,241.2    

Cost of sales

      –          –          (563.3)         (462.3)         172.2          (853.4)   

Gross profit

      –          –          224.0          163.8          –          387.8    

Distribution costs

      –          –          (87.5)         (42.9)         –          (130.4)   

Administrative expenses

      (0.3)         (0.4)         (117.2)         (54.6)         –          (172.5)   

Transaction costs

      –          –          (0.4)         –          –          (0.4)   

Restructuring costs

      –          –          (13.4)         0.6          –          (12.8)   
Net gain/(loss) on disposals and on the exit of businesses      –          –          1.2          (0.2)         –          1.0    

Share of profit of associates

      –          –          0.7          –          –          0.7    

Operating (loss)/profit

      (0.3)         (0.4)         7.4          66.7          –          73.4    
                 

Interest expense

      –          (61.2)         (74.1)         (12.0)         67.1          (80.2)   

Investment income

      –          57.6          21.4        6.0          (67.1)         17.9    

Other finance expense

      –          (0.2)         (0.1)         (0.2)         –          (0.5)   

Net finance costs

      –          (3.8)         (52.8)         (6.2)         –          (62.8)   

Share of (losses)/profits of subsidiaries under the equity method

      (2.3)         –          24.6          –          (22.3)         –    

(Loss)/profit before tax

      (2.6)         (4.2)         (20.8)         60.5          (22.3)         10.6    

Income tax benefit/(expense)

      –          3.6          11.7          (20.8)         (9.5)         (15.0)   
(Loss)/profit from continuing operations      (2.6)         (0.6)         (9.1)         39.7          (31.8)         (4.4)   
                 

Discontinued operation

                  
Profit for the period from discontinued operations      –          –          6.7         1.2          –          7.9    

(Loss)/profit for the period

      (2.6)         (0.6)         (2.4)         40.9         (31.8)         3.5    

Non-controlling interests

      –          –          –          (6.1)         –          (6.1)   
(Loss)/profit for the period attributable to equity shareholders      (2.6)         (0.6)         (2.4)         34.8          (31.8)         (2.6)   

 

F-120

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

22 CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

 

B) CONSOLIDATED INCOME STATEMENT

 

Q2 2010   

Company

$ million

     

Issuers

$ million

     

Other
guarantor
subsidiaries

$ million

     

Non-

guarantor

subsidiaries

$ million

     

Consolidation
adjustments

$ million

     

Group

$ million

  

Continuing operations

                  

Sales

      –          –          742.9         550.3         (133.7)         1,159.5   

Cost of sales

      –          –          (512.7)         (395.1)         134.7         (773.1)   

Gross profit

      –          –          230.2         155.2         1.0         386.4   

Distribution costs

      –          –          (85.7)         (39.8)         –          (125.5)   

Administrative expenses

      –          –          (70.3)         (38.0)         –          (108.3)   

Transaction costs

      –          –          (2.7)         –          –          (2.7)   

Restructuring costs

      –          –          (3.0)         (3.6)         –          (6.6)   
Net gain/(loss) on disposals and on the exit of businesses      –          –          0.8         (1.2)         –          (0.4)   

Share of profit of associates

      –          –          0.1         –          –          0.1   

Operating profit

      –          –          69.4         72.6         1.0         143.0   
                 

Interest expense

      –          –          (23.8)         (7.3)         7.2         (23.9)   

Investment income

      –          –          17.6         5.5         (7.2)         15.9   

Other finance expense

      –          –          (0.1)         –          –          (0.1)   

Net finance costs

      –          –          (6.3)         (1.8)         –          (8.1)   
Share of profits of subsidiaries under the equity method      –          –          42.7         –          (42.7)         –    

Profit before tax

      –          –          105.8         70.8         (41.7)         134.9   

Income tax expense

      –          –          (15.4)         (20.3)         (0.7)         (36.4)   
Profit for the period from continuing operations      –          –          90.4         50.5         (42.4)         98.5   
                 

Discontinued operations

                  
Profit for the period from discontinued operations      –          –          3.7         1.9         –          5.6   

Profit for the period

      –          –          94.1         52.4         (42.4)         104.1   

Non-controlling interests

      –          –          –          (10.0)         –          (10.0)   
Profit for the period attributable to equity shareholders      –         –         94.1         42.4         (42.4)         94.1   

 

F-121

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

22 CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

 

C) CONSOLIDATED INCOME STATEMENT

 

6M 2011   

Company

$ million

     

Issuers

$ million

     

Other
guarantor
subsidiaries

$ million

     

Non-

guarantor

subsidiaries

$ million

     

Consolidation
adjustments

$ million

     

Group

$ million

  

Continuing operations

                  

Sales

      –          –          1,572.8          1,246.8          (356.3)         2,463.3    

Cost of sales

      –          –          (1,127.2)         (919.1)         356.3          (1,690.0)   

Gross profit

      –          –          445.6          327.7          –          773.3    

Distribution costs

      –          –          (179.3)         (84.2)         –          (263.5)   

Administrative expenses

      (0.3)         (0.4)         (238.0)         (106.3)         –          (345.0)   

Transaction costs

      (0.1)         –          (0.7)         –          –          (0.8)   

Restructuring costs

      –          –          (26.0)         7.8          –          (18.2)   
Net gain/(loss) on disposals and on the exit of businesses      –          –          1.4          (0.2)         –          1.2    

Share of profit/(loss) of associates

      –          –          1.3          (0.1)         –          1.2    

Operating (loss)/profit

      (0.4)         (0.4)         4.3          144.7          –          148.2    
                 

Interest expense

      –          (128.7)         (161.1)         (21.0)         139.5          (171.3)   

Investment income

      –          120.9          42.9          11.8          (139.5)         36.1    

Other finance income/(expense)

      –          0.4          10.3          (0.2)         –          10.5    

Net finance costs

      –          (7.4)         (107.9)         (9.4)         –          (124.7)   
Share of (losses)/profits of subsidiaries under the equity method      (1.4)         –          88.6          –          (87.2)         –    

(Loss)/profit before tax

      (1.8)         (7.8)         (15.0)         135.3          (87.2)         23.5    

Income tax benefit/(expense)

      –          3.6          (2.9)         (31.9)         0.5          (30.7)   
(Loss)/profit for the period from continuing operations      (1.8)         (4.2)         (17.9)         103.4          (86.7)         (7.2)   
                 

Discontinued operation

                  
Profit for the period from discontinued operations      –          –          16.5          1.9          –          18.4    

(Loss)/profit for the period

      (1.8)         (4.2)         (1.4)         105.3          (86.7)         11.2    

Non-controlling interests

      –          –          –          (13.0)         –          (13.0)   
(Loss)/profit for the period attributable to equity shareholders      (1.8)         (4.2)         (1.4)         92.3          (86.7)         (1.8)   

 

F-122

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

22 CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

 

D) CONSOLIDATED INCOME STATEMENT

 

6M 2010   

Company

$ million

     

Issuers

$ million

     

Other
guarantor
subsidiaries

$ million

     

Non-

guarantor

subsidiaries

$ million

     

Consolidation
adjustments

$ million

     

Group

$ million

  

Continuing operations

                  

Sales

      –          –          1,420.3         1,077.4         (272.0)         2,225.7   

Cost of sales

      –          –          (987.1)         (784.9)         271.7         (1,500.3)   

Gross profit

      –          –          433.2         292.5         (0.3)         725.4   

Distribution costs

      –          –          (171.6)         (73.6)         –          (245.2)   

Administrative expenses

      –          –          (137.3)         (74.6)         –          (211.9)   

Transaction costs

      –          –          (2.7)         –          –          (2.7)   

Restructuring costs

      –          –          (4.6)         (3.9)         –          (8.5)   
Net gain on disposals and on the exit of businesses      –          –          0.5         0.5         –          1.0   

Share of profit of associates

      –          –          0.3         0.1         –          0.4   

Operating profit

      –          –          117.8         141.0         (0.3)         258.5   
                 

Interest expense

      –          –          (47.9)         (14.3)         14.2         (48.0)   

Investment income

      –          –          35.1         11.1         (14.2)         32.0   

Other finance expense

      –          –          (2.5)         –          –          (2.5)   

Net finance costs

      –          –          (15.3)         (3.2)         –          (18.5)   
Share of profits of subsidiaries under the equity method      –          –          87.4         –          (87.4)         –    

Profit before tax

      –          –          189.9         137.8         (87.7)         240.0   

Income tax expense

      –          –          (28.0)         (35.1)         –          (63.1)   
Profit for the period from continuing operations      –          –          161.9         102.7         (87.7)         176.9   
                 

Discontinued operations

                  
Profit for the period from discontinued operations      –          –          8.2         3.7         –          11.9   

Profit for the period

      –          –          170.1         106.4         (87.7)         188.8   

Non-controlling interests

      –          –          –          (18.7)         –          (18.7)   
Profit for the period attributable to equity shareholders      –          –          170.1         87.7         (87.7)         170.1   

 

F-123

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

22 CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

 

E) CONSOLIDATED CASH FLOW STATEMENT

 

Q2 2011  

Company

$ million

    

Issuers

$ million

    

Other
guarantor
subsidiaries

$ million

    

Non-

guarantor

subsidiaries

$ million

    

Consolidation
adjustments

$ million

    

Group

$ million

  

Operating activities

            

Cash (absorbed by)/generated from operations

     (0.2)        (0.6)        81.4        71.9        –         152.5   

Income taxes paid

     –         –         (10.5)        (20.1)        –         (30.6)   

Income taxes received

     –         –         0.1        0.9        –         1.0   
Net cash (outflow)/inflow from operating activities     (0.2)        (0.6)        71.0        52.7        –         122.9   

Investing activities

            

Purchase of property, plant and equipment

     –         –         (12.4)        (12.3)        –         (24.7)   

Purchase of computer software

     –         –         (2.6)        (0.5)        –         (3.1)   

Capitalization of development costs

     –         –         (0.3)        –         –         (0.3)   

Disposal of property, plant and equipment

     –         –         9.2        1.4        –         10.6   
Purchase of interests in subsidiaries, net of cash acquired     –         –         (3.9)        0.6        2.2        (1.1)   
Sale of businesses and subsidiaries, net of cash disposed     –         –         24.6        1.9        (1.9)        24.6   

Interest received

     –         57.5        6.3        4.0        (67.1)        0.7   

Dividends received from subsidiaries

     –         –         45.1        –         (45.1)        –    

Net cash inflow/(outflow) from investing activities

     –         57.5        66.0        (4.9)        (111.9)        6.7   

Financing activities

            

Issue of ordinary shares

     –         –         –         0.3        (0.3)        –    

Draw down of bank and other loans

     –         –         0.9        –         –         0.9   

Repayment of bank and other loans

     –         (11.6)        (37.1)        –         –         (48.7)   

Loans from/(to) Group companies

     0.9        (43.3)        55.6        (13.2)        –         –    

Payments on foreign currency derivatives

     –         –         (0.8)        –         –         (0.8)   

Capital element of finance lease rental payments

     –         –         –         (0.2)        –         (0.2)   

Decrease in collateralized cash

     –         –         30.5        0.1        –         30.6   

Purchase of non-controlling interest

     –         –         (13.1)        –         –         (13.1)   

Return of management investment

     (0.7)        –         –         –         –         (0.7)   

Interest paid

     –         (23.4)        (64.1)        (6.1)        67.1        (26.5)   

Financing costs paid

     –         (5.3)        –         –         –         (5.3)   

Equity dividend paid

     –         –         –         (45.1)        45.1        –    
Dividend paid to a minority shareholder in a subsidiary     –         –         –         (24.0)        –         (24.0)   
Net cash inflow/(outflow) from financing activities     0.2        (83.6)        (28.1)        (88.2)        111.9        (87.8)   
(Decrease)/increase in net cash and cash equivalents     –         (26.7)        108.9        (40.4)        –         41.8   
Net cash and cash equivalents at the beginning of the period     –         28.3        86.4        207.8        –         322.5   

Foreign currency translation

     –         –         (1.4)        2.7        –         1.3   
Net cash and cash equivalents at the end of the period     –         1.6         193.9         170.1         –         365.6   

 

F-124

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

22 CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

 

F) CONSOLIDATED CASH FLOW STATEMENT

 

Q2 2010  

Company

$ million

    

Issuers

$ million

    

Other
Guarantor
subsidiaries

$ million

    

Non-

guarantor

subsidiaries

$ million

    

Consolidation
adjustments

$ million

    

Group

$ million

  

Operating activities

            

Cash generated from operations

     –         –         71.6        51.3        –         122.9   

Income taxes paid

     –         –         (24.3)        (1.3)        –         (25.6)   

Income taxes received

     –         –         40.8        1.8        –         42.6   
                                                 

Net cash inflow from operating activities

     –         –         88.1        51.8        –         139.9   
                                                 

Investing activities

            

Purchase of property, plant and equipment

     –         –         (16.6)        (11.7)        –         (28.3)   

Purchase of computer software

     –         –         (1.3)        (0.5)        –         (1.8)   

Capitalization of development costs

     –         –         (0.3)        –         –         (0.3)   

Disposal of property, plant and equipment

     –         –         13.6        0.9        –         14.5   
Purchase of interests in subsidiaries, net of cash acquired     –         –         (5.0)        (0.5)        1.6        (3.9)   
Sale of businesses and subsidiaries, net of cash disposed     –         –         (0.3)        (0.1)        0.1        (0.3)   

Interest received

     –         –         5.1        3.5        (7.3)        1.3   

Dividends received from associates

     –         –         0.3        –         –         0.3   

Dividends received from subsidiaries

     –         –         14.3        –         (14.3)        –    
                                                 

Net cash inflow/(outflow) from investing activities

     –         –         9.8        (8.4)        (19.9)        (18.5)   
                                                 

Financing activities

            

Issue of ordinary shares

     –         –         0.9        1.7        (1.7)        0.9   

Repayment of bank and other loans

     –         –         –         (0.1)        –         (0.1)   

Loans from/(to) Group companies

     –         –         19.2        (19.2)        –         –    

Payments on foreign currency derivatives

     –         –         (15.5)        –         –         (15.5)   

Capital element of finance lease rental payments

     –         –         (0.1)        (0.2)        –         (0.3)   

Increase in collateralized cash

     –         –         (0.1)        –         –         (0.1)   

Interest paid

     –         –         (10.3)        (4.4)        7.3        (7.4)   

Equity dividend paid

     –         –         (56.9)        (14.3)        14.3        (56.9)   
                                                 

Net cash outflow from financing activities

     –         –         (62.8)        (36.5)        19.9        (79.4)   
                                                 

Increase in net cash and cash equivalents

     –         –         35.1        6.9        –         42.0   
Net cash and cash equivalents at the beginning of the period     –         –         107.5        178.7        –         286.2   

Foreign currency translation

     –         –         (2.6)        (2.7)        –         (5.3)   
                                                 
Net cash and cash equivalents at the end of the period     –         –         140.0        182.9        –         322.9   
                                                 

 

F-125

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

22 CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

 

G) CONSOLIDATED CASH FLOW STATEMENT

 

6M 2011  

Company

$ million

    

Issuers

$ million

    

Other
guarantor
subsidiaries

$ million

    

Non-

guarantor

subsidiaries

$ million

    

Consolidation
adjustments

$ million

    

Group

$ million

  

Operating activities

            

Cash (absorbed by)/generated from operations

     (0.4)        (0.6)        56.8         159.2         –         215.0    

Income taxes paid

     –         –         (13.1)        (44.0)        –         (57.1)   

Income taxes received

     –         –         0.1         1.0         –         1.1    
Net cash (outflow)/inflow from operating activities     (0.4)        (0.6)        43.8         116.2         –         159.0    

Investing activities

            

Purchase of property, plant and equipment

     –         –         (28.2)        (30.5)        2.8         (55.9)   

Purchase of computer software

     –         –         (3.2)        (0.9)        –         (4.1)   

Capitalization of development costs

     –         –         (0.3)        –         –         (0.3)   

Disposal of property, plant and equipment

     –         –         9.5         8.8         (2.8)        15.5    

Investments in associates

     –         –         (0.4)        –         –         (0.4)   
Purchase of interests in subsidiaries, net of cash acquired     –         –         (9.0)        –         6.5         (2.5)   
Sale of businesses and subsidiaries, net of cash disposed     –         –         27.1         1.9         (1.9)        27.1    

Interest received

     –         120.8         12.4         7.8         (139.8)        1.2    

Dividends received from associates

     –         –         0.3         0.2         –         0.5    

Dividends received from subsidiaries

     –         –         79.8         –         (79.8)        –    

Net cash inflow/(outflow) from investing activities

     –         120.8         88.0         (12.7)        (215.0)        (18.9)   

Financing activities

            

Issue of ordinary shares

     –         –         –         4.6         (4.6)        –    

Draw down of bank and other loans

     –         –         0.9         0.3         –         1.2    

Repayment of bank and other loans

     –         (23.2)        (45.0)        –         –         (68.2)   

Premium on redemption of notes

     –         –         (0.4)        –         –         (0.4)   

Loans from/(to) Group companies

     1.1         40.9         (11.6)        (30.4)        –         –    

Receipts on foreign currency derivatives

     –         –         7.8         –         –         7.8    

Capital element of finance lease rental payments

     –         –         (0.1)        (0.3)        –         (0.4)   

Interest element of finance lease rental payments

     –         –         (0.1)        –         –         (0.1)   

Decrease in collateralized cash

     –         –         30.5         –         –         30.5    

Purchase of non-controlling interest

     –         –         (13.1)        –         –         (13.1)   

Return of management investment

     (0.7)        –         –         –         –         (0.7)   

Interest paid

     –         (104.6)        (131.2)        (11.8)        139.8         (107.8)   

Financing costs paid

     –         (34.8)        –         –         –         (34.8)   

Equity dividend paid

     –         –         –         (79.8)        79.8         –    

Dividend paid to a minority shareholder in a subsidiary

     –         –         –         (43.9)        –         (43.9)   
Net cash inflow/(outflow) from financing activities     0.4         (121.7)        (162.3)        (161.3)        215.0         (229.9)   

Decrease in net cash and cash equivalents

     –         (1.5)        (30.5)        (57.8)        –         (89.8)   
Net cash and cash equivalents at the beginning of the period     –         3.1         226.1         223.0         –         452.2    

Foreign currency translation

     –         –         (1.7)        4.9         –         3.2    
Net cash and cash equivalents at the end of the period     –         1.6         193.9         170.1         –         365.6    

 

F-126

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

22 CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

 

H) CONSOLIDATED CASH FLOW STATEMENT

 

6M 2010   

Company

$ million

     

Issuers

$ million

     

Other
Guarantor
subsidiaries

$ million

     

Non-

guarantor

subsidiaries

$ million

     

Consolidation
adjustments

$ million

     

Group

$ million

  

Operating activities

                  

Cash generated from operations

      –          –          43.3         56.7         –          100.0   

Income taxes paid

      –          –          (31.6)         (14.5)         –          (46.1)   

Income taxes received

      –          –          41.6         2.3         –          43.9   

Net cash inflow from operating activities

      –          –          53.3         44.5         –          97.8   

Investing activities

                  

Purchase of property, plant and equipment

      –          –          (28.5)         (24.6)         0.2         (52.9)   

Purchase of computer software

      –          –          (2.1)         (0.7)         –          (2.8)   

Capitalization of development costs

      –          –          (0.5)         –          –          (0.5)   

Disposal of property, plant and equipment

      –          –          15.0         7.6         (0.2)         22.4   
Purchase of interests in subsidiaries, net of cash acquired      –          –          (45.8)         (0.6)         5.7         (40.7)   
Sale of businesses and subsidiaries, net of cash disposed      –          –          (1.3)         –          –          (1.3)   

Interest received

      –          –          9.5         7.2         (14.3)         2.4   

Dividends received from associates

      –          –          0.3         0.2         –          0.5   

Dividends received from subsidiaries

      –          –          32.5         –          (32.5)         –    

Net cash outflow from investing activities

      –          –          (20.9)         (10.9)         (41.1)         (72.9)   

Financing activities

                  

Issue of ordinary shares

      –          –          0.9         5.7         (5.7)         0.9   

Repayment of bank and other loans

      –          –          –          (0.7)         –          (0.7)   

Loans from/(to) Group companies

      –          –          7.6         (7.6)         –          –    

Payments on foreign currency derivatives

      –          –          (53.0)         –          –          (53.0)   
Capital element of finance lease rental payments      –          –          (0.2)         (0.3)         –          (0.5)   
Interest element of finance lease rental payments      –          –          (0.1)         –          –          (0.1)   

Increase in collateralized cash

      –          –          (0.1)         –          –          (0.1)   

Purchase of own shares

      –          –          (6.2)         –          –          (6.2)   

Interest paid

      –          –          (17.5)         (8.6)         14.3         (11.8)   

Equity dividend paid

      –          –          (56.9)         (32.5)         32.5         (56.9)   
Dividend paid to a minority shareholder in a subsidiary      –          –          –          (9.9)         –          (9.9)   

Net cash outflow from financing activities

      –          –          (125.5)         (53.9)         41.1         (138.3)   
Decrease in net cash and cash equivalents      –          –          (93.1)         (20.3)         –          (113.4)   
Net cash and cash equivalents at the beginning of the period      –          –          236.6         203.6         –          440.2   

Foreign currency translation

      –          –          (3.5)         (0.4)         –          (3.9)   
Net cash and cash equivalents at the end of the period      –          –          140.0         182.9         –          322.9    

 

F-127

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

22 CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

 

I) CONSOLIDATED BALANCE SHEET

 

As at July 2, 2011   

Company

$ million

     

Issuers

$ million

     

Other
Guarantor
subsidiaries

$ million

     

Non-

guarantor
subsidiaries

$ million

     

Consolidation
adjustments

$ million

     

Group

$ million

  

Non-current assets

                  

Goodwill

      –          –          711.3         985.6         –          1,696.9   

Other intangible assets

      –          –          1,293.5         758.9         –          2,052.4   

Property, plant and equipment

      –          –          494.4         513.7         –          1,008.1   
Investments in subsidiaries under the equity method      2,193.3         –          3,205.0         –          (5,398.3)         –    

Investments in associates

      –          –          4.7         2.8         –          7.5   

Trade and other receivables

      –          8.8         11.7         3.4         –          23.9   

Deferred tax assets

      –          –          2.2         9.4         (2.1)         9.5   

Post-employment benefit surpluses

      –          –          –          6.4         –          6.4   
       2,193.3         8.8         5,722.8         2,280.2         (5,400.4)         4,804.7   

Current assets

                  

Inventories

      –          –          388.4         245.1         (2.5)         631.0   

Trade and other receivables

      16.8         3,135.8         1,065.8         1,498.1         (4,833.4)         883.1   

Income tax recoverable

      –          3.6         4.1         10.7         (9.1)         9.3   

Available-for-sale investments

      –          –          –          1.4         –          1.4   

Cash and cash equivalents

      –          1.6         198.3         170.1         –          370.0   
       16.8         3,141.0         1,656.6         1,925.4         (4,845.0)         1,894.8   

Assets held for sale

      –          –          553.5         355.6         –          909.1   

Total assets

      2,210.1         3,149.8         7,932.9         4,561.2         (10,245.4)         7,608.6   

Current liabilities

                  

Bank overdrafts

      –          –          (4.4)         –          –          (4.4)   

Bank and other loans

      –          (26.4)         (192.0)         –          –          (218.4)   

Obligations under finance leases

      –          –          (0.2)         –          –          (0.2)   

Trade and other payables

      –          (0.8)         (435.1)         (378.5)         206.6         (607.8)   

Income tax liabilities

      –          –          (80.8)         (51.0)         9.1         (122.7)   

Provisions

      –          –          (26.7)         (17.9)         –          (44.6)   
       –          (27.2)         (739.2)         (447.4)         215.7         (998.1)   

Non-current liabilities

                  

Bank and other loans

      –          (2,879.1)         (21.2)         (0.4)         –          (2,900.7)   

Obligations under finance leases

      –          –          (3.0)         –          –          (3.0)   

Trade and other payables

      (0.5)         (72.9)         (4,158.4)         (432.7)         4,627.0         (37.5)   

Post-employment benefit obligations

      –          –          (172.2)         (76.7)         –          (248.9)   

Deferred tax liabilities

      –          (7.2)         (497.5)         (204.2)         2.4         (706.5)   

Provisions

      –          –          (26.7)         (1.9)         –          (28.6)   
       (0.5)         (2,959.2)         (4,879.0)         (715.9)         4,629.4         (3,925.2)   
Liabilities directly associated with assets held for sale      –          –          (121.4)         (79.2)         –          (200.6)   

Total liabilities

      (0.5)         (2,986.4)         (5,739.6)         (1,242.5)         4,845.1         (5,123.9)   

Net assets

      2,209.6         163.4         2,193.3         3,318.7         (5,400.3)         2,484.7   

Capital and reserves

                  

Shareholders’ equity

      2,209.6         163.4         2,193.3         3,043.6         (5,400.3)         2,209.6   

Non-controlling interests

      –          –          –          275.1         –          275.1   

Total equity

      2,209.6         163.4         2,193.3         3,318.7         (5,400.3)         2,484.7   

 

F-128

Table of Contents

PINAFORE HOLDINGS B.V. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

22 CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

 

J) CONSOLIDATED BALANCE SHEET

 

As at December 31, 2010   

Company

$ million

     

Issuers

$ million

     

Other

guarantor
subsidiaries

$ million

     

Non-

guarantor
subsidiaries

$ million

     

Consolidation
adjustments

$ million

     

Group

$ million

  

Non-current assets

                  

Goodwill

      –          –          809.2         936.2         –          1,745.4   

Other intangible assets

      –          –          1,487.7         780.8         –          2,268.5   

Property, plant and equipment

      –          –          669.9         689.2         –          1,359.1   
Investments in subsidiaries under the equity method      2,010.8         –          3,002.7         –          (5,013.5)         –    

Investments in associates

      –          –          20.7         2.9         –          23.6   

Trade and other receivables

      –          10.1          12.5         3.6         –          26.2   

Deferred tax assets

      –          –          –          31.9         (22.3)         9.6   

Post-employment benefit surpluses

      –          –          –          3.6         –          3.6   
       2,010.8         10.1          6,002.7         2,448.2         (5,035.8)         5,436.0   

Current assets

                  

Inventories

      –          –          435.7         271.6         (13.8)         693.5   

Trade and other receivables

      17.5         3,223.6          1,069.0         1,424.5         (4,820.1)         914.5   

Income tax recoverable

      –          –          8.3         2.7         –          11.0   

Available-for-sale investments

      –          –          –          1.4         –          1.4   

Cash and cash equivalents

      –          3.1          228.5         227.7         –          459.3   
       17.5         3,226.7          1,741.5         1,927.9         (4,833.9)         2,079.7   

Assets held for sale

      –          –          29.7         6.9         –          36.6   

Total assets

      2,028.3         3,236.8          7,773.9         4,383.0         (9,869.7)         7,552.3   

Current liabilities

                  

Bank overdrafts

      –          –          (2.4)         (4.7)         –          (7.1)   

Bank and other loans

      –          (37.9)         (217.8)         –          –          (255.7)   

Obligations under finance leases

      –          –          (0.2)         (0.3)         –          (0.5)   

Trade and other payables

      –          (44.0)         (436.5)         (422.3)         198.4         (704.4)   

Income tax liabilities

      –          –          (68.0)         (38.8)         –          (106.8)   

Provisions

      –          –          (25.5)         (40.1)         –          (65.6)   
       –          (81.9)         (750.4)         (506.2)         198.4         (1,140.1)   

Non-current liabilities

                  

Bank and other loans

      –          (2,872.3)         (26.6)         –          –          (2,898.9)   

Obligations under finance leases

      –          –          (2.8)         –          –          (2.8)   

Trade and other payables

      –          (107.5)         (4,169.3)         (410.4)         4,621.8          (65.4)   

Post-employment benefit obligations

      –          –          (204.6)         (74.6)         –          (279.2)   

Deferred tax liabilities

      –          (7.2)         (578.5)         (232.9)         25.3         (793.3)   

Income tax liabilities

      –          –          –          –          –          –    

Provisions

      –          –          (22.8)         (1.9)         –          (24.7)   
       –          (2,987.0)         (5,004.6)         (719.8)         4,647.1          (4,064.3)   
Liabilities directly associated with assets held for sale      –          –          (8.1)         –          –          (8.1)   

Total liabilities

      –          (3,068.9)         (5,763.1)         (1,226.0)         4,845.5         (5,212.5)   

Net assets

      2,028.3         167.9         2,010.8         3,157.0         (5,024.2)         2,339.8   

Capital and reserves

                  

Shareholders’ equity

      2,028.3         167.9         2,010.8         2,845.5         (5,024.2)         2,028.3   

Non-controlling interests

      –          –          –          311.5         –          311.5   

Total equity

      2,028.3         167.9         2,010.8         3,157.0         (5,024.2)         2,339.8   

 

F-129

Table of Contents

PROSPECTUS

LOGO

Tomkins, LLC

Tomkins, Inc.

OFFER TO EXCHANGE

 

 

Up to $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 issued by Tomkins, LLC and Tomkins, Inc., as co-issuers, which have been registered under the Securities Act of 1933, for any and all outstanding 9% Senior Secured Second Lien Notes due 2018 (CUSIP Nos. 693492 AC4 and U72209 AB2) issued by Tomkins, LLC and Tomkins, Inc., as co-issuers.

Until                     , 201  , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

, 2011

Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers.

We carry directors’ and officers’ insurance, which covers our directors and officers against certain liabilities they may incur when acting in their capacity as directors or officers. Certain of these individuals serve at our request as directors or officers of the additional registrants. In addition to potential indemnification and advancement that may be available from us, the directors and officers of the additional registrants may also be entitled to indemnification and advancement to the extent provided in the applicable additional registrant’s organizational documents or under the laws under which the additional registrants are organized, as described below.

California Guarantor

Carriage House Fruit Company

California General Corporation Law

Subject to certain limitations, Section 317 of the California Corporations Code provides in part that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was a director, officer, employee or other agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. Under the California Corporations Code, a director’s liability to a company or its shareholders may not be limited with respect to the following items: (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the company or its shareholders or that involve the absence of good faith on the part of the director, (iii) any transaction from which a director derived an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director’s duty to the company or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of a serious injury to the company or its shareholders, (v) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the company or its shareholders, (vi) contracts or transactions between the company and a director within the scope of Section 310 of the California Corporations Code, (vii) improper distributions, loans and guarantees under Section 316 of the California Corporations Code, (viii) acts or omissions occurring prior to the date such provision eliminating or limiting the personal liability of a director became effective or (ix) acts or omissions as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. The limitation of liability does not affect the availability of injunctions and other equitable remedies available to the Carriage House Fruit Company’s shareholders for any violation by a director of the director’s fiduciary duty to Carriage House Fruit Company or its shareholders.

By-Laws

The By-Laws of Carriage House Fruit Company authorize indemnification pursuant to Section 317 of the California Corporations Code.

Colorado Corporate Guarantor

Gates Development Corporation

Colorado Business Corporation Act

The Colorado Corporate Guarantor is organized as a corporation under the laws of the State of Colorado pursuant to Colorado Revised Statutes, §§ 7-101-101 et. seq., which is also known as the Colorado Business Corporation Act (the “CBCA”).

Pursuant to the CBCA, in the case of both third-party or derivative actions, a corporation may indemnify a director or officer, or a former director or officer or a person who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity of another entity (whom, we refer to in this document as a “person”) against all cost, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in any civil, criminal, administrative, investigative or other proceeding (each, a “Proceeding”) in which the person is involved because of that association, if:

 

  (a) The person conducted himself or herself in good faith; and

 

  (b) The person reasonably believed:

(I) In the case of conduct in an official capacity with the corporation, that his or her conduct was in the corporation’s best interests; and

(II) In all other cases, that his or her conduct was at least not opposed to the corporation’s best interests; and

(c) In the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.

Further, unless limited by its articles of incorporation, a corporation is required to indemnify a director who was wholly successful, on the merits or otherwise, in defense of any proceeding to which the person was a party because the person is or was a director.

Except as ordered by a court, however, no indemnification is to be made (i) in connection with any Proceeding brought by or in the right of the corporation where the person involved is adjudged to be liable to the corporation, or (ii) in connection with any other Proceeding charging that the person derived an improper personal benefit, whether or not involving action in an official capacity, in which Proceeding the person is adjudged liable on the basis that the person derived an improper personal benefit.

The CBCA provides that a corporation may provide (in its bylaws or by action of its directors or shareholders) for indemnification of its officers, who are not also directors of the corporation, to a greater extent than the indemnification provided to its directors.

The CBCA provides that a corporation may pay for or reimburse the reasonable expenses incurred by a person who is a party to a Proceeding in advance of the final disposition of the Proceeding if:

(a) The person furnishes the corporation a written affirmation of the person’s good-faith belief that he or she has met the standard of conduct described above;

 

II-1

Table of Contents

(b) The person furnishes the corporation a written undertaking, executed personally or on the person’s behalf, to repay the advance if it is ultimately determined that he or she did not meet such standard of conduct; and

(c) A determination is made that the facts then known to those making the determination would not preclude indemnification under this article.

Pursuant to the CBCA, a corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary or agent of the corporation, or who, while a director, officer, employee, fiduciary or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of another domestic or foreign entity or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person’s status as a director, officer, employee, fiduciary or agent. The corporation may purchase such insurance whether or not the corporation would have the power to indemnify the person against the same liability pursuant to the CBCA.

The CBCA provides that, if so provided in a corporation’s articles of incorporation, the corporation shall limit or eliminate the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; except that any such provision shall not limit or eliminate the liability of a director to the corporation or its shareholders for monetary damages for any breach of the director’s duty of loyalty to the corporation or its shareholders, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, unlawful distributions to shareholders, or any transaction from which the director derived an improper personal benefit. Any such provision in a corporation’s articles of incorporation may not have retroactive effect.

The CBCA provides that no person shall be personally liable for any injury to person or property arising out of a tort committed by an employee unless such person was personally involved in the situation giving rise to the litigation or unless such person committed a criminal offense in connection with such situation.

Articles of Incorporation

The Amended and Restated Articles of Incorporation of the Colorado Corporate Guarantor provides that the Colorado Corporate Guarantor shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, fiduciary or employee of the corporation against any claim, liability or expense arising against or incurred by such person made party to a proceeding because he is or was a director, officer, agent, fiduciary or employee of the Colorado Corporate Guarantor or because he is or was serving another entity or an employee benefit plan as a director, officer, partner, trustee, employee, fiduciary or agent at the Colorado Corporate Guarantor’s request. The Colorado Corporate Guarantor shall further have the authority to the maximum extent permitted by law to purchase and maintain insurance providing such indemnification. The right to indemnification shall include the right to be paid or reimbursed by the Colorado Corporate Guarantor reasonable expenses of the type entitled to be indemnified hereunder incurred by a person indemnified hereunder who is, or is threatened to be made, a named defendant or respondent in a proceeding. Such payment or reimbursement may be made in advance of the final disposition of the proceeding and without any determination as to the person’s ultimate entitlement to indemnification, provided that such person delivers to the Colorado Corporate Guarantor a written affirmation of his good faith belief that he has met the standard of conduct necessary for indemnification and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified. The Colorado Corporate Guarantor may purchase and maintain insurance, at its expense, to protect itself, its sole shareholder and any person entitled to indemnification against any expense, liability, or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability, or loss.

Additionally, no director of the Colorado Corporate Guarantor shall have any personal liability for monetary damages to the corporation or its sole shareholder for breach of his fiduciary duty as a director, except it shall not eliminate or limit the personal liability of a director to the Colorado Corporate Guarantor or its sole shareholder for monetary damages for: (i) any breach of the director’s duty of loyalty to the Colorado Corporate Guarantor or its sole shareholder; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) voting for or assenting to a distribution in violation of § 7-106-401 of the CBCA or

 

II-2

Table of Contents

the articles of incorporation if it is established that the director did not perform his duties in compliance with § 7-108-401 of the CBCA, provided that the personal liability of a director in this circumstance shall be limited to the amount of the distribution which exceeds what could have been distributed without violation of § 7-106-401 of the CBCA or the articles of incorporation; or (iv) any transaction from which the director directly or indirectly derives an improper personal benefit. Nothing contained herein will be construed to deprive any director of his right to all defenses ordinarily available to a director nor will anything herein be construed to deprive any director of any right he may have for contribution from any other director or other person.

Colorado LLC Guarantors

Broadway Mississippi Development, LLC

Gates International Holdings, LLC

(together, the “Colorado LLC Guarantors”)

Colorado Limited Liability Company Act

Pursuant to the Colorado Limited Liability Company Act (the “Colorado LLC Act”), a limited liability company shall reimburse a current or former member or manager for payments made, and indemnify a current or former member or manager for liabilities incurred by the member or manager, in the ordinary course of the business of the limited liability company or for the preservation of its business or property if such payments were made or liabilities incurred without violation of the member’s or manager’s duties to the limited liability company.

Operating Agreement

The Operating Agreement of Broadway Mississippi Development, LLC (“BMD”), whose sole member is the Colorado Corporate Guarantor, provides that to the fullest extent permitted by applicable law, neither the the Colorado Corporate Guarantor nor any officer nor any employee, representative or agent of BMD or the Colorado Corporate Guarantor (each, a “Covered Person”) shall be liable to BMD or any other person that is a party to or is otherwise bound by the Operating Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of BMD and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the Operating Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or intentional misconduct.

BMD’s Operating Agreement further provides that to the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from BMD for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of BMD and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the Operating Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or intentional misconduct with respect to such acts or omissions; provided, however, that any indemnity by BMD shall be provided out of and to the extent of BMD’s assets only, and the Colorado Corporate Guarantor shall not have personal liability on account thereof.

BMD’s Operating Agreement also provides that to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by BMD prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by BMD of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified. A Covered Person shall be fully protected in relying in good faith upon the records of BMD and upon such information, opinions, reports or statements presented to BMD by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of BMD, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Colorado Corporate Guarantor might properly be paid.

 

II-3

Table of Contents

To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to BMD or to any other Covered Person, a Covered Person acting under the Operating Agreement shall not be liable to BMD or any other person that is a party to or is otherwise bound by the Operating Agreement for its good faith reliance on the provisions of the Operating Agreement or any approval or authorization granted by BMD or any other Covered Person. The provisions of the Operating Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Colorado Corporate Guarantor to replace such other duties and liabilities of such Covered Person.

The Operating Declaration of Gates International Holdings, LLC (“GIH”), whose sole member is The Gates Corporation, provides that the member, employees, and agents of GIH shall be entitled to be indemnified by GIH to the extent provided in the Colorado limited Liability Act, as amended from time to time, and shall be entitled to the advance of expenses, including attorney’s fees, in the defense or prosecution of a claim against the Member employee or agent

Delaware Corporate Guarantors

Air System Components, Inc.

Aquatic Co.

Aquatic Trucking Co.

Buffalo Holding Company

Conergics Corporation

Dexter Axle Acquisition Corp.

Dexter Axle Company

Dexter Axle Trucking Company

Epicor Industries, Inc.

Gates Mectrol, Inc.

Hart & Cooley Trucking Company

Hart & Cooley, Inc.

NRG Industries, Inc. NKA Ruskin Rooftop Systems, Inc.

Ruskin Company

Ruskin Service Company

Schrader Electronics, Inc.

Schrader International Holding Co.

Schrader-Bridgeport International, Inc.

Selkirk Corporation

The Gates Corporation

Tomkins Automotive Holding Co.

Tomkins Building Products, Inc.

Tomkins, Inc.

Waltham Real Estate Holding Co.

(together, the “Delaware Corporate Guarantors”)

General Corporation Law of the State of Delaware

Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) grants corporations the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

 

II-4

Table of Contents

In the case of an action by or in the right of the corporation, Section 145 of the DGCL grants corporations the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 of the DGCL also empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145 of the DGCL.

Section 102(b)(7) of the DGCL allows a corporation to eliminate or limit the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock purchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

The Bylaws

The bylaws of each of Air System Components, Inc., Aquatic Co., Aquatic Trucking Co., Dexter Axle Acquisition Corp., Dexter Axle Company, Dexter Axle Trucking Company, Gates Mectrol, Inc., Hart & Cooley Trucking Company, Hart & Cooley, Inc., Ruskin Company, Ruskin Service Company, Schrader Electronics, Inc., Schrader International Holding Co., Selkirk Corporation, Tomkins Automotive Holding Co. and Waltham Real Estate Holding Co. provide that such corporation shall indemnify its present and former directors, officers and employees (and any person acting as a director, officer, employee, fiduciary or agent for another entity at the request of the corporation) against expenses (including attorneys’ fees) and other liabilities and losses actually and reasonably incurred by such person in connection with any suits to which they were or are made or threatened to be made party by reason of their position with the corporation. Each of these corporations may, at its discretion, provide indemnification to agents of the corporation with the same scope and effect as the foregoing indemnification of directors, officers and employees.

The bylaws of each of Buffalo Holding Company, Epicor Industries, Inc. and Schrader-Bridgeport International, Inc. provide that such corporation shall indemnify its present and former directors and officers (and any person acting as a director, officer, employee or agent for another entity at the request of the corporation) against expenses (including attorneys’ fees) and other liabilities and losses actually and reasonably incurred by such person in connection with any suits to which they were or are made or threatened to be made party by reason of their position with the corporation. Schrader-Bridgeport International, Inc. may, at its discretion, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

The bylaws of Conergics Corporation provide that such corporation shall indemnify its present and former directors and officers (and any person acting as a director or officer for another entity at the request of the corporation) against expenses (including attorneys’ fees) and other liabilities and losses actually and reasonably incurred by such person in connection with any suits to which they were or are made or threatened to be made party by reason of their position with the corporation.

 

II-5

Table of Contents

The bylaws of Tomkins, Inc. provide that such corporation shall indemnify its present and former directors and officers as well as directors and officers who, while a director, officer or employee, is or was acting as a director, officer, employee, agent or trustee for another entity at the request of the corporation against expenses (including attorneys’ fees) and other liabilities and losses actually and reasonably incurred by such person in connection with any suits to which they were or are made or threatened to be made party by reason of their position with the corporation.

The bylaws of Tomkins Building Products, Inc. provide that such corporation shall indemnify its present and former directors, officers, employees and agents (and any person acting as a director, officer, employee or agent for another entity at the request of the corporation) against expenses (including attorneys’ fees) and other liabilities and losses actually and reasonably incurred by such person in connection with any suits to which they were or are made or threatened to be made party by reason of their position with the corporation.

The bylaws of each of Air System Components, Inc., Aquatic Co., Aquatic Trucking Co., Dexter Axle Acquisition Corp., Dexter Axle Company, Dexter Axle Trucking Company, Gates Mectrol, Inc., Hart & Cooley Trucking Company, Hart & Cooley, Inc., Ruskin Company, Ruskin Service Company, Schrader Electronics, Inc., Schrader International Holding Co., Selkirk Corporation, Tomkins Automotive Holding Co., Tomkins, Inc. and Waltham Real Estate Holding Co. also provide that the corporation shall pay expenses (including attorneys’ fees) incurred by an officer or director in any suit in advance of the final disposition of any such suit upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys’ fees) incurred by agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

The bylaws of NRG Industries, Inc. NKA Ruskin Rooftop Systems, Inc. are silent with respect to indemnification. The certificate of incorporation of NRG Industries, Inc. NKA Ruskin Rooftop Systems, Inc. provides that such corporation shall indemnify its present and former directors and officers as well as directors and officers who, while a director, officer or employee, is or was acting as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another entity at the request of the corporation to the fullest extent provided by Delaware law. The certificate of incorporation of NRG Industries, Inc. NKA Ruskin Rooftop Systems, Inc. also provides that the corporation shall pay expenses (including attorneys’ fees) incurred by an officer or director in any suit in advance of the final disposition of any such. NRG Industries, Inc. NKA Ruskin Rooftop Systems, Inc. may additionally provide indemnification to employees and agents of the corporation to the fullest extent provided by Delaware law.

The bylaws of The Gates Corporation are silent with respect to indemnification. The certificate of incorporation of The Gates Corporation provides that such corporation shall indemnify its present and former directors, officers and employees (and any person acting as a director, officer, employee or fiduciary for another entity at the request of the corporation) against expenses (including attorneys’ fees) and other judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with any suits to which they were or are involved or made or threatened to be made party by reason of their position with the corporation.

Delaware LLC Guarantors

Schrader, LLC

Selkirk IP L.L.C.

St. Augustine Real Estate Holding LLC

Tomkins, LLC

(together, the “Delaware LLC Guarantors”)

Delaware Limited Liability Company Act

Section 18-108 of the Delaware Limited Liability Company Act (the “DLLCA”) provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. However, to the extent that the limited liability company agreement seeks to restrict or limit the liabilities of such person, Section 18-1101 of the DLLCA prohibits it from eliminating liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

 

II-6

Table of Contents

The limited liability company agreement of Schrader, LLC provides that no member, nor any officer, director, stockholder, employee, representative or agent of a member, nor any manager, officer, employee, representative or agent of Schrader, LLC shall be liable to Schrader, LLC or any other person by reason of the actions or omissions of such person in relation to Schrader, LLC, its limited liability company agreement, any related document or any transaction or investment contemplated thereby, provided such action or omission does not constitute fraud, bad faith, gross negligence or willful misconduct. The limited liability company agreement also provides that Schrader, LLC shall indemnify, hold harmless, and pay all judgments and claims against any such person relating to any liability or damage incurred by any such person by reason of any act performed or omitted to be performed by such person in connection with the management of the affairs of Schrader, LLC or which relates to or arises out of Schrader, LLC or its property, business or affairs, except that no person shall be indemnified from any liability for fraud, bad faith, gross negligence or willful misconduct.

The limited liability company agreement of Selkirk IP L.L.C. provides that no member, nor manager, nor any officer, director, stockholder, partner, employee, affiliate, representative or agent of a member or manager, nor any officer, employee, representative or agent of Selkirk IP L.L.C. shall be liable to Selkirk IP L.L.C. or any other person by reason of the actions or omissions of such person in relation to Selkirk IP L.L.C., its property or the conduct of its business or affairs, its limited liability company agreement, any related document or any transaction or investment contemplated thereby, that was taken or omitted in the reasonable belief that it is in or not contrary to the best interests of Selkirk IP L.L.C. and within the scope of authority granted to that person and does not constitute fraud, bad faith, gross negligence or willful misconduct. The limited liability company agreement also provides that Selkirk IP L.L.C. shall indemnify, hold harmless, and pay all judgments and claims against any such person relating to any liability or damage incurred by any such person by reason of any act performed or omitted to be performed by such person in connection with the management of the affairs of Selkirk IP L.L.C. or which relates to or arises out of Selkirk IP L.L.C. or its property, business or affairs, except that no person shall be indemnified from any liability for (i) any claim with respect to which such person has engaged in fraud, bad faith, gross negligence or willful misconduct, (ii) any claim initiated by such person unless the claim was brought to enforce such person’s right to indemnification or was authorized or consented to by the board of directors.

The limited liability company agreement of St. Augustine Real Estate Holding LLC provides that St. Augustine Real Estate Holding LLC shall indemnify, hold harmless, and make advances for expenses to, managers and members to the maximum extended permitted under Section 18-108 as noted above. The limited liability company agreement of St. Augustine Real Estate Holding LLC also provides that St. Augustine Real Estate Holding LLC shall also indemnify and hold harmless employees and other agents to the fullest extent permitted under Section 18-108 as noted above, provided that such indemnification is approved by the managers.

The limited liability company agreement of Tomkins, LLC provides that no member, nor any officer, director, shareholder, partner, member, employee, affiliate, representative or agent of a member or of Tomkins, LLC, nor any former officer, employee, director or member shall be liable to Tomkins, LLC or its members by reason of the actions or omissions of such person that may cause or result in a loss or damage to Tomkins, LLC or a member, if the action or omission (i) was taken in good faith, in a manner reasonably believed to be within the scope of such person’s authority and in a manner reasonably believed to be in, or not inconsistent with, the best interests of Tomkins, LLC, and (ii) did not constitute fraud, bad faith, gross negligence or willful misconduct. The limited liability company agreement also provides that Tomkins, LLC shall indemnify, hold harmless, and pay all judgments and claims against any such person relating to any act performed or omitted to be performed by such person in connection with the activities of Tomkins, LLC or a subsidiary if (i) the act of failure to act was taken in good faith, within the scope of such person’s authority and in a manner reasonably believed to be in, or not inconsistent with, the best interests of Tomkins, LLC or such subsidiary, and (ii) the conduct did not constitute fraud, gross negligence, willful misconduct or a material breach of a material provision of the limited liability company agreement.

Delaware LP Guarantors

Selkirk Americas, L.P.

Selkirk Canada Holdings, L.P.

Tomkins U.S., L.P.

(together, the “Delaware LP Guarantors”)

 

II-7

Table of Contents

Pursuant to Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”), a limited partnership may, subject to the standards set forth in the partnership agreement, indemnify and hold harmless any partner or other person from and against any and all claims and demands.

Pursuant to the agreement of limited partnership of Selkirk Americas, L.P. the general partner shall not be liable, responsible or accountable in damages or otherwise to a limited partner for any action or omission on behalf of the partnership taken in good faith within the scope of authority conferred to such person or for any act or omission that was consented to or approved by the limited partner, unless such action or failure to act was performed or omitted fraudulently or constituted gross negligence or willful misconduct. Further, pursuant to such agreement of limited partnership, the partnership shall indemnify each general partner and any of its members, managers, officers, employees or agents who was or is a party or is threatened to be made a party to any action, suit or proceeding, by reason of any acts, omissions, or alleged acts or omissions not taken in bad faith and arising out of such person’s activities as a general partner, or as a member manager, officer, employee or agent of the general partner, on behalf of the partnership or in furtherance of the interest of the partnership, against losses, damages or expenses for which such person has not otherwise been reimbursed actually and reasonably incurred in connection with such action, suit or proceeding, provided such person did not act, in connection with the acts or omissions for which indemnification is sought, fraudulently or in a manner constituting gross negligence or willful misconduct.

Pursuant to the agreement of limited partnership of Selkirk Canada Holdings, L.P., none of its partners, or any officers, directors, members, managers, stockholders, partners, employees, representatives, consultants or agents of any of the partners, nor any officer, employee, representative, consultant or agent of the partnership or any of its affiliates shall have any liability to the partnership or any other person for any act or omission relating to the partnership and the conduct of its business, the partnership agreement, any related document or any transaction contemplated thereby taken or omitted in good faith and in the reasonable belief that such act or omission was in or was not contrary to the best interests of the partnership, provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. Further, pursuant to such agreement of limited partnership, each general partner and each limited partner and each officer, director, member or manager of either the general partner or the limited partner shall be indemnified by the partnership to the fullest extent permitted by law against any losses, claims, demands, judgments, fines, settlements, liabilities, expenses and other amounts arising from any and all actions, suits or proceedings, in which such person may be involved, or threatened to be involved, by reason of its management of the affairs of the partnership or which relates to or arises out of the partnership or its property, business or affairs, provided that such person did not engage in fraud, willful misconduct, bad faith or gross negligence with respect to such claim. The partnership may advance to such person any amounts required to defend any claim for which they may be entitled to indemnification if such person promises to repay any amounts advanced by the partnership if it is determined that such person is not entitled to indemnification. The partnership may, at the discretion of its general partner, provide indemnification to any employees, representatives, agents or consultants of the partnership or any of its subsidiaries to the same extent outlined above.

Pursuant to the agreement of limited partnership of Tomkins U.S., L.P., none of the general partner, any affiliate of the general partner, any officer, director or employee of the general partner or such affiliate, nor any member of the partnership management committee shall have any liability to the partnership for any loss, damage, liability or expenses suffered by the partnership or the limited partners by reason of any act, alleged act or omission of such person that was performed in good faith on behalf of the partnership and in a manner reasonably believed by such person to be within the scope of authority granted to such person and in, or not opposed to, the best interests of the partnership, provided that such person is not guilty of gross negligence or willful misconduct. Further, pursuant to such agreement of limited partnership, the partnership shall indemnify each such person listed above, for any claim, demand, loss, damage, liability or expense by reason of any act, alleged act or omission taken in good faith on behalf of the partnership and in a manner reasonably believed by such person to be within the scope of authority granted to such person and in, or not opposed to, the best interests of the partnership, provided that such person is not guilty of gross negligence or willful misconduct. No indemnification shall be provided in connection with any claim or settlement unless such person is successful in defending such action and such indemnification (and the settlement, in the case of a settlement) is approved by a court of law.

 

II-8

Table of Contents

Indiana Guarantor

Hytec, Inc.

Indiana Business Corporation Law

The Indiana Business Corporation Law (“IBCL”), the provisions of which govern e Industries, Inc., empowers an Indiana corporation to indemnify present and former directors, officers, employees or agents or any person who may have served at the request of the corporation as a director, officer, employee or agent of another corporation (“Eligible Persons”) against liability incurred in any proceeding, civil or criminal, in which the Eligible Person is made a party by reason of being or having been in any such capacity or arising out of his status as such, if the individual acted in good faith and reasonably believed that (a) the individual was acting in the best interests of the corporation, (b) if the challenged action was taken other than in the individual’s official capacity as an officer, director, employee or agent, the individual’s conduct was at least not opposed to the corporation’s best interests, or (c) if a criminal proceeding, either the individual had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.

The IBCL further empowers a corporation to pay or reimburse the reasonable expenses incurred by an Eligible Person in connection with the defense of any such claim including counsel fees, and, unless limited by its articles of incorporation, the corporation is required to indemnify an Eligible Person against reasonable expenses if he or she is wholly successful in any such proceeding, on the merits or otherwise. Under certain circumstances, a corporation may pay or reimburse an Eligible Person for reasonable expenses prior to final disposition of the matter. Unless a corporation’s articles of incorporation otherwise provide, an Eligible Person may apply for indemnification to a court which may order indemnification upon a determination that the Eligible Person is entitled to indemnification in view of all the relevant circumstances without regard to whether his or her actions satisfied the appropriate standard of conduct.

Before a corporation may indemnify any Eligible Person against liability or reasonable expenses under the IBCL, a quorum consisting of directors who are not parties to the proceeding must (1) determine that indemnification is permissible in the specific circumstances because an Eligible Person met the requisite standard of conduct, (2) authorize the corporation to indemnify the Eligible Person and (3) if appropriate, evaluate the reasonableness of expenses for which indemnification is sought. If it is not possible to obtain a quorum of uninvolved directors, the foregoing action may be taken by a committee of two or more directors who are not parties to the proceeding, special legal counsel selected by the board of directors or such a committee, or by the shareholders of the corporation.

In addition to the foregoing, the IBCL states that the indemnification it provides shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any provision of the articles of incorporation, bylaws, resolution or other authorization adopted, after notice by a majority vote of all the voting shares then issued and outstanding. The IBCL also empowers an Indiana corporation to purchase and maintain insurance on behalf of any Eligible Person against any liability asserted against or incurred by him or her in any capacity as such, or arising out of his or her status as such, whether or not the corporation would have had the power to indemnify him or her against such liability.

By-Laws

The By-Laws of the Indiana Guarantor contain provisions under which the officers and directors of the Indiana Guarantor are entitled to indemnification as a matter of right against expenses reasonably incurred by any such person in connection with the defense of any action, suit or proceeding, civil or criminal, in which such person is made or threatened to be made, a party, by reason of being or having been in any such capacity, or arising out of his status as such, except in relation to matters as to which he is adjudged in such action to be liable for negligence or misconduct in the performance of duty to the Indiana Guarantor.

Kentucky Guarantor

Koch Filter Corporation

 

II-9

Table of Contents

Kentucky Revised Statutes

Section 271B.8-510 of the Kentucky Revised Statutes (“KRS”) provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (a) he conducted himself in good faith; and (b) he reasonably believed (1) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests and (2) in all other cases, that his conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director under KRS 271B.8-510: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification permitted under KRS 271B.8-510 in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

A corporation may not indemnify a director under KRS 271B.8-510 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in KRS 271B.8-510. The determination is made by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; or if a quorum cannot be obtained, by majority vote of a committee duly designated by the board of directors consisting solely of two or more directors not at the time parties to the proceeding; or by special legal counsel selected by the board of directors or its committee in the manner prescribed above, or if a quorum or committee is not obtainable or cannot be designated, by majority vote of the full board of directors; or by the shareholders, but shares owned or controlled by directors who at the time were parties to the proceeding cannot be voted.

Under KRS 271B.8-530 a corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if (i) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct required for indemnification, (ii) the director furnishes the corporation a written personal undertaking to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (iii) the corporation determines that the facts then known to those making the determination will not preclude indemnification.

Unless limited by the articles of incorporation, a director who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation is entitled to indemnification against reasonable expenses incurred by him in connection with the proceeding. Unless limited by its articles of incorporation, a corporation may indemnify and advance expenses to an officer, employee or agent of the corporation to the same extent as it may to a director. The indemnification and advancement of expenses provided by or granted pursuant to KRS 271B.8-500 to 271B.8-580 is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may otherwise be entitled.

By-Laws

Article X of the Restated and Amended Bylaws of the Kentucky Guarantor provides that the corporation shall indemnify each of its directors and officers who is made a party to a proceeding in accordance with KRS 271B.8-500 to 271B.8-580, and that all reasonable expenses incurred by a director or officer who is made a party to a proceeding may be reimbursed by the corporation or paid in advance in accordance with KRS 271B.8-500 to 271B.8-580.

Michigan Guarantor

Dexter Chassis Group, Inc.

 

II-10

Table of Contents

Michigan Business Corporation Act

The Michigan Guarantor is organized under the Michigan Business Corporation Act (the “MBCA”) which, in general, empowers Michigan corporations to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another enterprise, against expenses, including attorney’s fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred in connection therewith if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.

The MBCA also empowers Michigan corporations to provide similar indemnity to such a person for expenses, including attorney’s fees, and amounts paid in settlement actually and reasonably incurred by the person in connection with actions or suits by or in the right of the corporation if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the interests of the corporation or its shareholders, except in respect of any claim, issue or matter in which the person has been found liable to the corporation, unless the court determines that the person is fairly and reasonably entitled to indemnification in view of all relevant circumstances, in which case indemnification is limited to reasonable expenses incurred. If a person is successful in defending against a derivative action or third-party action, the MBCA requires that a Michigan corporation indemnify the person against expenses incurred in the action.

Bylaws

The Michigan Guarantor’s bylaws generally require the Michigan Guarantor to indemnify officers, directors and employees to the fullest extent legally possible under the MBCA and provide that similar indemnification may be afforded employees and agents. In addition, the bylaws require the Michigan Guarantor to indemnify any person who is or was serving at the request of the Michigan Guarantor as a director, officer, employee, fiduciary or agent of another entity to the same degree as the foregoing indemnification of directors and officers. The Michigan Guarantor’s bylaws further provide for the advancement of litigation expenses under certain circumstances.

Ohio Guarantors

Eastern Sheet Metal, Inc.

FBN Transportation, Inc.

Tomkins Industries, Inc.

(together, the “Ohio Guarantors”)

Ohio Revised Code

Section 1701.13(E)(1) of the Ohio Revised Code (“O.R.C.”) provides that a corporation may indemnify any person who was or is a party, or threatened to be made a party, to any action, suit or proceeding, other than an action by or in the right of the corporation, by reason of the fact he is or was a director, officer, employee or agent of the corporation, or was serving at the request of the corporation as a director, officer employee, agent or other capacity of another entity, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if (i) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful.

Section 1701.13(E)(2) of the O.R.C. provides that if the action or suit is by or in the right of the corporation, the corporation may indemnify a director, officer, employee or agent against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense or settlement of such suit or

 

II-11

Table of Contents

action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification may be made in respect of any matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless a court determines that such person is fairly and reasonably entitled to indemnification for such expenses or any action or suit in which the only liability asserted against a director is an unlawful loan, dividend or distribution of assets or purchase or redemption of shares pursuant to O.R.C. §1701.95.

Any indemnification may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he met the applicable standard of conduct. Such determination is made by a majority vote of a quorum of directors not parties to or threatened with the action; or if such a quorum is not obtainable, or if a written opinion by independent legal counsel; or by the shareholders; or by the court in which such action was brought.

Expenses, including attorney’s fees, incurred by a director, officer, employee or agent in defending any action may be paid by the corporation as they are incurred, in advance of final disposition of the action, as authorized by the directors in the specific case, upon receipt of an undertaking by such person to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the corporation. Unless the articles or regulations specifically state that the provisions of Section 1701.13(E)(5) of the O.R.C. do not apply and unless the only liability asserted is pursuant to O.R.C. §1701.95, a corporation is required to advance payment of a director’s expenses in defending the action upon receipt of an undertaking by the director to (i) repay such amount if it is proved by clear and convincing evidence in court that his action or failure to act was undertaken with deliberate intent to cause injury to the corporation or with reckless disregard for its best interests and (ii) reasonably cooperate with the corporation concerning the action.

To the extent a director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding, he is entitled to be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with such proceeding. The indemnification authorized by O.R.C. §1701.13(E) is not exclusive of, and is in addition to, any other rights granted to those seeking indemnification under the articles, the regulations, any agreement, vote of shareholders or disinterested directors, or otherwise.

By-Laws and Regulations

Article VIII of the By-Laws of Eastern Sheet Metal, Inc. and FBN Transportation, Inc. provides that each person who was or is made or threatened to be made a party to or is involved in any action, suit or proceeding by reason of the fact that he is or was a director, officer or employee of the corporation or serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another entity shall be indemnified and held harmless by the corporation to the fullest extent not prohibited by the General Corporation Law of the State of Ohio against all expenses, liability, loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding), judgments, fines and amounts paid in settlement. Expenses incurred by any such person in defending a proceeding shall be paid by the corporation in advance of final disposition of such proceeding upon receipt of an undertaking by the director, officer or employee to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the corporation. The rights to indemnification and payment of expenses in advance of final disposition in Article VIII are deemed to be a contract right between the corporation and such director, officer or employee who serves in any such capacity while Article VIII and the relevant provisions of the General Corporation Law of the State of Ohio are in effect.

Article Five of the Regulations of Tomkins Industries, Inc. provides that the corporation shall indemnify, to the full extent then permitted by law, any person who was or is or threatened to be made a party to any action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or serving at the request of the corporation as a director, officer, employee or agent of another entity. The board of directors may advance to any individual who may be entitled to indemnification under Article Five an amount sufficient to pay expenses incurred by the individual with respect to any such claim, action, suit or proceeding. Before the corporation may make such advance, the individual must agree in writing to repay the amount advanced less the amount of indemnification, if any, which the board of directors ultimately authorizes to be paid to the individual.

 

II-12

Table of Contents

Tennessee Guarantor

Ideal Clamp Products, Inc.

Tennessee Code Annotated

The Tennessee Guarantor is a corporation organized under the laws of the State of Tennessee. Sections 48-18-501 through 48-18-509 of the Tennessee Code Annotated (“T.C.A.”) authorize a corporation to provide for the indemnification of officers, directors, employees and agents in terms sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. The Tennessee Guarantor is subject to the indemnification provisions set forth in those statutes.

T.C.A. Sections 48-18-503 and 48-18-507 require a corporation to indemnify a director or officer, who is successful in defending any proceeding brought against him as a result of his role as director or officer of the corporation, whichever is applicable. The corporation must reimburse the director or officer for reasonable expenses incurred by the director in connection with the proceeding.

Amended and Restated Charter

T.C.A. Section 48-12-102, permits the inclusion in the charter of a Tennessee corporation of a provision, with certain exceptions, eliminating the personal monetary liability of directors to the corporation or its shareholders for breach of the duty of care. The Tennessee Guarantor has adopted the provisions of the statute as Article VIII of its amended and restated charter effective September 8, 1997.

Washington Guarantor

Hytec, Inc.

Revised Code of Washington

Title 23B of the Revised Code of Washington (the “Washington Business Corporation Act”), provides that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director or officer of the corporation, against liability incurred in the proceeding, if (a) the individual acted in good faith, and (b) the individual reasonably believed that (i) in a case involving conduct in the individual’s official capacity with the corporation, that such conduct was in the corporation’s best interests, and (ii) in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests, and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe that the individual’s conduct was unlawful. A corporation may not indemnify a director or officer (a) in connection with a proceeding by or in the right of the corporation in which the director or officer was adjudged liable to the corporation, or (b) in connection with any other proceeding which charges improper personal benefit to the director or officer in which the director or officer was adjudged liable on the basis that such director or officer improperly received personal benefit.

 

II-13

Table of Contents

Unless limited by its articles of incorporation, the Washington Business Corporation Act requires a corporation to indemnify a director or officer against reasonable expenses incurred in connection with a proceeding to which the director or officer was made a party because of such person’s status as a director or officer and in which the director or officer was wholly successful on the merits. If authorized by its articles of incorporation, bylaws, resolution adopted by the board of directors or shareholders, or by contract, a corporation may pay for or reimburse reasonable expenses incurred by a director or officer in advance of a final disposition of the proceeding if the director or officer provides a written affirmation of the director’s or officer’s good faith belief that the director or officer has met the applicable standards of conduct described above, and provides the corporation with a written, unlimited personal guaranty to repay the advance if it is determined that the director or officer did not meet such standards of conduct.

Unless a corporation’s articles of incorporation provide otherwise, a director or officer may also apply to the court conducting the proceeding or any other court of competent jurisdiction for court-ordered indemnification or advancement of expenses. The court may order such indemnification or advancement of expenses if it determines the director or officer (a) is entitled to mandatory indemnification, (b) is fairly and reasonably entitled to indemnification in view of the relevant circumstances or (c) the corporation’s articles of incorporation, bylaws, or any applicable resolution or contract entitle the director or officer to payment or reimbursement of reasonable expenses incurred in advance of final disposition of the proceeding. Furthermore, if authorized by the corporation’s articles of incorporation, a bylaw adopted or ratified by the shareholders, or a resolution adopted or ratified by the shareholders, a corporation may indemnify a director or officer or obligate itself to reimburse expenses incurred by a director or officer without regard to the limitations set forth in the Washington Business Corporation Act, provided that a director or officer shall not be indemnified from or on account of (a) acts or omissions finally adjudged to be intentional misconduct or a knowing violation of law, (b) conduct of a director finally adjudged to have constituted an unlawful distribution, or (c) any transaction with respect to which it was finally adjudged that the director or officer received a benefit in money, property or services to which the director or officer was not legally entitled.

Decisions to indemnify must be made for each specific case after a determination has been made that the applicable standard of conduct has been met, and the Washington Business Corporation Act sets forth certain requirements for making such determination. A corporation must provide shareholders with notice of any indemnification or advance of expenses in the form of a notice delivered with or prior to the notice of the next shareholders’ meeting.

Articles of Incorporation and By-Laws

The Articles of Incorporation, as amended, and the By-Laws of Hytec, Inc. do not contain any provisions regarding indemnification or advancement of expenses.

Australian Guarantor

Gates Engineering & Services Australia Pty Ltd.

 

II-14

Table of Contents

Corporations Act 2001 (Commonwealth)

Section 199A(1) of the Corporations Act 2001 (Commonwealth) (the “Corporations Act”) provides that a company or a related body corporate must not exempt a person (whether directly or through an interposed entity) from a liability to the company incurred as an officer of the company.

Section 199A(2) of the Corporations Act provides that a company or a related body corporate must not indemnify a person in their role as an officer of the company against:

 

  •  

a liability owed to the company or a related body corporate;

 

  •  

a liability for a pecuniary penalty order or a compensation order under the Corporations Act; or

 

  •  

a liability that is owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

Therefore, the company may not be prevented from indemnifying an officer against liability to outsiders of the company provided that the officer’s conduct does not involve a lack of good faith. Section 199A(2) of the Corporations Act does not apply to a liability for legal costs.

Section 199A(3) of the Corporations Act provides that a company or a related body corporate must not indemnify a person in their role as an officer of the company against legal costs incurred:

 

  •  

in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under section 199A(2) of the Corporations Act;

 

  •  

in defending or resisting criminal proceedings in which the person is found guilty;

 

  •  

in defending or resisting proceedings brought by the Australian Securities and Investments Commission (“ASIC”) or a liquidator for a court order if the grounds for making the order are found by the court to have been established (but this does not apply to costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing proceedings for the court order); or

 

  •  

in connection with proceedings for relief to the person under the Corporations Act in which the court denies the relief.

Section 199B of the Corporations Act provides that a company or a related body corporate must not pay, or agree to pay, whether directly or through any interposed entity a premium for a contract insuring a person who is or has been an officer of the company against a liability (other than one for legal costs) arising out of:

 

  •  

conduct involving a wilful breach of any duty in relation to the company; or

 

II-15

Table of Contents
  •  

a contravention of section 182 or 183 of the Corporations Act, which deals with the officer’s duties under the Corporations Act not to improperly use their position or make improper use of information obtained as an officer.

Section 199C of the Corporations Act provides that sections 199A and 199B do not authorise anything that would otherwise be unlawful. Furthermore, anything that purports to indemnify or insure a person against a liability or exempt them from a liability will be void to the extent that it contravenes section 199A or 199B of the Corporations Act.

In this context, an “officer” of a company includes, but is not limited to:

 

  •  

a director or secretary;

 

  •  

a person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the company;

 

  •  

a person who has the capacity to affect significantly the company’s financial standing; or

 

  •  

a person in accordance with whose instructions or wishes the directors of the company are accustomed to act.

Constitution

Clause 94.1 of the constitution of the Australian Guarantor requires the Australian Guarantor to indemnify, to the extent permitted by law and subject to the restrictions in section 199A of the Corporations Act, every person who is or has been an officer of the Australian Guarantor against:

 

  •  

any liability (other than a liability for legal costs); or

 

  •  

reasonable legal costs incurred in defending an action for a liability,

incurred by that person as an officer of the Australian Guarantor or subsidiary.

Pursuant to clause 94.2 of the constitution, the amount of any indemnity payable under clause 94.1 will include an additional amount (“GST Amount”) equal to any Australian Goods and Services Tax (“GST”) payable by the officer being indemnified (“Indemnified Officer”) in connection with the indemnity (less the amount of any input tax credit claimable by the Indemnified Officer in connection with the indemnity). Payment of any indemnity which includes a GST Amount is conditional upon the Indemnified Officer providing the Australian Guarantor with a GST tax invoice for the GST Amount.

For the purposes of clause 94 of the constitution, “officer” means a director of the Australian Guarantor or a secretary of the Australian Guarantor.

Belgium Guarantor

Gates Power Transmission Europe BVBA

 

II-16

Table of Contents

Under Belgian law, the directors of a company may be liable for damages to the company in case of improper performance of their duties. The directors of the Belgian Guarantor may be liable to the Belgian Guarantor and to third parties for infringement of the Belgian Guarantor’s articles of association, the Belgian company code or provisions of Belgian law. Under certain circumstances, directors may be criminally liable.

Under Tomkins Limited’s master Directors and Officers Insurance Policy and subject to the terms and conditions thereof, the directors of Belgian Guarantor are insured and may be indemnified in relation to liability they may incur in their capacity as such.

Brazilian Guarantor

Schrader International Brasil Ltda.

The Brazilian Guarantor is organized as a sociedade limitada, and is governed by articles 1052 through 1087 of Law 10406/02, as amended (the “Brazilian Civil Code”). Its corporate capital is held by Tomkins Automotive Company S.À.R.L. and Tomkins Investments Company S.À.R.L. (collectively, the “Partners”). A partners’ liability is limited to the subscribed and unpaid capital of the sociedade limitada.

In general, the liability of each partner of a sociedade limitada is limited to the value of the quotas held by such partner and when the company’s corporate capital has not been fully paid up, the liability of each partner is limited to the amount required to fully pay up its corporate capital. It is important to stress that all partners will be held jointly and severally liable for payment of the company’s capital. However, the Civil Code expressly establishes three exceptions to the rule on limitation of liability, namely:

 

  (i) personal and unlimited liability of the partner who takes part in a resolution on a transaction in which he/she has a conflict of interest with the company that is passed on account of the partner’s vote;

 

  (ii) unlimited liability of all partners that approve any resolution in violation of or contrary to the provisions of the law or of the company’s articles of association; and

 

  (iii) liability of the partner acting as a senior officer.

In addition to the three exceptions expressly established in the Civil Code in connection with limitation of liability, there are other exceptions established in specific laws and those arising from well-established case laws, especially regarding tax, labor and social security debts, when partners of sociedades limitadas could be held jointly and severally liable for their payments.

Neither the Brazilian Civil Code, nor the Articles of Association (Contrato Social) of the Brazilian Guarantor include specific indemnification provisions with respect to the officers or partners of the Brazilian Guarantor.

British Virgin Islands (“BVI”) Guarantors

Gates Engineering & Services Limited

Gates Fleximak Limited

(together, the “BVI Guarantors”)

BVI Business Companies Act 2004

Under section 132 of the BVI Business Companies Act 2004 a company incorporated in the British Virgin Islands may, subject to its memorandum or articles of association, indemnify its directors in respect of expenses, and liabilities reasonably incurred in connection with legal, administrative or investigative proceedings, provided that the relevant director acted honestly and in good faith and in what he believed to be the best interests of the company and, in the case of criminal proceedings, provided he had no reason to believe his conduct was unlawful.

 

II-17

Table of Contents

The power granted under section 132 is exclusive of any other rights which the relevant person may be entitled to under any agreement, or resolution of shareholders, disinterested directors or otherwise.

Under section 133 a BVI company may also purchase insurance in relation to its directors, whether or not the company has or would have had the power to indemnify the director under section 132.

Memorandum and Articles of Association

Under the Memorandum and Articles of Association of each of the BVI Guarantors, each company may indemnify its directors to the same extent as permitted under section 132 and purchase insurance as permitted by section 133.

Canadian Guarantor

Ruskin Company Canada Inc.

Canadian Business Corporations Act

Under the Canada Business Corporations Act (“CBCA”), Ruskin Company Canada Inc. (“Ruskin Canada”) may indemnify a present or former director or officer or an individual who acts or acted at Ruskin Canada’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with Ruskin Canada or other entity, provided that the director or officer acted honestly and in good faith with a view to the best interests of Ruskin Canada and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual’s conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. A director or officer is entitled to indemnification from Ruskin Canada as a matter of right if the individual was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and fulfilled the conditions set forth above.

By-Laws

As required or permitted by the CBCA, the By-laws of Ruskin Canada indemnify a director or officer, a former director or officer, or a person who acts or acted at Ruskin Canada’s request as a director or officer of a corporation in which Ruskin Canada is or was a shareholder or creditor and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of Ruskin Canada or such corporation if he acted honestly and in good faith with a view to the best interests of Ruskin Canada, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

Ontario Guarantors

ACD Tridon Inc.

Tomkins Automotive Canada Limited

(together, the “Ontario Guarantors”)

 

II-18

Table of Contents

Business Corporations Act (Ontario)

Under the Business Corporations Act (Ontario) (the “OBCA”), each of the Ontario Guarantors may indemnify a present or former director or officer or an individual who acts or acted at the applicable Ontario Guarantor’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the applicable Ontario Guarantor or other entity, provided that the director or officer acted honestly and in good faith with a view to the best interests of the applicable Ontario Guarantor and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual’s conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. A director or officer is entitled to indemnification from the applicable Ontario Guarantor as a matter of right if the individual was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and fulfilled the conditions set forth above.

By-Laws

As required or permitted by the OBCA, the By-laws of ACD Tridon Inc. (“ACD Tridon”) indemnify a director or officer, a former director or officer, or a person who acts or acted at ACD Tridon’s request as a director or officer of a corporation in which ACD Tridon is or was a shareholder or creditor and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of ACD Tridon or such corporation if he acted honestly and in good faith with a view to the best interests of ACD Tridon, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

The By-laws of Tomkins Automotive Canada Limited (“Tomkins Canada”) indemnify a director or officer, a former director or officer, or a person who acts or acted at Tomkins Canada’s request as a director or officer of a corporation in which Tomkins Canada is or was a shareholder or creditor and his heirs and legal representatives to the extent permitted by the OBCA. In accordance with the OBCA and subject to the foregoing, Tomkins Canada may from time to time indemnify and save harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in right of Tomkins Canada) by reason of the fact that he or she is or was an employee or agent of Tomkins Canada, or is or was serving at the request of Tomkins Canada as a director, officer, employee, agent of or participant in another body corporate, partnership, trust, joint venture or unincorporated association or organization, against expenses (including legal fees), judgments, fines and any amount actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted honestly and in good faith with a view to the best interests of Tomkins Canada or, as the case may be, to the best interests of the other entity for which he or she served at Tomkins Canada’s request and, with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful.

English Guarantors

ACD Tridon (Holdings) Limited

Air System Components Investments China Ltd

 

II-19

Table of Contents

Beta Naco Limited

British Industrial Valve Company Limited

Gates Auto Parts Holdings China Limited

Gates Engineering & Services UK Holdings Ltd.

Gates Fluid Power Technologies Investments Ltd

Gates Holdings Limited

Gates PowerTrain UK Limited

H Heaton Limited

Olympus (Ormskirk) Limited

Ruskin Air Management Limited

Shiitake Limited

Swindon Silicon Systems Limited

Tomkins Engineering Limited

Tomkins Finance Limited (formerly Tomkins Finance plc)

Tomkins Finance Luxembourg Limited

Tomkins Funding Limited

Tomkins Ideal Clamps (Suzhou) Investments Limited

Tomkins Investments China Limited

Tomkins Investments Limited

Tomkins Limited (formerly Tomkins plc)

Tomkins Overseas Company

Tomkins Overseas Investments Limited

Tomkins Pension Services Limited

Tomkins SC1 Limited

Tomkins Sterling Company

Tomkins Treasury (Canadian Dollar) Limited

Tomkins Treasury (Dollar) Company

Tomkins Treasury (Euro) Company)

Trico Products (Dunstable) Limited

Willer & Riley Limited

(together, the “English Guarantors”)

General

As companies incorporated in England and Wales, the English Guarantors are subject to, as applicable, the Companies Act 1929 (the “CA 1929”), the Companies Act 1949 (the “CA 1948”), the Companies Act 1985 (the “CA 1985”) and the Companies Act 2006 (the “CA 2006”). In addition to the provisions set out below, please also refer to Chapter 7 (Directors’ Liabilities) of the CA 2006 set out below at Chapter 7 of the Companies Act 2006.

The articles of association of each of the English Guarantors (except for British Industrial Valve Company Limited) provide that, subject, where applicable, to the provisions of the relevant Companies Act, each of their respective directors and officers shall be indemnified out of the assets of the relevant company against all losses or liabilities incurred by them in the execution of their duties of office or otherwise relating to their office, including liabilities incurred by them in defending any proceedings, whether civil or criminal, in which judgment is given in their favour, or in which they are acquitted or in connection with any application in which relief is granted to them by the court.

The articles of association of Air System Components Investments China Ltd, Gates Auto Parts Holdings China Limited, Gates Engineering & Services UK Holdings ltd., Gates Fluid Power Technologies Investments Ltd, Gates Holdings Limited, Gates PowerTrain UK Limited H Heaton Limited, Olympus (Ormskirk) Limited, Tomkins Engineering Limited, Tomkins Finance Limited, Tomkins Finance Luxembourg Limited, Tomkins Ideal Clamps (Suzhou) Investments Limited, Tomkins Investments China Limited, Tomkins Limited, Tomkins Overseas Company, Tomkins Sterling Company, Tomkins Treasury (Canadian Dollar) Company,

 

II-20

Table of Contents

Tomkins Treasury (Dollar) Company, and Tomkins Treasury (Euro) Company also provide that such companies may purchase and maintain insurance for any of their directors against any liability. This statement is a summary of the insurance provision as set out in articles of association of the applicable English Guarantors (which are set out in greater detail below).

ACD Tridon (Holdings) Limited and Trico Products (Dunstable) Limited

Article 33 (Indemnity) of the articles of association of ACD Tridon (Holdings) Limited and Trico Products (Dunstable) Limited provides that subject to the provisions of the Companies Act 1985 but without affecting any indemnity to which a director may otherwise be entitled no director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred as a result by the Company in consequence of the execution of the duties of his office. Additionally, every director or other officer of the Company shall be indemnified out of the assets of the applicable company against any losses or liabilities incurred by him:

 

  (i) in defending any civil or criminal proceedings in which he is acquired or judgment is given in his favour;

 

  (ii) in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the applicable company; and

 

  (iii) in the execution of the duties of his office or otherwise in relation thereto.

Air System Components Investments China Ltd, Gates Auto Parts Holdings China Limited, Gates Fluid Power Technologies Investments Ltd, Tomkins Finance Luxembourg Limited, Tomkins Ideal Clamps (Suzhou) Investments Limited and Tomkins Investments China Limited

Article 25 (Indemnity) of the articles of association of Air System Components Investments China Ltd, Gates Auto Parts Holdings China Limited, Gates Fluid Power Technologies Investments Ltd, Tomkins Finance Luxembourg Limited, Tomkins Ideal Clamps (Suzhou) Investments Limited and Tomkins Investments China Limited provides that subject to the provisions of the Companies Act 1985, the applicable company may purchase and maintain for any director or officer or employee or agent of the company insurance against any liability.

Subject to the Companies Act 1985, every person who is or has been a director or other officer or employee of the applicable company shall be indemnified out of the assets of the applicable company against all losses or liabilities which he may sustain or incur in the execution of the duties of his office, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under Sections 144 or 727 of the Companies Act 1985, in which relief is granted to him by the court. No director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the company in the execution of the duties of his office or in relation thereto.

If the board of directors of the applicable company thinks fit, every agent of the company may be so indemnified against any liability incurred by him in defending any such proceedings.

 

II-21

Table of Contents

H Heaton Limited and Olympus (Ormskirk) Limited

Article 21 (Indemnity) of the articles of association of H Heaton Limited and Olympus (Ormskirk) Limited provides that subject to the provisions of the Companies Act 1985, the company may purchase and maintain for any director or officer or auditor of the company insurance against any liability.

Subject to the Companies Act 1985, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every person who is or has been a director or other officer of the company shall be indemnified out of the assets of the company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under Sections 144 or 727 of the Companies Act 1985, in which relief is granted to him by the court. No director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the company in the execution of the duties of his office.

Gates Holdings Limited, Tomkins Engineering Limited, Tomkins Overseas Company, Tomkins Sterling Company, Tomkins Treasury (Canadian Dollar) Company, Tomkins Treasury (Dollar) Company and Tomkins Treasury (Euro) Company

Article 24 (Indemnity) of the articles of association of Gates Holdings Limited, Article 23 (Indemnity) of the articles of association of Tomkins Engineering Limited, Article 30 (Indemnity) of the articles of association of Tomkins Overseas Company and Article 29 of the articles of association of each of Tomkins Sterling Company, Tomkins Treasury (Canadian Dollar) Company, Tomkins Treasury (Dollar) Company and Tomkins Treasury (Euro) Company provide that subject to the provisions of the Companies Act 1985, the Company may purchase and maintain for any director or officer or employee or agent or auditor of the Company insurance against any liability.

Subject to the Companies Act 1985, every person who is or has been a director or other officer or employee of the Company shall be indemnified out of the assets of the applicable company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under Sections 144 or 727 of the Companies Act 1985, in which relief is granted to him by the court. No director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto.

If the board of directors of the Company thinks fit, every agent and the auditor of the applicable company may be so indemnified against any liability incurred by him in defending any such proceedings.”

Tomkins Finance Limited (formerly Tomkins Finance plc)

Article 161 (Indemnity) of the articles of association of Tomkins Finance Limited provides that subject to the provisions of the Companies Act 1985 and every other act or other statutory instrument in force and affecting the company including any statutory re-enactment or

 

II-22

Table of Contents

modification of the Companies Act 1985 and every other act or statutory instrument (the “Statutes”), the company may purchase and maintain for any director, managing director, secretary or other officer or employee or agent of the company, insurance against any liability.

Subject to the provisions of the Statutes, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every person who is or has been a director, managing director, secretary and other officer or employee of the company shall be indemnified out of the assets of the company against any liability relating to his conduct as, or incurred by him as, such director, managing director, secretary or other officer or employee of the company in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 144(3) or section 144(4) or section 727 of the Companies Act 1985 in which relief is granted to him by the court.

Additionally, if the board of directors of the company thinks fit, every agent of the company may be indemnified against any liability incurred by him/them in defending any such proceedings.

Beta Naco Limited

Article 25 (Indemnity) of the articles of association of Beta Naco Limited provides that to the extent not avoided by Section 310 of Companies Act 1985, every director or other officer or auditor of the company shall be entitled to be indemnified out of the assets of the company against all costs, charges, expenses, losses or liabilities sustained or incurred in the execution of the duties of his office, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquired, or in connection with any application under Section 144 or Section 727 of the Companies Act 1985 in which relief is granted to him by the court, and no director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the company in the execution of the duties of his office.

Gates Engineering & Services UK Holdings Ltd.

Article 31 (Indemnity and Expenses) of the articles of association of Gates Engineering & Services UK Holdings Ltd provides that to the extent permitted by law, the company may indemnify any director or former director of the company or of any associated company against any liability and may purchase and maintain for any director or former director of the company or of any associated company insurance against any liability. The company may also fund a director’s or former director’s expenditure and that of a director or former director of any holding company of the company for the purposes permitted under the Companies Act 1985 and may do anything to enable a director or former director or a director or former director of any holding company of the company to avoid incurring such expenditure as provided in the Companies Act 1985.

 

II-23

Table of Contents

Gates PowerTrain UK Limited

Article 83 (Indemnity) of the articles of association of Gates PowerTrain UK Limited provides that each relevant officer shall be indemnified out of the company’s assets against all costs, charges, losses, expenses and liabilities incurred by him as a relevant officer in the actual or purported execution and/or discharge of his duties, or in relation to them and in relation to the company’s (or any associated company’s) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006). This includes any liability incurred by him in defending any civil or criminal proceedings in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the company’s (or any associated company’s) affairs.

The company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to above and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure.

However, this Article 83 does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Act 2006 or by any other provision of law.

A “relevant officer” means any director or alternate director or other officer or former director or other officer of the company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Companies Act 2006) and may, if the members so decide include any person engaged by the company (or any associated company) as auditor (whether or not he is also a director or other officer), to the extent he acts in his capacity as auditor).

Article 84 (Insurance) of the articles of association of Gates PowerTrain UK Limited provides that the director may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant officer in respect of any relevant loss. With respect to the insurance provision, “relevant officer” does not include the auditor of the company (or any associated company).

 

84.2 In this Article 84:

A “relevant loss” means any loss or liability which has been or may be incurred by a relevant officer in connection with that officer’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company.

 

II-24

Table of Contents

Shiitake Limited

Article 35 (Indemnity) of the articles of association of Shiitake Limited provides that every director or other officer of the company shall be entitled to be indemnified out of the assets of the company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office, and no director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the company in the execution of the duties of his office.

Swindon Silicon Systems Limited, Tomkins Overseas Investments Limited and Tomkins Pension Services Limited

Article 7 (Indemnity) of the articles of association of Swindon Silicon Systems Limited, Article 16 (Indemnity) of the articles of association of Tomkins Overseas Investments Limited and Article 19 (Indemnity) of the articles of association of Tomkins Pension Services Limited provide that every director or other officer of the company shall be indemnified out of the assets of the company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under Section 448 of the Companies Act 1948, in which relief is granted to him by the court. No director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the company in the execution of the duties of his office or in relation thereto. But this Article shall only have effect in so far as its provisions are not avoided by Section 205 of the Companies Act 1948.

Tomkins Investments Limited

Article 27 (Indemnity) of the articles of association of Tomkins Investments Limited provides that subject to and so far as may be permitted by the Companies Act 1985, but without prejudice to any indemnity to which any person concerned may otherwise be entitled, the directors, alternate directors, auditors, secretary and other officers shall be indemnified out of the assets of the company against any costs, charges, losses, expenses and liabilities incurred by them in the execution and discharge of their duties, including all liability incurred by them as such in defending any proceedings, whether civil or criminal, in which judgment is given in their favour, or in which they are acquitted or in connection with any application under the Companies Act 1985 in which relief is granted to them by the court.

Tomkins Limited (formerly Tomkins plc)

Article 123 of the articles of association of Tomkins Limited provides that pursuant to the applicable statutes, the company can indemnify any director or former director of the company or of any associated company against any liability and can purchase and maintain insurance against any liability for any director or former director of the company or of any associated company.

 

II-25

Table of Contents

A director or former director of the company or of any associated company will not be accountable to the company or the shareholders for any benefit provided pursuant to Article 123. Anyone receiving such a benefit will not be disqualified from being or becoming a director of the company.

Tomkins SC1 Limited

Article 135 (Indemnity) of the articles of association of Tomkins SC1 Limited provides that every director and other officer of the company (including an auditor) shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application in which relief is granted to him by the court under the Companies Act 1948 and every statutory modification or re-enactment thereof for the time being in force.

British Industrial Valve Company Limited

The articles of association of British Industrial Valve Company Limited do not contain any provisions for indemnification of its directors.

Ruskin Air Management Limited and Tomkins Funding Limited

The articles of association of Ruskin Air Management Limited and Tomkins Funding Limited provide that Regulation 136 (Indemnity) contained in Table A of the Companies Act 1948 shall apply to such companies. Regulation 136 provides that every director, managing director, agent, auditor, secretary and other officer shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under section 448 of the Companies Act 1948 in which relief is granted to him by the court.

Willer & Riley Limited

The articles of association of Willer & Riley limited provide that Regulation 118 (Indemnity) contained in Table A of the Companies (Tables A to F) Regulations 1985 SI 1985/805 shall apply to the company. Regulation 118 provides that subject to the provisions of the Companies Act 1985, every director or other officer or auditor of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the company.

Chapter 7 of the Companies Act 2006

Directors’ Liabilities

Provision protecting directors from liability

The relevant sections of the CA 2006 are section 232 (provisions protecting directors from liability), section 233 (provision of insurance), section 234 (qualifying third party indemnity provision), section 235 (qualifying pension scheme indemnity provision), section 236 (qualifying indemnity provision to be disclosed in directors’ report), section 237 (copy of qualifying indemnity provision to be available for inspection), section 238 (right of member to inspect and request copy) and section 239 (ratification of acts of directors).

Following section 232(1) CA 2006 any provision (including that contained in the company’s articles, in any contract with the company or otherwise) that purports to exempt a director from liability for negligence, default, breach of duty or breach of trust in relation to a company is void and under section 232(2) CA 2006 any provision where the company (or an associated company) is seeking to indemnify a director for such liability is also void except as allowed by sections 233-235 CA 2006. While a company is not able to exonerate its directors from liabilities arising from their conflicts of interests, section 232 allows the company to make provision in its articles for dealing with directors’ conflicts of interests.

By virtue of sections 233-235 CA 2006, the prohibition of indemnification in section 232(2) CA 2006 does not:

 

(a) prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability for negligence, default, breach of duty or breach of trust in relation to the company;
(b) apply to a “qualifying third party indemnity provision.” This is a provision that does not indemnify the director against a liability to the company or to an associated company, does not provide indemnity against payment of a criminal fine or a regulatory penalty; or provide indemnity against any liability incurred (i) in defending criminal proceedings in which the director is convicted; (ii) in defending any civil proceedings brought by the company, or an associated company, in which judgement is given against the director; or (iii) in an unsuccessful application for relief from liability under the provisions for relief in CA 2006; and

 

(c) apply to a provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme (a “qualifying pension scheme indemnity provision”). To qualify, the indemnity provision must not provide any indemnity against criminal fines, regulatory penalties or any liabilities incurred in defending criminal proceedings in which the director is convicted.

Section 236 CA 2006 requires disclosure of any qualifying third party indemnity provision and any qualifying pension scheme indemnity provision, relating to the company or an associated company, in the directors’ report. Therefore, where a company provides a qualifying indemnity provision to a director of an associated company, the provision must be disclosed in the directors’ reports of both companies.

Sections 237 and 238 CA 2006 ensure that a qualifying third party indemnity provision and any qualifying pension scheme indemnity provision made by a company for its director, or for the director of an associated company, is available for inspection by the members of (a) the company of which he is director; and (if different) (b) the company which provided the indemnity. Section 237 CA 2006 imposes an obligation on the company giving the indemnity, and on the company whose director is indemnified (if different), to keep available for inspection a copy of the indemnity, or, if it is not in writing, a memorandum of the indemnity setting out its terms. The copy or memorandum must be made available at the company’s registered office or at another location notified to the Registrar of Companies under section 1136 CA 2006. The copy or memorandum must be retained by the company and kept available for inspection for at least one year after the indemnity has been terminated or expired. Section 238 CA 2006 gives members of a company a right to inspect without charge the copy or memorandum.

Section 239 CA 2006 provides for the ratification of conduct by a director amounting to negligence, default, breach of duty or breach of trust in relation to the company. The ratification must be made by a resolution of the members of the company and the director concerned, nor any person connected with him, is able to vote on the ratification.

 

II-26

Table of Contents

German Guarantors

Eifeler Maschinenbau GmbH

Gates Holding GmbH

Gates Mectrol GmbH

Trion (Deutschland) GmbH

Tridon Clamp Products GmbH

German Law

Under German law a managing director of a German Guarantor shall be entitled to claim indemnification from a shareholder of a German Guarantor in the event that the managing director will be liable for a business-destroying intervention (existenzvernichtender Eingriff) jointly with the shareholder provided that the shareholder has instructed the managing director to the action or omission resulting into the business-destroying intervention.

Following the German legal principles regarding the “mandate and contract for the management of the affairs of another” and in particular sec. 670 of the German Civil Code (“BGB”), a German Guarantor will be obliged to reimburse all expenses (Aufwendungen) incurred by a managing director for the purpose of performing a mandate on behalf of the respective German Guarantor that the managing director lawfully considered to be necessary in the circumstances.

 

II-27

Table of Contents

The managing directors may also be entitled to ask for indemnification by a German Guarantor pursuant to sect. 426 (1) BGB in case of joint liability with the German Guarantor vis-à-vis third parties, provided that the managing director has not violated any of his/her obligations towards the German Guarantor. The same principles apply in case of a joint and several liability of two or more managing directors among themselves. In case of a joint liability of a managing director and the respective German Guarantor vis-à-vis the German tax authorities for any tax payments, the managing director is entitled to ask for indemnification by the German Guarantor in respect to the primary tax obligation but excluding any fine for late payment. The right to ask for such indemnification does not exist, however, if and to the extent the managing director and the German Guarantor would be liable based on tort (sect. 823 to 853, 31 BGB).

Articles of Incorporation

The articles of incorporation of each of the German Guarantors do not contain indemnification provisions.

Luxembourg Guarantors

Schrader Investments Luxembourg S.à r.l.

Tomkins American Investments S.à r.l.

Tomkins Automotive Company, S.à r.l.

Tomkins Holdings Luxembourg, S.à r.l.

Tomkins Investments Company S.à r.l.

Tomkins Luxembourg S.à r.l.

Tomkins Overseas Holdings S.à r.l.

Luxembourg Law

Each of the Luxembourg Guarantors is incorporated as a private limited company (société à responsabilité limitée or “S.à r.l”) under the laws of Luxembourg. Managers of a Luxembourg S.à r.l. may be held personally liable as managers for their acts in such capacity in the following circumstances: (i) they can be held individually liable toward the company, but not to third parties, for mismanagement; (ii) they can be held jointly and severally liable toward the company and third parties from a breach of the provisions of the law of 10 August 1915 on commercial companies, as amended, or of the articles of association of the company (unless they did not participate in the breach and brought the facts to the knowledge of the shareholders immediately upon becoming aware of such facts); and (iii) they can be held liable, to any other person, for tort as to damages only which are distinct from a damage that would be suffered by the company.

A Luxembourg company may be held liable for criminal offenses where a criminal action has been committed in the name and for the benefit of such company, by one of its legal or de facto representatives. As Luxembourg provisions do not exclude accumulation of liabilities, such representatives may also have their criminal liability withheld.

Luxembourg law does not contain provisions regarding the indemnification of managers and officers. However, according to Luxembourg employment law, an employer may, under certain circumstances, be required to indemnify an employee against losses and expenses incurred by him in the execution of his duties under an employment agreement, unless the losses and expenses arise from the employee’s gross negligence or willful misconduct.

Articles of Incorporation

The articles of incorporation of each of the Luxembourg Guarantors do not contain indemnification provisions.

Mauritius Guarantor

Tomkins Mauritius Company Limited

 

II-28

Table of Contents

Companies Act 2001

The Companies Act 2001 (the “Mauritius Companies Act”) generally prohibits a company from indemnifying or directly or indirectly effecting insurance for its directors or employees in relation to:

 

  •  

liability for any act/omission of the director or employee in his capacity as director or employee; or

 

  •  

costs incurred by that director or employee in defending or settling any claim or proceedings relating to any such liability.

Any such indemnity given is deemed void. However, directors or employees may, in the circumstances outlined in paragraphs below, be indemnified for breach of duty.

A company may indemnify a director or employee for any costs he may have incurred in proceedings that relate to liability for any act or omission in his capacity as director or employee. Provided that the indemnity is expressly authorised by the constitution of the company, the director or employee must have either obtained judgment in his favour, been acquitted, had proceedings which were initiated against him discontinued, been granted relief by the Court or, had, where proceedings were threatened, the threatened action abandoned or not pursued.

A company may indemnify a director or employee for any liability to a third party (i.e. a person other than the company itself or a related company) in the capacity of director or employee. Such indemnity must be expressly provided for in the constitution of the company. However, a director may not be indemnified against criminal liability or for any liability arising from breach of duty to act in good faith or in the best interests of the company.

The Mauritius Companies Act allows a company to effect insurance for its directors and employees, in respect of:

 

  •  

liability (other than criminal liability) for any act/omission in his capacity as a director or employee;

 

  •  

costs incurred by that director or employee in defending or settling any claim or proceeding relating to any such liability; or

 

  •  

costs incurred by that director or employee in defending any criminal proceedings, either that have been brought against the director or employee in relation to any act/omission of that director or employee in his capacity as director or employee, in which that person is either acquitted or a nolle prosequi is entered.

A company may provide insurance cover for a director or employee with prior approval of the board and provided the constitution of the company contains such express authorisation for such grant of insurance cover.

The board of the company is also under obligation to make all the necessary disclosures in respect of such indemnities or insurance in the directors’ interests register (if any), the minutes and the annual report. If a company covers a director or employee, and the provisions of the Mauritius Companies Act regarding insurance and the mandatory disclosures have not been complied with, the director or employee will be personally liable to the company for the cost of effecting the insurance, unless the director or employee proves that it was fair to the company at the time the insurance was effected.

Constitution

The provisions in constitution of the Mauritius Guarantor as regards the indemnification of directors / employees reflect the stipulations of the Mauritius Companies Act, outlined above.

Mexican Guarantors

AMP Industrial Mexicana S.A. de C.V.

Aplicadores Mexicanos, S.A. de C.V.

 

II-29

Table of Contents

Auto Industrial de Partes, S.A. de C.V.

Ruskin de Mexico S.A. de C.V.

Tomkins Poly Belt Mexicana, S.A. de C.V.

Mexican Law

Under Mexican law, when an officer or director of a Mexican corporation acts within the scope of his authority, the Mexican corporation shall be responsible for any resulting third party liabilities or expenses. However, under certain specific circumstances pertaining to tax, and environmental irregularities of the Mexican corporation, its officers or directors may be personal and jointly liable with the Mexican corporation. This type of liability should be contractually covered by an indemnity given by the Mexican corporation in favor of the officers or directors.

Bylaws

The bylaws of the Mexican Guarantors as of the date hereof do not include specific indemnification provisions with respect to the officers or directors of the Mexican Guarantors.

Dutch BV Guarantor

Pinafore Holdings B.V.

Dutch Law

Under Dutch law the following applies with respect to the liability of members of the managing board and possible indemnification by a besloten vennootschap met beperkte aansprakelijkheid (“BV”).

As a general rule, members of the managing board of a BV are not liable for obligations incurred by or on behalf of the company. Under certain circumstances, however, members of the managing board of a BV may be liable to the company for damages in the event of improper or negligent performance of their duties. They may be jointly and severally liable for damages to the company and to third parties for infringement of the articles of association or of certain provisions of the Dutch Civil Code. In certain circumstances, members of the managing board may also incur additional specific civil and criminal liabilities.

With respect to their liability with respect to a BV the following applies. As a general rule, each director of the managing board must properly perform the duties assigned to him or her. Failure of a director in his duties does not automatically lead to liability. Liability is only incurred in case of severe reproach. The liability of directors towards the company can be waived by a discharge (décharge). Discharge is generally granted by the general meeting of shareholders. Such discharge in principle only releases directors from liability for actions which have been disclosed at or to the general meeting of shareholders or which appear from the annual accounts. A discharge does not affect the liability of the directors towards third parties or their liability to any trustee in bankruptcy.

With respect to directors’ liability with respect to third parties, there are various statutory grounds pursuant to which a director of the managing board of a BV may be held liable, such as specific liability in bankruptcy, liability for tax debts, social security contributions and contributions to mandatory pension funds, liability based on tort, liability for misrepresentation in annual accounts and personal liability of directors under Dutch criminal law (including economic offenses).

Limited Partnership Agreement

The limited partnership agreement of the Dutch BV Guarantor does not include specific indemnification provisions with respect to its general partner.

 

II-30

Table of Contents

Dutch CV Guarantor

Montisk Investments Netherlands C.V.

Under the laws of the Netherlands a commanditaire vennootschap (“CV”) is not a legal person (rechtspersoon), but a partnership established by an agreement between one or more general partners (beherend vennoten), whose liability is unlimited, and one or more limited partners (commanditaire vennoten), whose liability in principle is limited to the amount of their capital contributions. Please note, that the liability of a limited partner may become unlimited, if that limited partner becomes too involved in the management of the CV.

The capital and/or assets contributed by the partners to the CV belong, in principle, legally and/or economically, in joint ownership to the partners of the CV. A CV is however deemed to legally have a separate estate (afgescheiden vermogen). This means that in respect of the assets of the CV the creditors of the CV have priority over the other creditors of the general partners.

Limited Partnership Agreement

The limited partnership agreement of the Dutch CV Guarantor does not include specific indemnification provisions with respect to its general partner.

Northern Ireland Guarantor

Schrader Electronics Limited

Companies Act 2006

As a part of the United Kingdom, Northern Ireland is subject to the provisions of the Companies Act, 2006 (the “CA 2006”). The relevant sections of the CA 2006 are sections 205 (defence costs loan), 232 and 234–235 (director indemnities), 236–238 (public disclosure) and 239 (ratification of conduct). See also “– English Guarantors – Chapter 7 of the Companies Act 2006.”

Restrictions in the CA 2006 apply to indemnities provided to directors of companies incorporated under the CA 2006 or any of its predecessors, namely companies incorporated in the UK. The CA 2006 does not restrict the scope of any indemnity that may be offered to:

 

  (i) employees and other individuals who are not directors of a UK company in a group of companies; or

 

  (ii) directors of non-UK companies.

All references to a company in this summary shall refer to a UK company.

Section 205 of the CA 2006 allows a company to lend money to a director to finance his legal and other costs involved in defending himself against any civil regulatory or criminal proceedings brought against him alleging breach of duty, breach of trust or negligence in relation to the company or any associated company.

The loan may also cover the cost of an application for relief from liability under s. 661(3) or (4) (Liability of others where nominee fails to make payment in respect of shares) or s. 1157 (Power to grant relief in certain circumstances) of the CA 2006. The funding must be by way of a loan because the CA 2006 requires that in some circumstances when the director is found to have acted in breach of duty, or where is convicted of a criminal offence, he must repay what the company has funded on his behalf.

The CA 2006 requires the funding arrangement to be such that, subject to two exceptions, the loan involved is repayable immediately in the event that the final outcome of the proceedings is that the director is not exonerated. There are two exceptions to the statutory requirement that the director must repay a company loan if he is not exonerated of wrongdoing, namely if the director is found guilty in a third party civil action (i.e. one not brought by or on behalf of the company or any of its UK-incorporated associated companies), and a regulatory proceeding against him. In these two instances, the company has discretion as to whether or not to indemnify a director for his defence costs and (if so) whether to do so via a loan or direct indemnity arrangement.

 

II-31

Table of Contents

In a case where the director is exonerated of wrongdoing, or is not otherwise required by the CA 2006 and the company to repay the loan, it may be written off by way of indemnity, unless the indemnity contract itself provides otherwise. The obligation to impose a contingent repayment obligation necessitates the loan arrangement being documented in a formal contract.

Indemnification powers in articles of association of companies

As a decision to grant an indemnity contract to a director, and/or to lend him money to fund his defence, involves a fiduciary relationship between the company and the director(s) concerned, it is necessary for the board to be given the express power to do so within the company’s articles of association. The same applies to the purchase of director and officer insurance for the company’s directors.

The powers given by this article shall not limit any general powers of the company to grant indemnities, purchase and maintain insurance or provide funds (whether by way of loan or otherwise) to any person in connection with any legal or regulatory proceedings or applications for relief.

The form of the indemnity contract

Any indemnity will need to be documented by contract, as will any defence costs loan arrangement. It has been held by the courts that directors cannot rely on an indemnification provision in the company’s articles of association, even where the article expresses the directors’ indemnity rights in mandatory form. That is because the articles constitute a contract between the company and its members, not between the company and its directors. A director’s right to be indemnified therefore derives from his contractual relationship with the company.

 

II-32

Table of Contents

Indemnity contracts can be effected by deed or by deed poll.

AoA Provisions

Every director, auditor, secretary or other officer of the Northern Ireland Guarantor shall be entitled to be indemnified by the Northern Ireland Guarantor against all costs, charges, losses, expenses and liabilities incurred by him in the execution and/or discharge of his duties and/or the exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or offices, including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Northern Ireland Guarantor and which judgement is given in his favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted.

Russia Guarantor

Gates CIS LLC

Russian Law Provisions

Members of the board of directors of a Russian limited liability company may incur civil, administrative and/or criminal liabilities under Russian legislation for violations of legal norms or non-fulfilment of their duties. Such liabilities are personal in nature, i.e., liability is imposed on a person only if violations are committed due to his or her fault.

 

II-33

Table of Contents

The general provision concerning liability of directors is found in Article 53.3 of the Civil Code, which imposes on a director the requirement to act in good faith and reasonably in the interests of the company and, failing that, to compensate any damages inflicted upon the company. More specific guidance on this matter is given by Article 44 of the Federal Law dated February 8, 1998, as amended, No. 14-FZ “On the Limited Liability Companies” (the “Russian LLC Law”) whereby a director can be held liable for damages sustained by the company and caused by his/her culpable acts or failure to act.

When determining the existence or amount of a director’s liability for breaches of his duty, the Russian LLC Law requires that at least two factors be taken into account. First, a director is not liable for losses caused by actions (or inaction) causing damages to the company if he voted against the relevant decision or did not take part in the voting. Second, the Russian LLC Law provides that “customs of commercial activity and other circumstances relating to the specific case” must be taken into account in determining the liability of directors.

The scope of a director’s civil liability is not limited to direct damages but potentially also includes lost profits in accordance with Article 15 of the Civil Code.

A court action to compensate losses caused to the company by culpable actions or inaction by a manager or director of the company may be initiated by the company or its participant(s).

Turkish Guarantor

Gates Güç Aktarim Sistemleri Dağitim Sanayi ve Ticaret Limited Şirketi

The liabilities of, and indemnification to, the managers of the Turkish Guarantor, can be determined as per (i) the principles set forth under Turkish law with respect to liability of the managers in a limited liability partnership (a “Turkish LLP”); and (ii) the principles set forth under the articles of association (the “Turkish AoA”) of the Turkish Guarantor.

Turkish Law Provisions

The relevant provisions are set forth under the (i) Turkish Commercial Code (“TCC”), and (ii) certain other legislation.

 

  (i) Provisions under the TCC:

According to the TCC, a Turkish LLP does not have a board of directors. Under the TCC, a person who performs a general managerial role, carrying out the business and activities of and representing and binding a Turkish LLP is defined under the TCC as the “principal” (“müdür”) of the company.

Under the TCC, as a general principle, a Turkish LLP principal would not be held personally liable for the acts and the contracts he/she has performed on behalf of the Turkish LLP. However, a principal, negligently or fraudulently, failing to perform his/her duties vested in him/her by the TCC or by other applicable pieces of legislation or the articles of association, will be held liable against the company, the partners and the creditors of the company. The partners and the creditors of the Turkish LLP may file a lawsuit against the principals for the compensation of either their (a) indirect damages (such as damages decreasing the value of the Turkish LLP’s assets) or (b) direct damages (damages incurred irrespective of any damages to the company itself).

The TCC further sets forth the following reasons for invoking the liability of a principal: (i) incorrect payments made by the partners in respect of their capital contributions, (ii) distribution and payment of dividends, irrespective of the actual situation-not reflected in the balance sheet, (iii) corporate books and records’, which are required to be maintained as per the applicable laws, not being present or not being properly kept; (iv) non-implementation of partners’ assembly meetings without any valid causes); (v) non-compliance with the applicable

 

II-34

Table of Contents

law in the increase of share capital; (vi) initiation of lawsuits against the decisions of the general assembly of partners in bad faith; and (vii) not investigating the corrupt acts in the formation phase of the Turkish LLP, (please note that criminal liability of a principal may also be invoked if this would be the case).

 

  (ii) Provisions under other legislation:

Tax Legislation: In the event that a Turkish LLP fails to pay its taxes, the principal of such Turkish LLP may be held personally liable and ordered to pay the taxes in addition to default payments and penalties.

Social Insurance Legislation: Pursuant to the Law on Social Insurance and General Health Insurance, the principal of a Turkish LLP may be held jointly and severally liable with the company for the overdue premium debts (together with the monetary penalties and accrued interest), deducted from the employees’ wages to the Social Security Institution.

Employment Legislation: Under Turkish Employment Law, a person, who acts on behalf of the employer and participates in the administration of a company, is deemed to be the “employer’s agent”, and may be subject to certain monetary penalties. The principal of a Turkish LLP may be considered as the employer’s agent and such monetary penalties may be imposed on the principal as well.

Environmental Legislation: Under the Environmental Law, a person who directly or indirectly pollutes the environment will be held responsible. However, if such act of pollution constitutes a crime under the Turkish Criminal Code, the relevant Public Prosecutor may at its sole discretion include the officers of a company (e.g. the principal of a Turkish LLP) within the scope of criminal prosecution process.

Criminal Law: As per the general principle under Turkish criminal law regarding the individuality of criminal liability (ceza sorumluluğunun şahsiliği kurali), the main principle is prosecution of and application of criminal sanctions and penalties to individuals, and concept of “enterprise liability” is rejected in principle. Accordingly, if the relevant public prosecutor determines that a criminal offense has been committed by an action of a legal entity, it may be possible that the officers of such entity (e.g. the principal of a Turkish LLP) may be included within the scope of the criminal prosecution process.

AoA Provisions

The AoA of the Turkish Guarantor does not include specific indemnification provisions with respect to the managers of the Turkish Guarantors.

United Arab Emirates (“UAE”) Guarantors

Gates Engineering & Services FZCO

Gates Engineering & Services Hamriyah FZE

UAE Law Provisions

Federal Law No. 8 of 1984 Concerning Commercial Companies, as amended from time to time (“UAE Companies Law”) applies to all corporate entities incorporated in the UAE, except that the UAE Companies Law does not apply to companies incorporated in UAE free zones to the extent that the subject matter of the UAE Companies Law is addressed in the implementing regulations of the relevant free zone.

Gates Engineering & Services Hamriyah FZE is subject to the Hamriyah Free Zone Implementing Rules and Regulations Concerning the Establishment of Free Zone Establishments at HFZ issued pursuant to Sharjah Emiri Decree No. 6 of 1995 (“HFZ Implementing Regulations”). Gates Engineering & Services FZCO is subject to Implementing Regulations No. 1/99 issued by the Jebel Ali Free Zone Authority pursuant to Law No. 2 of 1986 Concerning the Formation of Legal Establishments at JAFZ (“JAFZ Implementing Regulations”, and together with the HFZ Implementing Regulations, the “Implementing Regulations”).

As neither Gates Engineering & Services Hamriyah FZE nor Gates Engineering & Services FZCO have a memorandum or articles of association, the relevant Implementing Regulations set out the principal corporate governance requirements and the UAE Companies Law will apply in respect of any corporate matters not addressed in the relevant Implementing Regulations.

The Implementing Regulations do not address the liability or potential liability of directors and officers nor do they address the indemnification or possible indemnification of directors and officers of companies incorporated in the relevant free zone.

Article 115 of the UAE Companies Law provides that any resolution adopted by the general assembly of a Company approving the release of the board of directors from liability shall not be effective in respect of faults and mistakes made by the directors in the performance of their functions. Pursuant to Article 115, in the event that the general assembly ratifies a specific act carried out by the board on behalf of the Company, the shareholders will only have a period of one year from the date of the ratification to make a claim against the directors for any liability incurred in respect of the relevant act. However, the UAE Companies Law is silent with regard to a company’s ability to indemnify its directors and officers from liability arising from carrying out their duties.

 

II-35

Table of Contents

Exhibits

 

Exhibit
No.

  

Description

 3.1**   Articles of Association of Pinafore Holdings B.V.
 3.2**   Partial Amendment of the Articles of Association of Pinafore Holdings B.V.
 3.3**   Certificate of Incorporation of Tomkins, Inc.
 3.4**   Certificate of Amendment to Certificate of Incorporation of Tomkins, Inc.
 3.5**   Bylaws of Tomkins, Inc.
 3.6**   Certificate of Formation of Tomkins, LLC
 3.7**   Certificate of Amendment to Certificate of Formation of Tomkins, LLC
 3.8**   Amended and Restated Limited Liability Company Agreement of Tomkins, LLC
 4.1**   Indenture, dated as of September 29, 2010, among Pinafore, LLC (now Tomkins, LLC), Pinafore, Inc. (now Tomkins, Inc.), Pinafore holdings B.V., the note guarantors named therein and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee.
 4.2**   First Supplemental Indenture, dated as of November 18, 2010, among Tomkins Mauritius Company Limited, Schrader Electronics Limited, ACD Tridon Inc., Ruskin Company Canada Inc., Tomkins Automotive Canada Limited and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee.
 4.3**   Second Supplemental Indenture, dated as of December 21, 2010, among Gates Engineering & Services Ltd., Gates Fleximak Ltd., Gates CIS LLC, Eifeler Maschinenbau GMBH, Gates Holding GMBH, Gates Mectrol GMBH, Tridon Clamp Products GMBH, Trion (Deutschland) GMBH and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee.
 4.4**   Third Supplemental Indenture, dated as of December 23, 2010, among Gates Power Transmission Europe BVBA and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee.
 4.5**   Fourth Supplemental Indenture, dated as of January 20, 2011, among Gates Engineering & Services Australia Pty Ltd CAN 142 531 244 and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee.
 4.6**   Fifth Supplemental Indenture, dated as of February 23, 2011, among Schrader International Brasil Ltda., AMP Industrial Mexicana, S.A. de C.V., Aplicadores Mexicanos, S.A. de C.V., Auto Industrial de Partes, S.A. de C.V., Ruskin de México, S.A. de C.V., Tomkins Poly Belt Mexicana, S.A. de C.V., Gates Powertrain Plastik Metal Ve Makina Sanayii Ve Ticaret Limited Sirketi, Gates Guc Aktarim Sistemler Dagitim Sanayi Ve Ticaret Limited Sirketi, Gates Engineering & Services FZCO and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee.
 4.7**   Sixth Supplemental Indenture, dated as of February 24, 2011, among Gates Powertrain UK Limited and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee.
 4.8**   Seventh Supplemental Indenture, dated as of March 3, 2011, among Gates Engineering & Services Hamriyah FZE and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee.
 4.9**   Form of 9% Senior Secured Second Lien Note due 2018 (included in Exhibit 4.2).
 4.10**   Registration Rights Agreement, dated as of September 29, 2010, by and among Pinafore, LLC (now Tomkins, LLC), Pinafore, Inc. (now Pinafore, Inc.), Pinafore Acquisitions Limited (now Tomkins Acquisitions Limited), the other guarantors party thereto, Banc of America Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc., RBC Capital Markets Corporation and UBS Securities LLC.
 4.11**   Third Supplemental Trust Deed relating to the £750,000,000 EMTN Program, dated August 28, 2003.
 4.12   Eighth Supplemental Indenture, dated as of August 18, 2011, among St. Augustine Real Estate Holding LLC and Wilmington Trust, National Association, as trustee.
 5.1   Form of Opinion of Latham & Watkins LLP.
 5.2**   Opinion of Lathrop & Gage LLP.
 5.3**   Opinion of May Oberfell Lorber.
 5.4**   Opinion of Dinsmore & Shohl (Ohio) LLP.
 5.5**   Opinion of Dykema Gossett PLLC.
 5.6   Form of Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC.
 5.7**   Opinion of Garvey Schubert Barer.
 5.8**   Opinion of Allen & Overy.
 5.9   Form of Opinion of DLA Piper UK LLP.
 5.10   Form of Opinion of Pinheiro Neto Advogados.

 

II-36

Table of Contents

Exhibit
No.

  

Description

  5.11**   Opinion of Walkers.
  5.12   Form of Opinion of Davies Ward Phillips & Vineberg LLP.
  5.13   Form of Opinion of Latham & Watkins (London) LLP.
  5.14   Form of Opinion of Latham & Watkins (Munich) LLP.
  5.15   Form of Opinion of Freshfields Bruckhaus Deringer Amsterdam B.V.
  5.16**   Opinion of Luther Rechtsanwaltsgesellschaft mbH.
  5.17**   Opinion of Appleby.
  5.18**   Opinion of Ritch Mueller, S.C.
  5.19   Form of Opinion of Arthur Cox.
  5.20   Form of Opinion of Latham & Watkins (Moscow) LLP
  5.21   Form of Opinion of Hergüner Bilgen Özeke Avukatlik Ortakliği.
  5.22   Form of Opinion of Hadef & Partners (Gates Engineering & Services Hamriyah FZE).
  5.23**   Opinion of Dinsmore & Shohl (Kentucky) LLP.
  5.24   Form of Opinion of Hadef & Partners (Gates Engineering & Services FZCO).
10.1   Credit Agreement, dated as of July 27, 2010 as amended and restated on August 6, 2010 and as further amended and restated on September 21, 2010 among Pinafore, LLC, Pinafore, Inc., Pinafore Acquisitions Limited, the Guarantors party hereto, Citibank, N.A., as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, each lender from time to time party hereto, Banc of America Securities LLC, as Syndication Agent, Citigroup Global Markets Inc., Banc of America Securities LLC, Barclays Capital, RBC Capital Markets and UBS Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, and Citigroup Global Markets Inc., Barclays Bank PLC, RBC Capital Markets and UBS Securities LLC, as Co-Documentation Agents.
10.2   Amendment No. 3 to the Credit Agreement, dated as of September 28, 2010, among Pinafore, LLC, Pinafore, Inc., Pinafore Acquisitions Limited, the Guarantors party hereto, Citibank, N.A., as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, each lender from time to time party hereto, Banc of America Securities LLC, as Syndication Agent, Citigroup Global Markets Inc., Banc of America Securities LLC, Barclays Capital, RBC Capital Markets and UBS Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, and Citigroup Global Markets Inc., Barclays Bank PLC, RBC Capital Markets and UBS Securities LLC, as Co-Documentation Agents.
10.3   Amendment No. 4 to the Credit Agreement, dated as of February 17, 2011, among Tomkins, LLC, Tomkins, Inc., Pinafore Holdings B.V., the Guarantors party hereto, Citibank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, Citicorp USA Inc., as Collateral Agreement, each lender from time to time party hereto, Merrill Lynch, Pierce, Fenner & Smith Incorporation, as Syndication Agent, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital, RBC Capital Markets and UBS Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, and Citigroup Global Markets Inc., Barclays Bank PLC, RBC Capital Markets and UBS Securities LLC, as Co-Documentation Agents.
10.4   U.S. Security Agreement, dated as of July 27, 2010, as amended and restated on September 21, 2010, among the grantors identified therein and Citicorp USA, Inc., as collateral agent.
10.5   Supplement No. 1 to the U.S. Security Agreement, dated as of September 29, 2010, among the grantors identified therein and Citicorp USA, Inc., as collateral agent.
10.6**   U.S. Second Lien Notes Security Agreement, dated as of September 29, 2010, among the grantors identified therein and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as collateral agent.
10.7   Security Agreement, dated as of September 30, 2010, between the chargors named therein and Citicorp USA, Inc.
10.8**   Security Agreement, dated as of September 30, 2010, between the chargors named therein and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as collateral agent.
10.9   Amendment No. 5 to the Credit Agreement, dated as of June 30, 2011, among Tomkins, LLC, Tomkins, Inc., Pinafore Holdings B.V., the Guarantors party hereto, Citibank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, Citicorp USA Inc., as Collateral Agreement, each lender from time to time party hereto, Merrill Lynch, Pierce, Fenner & Smith Incorporation, as Syndication Agent, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital, RBC Capital Markets and UBS Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, and Citigroup Global Markets Inc., Barclays Bank PLC, RBC Capital Markets and UBS Securities LLC, as Co-Documentation Agents.
12.1   Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1**   List of Subsidiaries.
23.1   Consent of Deloitte LLP, Independent Registered Public Accounting Firm.
23.2**   Consent of Latham & Watkins LLP (included in Exhibit 5.1).
23.3**   Consent of Lathrop & Gage LLP (included in Exhibit 5.2).
23.4**   Consent of May Oberfell Lorber (included in Exhibit 5.3).
23.5**   Consent of Dinsmore & Shohl LLP (included in Exhibit 5.4).
23.6**   Consent of Dykema Gossett PLLC (included in Exhibit 5.5).
23.7   Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in Exhibit 5.6).
23.8**   Consent of Garvey Schubert Barer (included in Exhibit 5.7).
23.9**   Consent of Allen & Overy (included in Exhibit 5.8).
23.10   Consent of DLA Piper UK LLP (included in Exhibit 5.9).
23.11   Consent of Pinheiro Neto Advogados (included in Exhibit 5.10).
23.12**   Consent of Walkers (included in Exhibit 5.11).
23.13   Consent of Davies Ward Phillips & Vineberg LLP (included in Exhibit 5.12).
23.14   Consent of Latham & Watkins (London) LLP (included in Exhibit 5.13).
23.15   Consent of Latham & Watkins LLP (included in Exhibit 5.14).
23.16   Consent of Freshfields Bruckhaus Deringer Amsterdam B.V. (included in Exhibit 5.15).
23.17**   Consent of Luther Rechtsanwaltsgesellschaft mbH (included in Exhibit 5.16).
23.18**   Consent of Appleby (included in Exhibit 5.17).
23.19**   Consent of Ritch Mueller, S.C. (included in Exhibit 5.18).
23.20   Consent of Arthur Cox (included in Exhibit 5.19).
23.21   Consent of Latham & Watkins (included in Exhibit 5.20).
23.22   Consent of Hergüner Bilgen Özeke Avukatlik Ortakliği (included in Exhibit 5.21).
23.23   Consent of Hadef & Partners (included in Exhibit 5.22).
23.24**   Consent of Dinsmore & Shohl LLP (included in Exhibit 5.23).
23.25   Consent of Hadef & Partners (included in Exhibit 5.24).
24**   Powers of Attorney (included on the signatures pages hereof).
25.1   Statement of Eligibility of the Trustee on Form T-1 under the Trust Indenture Act.
99.1**   Form of Letter of Transmittal.
99.2**   Form of Notice of Guaranteed Delivery.
99.3**   Form of Letter to DTC Participants.
99.4**   Form of Letter to Beneficial Holders.

 

* To be filed by amendment.
** Previously filed.

 

II-37

Table of Contents

Undertakings

Each of the undersigned registrants hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1993;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A.4 of Form 20–F at the start of any delayed offering or throughout a continuous offering;

(5) to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of a registrant pursuant to the foregoing provisions, or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each of the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

II-38

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Pinafore Holdings B.V. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on the 22 nd day of August, 2011.

 

PINAFORE HOLDINGS B.V.
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Pinafore Holdings B.V.:

 

Signature      Title   Date

*

 

James Nicol

     

Director C

(Principal Executive Officer)

   August 22, 2011

*

 

John W. Zimmerman

     

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Ryan Terrance Selwood

      Director B   August 22, 2011

 

Anthony David Morgan

      Director B  

 

Konstantin Gilis

      Director A  

*

 

Donald West

      Director A   August 22, 2011

*

 

Ronald Rosenboom

      Director C   August 22, 2011

*

 

Edwin Denekamp

      Director C   August 22, 2011

*

 

Roelof Langelaar

      Director C   August 22, 2011

*

 

Pieter Hallebeek

      Director C   August 22, 2011

*

 

Johan Haneveer

      Director C   August 22, 2011

*

 

Thomas C. Reeve

      Authorized Representative in the United States   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, ACD Tridon (Holdings) Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

ACD TRIDON (HOLDINGS) LIMITED
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For ACD Tridon (Holdings) Limited:

 

Signature      Title   Date

*

 

Michael John Hopster

     

Director

(Principal Executive Officer)

   August 22, 2011

*

 

Elizabeth H. Lewzey

     

Director

(Principal Financial and Accounting Officer)

   August 22, 2011

 

 

Nicolas P. Wilkinson

     

Director

 

  

/s/ Thomas C. Reeve

 

Thomas C. Reeve

     

Director

 

   August 22, 2011

*

 

Thomas C. Reeve

      Authorized Representative in the United States   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, ACD Tridon Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

ACD TRIDON INC.
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For ACD Tridon Inc.:

 

Signature      Title   Date

*

 

David Carroll

     

President and Director

(Principal Executive Officer)

   August 22, 2011

*

 

John W. Zimmerman

 

     

Chief Financial Officer

(Principal Financial and Accounting

Officer)

   August 22, 2011

*

 

Thomas C. Reeve

     

Authorized Representative in the United

States

   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Air System Components, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

AIR SYSTEM COMPONENTS, INC.
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Air System Components, Inc.:

 

Signature      Title   Date

*

 

Gordon Jones

     

President and Director

(Principal Executive Officer)

   August 22, 2011

*

 

John W. Zimmerman

     

Vice President & CFO

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Daniel J. Disser

      Director   August 22, 2011

*

 

Ronald L. Dewey

      Director   August 22, 2011

*

 

Terry J. O’Halloran

      Director   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Air Systems Components Investments China Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

AIR SYSTEMS COMPONENTS INVESTMENTS CHINA LIMITED
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Air Systems Components Investments China Limited:

 

Signature      Title   Date

*

 

Michael John Hopster

     

Director

(Principal Executive Officer)

   August 22, 2011

*

 

Elizabeth H. Lewzey

     

Director

(Principal Financial and Accounting Officer)

   August 22, 2011

 

 

Nicolas P. Wilkinson

     

Director

 

  

/s/ Thomas C. Reeve

 

Thomas C. Reeve

     

Director

 

   August 22, 2011

*

 

Thomas C. Reeve

      Authorized Representative in the United States   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, AMP Industrial Mexicana, S.A. de C.V. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

AMP INDUSTRIAL MEXICANA, S.A. DE C.V.
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For AMP Industrial Mexicana, S.A. de C.V.:

 

Signature      Title   Date

*

 

Terry O’Halloran

     

Sole Director

(Principal Executive Officer)

   August 22, 2011

*

 

Ronald L. Dewey

      (Principal Financial and Accounting Officer)   August 22, 2011

*

 

Thomas C. Reeve

      Authorized Representative in the United States   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Aplicadores Mexicanos, S.A. de C.V. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

APLICADORES MEXICANOS, S.A. DE C.V.
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Aplicadores Mexicanos, S.A. de C.V.:

 

Signature      Title   Date

*

 

Gordon Jones

     

Sole Administrator

(Principal Executive Officer)

   August 22, 2011

*

 

Jon Muckley

      (Principal Financial and Accounting Officer)   August 22, 2011

*

 

Thomas C. Reeve

      Authorized Representative in the United States   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Aquatic Co. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

AQUATIC CO.
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Aquatic Co.:

 

Signature      Title   Date

*

 

Gary Anderson

     

President and Director

(Principal Executive Officer)

   August 22, 2011

*

 

John W. Zimmerman

     

Vice President & CFO

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Daniel J. Disser

      Director   August 22, 2011

*

 

Terry J. O’Halloran

      Director   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Aquatic Trucking Co. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

AQUATIC TRUCKING CO.
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Aquatic Trucking Co.:

 

Signature      Title   Date

*

 

Gary Anderson

     

President and Director

(Principal Executive Officer)

   August 22, 2011

*

 

Daniel J. Disser

     

Vice President, Treasurer and Director

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Terry J. O’Halloran

      Director   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Auto Industrial de Partes, S.A. de C.V. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

AUTO INDUSTRIAL DE PARTES, S.A. DE C.V.
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Auto Industrial de Partes, S.A. de C.V.:

 

Signature      Title   Date

*

 

Michael H. Reese

     

Sole Administrator

(Principal Executive Officer)

   August 22, 2011

/s/ Laurie Stinson

 

Laurie Stinson

      (Principal Financial and Accounting Officer)   August 22, 2011

*

 

Thomas C. Reeve

      Authorized Representative in the United States   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Beta Naco Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

BETA NACO LIMITED
By:  

/s/ John W. Zimmerman                    

Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Beta Naco Limited:

 

Signature      Title   Date

*

 

Michael John Hopster

     

Director

(Principal Executive Officer)

   August 22, 2011

*

 

Elizabeth H. Lewzey

     

Director

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Manoj Kumar Shah

      Director   August 22, 2011

*

 

Thomas Robert Edwards

      Director   August 22, 2011

 

 

Nicolas P. Wilkinson

      Director  

/s/ Thomas C. Reeve

 

Thomas C. Reeve

      Director   August 22, 2011

*

 

Thomas C. Reeve

      Authorized Representative in the United States   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, British Industrial Valve Company Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

BRITISH INDUSTRIAL VALVE COMPANY LIMITED
By:  

/s/ John W. Zimmerman                    

Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For British Industrial Valve Company Limited:

 

Signature      Title   Date

*

 

Michael John Hopster

     

Director

(Principal Executive Officer)

   August 22, 2011

*

 

Elizabeth H. Lewzey

     

Director

(Principal Financial and Accounting Officer)

   August 22, 2011

 

 

Nicolas P. Wilkinson

     

Director

 

  

/s/ Thomas C. Reeve

 

Thomas C. Reeve

     

Director

 

  

August 22, 2011

 

*

 

Thomas C. Reeve

      Authorized Representative in the United States   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Broadway Mississippi Development, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

BROADWAY MISSISSIPPI DEVELOPMENT, LLC

BY GATES DEVELOPMENT CORPORATION,

ITS SOLE MEMBER

By:  

/s/ John W. Zimmerman                    

Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Broadway Mississippi Development, LLC:

 

Signature      Title   Date

*

 

Thomas C. Reeve

     

President and Director

(Principal Executive Officer) of Gates

Development Corporation, Sole

Member of Broadway Mississippi

Development, LLC

   August 22, 2011

*

 

Nicolas P. Wilkinson

     

Treasurer

(Principal Financial and Accounting

Officer) of Gates Development

Corporation, Sole Member of Broadway

Mississippi Development, LLC

   August 22, 2011

 

 

James Nicol

     

Director of Gates Development

Corporation, Sole Member of Broadway

Mississippi Development, LLC

  

Table of Contents

*

 

John W. Zimmerman

     

Director of Gates Development

Corporation, Sole Member of Broadway

Mississippi Development, LLC

   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Buffalo Holding Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

BUFFALO HOLDING COMPANY
By:  

/s/ John W. Zimmerman                    

Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Buffalo Holding Company:

 

Signature      Title   Date

*

 

Steven H. Lutz

     

Vice President & Group Controller and Director

(Principal Executive Officer)

   August 22, 2011

*

 

Daniel J. Disser

     

Vice President & CFO and Director

(Principal Financial and Accounting Officer)

   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Carriage House Fruit Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

CARRIAGE HOUSE FRUIT COMPANY
By:  

/s/ John W. Zimmerman                    

Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Carriage House Fruit Company:

 

Signature      Title   Date

*

 

Daniel J. Disser

      (Principal Executive Officer)   August 22, 2011

*

 

John W. Zimmerman

      (Principal Financial and Accounting Officer)   August 22, 2011

*

 

Thomas C. Reeve

      Director   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Conergics Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

CONERGICS CORPORATION
By:  

/s/ John W. Zimmerman                    

Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Conergics Corporation:

 

Signature      Title   Date

*

 

Daniel J. Disser

      (Principal Executive Officer)   August 22, 2011

*

 

John W. Zimmerman

      (Principal Financial and Accounting Officer)   August 22, 2011

*

 

Thomas C. Reeve

      Director   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Dexter Axle Acquisition Corp. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

DEXTER AXLE ACQUISITION CORP.
By:  

/s/ John W. Zimmerman                    

Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Dexter Axle Acquisition Corp.:

 

Signature      Title   Date

*

 

Adam W. Dexter

     

President and Director

(Principal Executive Officer)

   August 22, 2011

*

 

Daniel J. Disser

     

Vice-President & Treasurer and Director

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Bernard J. Bolka

      Director   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Dexter Axle Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

DEXTER AXLE COMPANY
By:  

/s/ John W. Zimmerman                    

Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Dexter Axle Company:

 

Signature      Title   Date

*

 

Adam W. Dexter

     

President and Director

(Principal Executive Officer)

   August 22, 2011

*

 

John W. Zimmerman

     

Vice President & CFO

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Bernard J. Bolka

      Director   August 22, 2011

*

 

Daniel J. Disser

      Director   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Dexter Axle Trucking Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

DEXTER AXLE TRUCKING COMPANY
By:  

/s/ John W. Zimmerman                    

Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Dexter Axle Trucking Company:

 

Signature      Title   Date

*

 

Adam W. Dexter

     

President and Director

(Principal Executive Officer)

   August 22, 2011

*

 

Bernard J. Bolka

     

Vice President, Finance and Director

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Daniel J. Disser

      Director   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Dexter Chassis Group, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

DEXTER CHASSIS GROUP, INC.
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Dexter Chassis Group, Inc.:

 

Signature      Title   Date

*

 

Adam W. Dexter

     

President and Director

(Principal Executive Officer)

   August 22, 2011

*

 

John W. Zimmerman

     

Vice President & CFO

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Bernard J. Bolka

      Director   August 22, 2011

*

 

Daniel J. Disser

      Director   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, E Industries, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

E INDUSTRIES, INC.
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For E Industries, Inc.:

 

Signature      Title   Date

*

 

Matthew J. Eppers

     

President

(Principal Executive Officer)

   August 22, 2011

*

 

Bernard J. Bolka

     

Vice President, Finance and Director

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Adam W. Dexter

      Director   August 22, 2011

*

 

Daniel J. Disser

      Director   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Eastern Sheet Metal, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

EASTERN SHEET METAL, INC.
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Eastern Sheet Metal, Inc.:

 

Signature      Title   Date

*

 

William K. Stout, Jr.

     

President and Director

(Principal Executive Officer)

   August 22, 2011

*

 

John W. Zimmerman

     

Vice President & CFO

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Daniel J. Disser

      Director   August 22, 2011

*

 

Thomas R. Edwards

      Director   August 22, 2011

*

 

Jeffrey D. Leonard

      Director   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Eifeler Maschinenbau GmbH has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on the 22nd day of August, 2011.

 

EIFELER MASCHINENBAU GMBH
By:   /s/ Heiner Schmitz                    
Name:   Heiner Schmitz
Title:   Managing Director

 

By:   /s/ John Weston                    
Name:   John Weston
Title:   Managing Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Eifeler Maschinenbau GmbH:

 

Signature      Title   Date

*

 

Heiner Schmitz

     

Managing Director

(Principal Executive Officer)

   August 22, 2011

*

 

Guenther Sief

      (Principal Financial and Accounting Officer)   August 22, 2011

*

 

John Weston

      Managing Director   August 22, 2011

*

 

Thomas C. Reeve

      Authorized Representative in the United States   August 22, 2011

 

* By:  

/s/ Heiner Schmitz

  Heiner Schmitz
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, EPICOR Industries, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

EPICOR INDUSTRIES, INC.
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For EPICOR Industries, Inc.:

 

Signature      Title   Date

*

 

Michael H. Reese

     

President and Director

(Principal Executive Officer)

   August 22, 2011

*

 

John W. Zimmerman

     

Vice President & CFO

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Daniel J. Disser

      Director   August 22, 2011

*

 

Steven H. Lutz

      Director   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, FBN Transportation, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

FBN TRANSPORTATION, INC.
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For FBN Transportation, Inc:

 

Signature      Title   Date

*

 

William K. Stout, Jr.

     

President and Director

(Principal Executive Officer)

   August 22, 2011

*

 

Daniel J. Disser

     

Vice-President & Treasurer and Director

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Thomas R. Edwards

      Director   August 22, 2011

*

 

Jeffrey D. Leonard

      Director   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Auto Parts Holdings China Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

GATES AUTO PARTS HOLDINGS CHINA LIMITED
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Auto Parts Holdings China Limited:

 

Signature      Title   Date

*

 

Michael John Hopster

     

Director

(Principal Executive Officer)

   August 22, 2011

*

 

Alan J. Power

     

Director

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Thomas C. Reeve

      Authorized Representative in the United States   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates CIS LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

GATES CIS LLC
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates CIS LLC:

 

Signature      Title   Date

*

 

Piergiorgio Brusco

     

Director

(Principal Executive Officer)

   August 22, 2011

*

 

William Allen

      (Principal Financial and Accounting Officer)   August 22, 2011

*

 

Peter Verdonckt

      Director and General Manager   August 22, 2011

*

 

Thomas C. Reeve

      Authorized Representative in the United States   August 22, 2011

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Development Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

GATES DEVELOPMENT CORPORATION
By:   /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Development Corporation:

 

Signature      Title   Date

*

 

Thomas C. Reeve

     

President and Director

(Principal Executive Officer)

   August 22, 2011

*

 

Nicolas P. Wilkinson

     

Treasurer

(Principal Financial and Accounting Officer)

   August 22, 2011

 

 

James Nicol

 

      Director  

*

 

John W. Zimmerman

      Director   August 22, 2011

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Engineering & Services Australia Pty Ltd ACN 142 531 244 has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

GATES ENGINEERING & SERVICES

AUSTRALIA PTY LTD ACN 142 531 244

By:  

/s/ John W. Zimmerman                    

Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Engineering & Services Australia Pty Ltd ACN 142 531 244:

 

Signature      Title   Date

*

 

Peter King

     

Director

(Principal Executive Officer)

   August 22, 2011

*

 

Robert Clifford Edlund

     

Director

(Principal Financial and Accounting Officer)

   August 22, 2011

*

 

Thomas C. Reeve

      Authorized Representative in the United States   August 22, 2011

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Engineering & Services Hamriyah FZE has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on the 22nd day of August, 2011.

 

GATES ENGINEERING & SERVICES HAMRIYAH FZE
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Engineering & Services Hamriyah FZE:

 

Signature      Title   Date

*

 

      Managing Director   August 22, 2011

Kenneth Brown

      (Principal Executive Officer)  

*

 

      (Principal Financial and Accounting Officer)   August 22, 2011
Stephen Meyer       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Engineering & Services FZCO has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

GATES ENGINEERING & SERVICES FZCO
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Engineering & Services FZCO:

 

Signature      Title   Date

*

 

      (Principal Executive Officer)   August 22, 2011

Kenneth Brown

       

*

 

      (Principal Financial and Accounting Officer)   August 22, 2011
Stephen Meyer       

*

 

      Director   August 22, 2011
Nitin Kaul       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Engineering & Services Ltd. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

GATES ENGINEERING & SERVICES LTD.
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title: Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Engineering & Services Ltd.:

 

Signature      Title   Date

/s/ William Kenneth Brown

 

      Director   August 22, 2011

William Kenneth Brown

     (Principal Executive Officer)  

*

 

      (Principal Financial and Accounting Officer)   August 22, 2011
Ross G. Bratlee       

*

 

      Director   August 22, 2011
Robert S. Albery       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Engineering & Services UK Holdings Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

GATES ENGINEERING & SERVICES UK HOLDINGS LIMITED
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Engineering & Services UK Holdings Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011

Michael John Hopster

      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
William K. Brown       

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

Thomas C. Reeve

      Director   August 22, 2011
      

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Fleximak Ltd. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

GATES FLEXIMAK LTD.
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Fleximak Ltd.:

 

Signature      Title   Date

*

 

      Director   August 22, 2011

John Weston

      (Principal Executive Officer)  

*

 

      (Principal Financial and Accounting Officer)   August 22, 2011
Ross G. Bratlee       

*

 

      Director   August 22, 2011
Robert S. Albery       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Fluid Power Technologies Investments Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

GATES FLUID POWER TECHNOLOGIES INVESTMENTS LIMITED
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Fluid Power Technologies Investments Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011

Michael John Hopster

      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Güç Aktarim Sistemleri Dagitim Sanayi ve Ticaret Limited Sirketi has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

GATES GÜÇ AKTARIM SISTEMLERI DAGITIM

SANAYI VE TICARET LIMITED SIRKETI

By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Güç Aktarim Sistemleri Dagitim Sanayi ve Ticaret Limited Sirketi:

 

Signature      Title   Date

*

 

      Manager   August 22, 2011
Ionut Stefan      (Principal Executive Officer)  

*

 

      (Principal Financial and Accounting Officer)   August 22, 2011
Vildan Gohdeniz       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Holding GmbH has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

GATES HOLDING GMBH
By:   /s/ Heiner Schmitz                    
Name: Heiner Schmitz
Title:   Managing Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Holding GmbH:

 

Signature      Title   Date

*

 

      Managing Director   August 22, 2011
Heiner Schmitz      (Principal Executive Officer)  

*

 

      (Principal Financial and Accounting Officer)   August 22, 2011
Ross G. Bratlee       

*

 

      Managing Director   August 22, 2011
John Weston       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Heiner Schmitz

  Heiner Schmitz
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Holdings Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

GATES HOLDINGS LIMITED

By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Holdings Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates International Holdings, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

GATES INTERNATIONAL HOLDINGS, LLC

BY THE GATES CORPORATION, ITS SOLE MEMBER

By:   /s/ John W. Zimmerman
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates International Holdings, LLC:

 

Signature    Title   Date

*

James Nicol

   

Chief Executive Officer and Director of

The Gates Corporation, Sole Member of

Gates International Holdings, LLC

(Principal Executive Officer)

   August 22, 2011

*

John W. Zimmerman

   

Chief Financial Officer and Director of

The Gates Corporation, Sole Member of

Gates International Holdings, LLC

(Principal Financial and Accounting

Officer)

   August 22, 2011

*

    Director of The Gates Corporation, Sole   August 22, 2011
Shane Darren Feeney   

Member of Gates International

Holdings, LLC

  

Table of Contents

*

    Director of The Gates Corporation, Sole   August 22, 2011
Konstantin Gilis   

Member of Gates International

Holdings, LLC

  

 

Serge Gouin

   

Director of The Gates Corporation, Sole

Member of Gates International

Holdings, LLC

  

 

Johann Koss

   

Director of The Gates Corporation, Sole

Member of Gates International

Holdings, LLC

  

/s/ Seth Mitchell Mersky

 

Seth Mitchell Mersky

 

   

Director of The Gates Corporation, Sole

Member of Gates International

Holdings, LLC

   August 22, 2011

*

    Director of The Gates Corporation, Sole   August 22, 2011
Anthony David Morgan   

Member of Gates International

Holdings, LLC

  

*

    Director of The Gates Corporation, Sole   August 22, 2011
Alan J. Power   

Member of Gates International

Holdings, LLC

  

 

Chris Patterson

   

Director of The Gates Corporation, Sole

Member of Gates International

Holdings, LLC

  

 

   

Director of The Gates Corporation, Sole

  
Patrick Campbell   

Member of Gates International

Holdings, LLC

  

 

   

Director of The Gates Corporation, Sole

  
David Everitt   

Member of Gates International

Holdings, LLC

  

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Mectrol GmbH has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on the 22 nd day of August, 2011.

 

GATES MECTROL GMBH
By:    /s/ Piergiorgio Brusco                    
Name:   Piergiorgio Brusco

Title:

   Managing Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Mectrol GmbH:

 

Signature      Title   Date

*

 

      Managing Director   August 22, 2011
Piergiorgio Brusco      (Principal Executive Officer)  

*

 

      (Principal Financial and Accounting Officer)   August 22, 2011
Ross G. Bratlee       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:   /s/ Piergiorgio Brusco
  Piergiorgio Brusco
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Mectrol, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

GATES MECTROL, INC.
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Mectrol, Inc.:

 

Signature      Title   Date

*

 

      President   August 22, 2011

Patricia W. Warfield

      (Principal Executive Officer)  

*

 

      Chief Financial Officer   August 22, 2011
Peter C. Lynch      (Principal Financial and Accounting Officer)  

*

 

      Director   August 22, 2011
Kenneth S. Friedman       

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Power Transmission Europe BVBA has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on the 22nd day of August, 2011.

 

GATES POWER TRANSMISSION EUROPE BVBA
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Power Transmission Europe BVBA:

 

Signature      Title   Date

*

 

      Manager   August 22, 2011

Piergiorgio Brusco

      (Principal Executive Officer)  

*

 

      Manager   August 22, 2011
William Allen      (Principal Financial and Accounting Officer)  

*

 

      Manager   August 22, 2011
Peter Verdonckt       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gates Powertrain UK Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

GATES POWERTRAIN UK LIMITED
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Gates Powertrain UK Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011

Michael John Hopster

      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, H Heaton Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

H HEATON LIMITED
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For H Heaton Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011

Michael John Hopster

      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011

Thomas C. Reeve

       

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Hart & Cooley Trucking Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

HART & COOLEY TRUCKING COMPANY
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title: Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Hart & Cooley Trucking Company:

 

Signature      Title   Date

/s/ Michael Winn

 

      President and Director   August 22, 2011

Michael Winn

     (Principal Executive Officer)  

*

 

      Vice President, Treasurer and Director   August 22, 2011
Daniel J. Disser      (Principal Financial and Accounting Officer)  

*

 

      Director   August 22, 2011
Ronald L. Dewey       

 

* By:   /s/ Rasmani Bhattacharya
  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Hart & Cooley, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

HART & COOLEY, INC.
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Hart & Cooley, Inc.:

 

Signature      Title   Date

/s/ Michael Winn

 

      President and Director   August 22, 2011

Michael Winn

     (Principal Executive Officer)  

*

 

      Vice President & CFO   August 22, 2011
John W. Zimmerman      (Principal Financial and Accounting Officer)  

*

 

      Director   August 22, 2011
Daniel J. Disser       

*

 

      Director   August 22, 2011
Ronald L. Dewey       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Hytec, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

HYTEC, INC.
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Hytec, Inc.:

 

Signature      Title   Date

*

 

      President and Director   August 22, 2011

Gary Anderson

      (Principal Executive Officer)  

*

 

      Vice President & CFO   August 22, 2011
John W. Zimmerman      (Principal Financial and Accounting Officer)  

*

 

      Director   August 22, 2011
Daniel J. Disser       

*

 

      Director   August 22, 2011
Terry J. O’Halloran       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ideal Clamp Products, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

IDEAL CLAMP PRODUCTS, INC.
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Ideal Clamp Products, Inc.:

 

Signature      Title   Date

*

 

      President and Director   August 22, 2011

Michael H. Reese

      (Principal Executive Officer)  

*

 

      Vice President & CFO   August 22, 2011
John W. Zimmerman      (Principal Financial and Accounting Officer)  

*

 

      Director   August 22, 2011
Daniel J. Disser       

*

 

      Director   August 22, 2011
Steven H. Lutz       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Koch Filter Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

KOCH FILTER CORPORATION
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Koch Filter Corporation:

 

Signature      Title   Date

*

 

      President and Director   August 22, 2011

Gordon Jones

      (Principal Executive Officer)  

*

 

      Vice President & CFO   August 22, 2011
John W. Zimmerman      (Principal Financial and Accounting Officer)  

*

 

      Director   August 22, 2011
Daniel J. Disser       

 

      Director  
John Koch       

*

 

      Director   August 22, 2011
Ronald L. Dewey       

Table of Contents

*

 

      Director   August 22, 2011
Terry J. O’Halloran       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Montisk Investments Netherlands C.V. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg, on the 22nd day of August, 2011.

 

MONTISK INVESTMENTS NETHERLANDS C.V.

BY TOMKINS INVESTMENTS COMPANY

S.À R.L., ITS GENERAL PARTNER

By:  

/s/ Theodore Schartz

Name:  

Theodore Schartz

Title:   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Montisk Investments Netherlands C.V.:

 

Signature    Title   Date

*

 

Geraldine Cassells

   

Manager of Tomkins Investments Company

S.à r.l., its General Partner

(Principal Executive Officer and Principal

Financial and Accounting Officer)

  

August 22, 2011

 

 

*

 

Theodore Schartz

   

Manager of Tomkins Investments Company

S.à r.l., its General Partner

  

August 22, 2011

 

Siran Samarasinghe

   

Manager of Tomkins Investments Company

S.à r.l., its General Partner

  

 

Robert Verdonk

   

Manager of Tomkins Investments Company

S.à r.l., its General Partner

  

*

 

Malcolm Swain

   

Manager of Tomkins Investments Company

S.à r.l., its General Partner

  

August 22, 2011

*

 

Thomas C. Reeve

   

Authorized Representative in the United States

 

  

August 22, 2011

 

 

* By:  

/s/ Theodore Schartz

  Theodore Schartz
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, NRG Industries, Inc. nka Ruskin Rooftop Systems, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

NRG INDUSTRIES, INC. NKA RUSKIN ROOFTOP SYSTEMS, INC.
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For NRG Industries, Inc. nka Ruskin Rooftop Systems, Inc.:

 

Signature      Title   Date

*

 

      Chief Executive Officer, President and Director   August 22, 2011

Thomas R. Edwards

      (Principal Executive Officer)  

*

 

      Vice President & CFO   August 22, 2011
John W. Zimmerman      (Principal Financial and Accounting Officer)  

*

 

      Director   August 22, 2011
Daniel J. Disser       

*

 

      Director   August 22, 2011
Jeffrey D. Leonard       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Olympus (Ormskirk) Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

OLYMPUS (ORMSKIRK) LIMITED
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Olympus (Ormskirk) Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011

Michael John Hopster

      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  

Nicolas P. Wilkinson

       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ruskin Air Management Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

RUSKIN AIR MANAGEMENT LIMITED
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Ruskin Air Management Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011

Kevin John Munson

      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Andrew McKay      (Principal Financial and Accounting Officer)  

*

 

      Director   August 22, 2011
Thomas R. Edwards       

*

 

      Director   August 22, 2011
Manoj Kumar Shah       

*

 

      Director   August 22, 2011
David Peter Fitzpatrick       

Table of Contents

*

 

      Director   August 22, 2011
Michael John Hopster       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ruskin Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

RUSKIN COMPANY
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Ruskin Company:

 

Signature      Title   Date

*

 

      Chief Executive Officer, President and   August 22, 2011

Thomas R. Edwards

     

Director

(Principal Executive Officer)

  

*

 

      Vice President & CFO   August 22, 2011
John W. Zimmerman     

(Principal Financial and Accounting

Officer)

  

*

 

      Director   August 22, 2011
Daniel J. Disser       

*

 

      Director   August 22, 2011
Jeffrey D. Leonard       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ruskin Company Canada Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

RUSKIN COMPANY CANADA INC.
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Ruskin Company Canada Inc.:

 

Signature      Title   Date

*

 

     

(Principal Executive Officer)

   August 22, 2011

Thomas R. Edwards

       

*

 

      (Principal Financial and Accounting   August 22, 2011
Jeffrey Leonard      Officer)  

*

 

      Director   August 22, 2011
David Carroll       

*

 

      Authorized Representative in the United   August 22, 2011
Thomas C. Reeve      States  

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ruskin de Mexico, S.A. de C.V. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

RUSKIN DE MEXICO, S.A. DE C.V.
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Ruskin de Mexico, S.A. de C.V.:

 

Signature      Title   Date

*

 

      Sole Administrator   August 22, 2011

Thomas R. Edwards

      (Principal Executive Officer)  

*

 

      (Principal Financial and Accounting Officer)   August 22, 2011
Jeffrey Leonard       

*

 

      Secretary and Authorized Representative in the   August 22, 2011
Thomas C. Reeve      United States  

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ruskin Service Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

RUSKIN SERVICE COMPANY
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Ruskin Service Company:

 

Signature      Title   Date

*

 

      Chief Executive Officer, President and Director   August 22, 2011

Thomas R. Edwards

      (Principal Executive Officer)  

*

 

      Vice President, Treasurer and Director (Principal   August 22, 2011
Daniel J. Disser     

Financial and Accounting

Officer)

  

*

 

      Director   August 22, 2011
Jeffrey D. Leonard       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Schrader Electronics Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

SCHRADER ELECTRONICS LIMITED
By:   /s/ John W. Zimmerman
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Schrader Electronics Limited:

 

Signature    Title   Date

*

Thomas David Stephen McClelland

   

Director (Principal Executive Officer)

   August 22, 2011

*

Graeme Martin Thompson

   

Director

(Principal Financial and Accounting Officer)

   August 22, 2011

*

    Director   August 22, 2011
Michael John Hopster     

*

    Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve     

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Schrader Electronics, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

SCHRADER ELECTRONICS, INC.
By: /s/ John W. Zimmerman                    
Name:  John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Schrader Electronics, Inc.:

 

Signature      Title   Date

*

 

      Chief Executive, President and Director   August 22, 2011

Thomas David Stephen McClelland

      (Principal Executive Officer)  

*

 

      Vice President & CFO   August 22, 2011
John W. Zimmerman     

(Principal Financial and Accounting

Officer)

  

*

 

      Director   August 22, 2011
Hugh W. Charvat       

*

 

      Director   August 22, 2011
Daniel J. Disser       

*

 

      Director   August 22, 2011
Steven H. Lutz       

Table of Contents

*

 

      Director   August 22, 2011
Graeme M. Thompson       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Schrader International Brasil Ltda. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on the 22nd day of August, 2011.

 

SCHRADER INTERNATIONAL BRASIL LTDA.
By:  /s/ Richard Hoffner                    
Name: Richard Hoffner
Title:   Managing Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Schrader International Brasil Ltda.:

 

Signature      Title   Date

*

 

      Managing Officer   August 22, 2011

Richard Hoffner

      (Principal Executive Officer)  

*

 

      (Principal Financial and Accounting Officer)   August 22, 2011
Steven H. Lutz       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Richard Hoffner

  Richard Hoffner
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Schrader International Holding Co. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

SCHRADER INTERNATIONAL HOLDING CO.
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Schrader International Holding Co.:

 

Signature      Title   Date

*

 

      President and Chief Executive Officer   August 22, 2011

Alan J. Power

      (Principal Executive Officer)  

*

 

      Vice President & CFO   August 22, 2011
John W. Zimmerman     

(Principal Financial and Accounting

Officer)

  

*

 

      Director   August 22, 2011
Daniel J. Disser       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Schrader Investments Luxembourg S.à r.l. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg on the 22nd day of August, 2011.

 

SCHRADER INVESTMENTS LUXEMBOURG S.À R.L.
By: /s/ Theodore Schartz                    
Name: Theodore Schartz
Title:   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Schrader Investments Luxembourg S.à r.l.:

 

Signature      Title   Date

*

 

      Manager   August 22, 2011

Geraldine Cassells

     

(Principal Executive Officer and Principal

Financial and Accounting Officer)

  

*

 

      Manager   August 22, 2011
Theodore Schartz       

 

      Manager  
Robert Verdonk       

 

      Manager  
Siran Samarasinghe       

*

 

      Manager   August 22, 2011
Malcolm Swain       

Table of Contents

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Theodore Schartz

  Theodore Schartz
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Schrader, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

SCHRADER, LLC
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Schrader, LLC:

 

Signature      Title   Date

*

 

      President & Assistant Secretary and   August 22, 2011

Jean-Michel Bolmont

     

Director

(Principal Executive Officer)

  

*

 

      Vice President and Treasurer   August 22, 2011
Daniel J. Disser     

(Principal Financial and Accounting

Officer)

  

*

 

      Director   August 22, 2011
Steven H. Lutz       

 

      Director  
Alan J. Power       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Schrader-Bridgeport International, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

SCHRADER-BRIDGEPORT

INTERNATIONAL, INC.

By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Schrader-Bridgeport International, Inc.:

 

Signature      Title   Date

*

 

      Chairman & Director   August 22, 2011
Hugh Charvat      (Principal Executive Officer)  

*

 

      Vice President & CFO   August 22, 2011
John W. Zimmerman     

(Principal Financial and Accounting

Officer)

  

*

 

      Director   August 22, 2011
Daniel J. Disser       

 

      Director  
Steven H. Lutz       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Selkirk Americas, L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

SELKIRK AMERICAS, L.P.
BY TOMKINS ENGINEERING LIMITED,
ITS GENERAL PARTNER
By:   /s/ John W. Zimmerman                    

Name: John W. Zimmerman

Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Selkirk Americas, L.P.:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael J. Hopster      (Principal Executive Officer) of Tomkins Engineering Limited, General Partner of Selkirk Americas, L.P.  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer) of Tomkins Engineering Limited, General Partner of Selkirk Americas, L.P.  

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Selkirk Canada Holdings, L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

SELKIRK CANADA HOLDINGS, L.P.
BY SELKIRK IP LLC,
ITS GENERAL PARTNER
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Selkirk Canada Holdings, L.P.:

 

Signature    Title   Date

*

 

    Chief Executive Officer and Manager   August 22, 2011
Terry J. O’Halloran   

(Principal Executive Officer) of Selkirk

IP LLC, General Partner of Selkirk

Canada Holdings, L.P.

  

*

 

    Vice President & CFO   August 22, 2011
John W. Zimmerman   

(Principal Financial and Accounting

Officer) of Selkirk IP LLC, General

Partner of Selkirk Canada Holdings,

L.P.

  

 

    Manager of Selkirk IP LLC, General  
Daniel J. Disser   

Partner of Selkirk Canada Holdings,

L.P.

  

Table of Contents

*

 

    Manager of Selkirk IP LLC, General   August 22, 2011
Ronald L. Dewey   

Partner of Selkirk Canada Holdings,

L.P.

  

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Selkirk Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

SELKIRK CORPORATION

By: /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Selkirk Corporation:

 

Signature      Title   Date

*

 

      Chief Executive Officer and Director   August 22, 2011

Terry J. O’Halloran

      (Principal Executive Officer)  

*

 

      Vice President & CFO   August 22, 2011
John W. Zimmerman      (Principal Financial and Accounting  
     Officer)  

*

 

      Director   August 22, 2011
Daniel J. Disser       

*

 

      Director   August 22, 2011
Ronald L. Dewey       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Selkirk IP L.L.C. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

SELKIRK IP L.L.C.

BY SELKIRK AMERICAS, L.P., ITS SOLE

MEMBER

By: /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Selkirk IP L.L.C.:

 

Signature      Title   Date

*

 

      Chief Executive Officer and Manager   August 22, 2011

Terry J. O’Halloran

      (Principal Executive Officer)  

*

 

      Vice President & CFO   August 22, 2011
John W. Zimmerman      (Principal Financial and Accounting  
     Officer)  

 

      Manager  
Daniel J. Disser       

*

 

      Manager   August 22, 2011
Ronald L. Dewey       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Shiitake Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

SHIITAKE LIMITED

By: /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Shiitake Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011

Michael John Hopster

      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, St. Augustine Real Estate Holding LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

ST. AUGUSTINE REAL ESTATE HOLDING LLC
BY TOMKINS AUTOMOTIVE HOLDING CO.,
ITS SOLE MEMBER
By:  

/s/ John W. Zimmerman

Name:   John W. Zimmerman
Title:   Authorized Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Thomas C. Reeve and Rasmani Bhattacharya and each of them the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For St. Augustine Real Estate Holding LLC:

 

Signature      Title   Date

/s/ Alan J. Power

 

Alan J. Power

     

Principal Executive Officer of Tomkins Automotive Holding Co., Sole Member of St. Augustine Real Estate Holding LLC

(Principal Executive Officer)

  

August 22, 2011

/s/ John W. Zimmerman

 

John W. Zimmerman

 

 

     

Vice President and Chief Financial Officer of Tomkins Automotive Holding Co., Sole Member of St. Augustine Real Estate Holding LLC

(Principal Financial and Accounting Officer)

  

August 22, 2011

/s/ Daniel J. Disser

 

Daniel J. Disser

     

Director of Tomkins Automotive Holding Co., Sole Member of St. Augustine Real Estate Holding LLC

  

August 22, 2011

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Swindon Silicon Systems Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

SWINDON SILICON SYSTEMS LIMITED
By:  /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Swindon Silicon Systems Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011

Geoffrey Michael Hall

      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Financial and Accounting Officer)  

*

 

      Director   August 22, 2011

Clive John Bunney

 

       

*

 

     

Authorized Representative in the United States

  

August 22, 2011

Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, The Gates Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

THE GATES CORPORATION
By:   /s/ John W. Zimmerman
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For The Gates Corporation:

 

Signature    Title   Date

*

James Nicol

   

Chief Executive Officer and Director

(Principal Executive Officer)

   August 22, 2011

*

John W. Zimmerman

   

Chief Financial Officer and Director

(Principal Financial and Accounting

Officer)

   August 22, 2011

*

    Director   August 22, 2011
Shane Darren Feeney     

*

    Director   August 22, 2011
Konstantin Gilis     

 

Serge Gouin

    Director  

Table of Contents

 

Johann Koss

    Director  

/s/ Seth Mitchell Mersky

Seth Mitchell Mersky

   

Director

   August 22, 2011

*

    Director   August 22, 2011
Anthony David Morgan     

*

    Director   August 22, 2011
Alan J. Power     

 

Chris Patterson

    Director  

 

Patrick Campbell

    Director  

 

David Everitt

    Director  

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Acquisitions Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS ACQUISITIONS LIMITED
By:   /s/ John W. Zimmerman
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Acquisitions Limited:

 

Signature    Title   Date

*

Alan J. Power

   

Director

(Principal Executive Officer)

   August 22, 2011

*

John W. Zimmerman

   

Director

(Principal Financial and Accounting Officer)

   August 22, 2011

*

    Director   August 22, 2011
Ryan Terrance Selwood     

 

    Director  
Shane Darren Feeney     

 

Samuel Blaichman

    Director  

Table of Contents

 

    Director  
Anthony David Morgan     

*

    Director   August 22, 2011
Konstantin Gilis     

 

Seth Mitchell Mersky

    Director  

*

    Director   August 22, 2011
Todd Michael Clegg     

*

    Director   August 22, 2011
Matthew Ross     

*

    Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve     

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins American Investments S.à r.l. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg on the 22nd day of August, 2011.

 

TOMKINS AMERICAN INVESTMENTS S.À R.L.
By:  /s/ Theodore Schartz                    
Name: Theodore Schartz
Title:   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins American Investments S.à r.l.:

 

Signature      Title   Date

*

 

      Manager   August 22, 2011

Geraldine Cassells

     

(Principal Executive Officer and Principal

Financial and Accounting Officer)

  

*

 

      Manager   August 22, 2011
Theodore Schartz       

 

      Manager  

Robert Verdonk

 

       

*

 

     

Manager

  

August 22, 2011

Malcolm Swain       

 

*

 

     

Authorized Representative in the United States

  

August 22, 2011

Thomas C. Reeve       

 

* By:  

/s/ Theodore Schartz

  Theodore Schartz
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Automotive Canada Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22 nd day of August, 2011.

 

TOMKINS AUTOMOTIVE CANADA LIMITED
By:  /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Automotive Canada Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011

/s/ Alan J. Power

      (Principal Executive Officer)  

*

 

      Chief Financial Officer   August 22, 2011
John W. Zimmerman     

(Principal Financial and Accounting

Officer)

  

*

 

      Director   August 22, 2011

David Carroll

 

       

*

 

     

Authorized Representative in the United

  

August 22, 2011

Thomas C. Reeve      States  

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Automotive Company, S.à r.l. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg on the 22nd day of August, 2011.

 

TOMKINS AUTOMOTIVE COMPANY, S.À R.L.
By: /s/ Theodore Schartz                    
Name:  Theodore Schartz
Title:   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Automotive Company, S.à r.l.:

 

Signature      Title   Date

*

 

      Manager   August 22, 2011

Geraldine Cassells

      (Principal Executive Officer and Principal  
     Financial and Accounting Officer)  

*

 

      Manager   August 22, 2011
Theodore Schartz       

 

      Manager  
Siran Samarasinghe       

 

      Manager  
Robert Verdonk       

*

 

      Manager   August 22, 2011
Malcolm Swain       

Table of Contents

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Theodore Schartz

  Theodore Schartz
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Automotive Holding Co. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS AUTOMOTIVE HOLDING CO.
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Automotive Holding Co.:

 

Signature      Title   Date

*

 

      (Principal Executive Officer)   August 22, 2011
Alan J. Power       

*

 

      Vice President & CFO   August 22, 2011

John W. Zimmerman

     

(Principal Financial and Accounting

Officer)

  

*

 

      Director   August 22, 2011
Daniel J. Disser       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Building Products, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS BUILDING PRODUCTS, INC.
By:   /s/ John W. Zimmerman
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Building Products, Inc.:

 

Signature    Title   Date

*

James Nicol

   

Director

(Principal Executive Officer)

   August 22, 2011

*

John W. Zimmerman

   

Director & CFO

(Principal Financial and Accounting

Officer)

   August 22, 2011

*

    Director   August 22, 2011
Shane Darren Feeney     

*

    Director   August 22, 2011
Konstantin Gilis     

*

    Director   August 22, 2011
Anthony David Morgan     

Table of Contents

 

Anthony Munk

    Director  

 

Philip Orsino

    Director  

/s/ Terry O’Halloran

Terry O’Halloran

    Director   August 22, 2011

 

Michael Mangan

    Director  

 

Richard Reese

    Director  

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Engineering Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS ENGINEERING LIMITED

By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Engineering Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Finance Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS FINANCE LIMITED
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Finance Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011

John W. Zimmerman

      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

*

 

      Director   August 22, 2011
Michael John Hopster       

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Finance Luxembourg Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS FINANCE LUXEMBOURG LIMITED
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Finance Luxembourg Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011

Michael John Hopster

      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Funding Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS FUNDING LIMITED
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Funding Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Holdings Luxembourg, S.à r.l. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg on the 22nd day of August, 2011.

 

TOMKINS HOLDINGS LUXEMBOURG, S.À R.L.
By: /s/ Theodore Schartz                    
Name: Theodore Schartz
Title:   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Holdings Luxembourg, S.à r.l.:

 

Signature      Title   Date

*

 

      Manager   August 22, 2011
Geraldine Cassells      (Principal Executive Officer and Principal Financial and Accounting Officer)  

*

 

      Manager   August 22, 2011
Theodore Schartz       

 

 

      Manager  
Siran Samarasinghe       

 

 

      Manager  
Robert Verdonk       

*

 

      Manager   August 22, 2011
Malcolm Swain       

Table of Contents

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Theodore Schartz

  Theodore Schartz
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Ideal Clamps (Suzhou) Investments Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS IDEAL CLAMPS (SUZHOU) INVESTMENTS LIMITED
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Ideal Clamps (Suzhou) Investments Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Industries, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS INDUSTRIES, INC.
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Industries, Inc.:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Terry J. O’Halloran      (Principal Executive Officer)  

*

 

      CFO and Director   August 22, 2011
John W. Zimmerman     

(Principal Financial and Accounting

Officer)

  

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Investments China Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS INVESTMENTS CHINA LIMITED
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Investments China Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Investments Company S.à r.l. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg on the 22nd day of August, 2011.

 

TOMKINS INVESTMENTS COMPANY S.À R.L.
By:   /s/ Theodore Schartz                    
Name: Theodore Schartz
Title:   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Investments Company S.à r.l.:

 

Signature    Title   Date

*

 

    Manager   August 22, 2011
Geraldine Cassells    (Principal Executive Officer and Principal Financial and Accounting Officer)  

*

 

    Manager   August 22, 2011
Theodore Schartz     

 

 

    Manager  
Siran Samarasinghe     

 

 

    Manager  
Robert Verdonk     

*

 

    Manager   August 22, 2011
Malcolm Swain     

Table of Contents

*

 

    Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve     

 

* By:  

/s/ Theodore Schartz

  Theodore Schartz
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Investments Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS INVESTMENTS LIMITED
By: /s/ John W. Zimmerman                  
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Investments Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS LIMITED
By:   /s/ John W. Zimmerman
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Limited:

 

Signature    Title   Date

*

John W. Zimmerman

   

(Principal Executive Officer)

   August 22, 2011

*

    (Principal Financial and Accounting Officer)   August 22, 2011
Elizabeth H. Lewzey     

*

    Director   August 22, 2011
Todd Michael Clegg     

*

    Director   August 22, 2011
Ryan Terrance Selwood     

*

    Director   August 22, 2011
Shane Darren Feeney     

Table of Contents

 

Samuel Blaichman

    Director  

*

    Director   August 22, 2011
Konstantin Gilis     

 

Seth Mitchell Mersky

    Director  

*

    Director   August 22, 2011
Anthony David Morgan     

*

    Director   August 22, 2011
Matthew Ross     

*

    Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve     

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Luxembourg S.à r.l. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg on the 22nd day of August, 2011.

 

TOMKINS LUXEMBOURG S.À R.L.
By:   /s/ Theodore Schartz                    
Name: Theodore Schartz
Title:   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Luxembourg S.à r.l.:

 

Signature      Title   Date

*

 

      Manager   August 22, 2011
Geraldine Cassells     

(Principal Executive Officer and Principal

Financial and Accounting Officer)

  

*

 

      Manager   August 22, 2011
Theodore Schartz       

 

      Manager  
Siran Samarasinghe       

*

 

      Manager   August 22, 2011
Malcolm Swain       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Theodore Schartz

  Theodore Schartz
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Mauritius Company Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS MAURITIUS COMPANY LIMITED
By:   /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Mauritius Company Limited:

 

Signature      Title   Date

*

 

      (Principal Executive Officer)   August 22, 2011
Terry O’Halloran       

*

 

      (Principal Financial and Accounting Officer)   August 22, 2011
Ronald L. Dewey       

*

 

      Director   August 22, 2011
Kathleen Lai       

*

 

      Director   August 22, 2011
Christian Li       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Overseas Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS OVERSEAS COMPANY
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Overseas Company:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

 

      Director  
Nicolas Paul Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Overseas Holdings S.à r.l. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg on the 22nd day of August, 2011.

 

TOMKINS OVERSEAS HOLDINGS S.À R.L.

By: /s/ Theodore Schartz                  

Name: Theodore Schartz

Title:   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Overseas Holdings S.à r.l.:

 

Signature      Title   Date

*

 

      Manager   August 22, 2011
Geraldine Cassells      (Principal Executive Officer and Principal Financial and Accounting Officer)  

*

 

      Manager   August 22, 2011
Theodore Schartz       

 

 

      Manager  
Siran Samarasinghe       

 

 

       
Robert Verdonk      Manager  

*

 

      Manager   August 22, 2011
Malcolm Swain       

Table of Contents

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Theodore Schartz

  Theodore Schartz
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Overseas Investments Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS OVERSEAS INVESTMENTS LIMITED
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Overseas Investments Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Pension Services Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS PENSION SERVICES LIMITED
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Pension Services Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Poly Belt Mexicana, S.A. de C.V. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS POLY BELT MEXICANA, S.A. DE C.V.

By: /s/ John W. Zimmerman                    

Name: John W. Zimmerman

Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Poly Belt Mexicana, S.A. de C.V.:

 

Signature      Title   Date

*

 

      Sole Administrator   August 22, 2011
Patricia W. Warfield      (Principal Executive Officer)  

*

 

      (Principal Financial and Accounting Officer)   August 22, 2011
Ross G. Bratlee       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins SC1 Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS SC1 LIMITED

By: /s/ John W. Zimmerman                    

Name: John W. Zimmerman

Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins SC1 Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Sterling Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS STERLING COMPANY
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Sterling Company:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Treasury (Canadian Dollar) Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS TREASURY (CANADIAN DOLLAR) COMPANY
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Treasury (Canadian Dollar) Company:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

 

      Director  
Nicolas Paul Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Treasury (Dollar) Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS TREASURY (DOLLAR) COMPANY
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Treasury (Dollar) Company:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

 

      Director  
Nicolas Paul Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins Treasury (Euro) Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS TREASURY (EURO) COMPANY
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins Treasury (Euro) Company:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

 

      Director  
Nicolas Paul Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins U.S., L.P. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg, on the 22nd day of August, 2011.

 

TOMKINS U.S., L.P.

BY TOMKINS LUXEMBOURG S.À R.L.,

ITS GENERAL PARTNER

By: /s/ Theodore Schartz
Name: Theodore Schartz
Title:   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins U.S., L.P.:

 

Signature    Title   Date

*

 

    Manager  

August 22, 2011

Geraldine Cassells

   

(Principal Executive Officer and Principal

Financial and Accounting Officer) of Tomkins

Luxembourg S.à r.l., General Partner of

Tomkins U.S., L.P.

  

*

 

    Manager of Tomkins Luxembourg S.à r.l.,  

August 22, 2011

Theodore Schartz    General Partner of Tomkins U.S., L.P.  

 

    Manager of Tomkins Luxembourg S.à r.l.,  
Siran Samarasinghe    General Partner of Tomkins U.S., L.P.  

*

 

   

Manager of Tomkins Luxembourg S.à r.l.,

   August 22, 2011
Malcolm Swain    General Partner of Tomkins U.S., L.P.  

 

* By:  

/s/ Theodore Schartz

  Theodore Schartz
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS, INC.
By:  /s/ John W. Zimmerman                    
Name:   John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins, Inc.:

 

Signature      Title   Date

*

 

      President and Director   August 22, 2011
James Nicol      (Principal Executive Officer)  

*

 

      Director and Chief Financial Officer   August 22, 2011
John W. Zimmerman      (Principal Financial and Accounting Officer)  

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tomkins, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TOMKINS, LLC

 

BY THE GATES CORPORATION AND

TOMKINS BUILDING PRODUCTS, INC.,

ITS MEMBERS

By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman

Title:  Authorized Officer of The Gates

           Corporation and Tomkins Building

           Products, Inc., Members of Tomkins,

           LLC

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tomkins, LLC:

 

Signature      Title   Date

*

 

      Chief Executive Officer and Director of The   August 22, 2011
James Nicol     

Gates Corporation, Member of Tomkins, LLC

(Principal Executive Officer)

  

*

 

      Chief Financial Officer and Director of The   August 22, 2011
John W. Zimmerman     

Gates Corporation, Member of Tomkins, LLC

(Principal Financial and Accounting

Officer)

  

Table of Contents

*

 

      Director of Tomkins Building Products, Inc.,   August 22, 2011
James Nicol     

Member of Tomkins, LLC

(Principal Executive Officer)

  

*

 

      Director and Executive Vice President,   August 22, 2011
John W. Zimmerman     

Finance of Tomkins Building Products, Inc.,

Member of Tomkins, LLC

(Principal Financial and Accounting

Officer)

 

*

 

      Director of The Gates Corporation and   August 22, 2011
Shane Darren Feeney     

Tomkins Building Products, Inc.,

Members of Tomkins, LLC

  

*

 

      Director of The Gates Corporation and   August 22, 2011
Konstantin Gilis     

Tomkins Building Products, Inc.,

Members of Tomkins, LLC

  

/s/ Seth Mitchell Mersky

 

      Director of The Gates Corporation,   August 22, 2011
Seth Mitchell Mersky     

Member of Tomkins, LLC

  

*

 

      Director of The Gates Corporation and   August 22, 2011
Anthony David Morgan     

Tomkins Building Products, Inc.,

Members of Tomkins, LLC

  

 

 

      Director of The Gates Corporation,  
Patrick Campbell      Member of Tomkins, LLC  

 

 

      Director of The Gates Corporation,  
David Everitt      Member of Tomkins, LLC  

 

 

      Director of The Gates Corporation,  
Serge Gouin      Member of Tomkins, LLC  

 

 

      Director of The Gates Corporation,  
Johann Koss      Member of Tomkins, LLC  

/s/ Alan J. Power

 

      Director of The Gates Corporation,   August 22, 2011
Alan J. Power      Member of Tomkins, LLC  

 

 

      Director of The Gates Corporation,  
Chris Patterson      Member of Tomkins, LLC  

 

 

      Director of Tomkins Building Products,  
Philip Orsino      Inc., Member of Tomkins, LLC  

 

 

      Director of Tomkins Building Products,  
Michael Mangan      Inc., Member of Tomkins, LLC  

 

 

      Director of Tomkins Building Products,  
Richard Reese      Inc., Member of Tomkins, LLC  

/s/ Terry O’Halloran

 

      Director of Tomkins Building Products,   August 22, 2011
Terry O’Halloran      Inc., Member of Tomkins, LLC  

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Trico Products (Dunstable) Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TRICO PRODUCTS (DUNSTABLE) LIMITED
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Trico Products (Dunstable) Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

 

      Director  
Nicolas Paul Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tridon Clamp Products GmbH has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

TRIDON CLAMP PRODUCTS GMBH
By:   /s/ Michael H. Reese                    
Name: Michael H. Reese
Title:   Managing Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Tridon Clamp Products GmbH:

 

Signature      Title   Date

*

 

      Managing Director   August 22, 2011
Michael H. Reese      (Principal Executive Officer)  

/s/ Laurie Stinson

 

      (Principal Financial and Accounting Officer)   August 22, 2011
Laurie Stinson       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Trion (Deutschland) GmbH has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on the 22nd day of August, 2011.

 

TRION (DEUTSCHLAND) GMBH
By:   /s/ Gordon Jones                    
Name: Gordon Jones
Title:   Managing Director
By:   /s/ Jon Muckley                    
Name: Jon Muckley
Title:   Managing Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Trion (Deutschland) GmbH:

 

Signature      Title   Date

*

      Managing Director   August 22, 2011
Gordon Jones      (Principal Executive Officer)  

*

      Managing Director   August 22, 2011
Jon Muckley      (Principal Financial and Accounting Officer)  

*

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       
* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Waltham Real Estate Holding Co. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

WALTHAM REAL ESTATE HOLDING

CO.

By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Waltham Real Estate Holding Co.:

 

Signature      Title   Date

*

 

      (Principal Executive Officer)   August 22, 2011
Alan J. Power       

*

 

      Vice President & CFO   August 22, 2011
John W. Zimmerman     

(Principal Financial and Accounting

Officer)

  

*

 

      Director   August 22, 2011
Daniel J. Disser       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Willer & Riley Limited has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 22nd day of August, 2011.

 

WILLER & RILEY LIMITED
By: /s/ John W. Zimmerman                    
Name: John W. Zimmerman
Title:   Authorized Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on August 22, 2011:

For Willer & Riley Limited:

 

Signature      Title   Date

*

 

      Director   August 22, 2011
Michael John Hopster      (Principal Executive Officer)  

*

 

      Director   August 22, 2011
Elizabeth H. Lewzey      (Principal Financial and Accounting Officer)  

 

 

      Director  
Nicolas P. Wilkinson       

/s/ Thomas C. Reeve

 

      Director   August 22, 2011
Thomas C. Reeve       

*

 

      Authorized Representative in the United States   August 22, 2011
Thomas C. Reeve       

 

* By:  

/s/ Rasmani Bhattacharya

  Rasmani Bhattacharya
  Attorney-in-fact
 EX-4.12 2 dex412.htm EXHIBIT 4.12 Exhibit 4.12

Exhibit 4.12

EIGHTH SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 18, 2011, among St. Augustine Real Estate Holding LLC (the “New Guarantor”), an indirect subsidiary of Pinafore Holdings B.V. (or its successor) (“Holdings”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (successor by merger to WILMINGTON TRUST FSB), as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H :

WHEREAS the Issuers and the existing Note Guarantors have heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of September 29, 2010, providing for the issuance of the Issuers’ 9% Senior Secured Second Lien Notes due 2018 (the “Securities”), initially in the aggregate principal amount of $1,150,000,000;

WHEREAS Section 4.10 of the Indenture provides that under certain circumstances Holdings is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Issuers’ obligations under the Securities pursuant to a Note Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuers are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, Holdings, the Issuers, and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

 

  1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Note Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

 

  2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Note Guarantors (if any), to unconditionally guarantee the Issuers’ obligations under the Securities on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Note Guarantor under the Indenture.

 

  3.

Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms,

  conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

 

  4. Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 12.02 of the Indenture.

 

  5. Governing Law. THIS SUPPLEMENTAL INDENTURE (AND EXCLUDING ANY COLLATERAL DOCUMENTS THAT ARE EXPRESSED TO BE SUBJECT TO ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

 

  a. Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Supplemental Indenture or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and subject to the last sentence of this Section 5(a) each party irrevocably submits to the non-exclusive jurisdiction of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. Each party not located in the United States irrevocably appoints Pinafore, LLC (now known as Tomkins, LLC) as its agent to receive service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court. The Trustee reserves the right to bring an action in any court that has jurisdiction over the trust estate, which may be a court other than the Specified Courts, when seeking a direction from a court in the administration of the trust estate.

 

  b. Waiver of Immunity. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

 

2

  c. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee, acting on behalf of and for the benefit of the Holders, could purchase U.S. dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligations of the Issuers and each Note Guarantor in respect of any sum due from them to the Trustee shall, notwithstanding any judgment in any currency other than U.S. dollars, not be discharged until the first business day, following receipt by the Trustee of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Trustee may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due to the Trustee and the Holders hereunder, the Issuers and each Note Guarantor agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Trustee and the Holders against such loss. If the U.S. dollars so purchased are greater than the sum originally due to the Trustee and the Holders hereunder, the Trustee agrees to deliver to the Issuers and the Note Guarantors (but without duplication) an amount equal to the excess of the U.S. dollars so purchased over the sum originally due to the Trustee and the Holders hereunder.

 

  6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

 

  7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

 

  8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

 

3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[Signature Pages Follow]

 

4

ST. AUGUSTINE REAL ESTATE HOLDING

LLC, as a New Guarantor

By:  

/s/ Michael Reese

  Name: Michael Reese
  Title:   President

[Eighth Supplemental Indenture]

TOMKINS, LLC (f/k/a PINAFORE, LLC)
By:  

/s/ John Zimmerman

Name: John Zimmerman
Title: Chief Financial Officer
TOMKINS, INC. (f/k/a PINAFORE, INC.)
By:  

/s/ John Zimmerman

Name: John Zimmerman
Title: Chief Financial Officer

[Eighth Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE
By:  

/s/ Jane Schweiger

Name: Jane Schweiger
Title: Vice President
WILMINGTON TRUST, NATIONAL ASSOCIATION, AS COLLATERAL AGENT
By:  

/s/ Jane Schweiger

Name: Jane Schweiger
Title: Vice President

[Eighth Supplemental Indenture]

EX-5.1 3 dex51.htm EXHIBIT 5.1 Exhibit 5.1

Exhibit 5.1

 

 

[FORM OF OPINION]

   

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

 

FIRM / AFFILIATE OFFICES

LOGO   

Abu Dhabi

Barcelona

Beijing

Boston

Brussels

   

Moscow

Munich

New Jersey

New York

Orange County

   Chicago    Paris

 

August 19, 2011

 

Tomkins, Inc.

Tomkins, LLC

1511 Wewatta Street

Denver, Colorado 80202

   

Doha

Dubai

Frankfurt

Hamburg

Hong Kong

Houston

London

Los Angeles

Madrid

Milan

 

   

Riyadh

Rome

San Diego

San Francisco

Shanghai

Silicon Valley

Singapore

Tokyo

Washington, D.C.

   File No. 049040-0003

 

  Re: Registration Statement No. 333-175137; $1,150,000,000 Aggregate Principal
     Amount of Senior Secured Second Lien Notes.

Ladies and Gentlemen:

We have acted as special counsel to Tomkins, LLC, a Delaware limited liability company (the “LLC Co-Issuer”) and Tomkins, Inc., a Delaware corporation (the “Corporate Co-Issuer,” and, together with the LLC Co-Issuer, the “Issuers”), in connection with the issuance of up to $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (the “Notes”) and the guarantees of the Notes (the “Guarantees”) by the entities listed on Schedule I hereto (collectively, the “Delaware Corporate Guarantors”), the entities listed on Schedule II hereto (collectively, the “Delaware LLC Guarantors”), the entities listed on Schedule III hereto (collectively, the “Delaware LP Guarantors,” and together with the Delaware Corporate Guarantors and the Delaware LLC Guarantors, the “Delaware Guarantors”), the entity listed on Schedule IV hereto (the “California Guarantor,” and together with the Delaware Guarantors, the “Covered Guarantors”), Tomkins Acquisitions Limited, a limited company incorporated under the laws of England and Wales (“Bidco”) and the entities listed on Schedule VI hereto (collectively, the “Other Guarantors,” and together with the Covered Guarantors and Bidco, the “Guarantors”), under an Indenture dated as of September 29, 2010, including the Guarantees, as supplemented by the First Supplemental Indenture dated as of November 18, 2010, the Second Supplemental Indenture dated as of December 21, 2010, the Third Supplemental Indenture dated as of December 23, 2010, the Fourth Supplemental Indenture dated as of January 20, 2011, the Fifth Supplemental Indenture dated as of February 23, 2011 (the “Fifth Supplemental Indenture), the Sixth Supplemental Indenture dated as of February 24, 2011, the Seventh Supplemental Indenture dated as of March 3, 2011 and the Eighth Supplemental Indenture dated as of August 18, 2011 (collectively, the “Indenture”) among the Issuers, the Guarantors and Wilmington Trust FSB, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), and pursuant to a registration statement on Form F-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 24, 2011 (Registration No. 333-175137) (the

August 19, 2011

Page 2

LOGO

 

“Registration Statement”), as amended. The Notes and the Guarantees will be issued in exchange for the Company’s outstanding 9% Senior Notes due 2018 (the “Old Notes”), and the related guarantees, on the terms set forth in the prospectus (the “Prospectus”) contained in the Registration Statement and the letter of transmittal to be filed as an exhibit thereto.

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Notes and the Guarantees.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Guarantors, and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the States of New York and California and the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, as applicable, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Various matters concerning the laws of the jurisdictions set forth on Schedule VI are addressed in the opinions of the counsel set forth on Schedule VI, which have been separately provided to you. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Notes have been duly executed, issued, and authenticated in accordance with the terms of the Indenture and delivered against surrender of the Old Notes in the circumstances contemplated by the Indenture and the Registration Rights Agreement dated as of September 29, 2010 filed as an exhibit to the Registration Statement, the Notes and the Guarantees will have been duly authorized by all necessary corporate, limited liability company and limited partnership action, as applicable, of the Issuers and the Covered Guarantors, respectively, and will be legally valid and binding obligations of the Issuers and the Guarantors, respectively, enforceable against the Issuers and the Guarantors in accordance with their respective terms.

Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a)

August 19, 2011

Page 3

LOGO

 

provisions purporting to make a guarantor primarily liable rather than as a surety and provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation; and (b) the severability, if invalid, of provisions to the foregoing effect.

We have not been requested to express and, with your consent, do not render any opinion herein with respect to the creation, validity, attachment, perfection or priority of any lien or security interest.

With your consent, we have assumed (a) that the Indenture, the Guarantees, and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company and each of the Covered Guarantors, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and each of the Guarantors, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties are not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

 

August 19, 2011

Page 4

LOGO

 

SCHEDULE I

DELAWARE CORPORATE GUARANTORS

 

Entity Name

  

Jurisdiction of Formation

Air System Components, Inc.   Delaware
Aquatic Co.   Delaware
Aquatic Trucking Co.   Delaware
Buffalo Holding Company   Delaware
Conergics Corporation   Delaware
Dexter Axle Acquisition Corp.   Delaware
Dexter Axle Company   Delaware
Dexter Axle Trucking Company   Delaware
EPICOR Industries, Inc.   Delaware
Gates Mectrol, Inc.   Delaware
Hart & Cooley Trucking Company   Delaware
Hart & Cooley, Inc.   Delaware
NRG Industries, Inc. NKA Ruskin Rooftop Systems, Inc.   Delaware
Ruskin Company   Delaware
Ruskin Service Company   Delaware
Schrader Electronics, Inc.   Delaware
Schrader International Holding Co.   Delaware
Schrader-Bridgeport International, Inc.   Delaware
Selkirk Corporation   Delaware
THE GATES CORPORATION   Delaware
Tomkins Automotive Holding Co.   Delaware
Tomkins Building Products, Inc.   Delaware
Waltham Real Estate Holding Co.   Delaware

August 19, 2011

Page 5

LOGO

 

SCHEDULE II

DELAWARE LLC GUARANTORS

 

Entity Name

  

Jurisdiction of Formation

Schrader, LLC   Delaware
Selkirk IP L.L.C.   Delaware
St. Augustine Real Estate Holding LLC   Delaware

August 19, 2011

Page 6

LOGO

 

SCHEDULE III

DELAWARE LLC GUARANTORS

 

Entity Name   Jurisdiction of Formation
Selkirk Americas, L.P   Delaware
Selkirk Canada Holdings, L.P.   Delaware
Tomkins U.S., L.P.   Delaware

August 19, 2011

Page 7

LOGO

 

SCHEDULE IV

CALIFORNIA GUARANTOR

 

Entity Name

  

Jurisdiction of Formation

CARRIAGE HOUSE FRUIT COMPANY   California

August 19, 2011

Page 8

LOGO

 

SCHEDULE V

OTHER GUARANTORS

 

Entity Name

  

Jurisdiction of Formation

Broadway Mississippi Development, LLC   Colorado
Dexter Chassis Group, Inc.   Michigan
e INDUSTRIES, INC.   Indiana
Eastern Sheet Metal, Inc.   Ohio
FBN Transportation, Inc.   Ohio
Gates Development Corporation   Colorado
Gates International Holdings, LLC   Colorado
HYTEC, INC.   Washington
Ideal Clamp Products, Inc.   Tennessee
Koch Filter Corporation   Kentucky
Tomkins Industries, Inc.   Ohio
ACD Tridon (Holdings) Limited   United Kingdom
Air System Components Investments China Limited   United Kingdom
Beta Naco Limited   United Kingdom
British Industrial Valve Company Limited   United Kingdom
Gates Auto Parts Holdings China Limited   United Kingdom
Gates Engineering & Services UK Holdings Limited   United Kingdom
Gates Fluid Power Technologies Investments Limited   United Kingdom
GATES HOLDINGS LIMITED   United Kingdom
Gates Powertrain UK Limited   United Kingdom
H Heaton Limited   United Kingdom
Olympus (Ormskirk) Limited   United Kingdom
Ruskin Air Management Limited   United Kingdom
Shiitake Limited   United Kingdom
Swindon Silicon Systems Limited   United Kingdom
Tomkins Acquisitions Limited   United Kingdom
Tomkins Engineering Limited   United Kingdom
Tomkins Finance Limited   United Kingdom
Tomkins Finance Luxembourg Limited   United Kingdom
Tomkins Funding Limited   United Kingdom
Tomkins Ideal Clamps (Suzhou) Investments Limited   United Kingdom
Tomkins Investments China Limited   United Kingdom
Tomkins Investments Limited   United Kingdom
TOMKINS LIMITED   United Kingdom
Tomkins Overseas Company   United Kingdom
Tomkins Overseas Investments Limited   United Kingdom

August 19, 2011

Page 9

LOGO

 

Entity Name

  

Jurisdiction of Formation

Tomkins Pension Services Limited   United Kingdom
Tomkins SC1 Limited   United Kingdom
Tomkins Sterling Company   United Kingdom
Tomkins Treasury (Canadian Dollar) Company   United Kingdom
Tomkins Treasury (Dollar) Company   United Kingdom
Tomkins Treasury (Euro) Company   United Kingdom
Trico Products (Dunstable) Limited   United Kingdom
WILLER & RILEY LIMITED   United Kingdom
Schrader Investments Luxembourg S.à r.l.   Luxembourg
Tomkins American Investments S.à r.l.   Luxembourg
TOMKINS AUTOMOTIVE COMPANY, S.à r.l.   Luxembourg
Tomkins Holdings Luxembourg, S.à r.l.   Luxembourg
Tomkins Investments Company S.à r.l.   Luxembourg
Tomkins Luxembourg S.à r.l.   Luxembourg
Tomkins Overseas Holdings S.à r.l.   Luxembourg
Montisk Investments Netherlands C.V.   The Netherlands
Pinafore Holdings B.V.   The Netherlands
ACD Tridon Inc.   Ontario, Canada
Ruskin Company Canada Inc.   Ontario, Canada
Tomkins Automotive Canada Limited   Ontario, Canada
AMP Industrial Mexican, S.A. de C.V.   Mexico
Aplicadores Mexicanos, S.A. de C.V.   Mexico
Auto Industrial de Partes, S.A. de C.V.   Mexico
Ruskin de Mexico, S.A. de C.V.   Mexico
Tomkins Poly Belt Mexicana, S.A. de C.V.   Mexico
Eifeler Maschinenbau GmbH   Germany
Gates Holding GmbH   Germany
Gates Mectrol GmbH   Germany
Tridon Clamp Products GmbH   Germany
Trion (Deutschland) GmbH   Germany
Gates CIS LLC   Russia
Gates Engineering & Services Australia Pty Ltd   Australia
Gates Engineering & Services Hamriyah FZE   United Arab Emirates
Gates Engineering & Services FZCO   United Arab Emirates
Gates Engineering & Services Ltd.   British Virgin Islands

Gates Fleximak Ltd.

  

British Virgin Islands

GATES GÜÇ AKTARIM SISTEMLERI DAGITIM SANAYI VE TICARET LIMITED SIRKETI

  

Turkey

Gates Power Transmission Europe BVBA   Belgium
Schrader Electronics Limited   Northern Ireland

August 19, 2011

Page 10

LOGO

 

Entity Name

  

Jurisdiction of Formation

Schrader International Brasil Ltda.   Brazil
Tomkins Mauritius Company Limited   Mauritius

August 19, 2011

Page 11

LOGO

 

SCHEDULE VII

OTHER LEGAL COUNSEL

 

Jurisdiction

  

Law Firm Name

Colorado   Lathrop & Gage LLP
Indiana   May Oberfell Lorber
Kentucky, Ohio   Dinsmore & Shohl LLP
Michigan   Dykema Gossett PLLC
Tennessee   Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
Washington   Garvey Schubert Barer
Australia   Allen & Overy
Belgium   DLA Piper UK LLP
Brazil   Pinheiro Neto Advogados
British Virgin Islands   Walkers
Canada (Federal); Ontario   Davies Ward Phillips & Vineberg LLP
England and Wales   Latham & Watkins (London) LLP
Germany   Latham & Watkins LLP
The Netherlands   Freshfields Bruckhaus Deringer Amsterdam B.V.
Luxembourg   Luther Rechtsanwaltsgesellschaft mbH
Mauritius   Appleby
Mexico   Ritch Mueller, S.C.
Northern Ireland   Arthur Cox
Russia   Latham & Watkins LLP
Turkey   Hergüner Bilgen Özeke Avukatlik Ortakligi
United Arab Emirates   Hadef & Partners
 EX-5.6 4 dex56.htm EXHIBIT 5.6 Exhibit 5.6

Exhibit 5.6

 

LOGO

  

FIRST TENNESSEE BUILDING

165 MADISON AVENUE

SUITE 2000

MEMPHIS, TENNESSEE 38103

PHONE: 901.526.2000

FAX: 901.577.2303

    www.bakerdonelson.com

 

 

[FORM OF OPINION]

August 19, 2011

Tomkins, Inc. and

Tomkins, LLC

1551 Wewatta Street

Denver, CO 80202

 

  RE: $1,150,000,000 of 9% Senior Secured Second Lien Notes

Ladies and Gentlemen:

We have acted as special counsel in the State of Tennessee (the “State”) to Ideal Clamp Products, Inc., a corporation organized under the law of the State of Tennessee (the “TN Guarantor”), in connection with the issuance of $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (the “Notes”) by Tomkins, Inc. (formerly Pinafore, Inc.) and Tomkins, LLC (formerly, Pinafore, LLC) (collectively, the “Issuers”) and the guarantee of the Notes (the “Note Guarantee”) by TN Guarantor under an Indenture dated as of September 29, 2010 (the “Original Indenture”) as supplemented by the First Supplemental Indenture dated as of November 18, 2010, the Second Supplemental Indenture dated as of December 21, 2010, the Third Supplemental Indenture dated as of December 23, 2010, the Fourth Supplemental Indenture dated as of January 20, 2011, the Fifth Supplemental Indenture dated as of February 23, 2011, the Sixth Supplemental Indenture dated as of February 24, 2011, and the Seventh Supplemental Indenture dated as of March 3, 2011 (as so supplemented, the “Indenture”) entered into among the Issuers, the Guarantors named therein, and Wilmington Trust FSB, as trustee (the “Trustee”) and collateral agent.

For the purposes of this opinion letter (the “Opinion Letter”), we have examined a copy of the Indenture, including the Note Guarantee contained therein, which has been identified to our satisfaction.

We have also examined the following organizational documents of the TN Guarantor (the documents referred to in paragraphs (i) through (vi) below being hereinafter referred to as the “Organizational Documents”):

 

  (i) Charter certified by the Tennessee Secretary of State on September 20, 2010;

  (ii) Bylaws certified by an officer of the TN Guarantor pursuant to a Closing Certificate dated September 29, 2010;
  (iii) Closing Certificate dated September 29, 2010 certifying the incumbency of the persons specified therein;
  (iv) Action by Written Consent of the Board of Directors of the TN Guarantor dated as of September 20, 2010;
  (v) Action by Written Consent of the Board of Directors of the TN Guarantor dated January 20, 2011; and
  (vi) Certificate of Existence issued by the Tennessee Secretary of State on August 18, 2011 (the “Certificate of Existence”).

Except as set forth above concerning the Indenture and the Organizational Documents that we have reviewed, we have not reviewed any other documents, and no opinions contained herein shall pertain to any other documents. To the extent that opinions expressed below involve matters of fact, we have relied upon the representations and warranties made in the Indenture and the Organizational Documents.

In making such examinations, we have with your permission assumed that:

 

  (a) the Indenture examined by us conforms to the original, has been properly completed with blank spaces filled in and exhibits attached, and has not been modified, amended, rescinded or terminated since March 3, 2011, and said Indenture remains in full force and effect;

 

  (b) except as set forth in Opinion Paragraph 1 below, the corporations, partnerships or limited liability companies which are parties to the Indenture are duly organized, validly existing and in good standing under the laws applicable to their respective organization and existence and in all other places in which they are conducting their respective businesses;

 

  (c) except as set forth in Opinion Paragraphs 2 and 3 below, the Indenture has been duly authorized, executed, and delivered by each of the parties for value received, and nothing in the articles of incorporation, bylaws (or the equivalent thereof), the partnership agreement or certificate of limited partnership, the operating agreement or certificate of formation of any of the parties prohibits any of the parties from executing the Indenture or performing the transactions contemplated by the Indenture, and each of the parties has the full corporate, partnership or limited liability company power and authority to deliver and perform its obligations under the Indenture and documents required or permitted to be executed, delivered and performed thereunder;

 

  (d) all signatures on the Indenture are genuine, and all individuals executing the Indenture have legal capacity;

 

  (e) the Organizational Documents have not been modified, amended, rescinded or terminated since the dates specified above with respect to such Organizational Documents, and such Organizational Documents remain in full force and effect;

 

  (f) all factual statements set forth in the Indenture and the Organizational Documents are true, accurate and complete in all material respects;

 

  (g) no articles of dissolution, no certificate of cancellation, no notice of intent to dissolve, no application for withdrawal, no statement of commencement of winding up nor any similar document has been filed or is pending with respect to TN Guarantor;

 

  (h) no petition has been filed in any court of competent jurisdiction to dissolve TN Guarantor or challenge the TN Guarantor’s execution, delivery and performance under the Original Indenture;

 

  (i) no petition has been filed by the Attorney General of the State proposing the dissolution of the TN Guarantor or the forfeiture of TN Guarantor’s articles of incorporation;

 

  (j) the exercise of any remedy by the Trustee or Holders (as such terms are defined in the Indenture) with respect to the Indenture in any other state will not, under the laws of such other state, impair the exercise of remedies in the State;

 

  (k) there are no corporate resolutions of TN Guarantor relating to the Indenture other than those listed among the Organizational Documents;

 

  (l) no proceedings by or against TN Guarantor have been commenced in bankruptcy or for reorganization, liquidation or the readjustment of debts under the federal or any state bankruptcy code or any other law, nor has TN Guarantor made an assignment for the benefit of creditors, admitted in writing inability to pay debts generally as they become due, or filed or had filed against it any action seeking an order appointing a trustee or receiver of all or a substantial part of the property of TN Guarantor; and

 

  (m) the Guaranteed Obligations (as such term is defined in the Indenture) are enforceable against the TN Guarantor.

Although we have not conducted an independent investigation of the accuracy of any of these assumptions, nothing has come to our attention leading us to question the accuracy of said assumptions.

Based on the foregoing assumptions and subject to the qualifications and limitations set forth below, we are of the opinion that:

1.       Based solely on the Certificate of Existence, TN Guarantor is a corporation, validly existing and in good standing under the laws of the State.

2.       TN Guarantor has all necessary corporate power and authority to execute and deliver, and perform its obligations under, the Original Indenture, and has taken all corporate action required to authorize the execution and delivery of, and the performance of its obligations under, the Original Indenture.

3.       TN Guarantor has duly executed and delivered the Original Indenture.

The opinions set forth above are qualified as stated therein and are further qualified as follows:

 

  (a) The opinions set forth in this Opinion Letter are subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, or other laws of general application relating to or affecting the enforcement of creditors’ rights, from time to time in effect.

 

  (b) We have not undertaken any independent investigation to determine the existence or absence of such facts which would be contrary to the opinions expressed herein, and no inference as to the knowledge of the existence of such facts should be drawn from the fact of our representation of TN Guarantor as its special counsel.

Our opinions are subject to the further qualification that we express no opinion as to:

 

  (i) the effects of actions and omissions of the Trustee or Holders heretofore or hereafter occurring, whether intentional or unintentional, constituting fraud, bad faith, commercial unreasonableness, misrepresentation, duress, coercion, obstruction of TN Guarantor’s performance, failure to perform or other similar basis for limiting Trustee’s or Holders’ remedies;

 

  (ii) the application or effect of any federal or state securities laws or federal, state or local environmental laws on or to the transaction governed by the Indenture;

  (iii) the effect of any federal or state tax lien or state employee liens on the rights and remedies afforded to the Trustee or Holders under the Indenture or the legal rights of government agencies of attachment or forfeiture under various criminal statutes; or

 

  (iv) the enforceability of the Indenture.

This Opinion Letter is presumed to deal only with the specific legal issues that are addressed by it. Accordingly, any express opinion concerning a particular legal issue is presumed not to address any other matters. Even if this presumption against opinion by implication can be overcome by compelling rebuttal, the legal issues specified in the foregoing paragraphs are covered only if and to the extent any such issue is specifically addressed in this Opinion Letter.

The opinions contained in this Opinion Letter are expressions of professional judgment regarding the legal matters addressed and not guarantees that a court will reach any particular result.

The law covered by the opinions expressed in this Opinion Letter is limited to the law of the State. We express no opinion concerning the laws of any other jurisdiction, or the effect thereof. We further express no opinion concerning the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the Federal, state or regional level) and judicial decisions to the extent that they deal with any of the foregoing.

This Opinion Letter is rendered as of the effective date set forth above and addresses the law as of such date. We express no opinion as to circumstances or events which may occur subsequent to the date hereof, nor do we undertake any obligation to inform you of any changes in the law occurring after the date hereof.

This Opinion Letter is for your benefit in connection with the Registration Statement on Form F-4 (the “Registration Statement”) and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”). This Opinion Letter also may be relied upon by Latham & Watkins LLP in connection with the issuance of its opinion letter in connection with the Registration Statement, and any amendments thereto, including any post-effective amendments to be filed by the Issuers with the Securities and Exchange Commission under the Securities Act. We hereby consent to the filing of this Opinion Letter as Exhibit 5.6 to the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Except as set forth above, this Opinion Letter may not be otherwise filed publicly, nor used in connection with any other transaction not contemplated by the Indenture.

Very truly yours,

EX-5.9 5 dex59.htm EXHIBIT 5.9 Exhibit 5.9

Exhibit 5.9

 

      DLA Piper UK LLP
     

Louizalaan 106

1050 Brussels

Belgium

      T +32 (0)2 500 15 09
      F +32 (0)2 500 65 49
      W www.dlapiper.com

[FORM OF OPINION]

 

Tomkins, Inc.

Tomkins, LLC

1551 Wewatta Street

Denver, Colorado 80202

United States

     

Your reference

 

  Our reference

MVB/MVB/203989/1

 

  BEM/1391004.1

   
    

 

19 August 2011

   

Dear Madam / Sir,

 

Re:    Legal opinion in relation to the capacity of Gates Power Transmission Europe BVBA, a private limited liability company incorporated under the laws of Belgium (“besloten vennootschap met beperkte aansprakelijkheid” / “société privée à responsabilité limitée”), with registered office at Dr. Carlierlaan 30, B-9320 Erembodegem, Belgium, and with registration number 0877.356.090 (Register of Legal Entities Dendermonde) (the “Company”) to enter into the Indenture, as defined herein).

 

We have acted as special Belgian legal counsel to the Addressee and have been asked to provide this legal opinion (the “Opinion Letter”) (i) in connection with the issuance of $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (the “Notes”) by Tomkins, Inc. (formerly Pinafore, Inc.) and the Addressee (formerly, Tomkins, LLC) and the guarantees of the Notes (the “Guarantees”) by the Companies named therein under an indenture dated as of 29 September 2010, as supplemented by the First Supplemental Indenture dated as of 18 November 2010, the Second Supplemental Indenture dated as of December 21, 2010, the Third Supplemental Indenture dated as of 23 December 2010, the Fourth Supplemental Indenture dated as of 20 January 2011, the Fifth Supplemental Indenture dated as of 23 February 2011, the Sixth Supplemental Indenture dated as of 24 February 2011 and the Seventh Supplemental Indenture dated as of 3 March 2011 (collectively, the “Indenture”) entered into among the Issuers (as defined therein), the Guarantors named therein, and Wilmington Trust FSB, as trustee (the “Trustee”) and collateral agent, and pursuant to a registration statement on Form F-4 under the Securities Act of 1933, as amended (the “Act”), filed with the US Securities and Exchange Commission (the “Commission”) on 24 June 2011 (the “Registration Statement”) and (ii) in particular, in relation to the capacity of the Company to accede to the Indenture as New Guarantor, by entering into a supplemental indenture N°. 3 dated 23 December 2010 with, amongst others, the Trustee (the “Third Supplemental Indenture”).

   

DLA Piper UK LLP is regulated by the ‘Ordre des avocats à la Cour de cassation’ of Belgium, the ‘Ordre français des avocats’ of the Brussels Bar, the ‘Nederlandse Orde van Advocaten’ of the Brussels Bar and the ‘Orde van Advocaten’ of the Antwerp Bar.

 

DLA Piper UK LLP is a limited liability partnership registered in England and Wales (number OC307847) which is part of DLA Piper, a global law firm, operating through various separate and distinct legal entitles.

 

A list of members is open for inspection at its registered office and principal place of business, 3 Noble Street, London. EC2V 7EE and at the address at the top of this letter.

 

Partner denotes member of a limited liability partnership or a lawyer with equivalent standing or qualifications. If the symbol * is marked next to the name of the signatory to this letter it means he or she provides services to DLA Piper UK LLP through a civil company under the form of a personal liability company.

 

A list of offices and regulatory information can be found at www.dlapiper.com

 

Brussels switchboard:

+32(0)2 500 1500

1. Scope of the Opinion Letter

As Belgian legal counsel, we are only competent to render opinions on issues of Belgian law.

19 August 2011

MVB/MVB/203989/1

BEM/1391004.1

Continuation 2

 

This Opinion Letter is limited to Belgian law at the date of this opinion as currently applied by the Belgian courts. We have made no investigation of, and do not express or imply any views or opinions on the laws of any country other than Belgium. We will not take into account any new or retroactive legislation which, when introduced, may in any way affect or prejudice any opinion in this Opinion Letter.

This Opinion Letter is given on the basis that it will be governed by and construed in accordance with Belgian law. Belgian courts have exclusive jurisdiction with respect to this Opinion Letter.

In this Opinion Letter, all terms or expressions used with a capital letter shall have the same meaning as ascribed to them under the Third Supplemental Indenture.

This opinion is given to you in connection with a scanned copy of the Third Supplemental Indenture, executed by the Company.

For the purpose of rendering this opinion, but without opining upon these documents, we have also examined the parts directly related to the Third Supplemental Indenture of the documents referred to in Schedule 1 to this Opinion Letter (the “Corporate Documents”).

We have not reviewed any other documents than the Third Supplemental Indenture and the Corporate Documents, and we have made no other enquiries, save as expressly stated in the Opinion Letter.

2. Assumptions

We have assumed and not verified, to the extent relevant to each of the opinions given herein below:

 

(i) the genuineness of all signatures and stamps;

 

(ii) the authenticity of all documents submitted to us as originals;

 

(iii) the completeness and conformity to original documents of all copies and/or other specimen documents submitted to us;

 

(iv) the completeness, accuracy and conformity to original documents in form and in substance of all translations of documents, whether or not provided for convenience purposes or official translations;

 

(v) that all the search results from public records, obtained by electronic data transmission or otherwise, are true, accurate, complete and fully reliable;

 

(vi) that all consents, approvals, authorisations, or orders required from any governmental or other regulatory authorities outside Belgium and all other requirements for the legality, validity and enforceability of the Indenture and the Third Supplemental Indenture have been duly obtained or fulfilled and are and will remain in full force;

19 August 2011

MVB/MVB/203989/1

BEM/1391004.1

Continuation 3

 

(vii) that there are no matters under the laws or regulations of any jurisdiction, other than Belgium, which are inconsistent with, or which would render incorrect, or which would otherwise affect the opinions given in this Opinion Letter;

 

(viii) that the information recorded in the Co-ordinated Articles of Association of the Company as submitted to us is currently correct and that there have been no amendments to the same (although not constituting conclusive evidence thereof, our search on the website of the Belgian State Gazette (“Belgisch Staatsblad”/ “Moniteur Belge”) on the date hereof has not produced any indication to the contrary);

 

(ix) that the meetings of the Board of Managers of the Company are held in Belgium and that, accordingly, the actual management of the Company is located in Belgium, since the date of its incorporation;

 

(x) that on the date of execution of the Third Supplemental Indenture, Mr. William Patrick Allen, Mr. Piergiorgio Brusco and Mr Peter Verdonckt were still members of the Board of Managers of the Company, and that on this date there were no other members of its Board of Managers (although not constituting conclusive evidence thereof, our search on the website of the Belgian State Gazette (“Belgisch Staatsblad”/ “Moniteur Belge”) on the date hereof has not produced any indication to the contrary);

 

(xi) that the Board Minutes truly and accurately reflect what was discussed and resolved at the meeting of the Board of Managers and that the meeting of the Board of Managers of the Company was effectively conducted as a meeting with deliberations, the contents of which are duly reflected in the Board Minutes, and that the resolutions passed at such meeting were duly adopted, have not been revoked or varied and remain in full force and effect as of the date hereof;

19 August 2011

MVB/MVB/203989/1

BEM/1391004.1

Continuation 4

 

(xii) that the managers of the Company do not have a conflict of interest in connection with the execution of the Third Supplemental Indenture or any of the transactions contemplated thereunder, that would preclude them from validly exercising their mandate and validly representing the Company;

 

(xiii) that the entry into the Third Supplemental Indenture is in the best interest of the Company (as determined by its Board of Managers) and that the Third Supplemental Indenture is entered into for bona fide commercial purposes, without any fraudulent intent (including as to the interests of creditors) and at arms’ length conditions and that the parties to the Third Supplemental Indenture in their conduct have complied with the requirement of good faith and fair dealing and that their conduct has not infringed public policy or moral standards;

 

(xiv) that the Third Supplemental Indenture has been executed by duly authorised representatives of each party thereto other than the Company and the authorised signatories of each such party had, at the time of executing, full legal power and capacity to execute the Third Supplemental Indenture in the name and on behalf of each such other party;

 

(xv) that the Third Supplemental Indenture constitutes the legal, valid and binding obligations of the parties thereto under its governing law, and is enforceable against those parties in accordance with its terms under all applicable laws of any relevant jurisdiction;

 

(xvi) that there are no dealings, agreements or arrangements, actions or events between, by or involving any of the parties to the Third Supplemental Indenture which modify or supersede any of the terms of the Third Supplemental Indenture, or which otherwise affect the opinions given in this Opinion Letter;

 

(xvii) that the representations, warranties and statements given by the parties in the Third Supplemental Indenture are true and accurate in all respects at the date of entry into the Third Supplemental Indenture and at the date of this Opinion Letter; and

 

(xviii) no obligations incurred by the Company pursuant to the Third Supplemental Indenture have been or will be incurred to finance or refinance in whole or in part, directly or indirectly, an acquisition of or subscription of any shares in the Company in breach of Article 329 of the Belgian Company Code.

3. Opinions

Subject to (i) the assumptions, qualifications, reservations and limitations as mentioned herein, (ii) any factual matters not disclosed to us in the course of our investigations and without expressing any opinion as to matters or documents other than the Indenture (including the guarantee of the Notes contained therein), we are of the following opinion on the date hereof:

19 August 2011

MVB/MVB/203989/1

BEM/1391004.1

Continuation 5

 

1. the Company is a company duly incorporated and validly existing as a “besloten vennootschap met beperkte aansprakelijkheid” / “société privée à responsabilité limitée” under the laws of Belgium;

 

2. the Company had all necessary corporate power to execute the Indenture;

 

3. the persons named as authorised persons with respect to Company had the right, power and authority to execute the Indenture on behalf of the Company and to give any notices or certificates under the Indenture on the Company’s behalf, in accordance with the power of attorney granted by the Board of Managers in the Board Minutes; and

 

4. all authorisations required or advisable in Belgium in connection with the execution and performance by the Company of the Indenture have been obtained or effected (as appropriate) and are in full force and effect;

4. Qualifications and reservations

The opinions expressed in this Opinion Letter are subject to the following qualifications and reservations:

 

1. We express no opinion as to matters of fact, nor as to questions of law which can be decided only on the basis of matters of fact nor as to the effect of facts, whether known to us or not, that may have an effect on the opinion given herein.

 

2. In principle, a power of attorney or agency can be revoked by the principal at any time without prior notice or justification. A power of attorney or agency can however be made irrevocable, provided that it is limited in time. A termination of an irrevocable power of attorney or agency can give rise to damages. Any appointment of an attorney or agent may be limited in circumstances of conflict of interest between the principal and the attorney-in-fact or agent and terminates in principle without retroactive effect upon bankruptcy or liquidation of the principal.

 

3. The opinions expressed in this Opinion Letter may be affected or limited by the provisions of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganisation, suspension of payments and other or similar laws of any jurisdiction and of general application now or hereafter in effect, relating to or affecting the enforcement or protection of creditors’ rights generally, including but not limited to the Belgian Bankruptcy Law and the law of 31 January 2009 on the continuity of enterprises (“wet van 31 januari 2009 betreffende de continuiteit van ondernemingen”/ “loi du 31 janvier 2009 relative à la continuité des entreprises”).

 

4.

Under Belgian law, each company is subject to the so-called corporate speciality principle (“principe de spécialité”/ “specialiteitsbeginsel”), which requires it to pursue the generation of profit and prevents it from entering into any transactions which are not directly or indirectly beneficial to it. If the

19 August 2011

MVB/MVB/203989/1

BEM/1391004.1

Continuation 6

 

undertakings made by a company cannot be demonstrated to be to its advantage or if the undertakings can be deemed to be mere gifts without any actual and demonstrable advantage for a company, then the same may be held to be null and void.

5. Limitations

This Opinion Letter is addressed to you at your explicit request and may only be relied upon by you in connection with the transactions to which the Third Supplemental Indenture relates.

 

1. This Opinion Letter is strictly limited to the matters addressed herein and is not to be used or extended by implication to any other matter, whether in connection with the Third Supplemental Indenture or otherwise.

With the exclusion of the matters as to which we are expressing an opinion in section 3 of this Opinion Letter, this Opinion Letter should not be construed as expressing any opinion on the completion, accuracy and correctness of any of the representations and warranties or any other information given by the parties in the Third Supplemental Indenture. In particular, we do not express any opinion as to (i) any matters of fact, (ii) the validity and enforceability of the Third Supplemental Indenture under any applicable laws, (iii) the accounting treatment of the transactions contemplated by the Third Supplemental Indenture and (iv) any matters of direct or indirect taxation.

 

2. There is no intention on our part to amend or update this Opinion Letter in the event of changes after the date hereof in any Belgian laws, existing case law or regulations relevant to the opinions given in this Opinion Letter.

 

3. In this Opinion Letter, Belgian legal concepts are expressed in English terms and not in their original Dutch or French terms used in Belgian laws. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion may, therefore, only be relied upon under the express condition that any issues of interpretation arising there under be governed by Belgian law and be brought before a court in Belgium.

This Opinion Letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. This Opinion Letter also may be relied upon by Latham & Watkins LLP in connection with the issuance of its opinion letter in connection with the Registration Statement, and any amendments thereto, including any post-effective amendments to be filed by the Issuers with the Commission under the Act. Moreover, we hereby consent to the filling of this opinion with the U.S. Securities Exchange Commission as an exhibit to the registration statement on Form F-4 and to the reference to this firm under the caption “Legal Matters” in the prospectus which forms a part thereof.

The liability of the issuer of this opinion in connection with its contents is limited in the aggregate to the maximum cover under the professional indemnity insurance of

19 August 2011

MVB/MVB/203989/1

BEM/1391004.1

Continuation 7

 

the issuer that is available in connection with this opinion at the time any payment under a claim is to be made.

This opinion is given by DLA Piper UK LLP and not on behalf of any other offices or any other firms associated with us.

 

Yours sincerely,
Dirk Caestecker*
Partner

DLA PIPER UK LLP

dirk.caestecker@dlapiper.com

Schedule 1 – Corporate Documents

19 August 2011

MVB/MVB/203989/1

BEM/1391004.1

Continuation 8

 

Schedule 1

Corporate Documents

 

(a) Copy of the latest co-ordinated articles of association of the Company, dated 3 December 2010 (the “Co-ordinated Articles of Association”);

 

(b) A list of all publications in the Annexes to the Belgian Official Gazette during the last five years in respect of the Company until the date hereof;

 

(c) Copy of the minutes of the meeting of the Board of Managers of the Company, dated 21 December 2010 (the “Board Minutes”);

 

(d) An excerpt dated 18 August 2011 from the Crossroads Bank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque-Carrefour des Entreprises”) confirming that the Company (i) has been duly registered and (ii) has not been put into liquidation on the date thereof; and

 

(e) Written confirmation dated 19 August 2011 from the Clerk’s office of the Dendermonde Commercial Court confirming that the Company has not been declared bankrupt or has not filed with the Dendermonde Commercial Court a petition for its judicial reorganization on the basis of the law of 31 January 2009 on the continuity of enterprises (“wet van 31 januari 2009 betreffende de continuiteit van ondernemingen” / “loi du 31 janvier 2009 relative à la continuité des entreprises”) (the “Certificate of Non-Insolvency”).
EX-5.10 6 dex510.htm EXHIBIT 5.10 Exhibit 5.10

Exhibit 5.10

[Pinheiro Neto Guilherme Leite Letterhead]

[FORM OF OPINION]

São Paulo, August 19, 2011

To:

Tomkins, Inc.

Tomkins, LLC

1551 Wewatta Street,

Denver, CO 80202

 

Re.: Guarantees by Schrader Brazil

Dear Sirs,

1. We have acted as special Brazilian counsel in connection with the issuance of US$1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (the “Notes”) by Tomkins, Inc. (formerly Pinafore, Inc.) and Tomkins, LLC (formerly Pinafore, LLC) and the guarantees of the Notes (the “Guarantees”) by the Note Guarantors (as named in the Indenture) under an Indenture dated as of September 29, 2010, as supplemented by the First Supplemental Indenture dated as of November 18, 2010, the Second Supplemental Indenture dated as of December 21, 2010, the Third Supplemental Indenture dated as of December 23, 2010, the Fourth Supplemental Indenture dated as of January 20, 2011, the Fifth Supplemental Indenture dated as of February 23, 2011, the Sixth Supplemental Indenture dated as of February 24, 2011 and the Seventh Supplemental Indenture dated as of March 3, 2011 (collectively, and including the 9% Senior Secured Second Lien Notes due 2018, the “Indenture”) entered into among the Issuers, the Note Guarantors named therein, and Wilmington Trust FSB, as trustee (the “Trustee”) and collateral agent, and pursuant to a registration statement on Form F-4 under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on June 24, 2011 and Amendment No. 1 to the F-4 Registration Statement filed with the Securities and Exchange Commission on August 19, 2011.

1.1. Our legal advice was provided pursuant to the laws of the Federative Republic of Brazil (“Brazil”), as the Indenture was secured by a Brazilian security package composed of (i) the fiduciary sale of all quotas issued by Schrader International Brasil Ltda.

(“Schrader Brasil”) (“Quota Fiduciary Sale”), and (ii) the pledge of rights related to certain bank accounts held by Schrader Brazil (“Pledge of Rights”), as security for the performance of the Secured Obligations, as defined in the Quota Fiduciary Sale and the Pledge of Rights (the Quota Fiduciary Sale and the Pledge of Rights are collectively referred to as the “Security”).

2. In connection therewith, we have examined the following documents:

(i) an executed copy of the Indenture;

(ii) an executed copy of the Quota Fiduciary Sale Agreement, dated February 24, 2011, and duly registered with the Registry of Deeds and Documents of the City of Jacareí under nº 053301;

(iii) an executed copy of the Agreement for Pledge of Rights, dated February 24, 2011, and duly registered with the Registry of Deeds and Documents of the City of Jacareí under nº 053302;

(iv) a copy of the officer’s certificate of Schrader Brasil, dated March 18, 2011, signed by Mr. Richard Hoffner and duly notarized at the competent Registry Office in Brazil;

(v) a copy of the 9th amendment to the articles of association (Contrato Social) of Schrader Brasil, dated December 17, 2010, and duly registered with the Board of Trade of the State of São Paulo under nº 458.772/10-0;

(vi) a copy of the 10th amendment to the articles of association (Contrato Social) of Schrader Brasil, dated March 18, 2011, and duly registered with the Board of Trade of the State of São Paulo under nº 122.600/11-3;

(vii) a copy of the Partners’ Resolutions of Schrader Brasil held on February 8, 2011, and duly registered with the Board of Trade of the State of São Paulo under nº 74.797/11-6; and

(viii) a copy of the Partners’ Resolutions of Schrader Brasil held on February 8, 2011, and duly registered with the Board of Trade of the State of São Paulo under nº 74.798/11-0.

 

2

In this opinion, the documents listed in items (i) to (vii) above are jointly referred to as the “Transaction Documents”.

3. For the purpose of this opinion, we have assumed other than with respect to documents signed by Schrader Brasil (a) the genuineness of all signatures and the authenticity of all documents submitted to us as originals or photocopies or execution copies thereof, (b) the legal capacity of all natural persons, and (c) the validity, enforceability and performance of the obligations of the Transaction Documents and the transactions contemplated thereby under the laws to which they are expressed to be governed. We have also reviewed such matters of law as we have considered relevant for the purpose of this opinion. This opinion is based solely on the documents provided to us.

4. Unless the context shall otherwise require or except as otherwise expressly provided herein, terms defined and expressions used herein shall have the same respective meanings assigned to them in the Transaction Documents.

5. We express no opinion as to any law other than the laws of Brazil and we have assumed that there is nothing in any other law that affects our opinion. In particular, we have made no independent investigation of any foreign law as a basis for the opinions stated herein and do not express or imply any opinion on such laws. We are qualified to practice in Brazil, and the opinions stated herein relate only to the laws of Brazil as in force at the date hereof.

6. Based on the foregoing, it is our opinion that:

6.1. Schrader Brasil has been duly incorporated and is validly existing under the laws of Brazil, with power and authority (i) to carry on its activities, (ii) to enter into the Indenture, and (iii) perform its obligations in connection with the Indenture.

6.2. Schrader Brasil has (i) all necessary corporate power and authority to execute and deliver, and perform its obligations under, the Indenture, (ii) taken all corporate action required to authorize the execution and delivery of, and the performance of its obligations, under the Indenture, and (iii) duly executed and delivered the Indenture.

 

3

6.3. The Indenture constitutes a legal, valid and binding obligation of Schrader Brasil, enforceable against it in accordance with its terms.

7. The opinions set forth above are, however, subject to certain reservations, namely:

(i) enforcement of the obligations of Schrader Brasil may be limited by insolvency, moratorium, fraudulent conveyance, bankruptcy and reorganization or other laws of general application relating to or affecting the rights of creditors and to general equity principles;

(ii) in case of insolvency, moratorium, fraudulent conveyance, bankruptcy and/or judicial or extrajudicial reorganization of Schrader Brasil, certain credits, such as post-petition and super-priority claims, motions for restitution, and credits for salaries and wages (subject to applicable cap and limitations) shall have preference over other credits, including secured ones , as applicable; and

(iii) in case of proceedings instituted against Schrader Brasil in Brazil, certain court costs and deposits to guarantee judgment might be due.

8. We express no opinion as to any agreement, instrument or other document other than as specified in this letter.

9. This opinion shall be governed by and construed in accordance with the laws of Brazil in effect as of the date hereof.

10. This opinion is for your benefit in connection with the Registration Statement on Form F-4 (the “Registration Statement”) and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Act”). This opinion also may be relied upon by Latham & Watkins LLP in connection with the issuance of its opinion letter in connection with the Registration Statement, and any amendments thereto, including any post-effective amendments to be filed by Tomkins, Inc. and Tomkins, LLC with the Securities and Exchange Commission under the Act. Moreover, we hereby consent to the filling of this opinion with the U.S Securities Exchange Commission as an exhibit to the registration statement and/or its Amendment No. 1 on Form F-4.

 

4

11. This opinion speaks only as of the date hereof and we express no opinion as to rights, obligations or other matters (including change of law or circumstances) arising subsequent to the date hereof.

 

    Very truly yours,
  Pinheiro Neto Advogados
By  

 

 

5

EX-5.12 7 dex512.htm EXHIBIT 5.12 Exhibit 5.12

Exhibit 5.12

[Davies Ward Phillips & Vineberg LLP Letterhead]

[FORM OF OPINION]

August 19, 2011

File No.: 235611

Tomkins, Inc.

Tomkins, LLC

1551 Wewatta Street

Denver, Colorado 80202

Dear Sirs/Mesdames:

Re: ACD Tridon Inc., Ruskin Company Canada Inc. and Tomkins Automotive Canada Limited – Guarantee and Indenture

We have acted as special Ontario counsel to ACD Tridon Inc. (“ACD”), Ruskin Company Canada Inc. (“Ruskin”) and Tomkins Automotive Canada Limited (“Tomkins” and collectively with ACD and Ruskin, the “Canadian Grantors”) in connection with an indenture dated as at September 29, 2010 (the “Indenture”) among Tomkins, LLC (formerly known as Pinafore, LLC) and Tomkins, Inc. (formerly known as Pinafore, Inc.) (collectively, the “Issuers”), Pinafore Holdings, B.V. (“Holdings”), Wilmington Trust FSB (“Wilmington”), as trustee and collateral agent (the “Collateral Agent”) and the other parties thereto, as supplemented by the first supplemental indenture dated as of November 18, 2010 (the “First Supplemental Indenture”) between the Canadian Grantors, the Issuers and the Collateral Agent pursuant to which, among other things, the Canadian Grantors each became a party to the Indenture and provided a guarantee of the Issuers’ obligations under the Issuers’ 9% Senior Secured Second Lien Notes due 2018 (the “Securities”) and, by the second supplemental indenture dated as of December 21, 2010, the third supplemental indenture dated as of December 23, 2010, the fourth supplemental indenture dated as of January 20, 2011, the fifth supplemental indenture dated as of February 23, 2011, the sixth supplemental indenture dated as of February 24, 2011 and the seventh supplemental indenture dated as of March 3, 2011 (collectively, the “Subsequent Supplemental Indentures”).

In such capacity, we have received a copy of the Indenture and the First Supplemental Indenture.

We do not regularly act as counsel to the Canadian Grantors, nor have we participated in the general maintenance of, nor conducted any review of, their corporate records and corporate proceedings. Therefore, in expressing certain of the opinions below, we have relied exclusively on a certificate of an authorized signatory of each of the Canadian Grantors certifying what purport to be true and accurate copies of each of the Canadian Grantors’ constating documents and by-laws, as well as a copy of the resolutions passed by the respective boards of directors in connection with the transactions referred to herein, as well as certificates of public officials and others and originals, copies or facsimiles of such other agreements, instruments, certificates and documents as we have deemed necessary or advisable as a basis for

Page 2

 

the opinions expressed below. In particular, as to certain matters of fact relevant to the opinions expressed below, we have relied on certificates of an authorized signatory of each of the Canadian Grantors (the “Officer’s Certificates”) dated the date hereof and dated November 18, 2010, without making any independent verification or inquiry.

For the purposes of our opinion expressed in paragraph 1 below as to the existence of Ruskin, we have relied solely on a certificate of compliance dated August 18, 2011, issued by the Director or a Deputy Director appointed under the Canada Business Corporations Act (“CBCA”) in respect of Ruskin, without any independent verification or inquiry. For the purposes of our opinion expressed in paragraph 2 below as to the existence of ACD and Tomkins, we have relied solely on certificates of status dated August 18, 2011, issued by the Ontario Ministry of Government Services in respect of each of ACD and Tomkins, without any independent verification or inquiry.

For the purposes of the opinions expressed below, we have assumed, without any independent verification or inquiry:

 

  (a) the genuineness of all signatures and the legal capacity of all individuals other than the Canadian Grantors (based solely on our review of the resolutions appended to each of the Officer’s Certificates), the authenticity of all original documents and the conformity to originals of all copies of documents reviewed by us, including copies received by facsimile and e-mail transmission;

 

  (b) that each of the Indenture, the First Supplemental Indenture and the Subsequent Supplemental Indentures, constitutes a legal, valid and binding obligation under the laws of the State of New York (“New York Law”) (in accordance with which it is expressed to be governed) of each party thereto, enforceable against each such party in accordance with its terms;

 

  (c) that there have been no erroneous statements of fact made in any certificates of public officials, and we have relied on the completeness and accuracy of the public records and the currency of the information contained therein as of the dates indicated therein, although such records are known on occasion to contain errors and to be otherwise incomplete;

 

  (d) that the Indenture has not been amended, modified, supplemented, terminated or waived in any respect or in any manner, whether in writing, orally or by conduct, by any of the parties thereto since September 29, 2010, except as set out in the First Supplemental Indenture and the Subsequent Supplemental Indentures; and

 

  (e) that the First Supplemental Indenture has not been amended, modified, supplemented, terminated or waived in any respect or in any manner, whether in writing, orally or by conduct, by any of the parties thereto since November 18, 2010, except as set out in the Subsequent Supplemental Indentures

The opinions expressed below are limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein in effect as of the date hereof (“Applicable Laws”) and we express no opinion as to any laws, or any matters governed by any laws, other than Applicable Laws.

Page 3

 

Based and relying on and subject to the foregoing, we are of the opinion that:

1. Ruskin (a) is a corporation duly incorporated and validly subsisting under the laws of Canada and has not been dissolved and (b) has the corporate power and capacity to enter into the First Supplemental Indenture and perform its obligations under the First Supplemental Indenture and the Indenture.

2. Each of ACD and Tomkins (a) is a corporation duly incorporated and validly subsisting under the laws of the province of Ontario and has not been dissolved and (b) has the corporate power and capacity to enter into the First Supplemental Indenture and perform its obligations under the First Supplemental Indenture and the Indenture.

3. The execution and delivery of the First Supplemental Indenture and performance by each of the Canadian Grantors of the First Supplemental Indenture and the Indenture has been authorized by all necessary corporate action on its part. The First Supplemental Indenture has been duly executed by each of the Canadian Grantors, and to the extent that Applicable Laws apply to such delivery, has been delivered by it.

4. No authorization, consent or approval of or filing with any governmental authority was required to be obtained by the Canadian Grantors under Applicable Laws in connection with the execution and delivery by the Canadian Grantors of the First Supplemental Indenture or is required with the performance at this time by each of the Canadian Grantors of its obligations thereunder or under the Indenture.

 

 

This opinion is for your benefit in connection with the Registration Statement on Form F-4 (the “Registration Statement”) and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Act”). This opinion also may be relied upon by Latham & Watkins LLP in connection with the issuance of its opinion letter in connection with the Registration Statement, and any amendments thereto, including any post-effective amendments to be filed by the Issuers with the Securities and Exchange Commission under the Act. We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission as an exhibit to the registration statement on Form F-4 for the Issuers and the guarantors (including the Canadian Grantors).

Yours very truly,

EX-5.13 8 dex513.htm EXHIBIT 5.13 Exhibit 5.13

Exhibit 5.13

 

 

   99 Bishopsgate   
   London EC2M 3XF   
   United Kingdom   
   Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460
   www.lw.com     
LOGO    FIRM / AFFILIATE OFFICES   
   Abu Dhabi   Moscow   
   Barcelona   Munich   
   Beijing   New Jersey   
   Boston   New York   
[FORM OF OPINION]                Brussels   Orange County   
   Chicago   Paris   
   Doha   Riyadh   
   Dubai   Rome   
   Frankfurt   San Diego   
   Hamburg   San Francisco   
   Hong Kong   Shanghai   
   Houston   Silicon Valley   

To: Tomkins, LLC

1551 Wewalta Street

Denver

CO 80202

   

London

Los Angeles

Madrid

Milan

  

Singapore

Tokyo

Washington, D.C.

   
       
       
       
Tomkins, Inc.        
1551 Wewalta Street        
Denver        
CO 80202        

 

19 August 2011

Dear Sirs

 

Re: Registration Statement on Form F-4 relating to the $1,150,000,000 9% Senior Secured Second Lien Notes due 2018 (the “New Notes”) of Pinafore, LLC and Pinafore, Inc. (the “Issuers”)

We have acted as English legal advisers to the Issuers and each of the companies listed in Schedule 3 (the “English Guarantors”) in connection with the filing of the registration statement on From F-4 originally filed on 24 June 2011 by the Issuers and its co-registrants listed therein with the Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “Securities Act”), as the same may be amended from time to time (the “Registration Statement”). The New Notes are to be issued pursuant to the terms of the indenture dated 29 September 2010, as supplemented by the First Supplemental Indenture dated as of 18 November 2010, the Second Supplemental Indenture dated as of 21 December 2010, the Third Supplemental Indenture dated as of 23 December 2010, the Fourth Supplemental Indenture dated as of 20 January 2011, the Fifth Supplemental Indenture dated as of 23 February 2011, the Sixth Supplemental Indenture dated as of 24 February 2011 and the Seventh Supplemental Indenture dated as of 3 March 2011, filed as exhibits to the Registration Statement and entered into between, among others, the Issuers, the English Guarantors and Wilmington Trust FSB as trustee (together, the “Indenture”). Upon the Registration Statement becoming effective pursuant to the Securities Act, the Issuer will offer to exchange up to $1,150,000,000 in aggregate principal amount of the New Notes and the related Guarantees for up to $1,150,000,000 in aggregate principal amount of the Issuer’s outstanding 9% Senior Secured Second Lien Notes due 2018 (the “Existing Notes”).

Latham & Watkins is the business name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners of Latham & Watkins (London) LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are either solicitors, registered foreign lawyers or European lawyers. We are affiliated with the firm Latham & Watkins LLP, a limited liability partnership organised under the laws of Delaware.

19 August 2011

Page 2

LOGO

 

 

1. INTRODUCTION

 

1.1 Purpose

This letter is being rendered to you pursuant to Form F-4 and Reg S-K Item 601(b)(5) of the Securities Act.

 

1.2 Defined terms and headings

In this letter:

 

  1.2.1 capitalised terms used without definition in this letter or the schedules hereto have the meanings assigned to them in the Indenture unless a contrary indication appears; and

 

  1.2.2 headings are for ease of reference only and shall not affect interpretation.

 

1.3 Legal review

For the purpose of issuing this letter we have reviewed only the following documents and conducted only the following enquiries and searches:

 

  1.3.1 searches at Companies House in respect of each of the English Guarantors on 19 August 2011 (the “Searches”);

 

  1.3.2 enquiries by telephone at the Central Index of Winding Up Petitions, London on 19 August 2011 with respect to each of the English Guarantors at the times set out below (the “Enquiries”):

ACD Tridon (Holdings) Limited at 10:42 a.m.

Air System Components Investments China Limited at 10:43 a.m.

Beta Naco Limited at 10:44 a.m.

British Industrial Valve Company Limited at 11:01 a.m.

Gates Auto Parts Holdings China Limited at 11:01 a.m.

Gates Engineering & Services UK Holdings Limited at 11:02 a.m.

Gates Fluid Power Technologies Investments Limited at 11:23 a.m.

Gates Holdings Limited at 11:24 a.m.

Gates PowerTrain UK Limited at 11:24 a.m.

H Heaton Limited at 11:28 a.m.

Olympus (Ormskirk) Limited at 11:29 a.m.

Ruskin Air Management Limited at 11:30 a.m.

Shiitake Limited at 11:32 a.m.

Swindon Silicon Systems Limited at 11:34 a.m.

Tomkins Acquisitions Limited at 10:35 a.m.

Tomkins Engineering Limited at 10:35 a.m.

Tomkins Finance Limited at 10:35 a.m.

Tomkins Finance Luxembourg Limited at 10:35 a.m.

Tomkins Funding Limited at 10:36 a.m.

Tomkins Ideal Clamps (Suzhou) Investments Limited at 10:36 a.m.

19 August 2011

Page 3

LOGO

 

Tomkins Investments China Limited at 10:36 a.m.

Tomkins Investments Limited at 10:37 a.m.

Tomkins Limited at 10:37 a.m.

Tomkins Overseas Company at 10:37 a.m.

Tomkins Overseas Investments Limited at 10:38 a.m.

Tomkins Pension Services Limited at 10:38 a.m.

Tomkins SC1 Limited at 10:38 a.m.

Tomkins Sterling Company at 10:15 a.m.

Tomkins Treasury (Canadian Dollar) Limited at 10:39 a.m.

Tomkins Treasury (Dollar) Company at 10:39 a.m.

Tomkins Treasury (Euro) Company at 10:39 a.m.

Trico Products (Dunstable) Limited at 11:35 a.m.

Willer & Riley Limited at 11:36 a.m.

 

  1.3.3 a certificate (and the annexures thereto) of a director of each of the English Guarantors dated 29 September 2010, except for the certificate of Gates PowerTrain UK Limited which is dated 24 February 2011 and the certificate of Tomkins Acquisitions Limited which is dated 30 September 2010 (the “Certificates”);

 

  1.3.4 an executed copy of the Indenture; and

 

  1.3.5 a draft of the Registration Statement.

 

1.4 Applicable law

This letter, the opinions given in, and any non-contractual obligations arising out of or in connection with this letter and/or the opinions given in it, are governed by, and to be construed in accordance with, English law and relate only to English law as applied by the English courts as at today’s date. In particular:

 

  1.4.1 we have not investigated the laws of any country other than England and we assume that no foreign law affects any of the opinions stated below; and

 

  1.4.2 we express no opinion in this letter on the laws of any jurisdiction other than England.

 

1.5 Assumptions and reservations

The opinions given in this letter are given on the basis of each of the assumptions set out in Schedule 1 (Assumptions) and are subject to each of the reservations set out in Schedule 2 (Reservations) to this letter. The opinions given in this letter are strictly limited to the matters stated in paragraph 2 (Opinions) below and do not extend, and should not be read as extending by implication or otherwise, to any other matters.

 

2. OPINIONS

Subject to paragraph 1 (Introduction) and the other matters set out in this letter, it is our opinion that, as at today’s date:

 

2.1 Corporate existence

Each of the English Guarantors were duly incorporated under the laws of England as a company with limited liability and:

19 August 2011

Page 4

LOGO

 

 

  2.1.1 the Searches revealed no order or resolution for the winding up of any of the English Guarantors and no notice of appointment in respect of any of the English Guarantors of a liquidator, receiver, administrative receiver or administrator; and

 

  2.1.2 the Enquiries indicated that no petition for the winding up of any of the English Guarantors had been presented.

 

2.2 Corporate Authority

The execution of the Indenture and the exercise by each of the English Guarantors of its rights and the performance of its obligations thereunder, including under the guarantees set out in the Indenture, have been duly authorised by all necessary corporate action on the part of each of the English Guarantors.

 

2.3 Capacity

Each of the English Guarantors has the requisite corporate capacity to enter into the Indenture, including the guarantees set out therein, and to perform its obligations thereunder.

 

2.4 No conflict

The entry into, delivery and performance of its obligations under the Indenture by each of the English Guarantors does not violate its memorandum and articles of association, or (ii) any existing laws of England and Wales applicable to companies generally.

 

2.5 Due Execution and Delivery

The English Guarantors have duly executed and delivered the Indenture.

 

3. EXTENT OF OPINIONS

We express no opinion as to any agreement, instrument or other document other than as specified in this letter or as to any liability to tax which may arise or be suffered as a result of or in connection with the Registration Statement.

This letter only applies to those facts and circumstances which exist as at today’s date and we assume no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances which may subsequently come to our attention, any changes in laws which may occur after today, or to inform the addressees of any change in circumstances happening after the date of this letter which would alter our opinions.

 

4. ADDRESSEES

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion also may be relied upon by Latham & Watkins LLP in connection with the issuance of its opinion letter in connection with the Registration Statement, and any amendments thereto, including any post-effective amendments to be filed by the Issuers with the SEC under the Securities Act. This letter may not be relied upon by you for any other purpose.

19 August 2011

Page 5

LOGO

 

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the use of our name in the prospectus contained under the caption “Legal matters”. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

 

Yours faithfully

SCHEDULE 1

Assumptions

The opinions in this letter have been made on the basis of the following assumptions:

 

1. Genuine, authentic and complete documents/searches

 

  (a) The genuineness of all signatures, stamps and seals on all documents, the authenticity and completeness of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies;

 

  (b) that all documents, forms and notices which should have been delivered to the Companies Registration Office on behalf of, or relating to, each of the English Guarantors have been so delivered and the files of records maintained at the Companies Registration Office concerning each of the English Guarantors, as reproduced for us by our search agents, were complete, accurate and up to date at the time of the Searches, and have not since the time of the Searches been altered;

 

  (c) that the contents of the Certificates are correct in all respects and the attachments to the Certificates are complete, accurate and up to date; and

 

  (d) that none of English Guarantors has passed any new resolutions affecting, terminating, revoking or superseding the resolutions contained in the Certificates as reviewed by us.

 

2. Parties

 

  (a) To the extent that the obligations of each of the English Guarantors under the Indenture may be dependent upon such matters, that with respect to any party (other than, to the extent expressly set out in the opinions in this letter in relation to the English Guarantors), such party:

 

  (i) is duly organised, validly existing and in good standing (where such concept is legally relevant) under the laws of its jurisdiction of incorporation;

 

6

  (ii) is in compliance, generally, with all applicable laws, rules and regulations to which it is subject, its constitutional documents and any judicial or administrative judgments, awards, injunctions or orders binding upon it or its property;

 

  (iii) has the requisite organisational and legal power and authority to perform its obligations under all relevant documents;

 

  (iv) is duly qualified to engage in the activities contemplated by all relevant documents and will not be in breach of any of its respective obligations under any document, contract, instrument or agreement as a result of its entry into and performance of its obligations under such documents;

 

  (v) is authorised under all applicable laws of its jurisdiction and domicile (where not England and Wales) to submit to the jurisdiction of the English courts and, where not incorporated or domiciled in England and Wales, has validly submitted to such jurisdiction; and

 

  (vi) has (or in the case of the Notes will have) validly authorised, executed and delivered all relevant documents;

 

  (b) that, where a document is required to be delivered, each party to it has (or in the case of the Notes will have) delivered the same without it being subject to any escrow or other similar arrangement; and

 

  (c) that, where any obligations entered into by the English Guarantor under the Indenture involve the giving of a guarantee or security in support of the obligations of a parent company, such obligations do not require the making of a provision (as contemplated by s.831(3) of the Companies Act 2006) which would result in any reduction in the English Guarantor’s net assets (or, to the extent they will result in a reduction, that reduction can be met out of the English Guarantor’s distributable reserves) or increase in the English Guarantor’s net liabilities.

 

3. Other documents or arrangements

 

  (a) That the Indenture remains accurate and complete and has not been amended, terminated or otherwise discharged as at the date of this letter;

 

  (b) the absence of fraud or mutual mistake of fact or law or any other arrangements, agreements, understandings or course of conduct or prior or subsequent dealings, amending, rescinding or modifying or suspending any of the terms of the Indenture or which would result in the inclusion of additional terms therein, and that the parties have acted in accordance with the terms of such agreements and documents; and

 

7

  (c) that the Indenture has been entered into in good faith and on bona fide commercial terms and on arms’ length terms and for the purpose of carrying on each of the English Guarantors’ business and that there are reasonable grounds for believing that the giving of the guarantees in the Indenture by each of the English Guarantor will promote such English Guarantor’s success for the benefit of the members as a whole.

 

4. Representations and warranties

That all statements of fact and representations and warranties contained in or made in connection with any of the documents examined by us were true and correct as at the date given and are true and correct at today’s date and no fact was omitted therefrom which would have made any of such facts, representations or warranties incorrect or misleading.

 

5. Foreign laws

That there are no provisions of the laws, and there is no public policy, of any jurisdiction outside England which would be contravened by the execution and delivery of, or the performance of the obligations under, the Indenture and that, insofar as any obligation under, or action to be taken under, the Indenture is required to be performed or taken in any jurisdiction outside England, the performance of such obligation or taking of such action will not be illegal or unenforceable by virtue of the laws, or contravene any public policy, of that jurisdiction.

 

6. Filings, approvals, consents etc.

That no consents, approvals, authorisations, orders, licences, registrations, filings or similar formalities are required from any governmental or regulatory authority in connection with the execution, delivery and performance of the Indenture by any of the parties thereto or if such consents, approvals, authorisations, orders, licences, registrations, filings or similar formalities are required, these have been made or will be made within the prescribed time limits.

 

7. Insolvency

That none of the parties to the Indenture has taken any corporate or other action nor have any steps been taken or legal proceedings been started against any such party for the liquidation, winding up, dissolution, reorganisation or bankruptcy of, or for the appointment of a liquidator, receiver, trustee, administrator, administrative receiver or similar officer of, any such party or all or any of its or their assets (or any analogous proceedings in any jurisdiction) and none of the parties to the Indenture is unable to pay its debts as they fall due, is insolvent or has been dissolved or declared bankrupt.

 

8

SCHEDULE 2

Reservations

The opinions in this letter are subject to the following reservations:

 

1. Limitations of Searches

The Searches and the Enquiries are not conclusively capable of revealing whether or not insolvency proceedings have been commenced. We have not made any enquiry of any County Court as to whether a petition for the appointment of an administrator has been presented to, or an administration order made by, such County Court against the English Guarantor.

 

2. Insolvency

The opinions set out in this letter are subject to:

 

  (a) any limitations arising from applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation or analogous circumstances; and

 

  (b) an English court exercising its discretion under section 426 of the Insolvency Act 1986 (co-operation between courts exercising jurisdiction in relation to insolvency) to assist the courts having the corresponding jurisdiction in any part of the United Kingdom or any relevant country or territory.

 

3. Monetary obligations payable other than in Sterling

Whilst, in the event of any proceedings being brought in an English court in respect of any monetary obligation expressed to be payable in a currency other than Sterling, an English court would have power to give judgment to pay such currency, it may decline to do so in its discretion and an English court might not enforce the benefit of a currency conversion or indemnity clause and, with respect to bankruptcy, insolvency, liquidation, moratorium, reorganisation, reconstruction or similar proceedings, English law may require that all claims or debts are converted into Sterling at an exchange rate determined by the court at a date related thereto, such as the date of commencement of a winding-up.

 

4. Matters of fact

We express no opinion as to matters of fact.

 

9

SCHEDULE 3

English Guarantors

ACD Tridon (Holdings) Limited (03113491)

Air System Components Investments China Limited (06555816)

Beta Naco Limited (02270689)

British Industrial Valve Company Limited (00431157)

Gates Auto Parts Holdings China Limited (06411482)

Gates Engineering & Services UK Holdings Limited (06907534)

Gates Fluid Power Technologies Investments Limited (06555836)

Gates Holdings Limited (04165143)

Gates PowerTrain UK Limited (07474199)

H Heaton Limited (00143011)

Olympus (Ormskirk) Limited (00559058)

Ruskin Air Management Limited (00738495)

Shiitake Limited (00367671)

Swindon Silicon Systems Limited (01378199)

Tomkins Acquisitions Limited (7323239)

Tomkins Engineering Limited (00134382)

Tomkins Finance Limited (04805031)

Tomkins Finance Luxembourg Limited (06625828)

Tomkins Funding Limited (00459191)

Tomkins Ideal Clamps (Suzhou) Investments Limited (05345092)

Tomkins Investments China Limited (05588989)

Tomkins Investments Limited (00313862)

Tomkins Limited (0203531)

Tomkins Overseas Company (04453155)

Tomkins Overseas Investments Limited (00286193)

Tomkins Pension Services Limited (00984887)

Tomkins SC1 Limited (00548989)

Tomkins Sterling Company (05638281)

Tomkins Treasury (Canadian Dollar) Limited (04758649)

Tomkins Treasury (Dollar) Company (04528457)

Tomkins Treasury (Euro) Company (04528476)

Trico Products (Dunstable) Limited (02866179)

Willer & Riley Limited (00245777)

 

10

EX-5.14 9 dex514.htm EXHIBIT 5.14 Exhibit 5.14

Exhibit 5.14

 

[Latham & Watkins LLP Letterhead]

 

[FORM OF OPINION]

    Maximilianhöfe Maximilianstrasse 11

80539 München

Tel: +49.89.2080.3.8000

Fax: +49.89.2080.3.8080

www.lw.com

   Abu Dhabi

Barcelona

Brüssel

Chicago

Doha

Dubai

Frankfurt

Hamburg

    München

New Jersey

New York

Orange County

Paris

Peking

Riad

Rom

To:

 

Tomkins, Inc.

Tomkins, LLC

1551 Wewatta Street

Denver, Colorado 80202

    Hongkong

Houston

London

Los Angeles

Madrid

Mailand

Moskau

    San Diego

San Francisco

Shanghai

Silicon Valley

Singapur

Tokio

Washington, D.C

August 19 2011

Re: Registration Statement on Form F-4 relating to USD 1,150,000,000 aggregate principal amount of 9% senior secured second lien notes due 2018

Ladies and Gentlemen,

 

1. DESCRIPTION OF TRANSACTION

We have acted as legal advisors to Tomkins, Inc. (formerly Pinafore, Inc.) and Tomkins, LLC (formerly Pinafore, LLC) and certain affiliated companies, in connection with (i) the issuance of USD 1,150,000,000 aggregate principal amount of 9% senior secured second lien notes due 2018 (the “Notes”) pursuant to an indenture (the “Indenture”) dated 29 September 2010 between, among others, Pinafore, LLC and Pinafore, Inc. as issuers, certain other parties as guarantors and Wilmington Trust FSB as trustee for the holders of the notes and collateral agent, (ii) the entering into certain guarantees of the Notes contained in the Indenture (the “Guarantees”) by the entities listed in Schedule 1 hereto (the “German Companies” and each a “German Company”) and (iii) the registration of the Guarantees pursuant to a registration statement on Form F-4 under the Securities Act of 1933 (the “Act”), as amended, filed with the Securities and Exchange Commission, as amended from time to time (the “Registration Statement”).

This opinion (the “Opinion”) is rendered to you in connection with the Registration Statement.

Terms defined in the Indenture have the same meanings when used in this Opinion, unless otherwise defined in this Opinion.

2. DOCUMENTS EXAMINED

 

2.1 For the purposes of this Opinion, we have examined:

 

  (a) an electronic copy of the executed Indenture;

 

  (b) an electronic copy of an executed first supplement agreement to the Indenture dated 18 November 2010;

 

  (c) an electronic copy of an executed second supplement agreement to the Indenture dated 21 December 2010;

 

  (d) an electronic copy of an executed third supplement agreement to the Indenture dated 23 December 2010;

 

  (e) an electronic copy of an executed fourth supplement agreement to the Indenture dated 20 January 2011;

 

  (f) an electronic copy of an executed fifth supplement agreement to the Indenture dated 23 February 2011;

 

  (g) an electronic copy of an executed sixth supplement agreement to the Indenture dated 24 February 2011;

 

  (h) an electronic copy of an executed seventh supplement agreement to the Indenture dated 3 March 2011;

 

  (i) in relation to Eifeler Maschinenbau GmbH:

 

  (i) an electronic copy of the excerpt of the commercial register (Handelsregister) at the local court (Amtsgericht) of Bonn, dated 17 August 2011;

 

  (ii) an electronic copy of the articles of association (Gesellschaftsvertrag) of Eifeler Maschinenbau GmbH, certified on 20 September 2010;

 

  (iii) an electronic copy of a certified copy of a shareholder’s list, dated 22 November 2010, certified on 30 November 2010;

 

  (iv) an electronic copy of a shareholder’s resolution signed by Gates Holding GmbH as shareholder of Eifeler Maschinenbau GmbH, dated 10 December 2010;

 

  (j) in relation to Gates Holding GmbH:

 

  (i) an electronic copy of the excerpt of the commercial register (Handelsregister) at the local court (Amtsgericht) of Bonn, dated 17 August 2011;

 

2/8

  (ii) an electronic copy of the articles of association (Gesellschaftsvertrag) of Gates Holding GmbH, dated 1 December 2010, certified on 3 December 2010;

 

  (iii) an electronic copy of a shareholder’s list, dated 19 November 2010, certified on 30 November 2010;

 

  (iv) an electronic copy of a shareholder’s resolution signed by Gates Holdings Limited as shareholder of Gates Holding GmbH, dated 6 December 2010;

 

  (k) in relation to Gates Mectrol GmbH:

 

  (i) an electronic copy of the excerpt of the commercial register (Handelsregister) at the local court (Amtsgericht) of Darmstadt, dated 17 August 2011;

 

  (ii) an electronic copy of a certified copy of the articles of association (Satzung) of Gates Mectrol GmbH, dated 19 November 2010, certified on 13 December 2010;

 

  (iii) an electronic copy of a certified copy of a shareholder’s list, dated 19 November 2010, certified on 27 December 2010;

 

  (iv) an electronic copy of a shareholder’s resolution signed by Tomkins Overseas Investments Limited as shareholder of Gates Mectrol GmbH, dated 6 December 2010;

 

  (l) in relation to Trion (Deutschland) GmbH:

 

  (i) an electronic copy of the excerpt of the commercial register (Handelsregister) at the local court (Amtsgericht) of Hamburg, dated 17 August 2011;

 

  (ii) an electronic copy of a certified copy of the articles of association (Gesellschaftsvertrag) of Trion (Deutschland) GmbH, dated 2 December 2010, certified on 14 December 2010;

 

  (iii) an electronic copy of a certified copy of a shareholder’s list, dated 1 December 2010, certified on 14 December 2010;

 

  (iv) an electronic copy of a shareholder’s resolution signed by Tomkins Finance Ltd. as shareholder of Trion (Deutschland) GmbH, dated 7 December 2010;

 

  (m) in relation to Tridon Clamp Products GmbH

 

  (i) an electronic copy of the excerpt of the commercial register (Handelsregister) at the local court (Amtsgericht) of Bonn, dated 17 August 2011;

 

3/8

  (ii) an electronic copy of a certified copy of the articles of association (Satzung) of Tridon Clamp Products GmbH, certified on 6 May 2009;

 

  (iii) an electronic copy of a shareholder’s list, dated 30 November 2010, certified on 8 December 2010;

 

  (iv) an electronic copy of a shareholder’s resolution signed by Tomkins Finance Ltd. as shareholder of Tridon Clamp Products GmbH, dated 7 December 2010;

 

  (v) an electronic copy of a shareholder’s resolution appointing Michael H. Reese as managing director signed by Tomkins Finance Ltd. (formerly Tomkins Finance, plc.) as shareholder of Tridon Clamp Products GmbH, dated 7 April 2010, certified on 10 June 2010; and

 

  (n) an electronic copy of the executed power of attorney:

 

  (i) of Eifeler Maschinenbau GmbH dated 10 December 2010 relating to, inter alia, the execution of the joinder/supplement agreement in relation to the Indenture;

 

  (ii) of Gates Holding GmbH dated 10 December 2010 relating to, inter alia, the execution of the joinder/supplement agreement in relation to the Indenture;

 

  (iii) of Gates Mectrol GmbH dated 7 December 2010 relating to, inter alia, the execution of the joinder/supplement agreement in relation to the Indenture;

 

  (iv) of in Trion (Deutschland) GmbH dated 13 December 2010 relating to, inter alia, the execution of the joinder/supplement agreement in relation to the Indenture;

 

  (v) of Tridon Clamp Products GmbH dated 3 December 2010 relating to, inter alia, the execution of the joinder/supplement agreement in relation to the Indenture;

(all powers of attorney listed under paragraphs 2.1(n) through (v) together, the “Powers of Attorney”).

 

2.2 The documents listed under paragraphs 2.1(a) through (h) above are hereinafter collectively referred to as the “Notes Documents”.

 

2.3 Except as stated above, we have not examined any agreements, deeds, instruments or other documents entered into by or affecting any of the German Companies or any corporate records of any other person and we have not made any other enquiries concerning any other person. We have not investigated whether any of the German Companies or any other party is or will be by reason of the transactions and matters contemplated by the Notes Documents in breach of any of its obligations under any agreement, document, deed or instrument.

 

4/8

3. OPINION LIMITED TO GERMAN LAW

We have not investigated the laws of any country other than the Federal Republic of Germany and we assume that no foreign law affects any of the conclusions stated below. This opinion letter speaks only as of the date hereof and is given only with respect to the laws of the Federal Republic of Germany as in effect on the date hereof and we express no opinion as to matters of fact.

 

4. ASSUMPTIONS

In giving this Opinion, we have assumed:

 

4.1 the genuineness of all signatures;

 

4.2 the authenticity and completeness of all documents submitted to us as originals;

 

4.3 the conformity to original documents of all documents submitted to us as copies (including, without limitation, faxed copies) and the authenticity and completeness of such original documents;

 

4.4 that, where we have examined a document in draft form, it has been executed in the form submitted to us as draft;

 

4.5 that the Notes Documents are legally valid, binding and enforceable against all parties thereto under all relevant laws and that each Notes Document has been duly authorized and executed by all parties thereto (other than the German Companies);

 

4.6 each individual executing any Notes Document or a power of attorney on behalf of any German Company had unlimited legal capacity “unbeschränkte Geschäftsfähigkeit” at the time of execution and has issued a statement of intent “Willenserklärung” which is not subject to rescission “nicht anfechtbar”;

 

4.7 that the shareholders of the German Companies and their shareholding as of the date of signing of each relevant document and as of the date of this Opinion are as set out in the shareholders lists;

 

4.8 the Powers of Attorney have not been amended or rescinded and are in full force and effect;

 

4.9 the Powers of Attorney are legally binding and effective under all relevant laws other than German law;

 

4.10 the copies of the resolutions of the shareholders of each German Company provided to us in connection with the giving of this Opinion accurately record resolutions which were duly passed at a properly convened meeting of the shareholders of each German Company and at that a quorum of such shareholders present throughout the meeting voted in favour of approving the resolutions;

 

4.11 the German Companies have their centre of main interests (as such term is described in Article 3 (1) of Council Regulation (EC) No. 1346/2000 of 29 May 2000 on Insolvency Proceedings) in Germany;

 

5/8

4.12 none of the German Companies has passed a voluntary winding-up resolution and no petition or application has been presented to or order made by a court for the winding-up or dissolution of any of the German Companies or the appointment of a liquidator of any of the German Companies and no liquidator has been appointed in respect of any of the German Companies;

 

4.13 no application for the commencement of an insolvency procedure “Insolvenzantrag” in relation to any of the German Companies has been made;

 

4.14 that as of the date of this Opinion none of the German Companies is or will be deemed unable to pay any of its debts when they fall due (Zahlungsunfähigkeit) or is overindebted (überschuldet);

 

4.15 no party to the Notes Documents is aware of any circumstance which would indicate that or give reason to enquire further whether or not any party to the Notes Documents is or would be, close to a situation of being presumably unable to pay its debts as they fall due or overindebted in any jurisdiction;

 

4.16 no party enters into any Notes Document or any transaction contemplated thereby with bad faith or with the intention to prejudice, defraud or damage any creditor of any of the German Companies or any other party to the Notes Documents;

 

4.17 that the commercial register excerpts and the articles of association (as provided to us by or on behalf of the German Companies) are accurate and complete as of their respective dates and that no changes to the facts stated therein have occurred between their respective dates and the date of this Opinion;

 

4.18 that all powers of attorney and declarations of ratifications granted by any of the parties to the Notes Documents to the individuals executing the Notes Documents, and the Notes Documents, have not been revoked, rescinded, repealed, terminated (in each case whether in whole or in part), amended or supplemented.

 

5. OPINION

Based upon the foregoing and subject to any matters not disclosed to us, and subject to the qualifications set out below, we are of the opinion that:

 

5.1 Each of the German Companies is a limited liability company (Gesellschaft mit beschränkter Haftung), validly existing under the laws of the Federal Republic of Germany.

 

5.2 Each of the German Companies has the power and authority under its articles of association to enter into the Notes Documents to which it is a party and to perform its obligations thereunder, and has duly taken all necessary corporate action required under its articles of association to authorize the execution of each of the Notes Documents to which it is a party on its behalf and the performance of its obligations thereunder.

 

5.3 Each of the German Companies has been duly represented in the execution of the Notes Documents to which it is a party.

 

6/8

6. QUALIFICATIONS

This Opinion is subject to the following qualification:

The ability of the German Companies to enter into and perform their obligations under the Notes Documents may be limited by insolvency, liquidation, reorganization or any other laws of general application relating to or affecting the rights of creditors (including the attachment of claims by third party creditors) as such law may be applied in the event of an insolvency, liquidation, reorganization or other similar proceedings with respect to such party.

 

7. BENEFIT

This Opinion is rendered only to you for your own behalf in connection with the Registration Statement and may only be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing of this Opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Matters” in the prospectus contained therein. This Opinion may not be relied upon by you and those mentioned above for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or corporation for any purpose, without our prior written consent, which may be granted or withheld in our sole discretion.

 

Yours faithfully,
LATHAM & WATKINS LLP

 

7/8

SCHEDULE 1

German Companies

 

1. Eifeler Maschinenbau GmbH, registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Bonn under HRB 10971;

 

2. Gates Holding GmbH, registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Bonn under HRB 14605;

 

3. Gates Mectrol GmbH, registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Darmstadt under HRB 9342;

 

4. Trion (Deutschland) GmbH, registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Hamburg under HRB 109246;

 

5. Tridon Clamp Products GmbH, registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Bonn under HRB 17137

 

8/8

EX-5.15 10 dex515.htm EXHIBIT 5.15 Exhibit 5.15

Exhibit 5.15

 

Tomkins, Inc.

Tomkins, LLC

155 Wewatta Street

Denver, Colorado 80202

 

[FORM OF OPINION]

       

AMSTERDAM

Strawinskylaan 10

1077 XZ Amsterdam

   T   +   31 20 485 7000
   Direct T   +   31 20 485 7620
   F   +   31 20 485 7001
   Direct F   +   31 20 517 7620
   E     thijs.flokstra@ freshfields.com
   W     freshfields.com
  

 

DOC ID

    

 

AMS2031828

   OUR REF     TPF/FVH
   DATED 19 AUGUST 2011

Dear Sirs,

REGISTRATION STATEMENT ON FORM F-4

INTRODUCTION

1. We have acted as special counsel to Pinafore Holdings B.V. (the Company) and Montisk Investments Netherlands C.V. (the Limited Partnership), in connection with the issuance of $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (the Notes) by Tomkins, Inc. (formerly Pinafore, Inc.) and Tomkins, LLC (formerly, Pinafore, LLC) and the guarantees of the Notes (the Guarantees) by the Company and the Limited Partnership under an indenture dated as of 29 September 2010, as supplemented by the first supplemental indenture dated as of 18 November 2010, the second supplemental indenture dated as of 21 December 2010, the third supplemental indenture dated as of 23 December 2010, the fourth supplemental indenture dated as of 20 January 2011, the fifth supplemental indenture dated as of 23 February 2011, the sixth supplemental indenture dated as of 24 February 2011 and the seventh supplemental indenture dated as of 3 March 2011 (collectively, the Opinion Document) entered into among the Tomkins, Inc. and Tomkins, LLC, the Guarantors named therein, and Wilmington Trust FSB, as trustee and collateral agent, and pursuant to a registration statement on Form F-4 under the Securities Act of 1933, as amended (the Act), filed with the Securities and Exchange Commission on 24 June 2011 (the Registration Statement).

Freshfields Bruckhaus Deringer LLP is a limited liability partnership registered in England and Wales with registered number OC334789. It is regulated by the Solicitors Regulation Authority. Dutch Chambers of Commerce registration number 34368197. For regulatory information please refer to www.freshfields.com/support/legalnotice.

A list of the members (and of the non-members who are designated as partners) of Freshfields Bruckhaus Deringer LLP and their qualifications is available for inspection at its registered office, 65 Fleet Street, London EC4Y 1HS or at the above address. Any reference to a partner means a member, or a consultant or employee with equivalent standing and qualifications, of Freshfields Bruckhaus Deringer LLP or any of its affiliated firms or entities. Freshfields Bruckhaus Deringer LLP’s Amsterdam office includes attorneys, civil law notaries, tax advisers and solicitors.

Bank account:

Stg Beh Derdengld Freshfields Bruckhaus Deringer LLP, ABN Amro Bank NV, IBAN: NL08FTSB0256049947, BIC: FTSBNL2R

Abu Dhabi Amsterdam Bahrain Barcelona Beijing Berlin Brussels Cologne Dubai Düsseldorf Frankfurt am Main Hamburg Hanoi Ho Chi Minh City Hong Kong London Madrid Milan Moscow Munich New York Paris Rome Shanghai Tokyo Vienna Washington

2. In rendering the opinions set out below we have examined the documents listed in the schedule hereto (the Schedule).

3. Words and expressions defined in the Schedule shall, unless the context otherwise requires, bear the same respective meaning when used in this opinion.

LIMITATIONS

4. This opinion is subject to the following limitations:

 

(a) This opinion is confined to the laws with general applicability (wettelijke regels met algemene gelding) of the Netherlands and, insofar as they are directly applicable in the Netherlands, the European Union, all as they stand as at the date hereof and as such laws are currently interpreted in published authoritative case law of the courts of the Netherlands (Netherlands law); accordingly, we express no opinion with regard to any other system of law (including the law of jurisdictions other than the Netherlands in which our firm has an office), even in cases where, in accordance with Netherlands law, any foreign law should be applied; furthermore, we do not express any opinion on public international law or on the rules of or promulgated under any treaty or by any treaty organisation (except as otherwise stated above).

 

(b) We express no opinion on any taxation laws of any jurisdiction (including the Netherlands).

 

(c) We express no opinion on any anti-trust, competition, data protection or insider trading laws of any jurisdiction (including the Netherlands).

 

(d) We express no opinion that the future or continued performance of a party’s obligations or the consummation of the transactions contemplated by the Opinion Document will not contravene Netherlands law, its application or interpretation if altered in the future.

 

(e) We express no opinion as to the correctness of any representation given by any of the parties (express or implied) under or by virtue of the Documents, save if and insofar as the matters represented are the subject matter of a specific opinion herein.

 

(f) In rendering this opinion we have exclusively examined the documents listed in the Schedule and we have conducted such investigations of Netherlands law as we have deemed necessary or advisable for the purpose of giving this opinion letter; as to matters of fact we have relied on the documents listed in the Schedule and any other document we have deemed relevant, and on statements or certificates of public officials.

 

2/9

(g) We have not been responsible for investigating or verifying the accuracy of the facts (or statements of foreign law) or the reasonableness of any statements of opinion or intention contained in any documents, or for verifying that no material facts or provisions have been omitted therefrom; nor have we verified the accuracy of any assumption made in this opinion letter.

 

(h) Netherlands legal concepts are expressed in English terms and not in their original Dutch terms; the concepts concerned may not be identical to the concepts described by the same English terms as they exist in the laws of other jurisdictions.

 

(i) This opinion may only be relied upon on the express condition that any issues of the interpretation or liability arising hereunder will be governed by Netherlands law and be brought before a court in the Netherlands.

 

(j) This opinion speaks as of the date hereof; no obligation is assumed to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge and occurring after the date hereof, which may affect this opinion in any respect.

 

(k) The opinions expressed in this opinion letter have no bearing on declarations made, opinions expressed or statements of a similar nature made by any of the parties in the Opinion Document.

 

(l) All references in this opinion letter to the Netherlands and Netherlands law are to the European part of the Netherlands and its law, respectively, only.

ASSUMPTIONS

5. In rendering this opinion we have assumed that:

 

(a) all documents reviewed by us and submitted to us as originals are true, complete and authentic; all documents reviewed by us and submitted to us as facsimile or photocopy are in conformity with the originals and such originals are true, complete and authentic; and the signatures on all such documents are genuine;

 

(b) at the time when any Corporate Document was signed, each person who is a party to or signatory of that Corporate Document, as applicable (i) had been validly incorporated, was validly existing and, to the extent relevant in such party’s jurisdiction, in good standing under the laws applicable to such party, (ii) had all requisite power, authority and legal capacity to sign that Corporate Document and to perform all juridical acts (rechtshandelingen) and other actions contemplated thereby and (iii) has validly signed that Corporate Document;

 

3/9

(c) the Limited Partnership Agreement has not been amended, supplemented, restated, dissolved, rescinded or terminated and the Limited Partnership Agreement is in full force and effect;

 

(d) the Articles of Association have not been amended;

 

(e) (i) neither the Company, its General Partner nor its Limited Partners jointly have been declared bankrupt (failliet verklaard) nor any other similar proceeding under any applicable law (ii) neither the Company, its General Partner nor its Limited Partners has been granted a suspension of payments (surseance van betaling) nor any other similar proceeding under any applicable law (iii) neither the Limited Partnership, its General Partner, nor the Company has become subject to any of the other insolvency proceedings (together with the proceedings in paragraph (5)(e)(i) and (5)(e)(ii) referred to as the Insolvency Proceedings) referred to in Article 1(1) of Council Regulation (EC) no. 1346/2000 of 29 May 2000 on Insolvency Procedures (the Insolvency Regulation) nor any other similar proceeding under any applicable law, (iv) neither the Limited Partnership, its General Partner, nor the Company has been dissolved, (v) the Company has not ceased to exist pursuant to a legal merger or demerger (juridische fusie of splitsing) nor pursuant to any other similar proceeding under any applicable law, and (vi) no order for the administration (bewind) of the assets of the Limited Partnership, its General Partner, or the Company has been made or any other similar proceeding under any applicable law; these assumptions in respect of the Company and the Limited Partnership are supported by our enquiries today with the Commercial Register, the online Insolvency register, the court in Amsterdam and the court in The Hague which have not revealed any information that any such event has occurred with respect to the Company nor to the Limited Partnership; however, such enquiries are not conclusive evidence that no such events have occurred;

 

(f) the information set forth in the Extracts is accurate and complete on the date hereof;

 

(g) the Resolutions have not been revoked (ingetrokken) or amended and have not been and will not be declared null and void by a competent court and the powers of attorney granted in the Resolutions have not been, and will not be, amended, revoked (ingetrokken), terminated or declared null and void by a competent court and the statements and confirmations set out in the Resolutions are true and correct;

 

(h) the Limited Partnership regularly and openly conducts business activities in a certain capacity to generate a profit for itself;

 

4/9

(i) the entering into the Opinion Document and the transactions contemplated thereby are in the corporate interest (vennootschappelijk belang) of the Company and ancillary to the purpose or objectives of the Limited Partnership;

 

(j) none of the Opinion Document has since the date of its execution been amended, rescinded or terminated by any of the parties thereto;

 

(k) each of the parties to any of the Opinion Document (other than the Company and the Limited Partnership) (i) has been validly incorporated, is validly existing and, to the extent relevant in such party’s jurisdiction, in good standing under the laws applicable to such party, (ii) has the power, capacity and authority to enter into, execute and deliver the Opinion Document to which it is a party and to exercise its rights and perform its obligations thereunder, and (iii) has duly authorised and validly executed and, to the extent relevant, delivered all Opinion Document to which it is a party;

 

(l) the Opinion Document constitutes the legal, valid, binding and enforceable obligations of each party thereto (other than the Company and the Limited Partnership) enforceable against such party in accordance with its terms;

 

(m) neither the Limited Partnership, its General Partner nor the Company is required to be licensed pursuant to the Netherlands Financial Supervision Act (Wet op het financieel recht); and

 

(n) the terms of the Opinion Documents are bona fide arm’s length commercial terms and the Opinion Documents are entered into for bona fide commercial reasons.

OPINION

6. On the basis of, and subject to, the foregoing and the matters set out in paragraphs 5 and 7 and any factual matters, documents or events not disclosed to us, we are of the opinion that as at the date hereof:

Due incorporation

 

(a) The Company has been validly incorporated and is existing as a private limited liability company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under Netherlands law.

 

(b) The Limited Partnership has been validly formed as a limited partnership (commanditaire vennootschap) under Netherlands law.

Corporate power

 

5/9

(c) Each of the Company and the Limited Partnership has the necessary corporate power to enter into the Opinion Document and to perform its obligations thereunder.

Corporate authority

 

(d) The execution by each of the Company and the Limited Partnership of the Opinion Document and the performance by each of the Company and the Limited Partnership of their obligations thereunder have been authorised by all corporate action required to be taken by each of the Company and the Limited Partnership under Netherlands corporate law, the Articles of Association or, as the case may be, the Limited Partnership Agreement.

Due execution

 

(e) Assuming that the signature appearing on the Opinion Document on behalf of the Company is the signature of Donald West the Opinion Document has been validly executed on behalf of the Company in accordance with Netherlands law.

 

(f) Assuming that the signature appearing on the Opinion Document on behalf of the Limited Partnership is the signature of the authorised representative of the General Partner, the Opinion Document have been validly executed on behalf of the Limited Partnership in accordance with Netherlands law.

QUALIFICATIONS

7. Our opinion is subject to the following qualifications:

 

(a) a commanditaire vennootschap under the laws of the Netherlands is not a legal person (rechtspersoon) and references in this opinion letter to the Limited Partnership are to the collectivity of its partners and references in this opinion letter to the execution, delivery or performance of obligations under the Limited Partnership Guarantee by the Limited Partnership are to the execution, delivery or performance of obligations by its General Partner in its capacity as the general partner of the Limited Partnership;

 

(b)

under Netherlands rules of conflicts of law a corporation (corporatie), which expression in this context includes a limited partnership or commanditaire vennootschap (such as the Limited Partnership), is governed by Netherlands law, if the agreement by which the limited partnership was established provides that its official seat (zetel) is in the Netherlands. The Limited Partnership Agreement provides that the seat of the Limited Partnership is in the Netherlands. However, since Netherlands law on partnerships does not require a partnership to maintain a seat or specify a seat in the agreement by which it is formed, there is room for the

 

6/9

  argument that the seat specified in the Limited Partnership Agreement is not an official seat (zetel) and is not sufficient to cause the Limited Partnership to be governed by Netherlands law. This argument should not prevail, provided that at the time when the Limited Partnership was formed the centre of their external activities (centrum van optreden naar buiten) was situated in the Netherlands;

 

(c) our opinion is subject to and limited by the provisions of any applicable bankruptcy, insolvency, moratorium, suspension of payments, emergency and other similar rules and laws of general application relating to or affecting generally the enforcement of creditors’ rights and remedies from time to time in effect; no opinion is given or implied herein that if Insolvency Proceedings would be opened with respect to the Company and the Limited Partnership, such Insolvency Proceedings would be opened in the Netherlands or be governed by Netherlands law; no opinion is given or implied herein on the effects of any foreign laws that may apply in such Insolvency Proceedings pursuant to the Insolvency Regulation or otherwise;

 

(d) a power of attorney (volmacht) or mandate (lastgeving) (i) can under Netherlands law only be made irrevocable to the extent its object is the performance of juridical acts (rechtshandelingen) in the interest of the representative appointed thereby or of a third party (and subject to the power of the court to amend or disapply the provisions by which it is made irrevocable for serious reasons (gewichtige redenen) and (ii) will terminate or become ineffective upon Insolvency Proceedings being opened under Netherlands law with respect to the issuer thereof (irrespective of the law applicable to the power of attorney).

BENEFIT OF OPINION

8. We hereby consent to the filing of this opinion letter with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name in the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required within Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion letter is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent.

Yours faithfully,

Freshfields Bruckhaus Deringer LLP

 

7/9

THE SCHEDULE

 

(a) an electronic copy of an extract from the Commercial Register of the Amsterdam Chamber of Commerce (the Commercial Register) dated 19 August 2011 relating to the Company and confirmed upon our request by the Commercial Register by telephone to be correct as at the date hereof (the Company Extract);

 

(b) a scanned copy of the deed of incorporation of the Company dated 1 September 2010;

 

(c) a scanned copy of the articles of association of the Company dated 23 September 2010 which, according to the Extract, are the Company’s articles of association currently in force and effect (the Articles of Association);

 

(d) an electronic copy of an extract from the Commercial Register dated 19 August 2011 relating to the Limited Partnership and confirmed upon our request by the Commercial Register by telephone to be correct as at the date hereof (the Limited Partnership Extract);

 

(e) an electronic copy of the limited partnership agreement (overeenkomst van commanditaire vennootschap) dated 4 August 2008 between Tomkins Investments Company S.àr.l. as general partner (the General Partner) and Tomkins American Investments S.àr.l. (Tomkins American) and Tomkins Luxembourg S.àr.l. (Tomkins Luxembourg and jointly with Tomkins Americain referred to as the Limited Partners) relating to the formation of the Limited Partnership (the Partnership Agreement);

 

(f) scanned copies of the executed:

 

  (i) minutes of the meeting of the management board of the Company held in Amsterdam, the Netherlands on 16 September 2010;

 

  (ii) written resolution of the general meeting of shareholders of the Company dated 20 September 2010;

 

  (iii) the minutes of the meeting of the management board of the Limited Partnership held in Amsterdam, the Netherlands on 28 September 2010; and

 

  (iv) the minutes of the meeting of the members of the Limited Partnership, held in Amsterdam on 28 September 2010.

 

8/9

(g) an executed copy of:

 

  (i) the Opinion Document.

The documents referred to above in items (a) to (g) (inclusive) are herein referred to as the Documents; the documents referred to above in items (a) and (d) are herein referred to as the Extracts; the documents referred to above in items (b) to (f) (inclusive) are herein referred to as the Corporate Documents; and the documents referred to above in item (f) are herein referred to as the Resolutions.

 

9/9

EX-5.19 11 dex519.htm EXHIBIT 5.19 Exhibit 5.19

Exhibit 5.19

[Arthur Cox Letterhead]

19 August 2011

[FORM OF OPINION]

Private and Confidential

 

To: Tomkins, Inc.

1551 Wewatta Street

Denver

CO 20202

Tomkins, LLC

1551 Wewatta Street

Denver

CO 20202

 

Re: Registration Statement in respect of the Notes

Dear Sirs,

We act as special counsel to Tomkins, Inc. (formerly Pinafore, Inc.) and Tomkins, LLC (formerly, Tomkins, LLC) (together, the “Issuers”) and Schrader Electronics Limited, a company incorporated in Northern Ireland with registration number NI 025720 (the “Company”), in connection with a registration statement on Form F-4 under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission (the “Commission”) on 24 June, 2011 (the “Registration Statement”) relating to $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (the “Notes”) issued by the Issuers and the guarantees of the Notes (the “Guarantees”) by the Company under an Indenture dated as of September 29, 2010, as supplemented by the First Supplemental Indenture dated as of November 18, 2010, the Second Supplemental Indenture dated as of December 21, 2010, the Third Supplemental Indenture dated as of December 23, 2010, the Fourth Supplemental Indenture dated as of January 20, 2011, the Fifth Supplemental Indenture dated as of February 23, 2011, the Sixth Supplemental Indenture dated as of February 24, 2011 and the Seventh Supplemental Indenture dated as of March 3, 2011 (collectively, the “Indenture”) entered into among the Issuers, the Guarantors named therein (including the Company), and Wilmington Trust FSB, as trustee (the “Trustee”) and collateral agent.

We are giving this opinion for the sole purpose of filing of the Registration Statement. We give this opinion on the basis and subject to the comments, assumptions and qualifications set out below.

 

1. Basis of Opinion

 

  1A

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Act”). This opinion also may be relied upon by Latham & Watkins LLP in connection with the issuance of its opinion letter in connection with the Registration Statement, and any amendments thereto, including any post-effective amendments to be filed by the Issuers with the Commission under the Act. A copy of this opinion may be provided to the Commission as an exhibit to the Registration Statement.

 

Page : 1

  1B This opinion is confined to and given in all respects with respect to Northern Irish law in force as at the date hereof as currently applied by the Northern Irish courts (excluding any foreign law to which reference may be made under the rules of the private international law of the United Kingdom). In particular, we express no opinion on the laws of New York or on European Community law as it affects any jurisdiction other than Northern Ireland or any matter of fact. We express no opinion as to the effect of events occurring, circumstances arising or changes of law becoming effective or occurring, after today’s date on the matters addressed in this opinion letter, and we assume no responsibility to inform you of additional or changed facts, or changes in law, of which we may become aware.

 

  1C This opinion is also strictly confined to the matters stated herein and is not to be read as extending, by implication or otherwise, to any other matter.

 

  1D For the purpose of giving this opinion, we have examined the following executed documents (the “Documents”) which term shall mean all or any such documents as appropriate:

 

  (i) an emailed copy of the Indenture, whereby the Company became a party to the Indenture as a New Guarantor;

 

  (ii) an emailed copy of the Registration Statement;

 

  (iii) an emailed copy of a power of attorney dated 15 November 2010 appointing the persons named therein (each an “Attorney”) to act individually as the Company’s attorneys (the “Power of Attorney”);

 

  (iv) copies of the certificate of incorporation, certificate of incorporation on change of name (if any) and the memorandum and articles of association of the Company;

 

  (v) an emailed copy of an officer’s certificate dated 18 November 2010 (the “Officer’s Certificate”) of the Company containing confirmations of various matters relating to the Company and, inter alia:

 

  (a) an emailed copy of a written shareholder resolution dated 17 November 2010 of the Company approving the terms of, the transactions contemplated by and the entry into the Indenture and amending the Company’s Articles of Association; and

 

Page : 2

  (b) an emailed copy of a written resolution of all the directors of the Company dated 15 November 2010, inter alia, approving the terms of, and the transactions contemplated by the Indenture,

and we would stress that for the purpose of issuing this opinion we have placed particular reliance upon the statements and representations and warranties as to factual matters contained in or made pursuant to each of the above mentioned Documents but we express no opinion as to whether any such statements or representations and warranties are true or accurate.

 

  1E For the purpose of giving this opinion, we have inspected the following search reports:

 

  (i) on 19 August 2011 on the file of the Company maintained by the Registrar of Companies in Belfast for mortgages, debentures or similar charges or notices thereof and for the appointment of any receiver, administrator or liquidator;

 

  (ii) on 19 August 2011 in the Chancery Office of the High Court in Belfast, Northern Ireland for any proceedings or petitions filed in the last two years against the Company;

 

  (iii) on 19 August 2011 in the Enforcement of Judgments Office in Belfast, Northern Ireland for unsatisfied judgments, orders, decrees and the like in relation to the Company.

 

2. Assumptions

For the purpose of giving this opinion we have made the following assumptions (without any responsibility on our part if any assumption proves to be untrue or incorrect) which we have taken no steps to verify independently.

 

  (i) All Documents submitted to us as originals are authentic, accurate and complete as at the date hereof.

 

Page : 3

  (ii) All Documents supplied to us as photocopies, facsimile transmitted copies, email transmitted copies or other copies conform to the originals and such originals are authentic, accurate and complete as at the date hereof and the original (if applicable) was executed in the manner appearing on the copy and also the Documents are in identical form to the final drafts submitted to, or by, us.

 

  (iii) The genuineness, completeness and authenticity of all signatures and seals on all original and copy documents which we have examined and the Documents have been delivered by the relevant parties and are not subject to any escrow or other similar arrangement.

 

  (iv) The Documents contain all relevant information which is material for the purposes of our opinion and there is no other agreement, undertaking, representation or warranty (oral or written) and no other arrangement (whether legally binding or not) made by or between all or any of the parties or any other matter which renders such information inaccurate, incomplete or misleading or which affects the conclusions stated in this opinion letter.

 

  (v) The truth, completeness and accuracy of all statements as to factual matters contained in the Documents at the time they were made and all times thereafter.

 

  (vi) That the copies produced to us of extracts of minutes of meetings of the Company and/or of resolutions of the Company are true copies and correctly record the proceedings at such meetings and/or the subject matter which they purport to record; and that any meetings referred to in such copies were duly convened and held and quorate, that those directors present at any such meetings were entitled to attend and vote and acted bona fide throughout and declared their interest as directors pursuant to Section 177 and Section 182 of the Companies Act 2006 and that all directors present at meetings of the board of directors of the Company approving the Indenture were duly appointed and had not resigned or been removed from office and that all resolutions set out in such copies were duly passed and that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof.

 

  (vii)

The Indenture has been entered into for bona fide commercial reasons for the purpose of legitimately carrying on its business and on arms length terms by the Company and the Company has received adequate commercial benefit as a result of entering into the Indenture and will continue to receive adequate commercial benefit for the duration of same (such commercial benefit being available to the Company in its own right and not merely by reference to benefit generally among the group of companies of which the Company is part), and the directors of the

 

Page : 4

  Company considered in detail the commercial justification for the execution and delivery of the Indenture, the commercial benefit which would be received by the Company and the matters set out in Section 172(1) of the Companies Act 2006, and the directors of the Company in good faith reasonably concluded that such Company would receive adequate commercial benefit as a result of entering into the same and to do so was commercially justified. These are matters of fact on which we express no opinion.

 

  (viii) The Company is able to pay its debts (within the meaning of Article 103 of the Insolvency (Northern Ireland) Order 1989) or any analogous legislation in any relevant jurisdiction at the time of entering into the Indenture and will not become unable to pay its debts in consequence of doing so.

 

  (ix) Save for any matters revealed by the searches referred to at paragraph 1E of this letter, the Company has not passed a resolution for its winding up and no proceedings have been instituted or steps taken for the winding up of the Company or for the appointment of an administrator or a receiver in respect of all or any assets of such Company.

 

  (x) The accuracy and completeness of the information disclosed in the searches referred to in paragraph 1E above and that such information has not since the time of such search or enquiry been altered and that all matters which should be registered with Companies Registry at the date of this opinion have been duly registered against the Company and appear on the searches referred to at 1E (i) above. In this connection, it should be noted that searches at the Companies Registry in Belfast will not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding up of, or the appointment of a receiver, a liquidator, an administrator or an administrative receiver of the Company. Further, the searches referred to at 1E(ii) and (iii) are not conclusively capable of revealing whether or not a winding up petition has been presented, since there is a delay between the presentation of a petition and the date when details of the petition are entered on the relevant records.

 

  (xi) The business which the Company actually carries on is within the terms of its Memorandum and Articles of Association.

 

  (xii) None of the directors or the secretary of the Company is a person who is disqualified from acting as a director or from managing companies pursuant to the provisions of the Companies (Northern Ireland) Order 1989 or the Company Directors Disqualification (Northern Ireland) Order 2002.

 

  (xiii) The Company is not in arrears with any filings required to be made with Companies Registry in Belfast including, without limitation, the filing of the special resolutions referred to in paragraph 1D above, the filing of notification of the appointment of its directors and secretary and of its annual returns and that the names of the directors, secretary and shareholders of the Company contained in the searches referred to at paragraph 1E (i) are correct and complete.

 

Page : 5

  (xiv) The written resolutions referred to at paragraph 1D have been duly signed for and on behalf of the corporate shareholder (other than those corporate shareholders incorporated in Northern Ireland).

 

  (xv) The Indenture has been validly executed by the Company in accordance with the laws of the State of New York (being the governing law of the Indenture).

 

  (xvi) The Power of Attorney has not been revoked and remains in full force and effect.

 

3. Qualifications

The opinion set out below is subject to the qualifications set out below.

 

  (i) We have not carried out any investigation or due diligence whatsoever in relation to the Company save as set out in paragraphs 1D and 1E above and this opinion is expressly given upon the terms that no further document is to be examined by us, that no further investigation or due diligence in respect of any matter which may appear on the files of the Company at Companies Registry in Belfast after the date of the above search or which may have appeared on the files of the Company prior to the date of the above search but was not available for actual inspection by us as of such date is required of us by you.

 

4. Opinion

On the basis of and subject to the assumptions and qualifications set out above, we are of the opinion that:

Status, capacity and authority

 

  4A The Company is a limited liability company and is duly incorporated under the laws of Northern Ireland with power and authority to own its own assets and conduct its business.

 

  4B The Company has the necessary corporate capacity under its Memorandum and Articles of Association to execute and deliver the Indenture and to perform its obligations under the Indenture. The execution and performance by the Company of the Indenture does not cause any constitutional limit on the Company or on the powers of the board to be exceeded.

 

  4C All necessary corporate action required on the part of the Company to authorise the execution of the Indenture and the performance by the Company of its obligations under the Indenture have been taken.

Execution

 

  4D Based solely on the confirmations in the Officer’s Certificate, the board resolutions referred to in paragraph 1D above and the Power of Attorney, the Indenture has been duly signed for and on behalf of the Company.

 

Yours faithfully,

 

ARTHUR COX

 

 

Page : 6

EX-5.20 12 dex520.htm EXHIBIT 5.20 Exhibit 5.20

Exhibit 5.20

 

LOGO

   Ulitsa Gasheka, 6

Ducat III, Office 510

Moscow 125047, Russia

Tel: +7.495.785.1234 Fax: +7.495.785.1235

www.lw.com

  

 

FIRM / AFFILIATE OFFICES

 

August 19 2011

[FORM OF OPINION]

 

Tomkins, LLC

Tomkins, Inc.

 

1551 Wewatta Street

Denver, Colorado 80202

United States

    Abu Dhabi

Barcelona

Beijing

Boston

Brussels

Chicago

Doha

Dubai

Frankfurt

Hamburg

Hong Kong

Houston

London

Los Angeles

Madrid

Milan

    Moscow

Munich

New Jersey

New York

Orange County

Paris

Riyadh

Rome

San Diego

San Francisco

Shanghai

Silicon Valley

Singapore

Tokyo

Washington, D.C.

 

  Re: Registration Statement on Form F-4 relating to the $1,150,000,000 9% Senior Secured Second Lien Notes due 2018 (the “New Notes”) of Pinafore, LLC and Pinafore, Inc. (together, the “Issuers”)

Dear Sirs:

We have acted as special Russian law counsel to the Issuers and Gates CIS LLC (the “Russian Guarantor”), in connection with the filing of the registration statement on Form F-4 filed on June 24 2011 by the Issuer and its co-registrants listed therein with the Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “Securities Act”), as the same may be amended from time to time (the “Registration Statement”). The New Notes and the guarantees thereof are to be issued pursuant to the terms of the indenture dated 29 September 2010 as supplemented by the First Supplemental Indenture dated as of November 18, 2010, the Second Supplemental Indenture dated as of December 21, 2010, the Third Supplemental Indenture dated as of December 23, 2010, the Fourth Supplemental Indenture dated as of January 20, 2011, the Fifth Supplemental Indenture dated as of February 23, 2011, the Sixth Supplemental Indenture dated as of February 24, 2011 and the Seventh Supplemental Indenture dated as of March 3, 2011, filed as exhibits to the Registration Statement and entered into between, among others, the Issuers, the Guarantors party thereto and Wilmington Trust FSB as trustee (collectively, the “Indenture”). Upon the Registration Statement becoming effective pursuant to the Securities Act, the Issuer will offer to exchange up to $1,150,000,000 in aggregate principal amount of the New Notes and the related Guarantees for up to $1,150,000,000 in aggregate principal amount of the Issuer’s outstanding 9% Senior Secured Second Lien Notes due 2018 (the “Existing Notes”) and the related Guarantees thereof.

This letter is being rendered to you pursuant to Form F-4 and Reg S-K Item 601(b)(5) of the Securities Act.

LOGO

 

The terms defined in the Indenture, unless the context otherwise requires, shall have the same meanings when used in this letter.

 

  1. Scope and Limitations

In rendering the opinions set forth herein, we have examined such matters of fact and questions of law as we have considered necessary or appropriate.

We have examined, among other things, originals or copies certified or otherwise identified to our satisfaction of such documents, certificates and records as we have deemed necessary or appropriate, including without limitation the following:

 

  (a) an executed copy of the Indenture;

 

  (b) a copy of the Registration Statement.; and

 

  (c) the documents listed in Schedule A hereto.

As to facts material to the opinions and confirmations expressed herein, we have, with your consent, relied upon oral and written statements and representations of officers and other representatives of the Russian Guarantor and others, including without limitation the representations and warranties of the Russian Guarantor in certificates of their respective officers. With respect to any references herein as to legal or governmental proceedings, approvals, consents or judgments, awards, orders, decrees, permits, licenses, authorizations, registrations, declarations or filings we have, with your consent, made no inspection of the records or dockets of any court, tribunal or governmental agency or body, but instead have relied upon inquiries and discussions with officers and other representatives of the Russian Guarantor responsible for such matters, our review of documents furnished to us by the Russian Guarantor and certificates of appropriate public officials and officers and representatives of the Russian Guarantor. We have not independently verified such factual matters.

This letter and the matters addressed herein speak as of the date hereof or such earlier date as is specified herein, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Russian Guarantor or any other person, or any other circumstance. This letter is limited to the matters expressly stated herein and no opinions or confirmations are to be inferred or may be implied beyond the opinions or confirmations expressly set forth herein.

The opinions set forth herein are limited to the federal legislation of the Russian Federation, the full text of which has been officially published prior to the date of this letter and is in full force and effect on the date hereof. The term “Applicable Laws” shall refer to any such federal legislation of the Russian Federation that is normally applicable to transactions of the same type as the transactions contemplated by the Indenture and the Supplemental Indenture. We express no opinion as to, and the term “Applicable Laws” shall not include any reference to, the laws of any jurisdiction other than the Russian Federation, any laws of the Russian Federation relating to taxation or customs, or any laws of any political subdivision of or within the Russian Federation (the “Excluded Laws”) and we express no opinion with respect to the applicability to or the effect on the Applicable Laws of the Excluded Laws. We express no opinion with respect to, or in the event of: (i) a change after the date hereof by authorized officials of the Russian Federation in the interpretation of any federal legislation, or any such prior change officially published first after the date

 

Page 2

LOGO

 

hereof; (ii) the adoption after the date hereof of retroactive federal legislation by authorized officials of the Russian Federation; (iii) an application after the date hereof of any federal legislation by authorized officials in a manner inconsistent with a previous application thereof; (iv) conflicts between federal laws; (v) conflicts between federal, regional and local legislation; or (vi) a breach of law or regulation in circumstances in which the Russian Guarantor, its shareholders, directors or officers interpreted applicable laws and regulations following general business practices current in the Russian market at the time they were made in the bona fide and reasonable belief that such practices were not contrary to the federal legislation. Furthermore, we express no opinion as to the interpretation by any court of the Russian Federation of Russian legislation or regulations. Any reference in this letter to the laws of the Russian Federation, Russian law or Applicable Laws are limited as set forth in this paragraph.

We express no opinion as to whether a court in the Russian Federation will give effect to the tax gross-up provision contained in the Indenture.

 

  2. Assumptions

In this letter we have with your consent assumed (without making any investigation) that:

 

  (a) all signatures and seals on all documents submitted to us are genuine and were affixed and engrossed at the time of purported execution of such documents by the persons listed therein as signatories; and that such persons had the legal capacity (deesposobnost) to act;

 

  (b) all documents submitted to us as originals are authentic and all documents submitted to us as copies of originals are complete and conform to the authentic original documents;

 

  (c) the parties to the Indenture have been duly organized, are validly existing and in good standing and have the corporate power to enter into and to perform their respective obligations under the Indenture and the Supplemental Indenture; provided that we make no such assumption to the extent we have specifically opined as to such matters with respect to the Russian Guarantor herein;

 

  (d) the directors, officers, representatives or agents of any legal entities executing or appearing in any of the documents we have examined were validly assigned or appointed to their respective positions and were not dismissed or did not resign by the time of execution of the relevant documents, were duly authorized to execute the documents on behalf of the relevant legal entities, and such execution by them constituted due execution of such documents; provided that we make no such assumption to the extent we have specifically opined as to such matters with respect to the Russian Guarantor herein;

 

  (e) each of the parties to the Indenture has duly authorized, executed and delivered the Indenture , including that the execution of the Indenture by each of the relevant signatories was duly authorized by the party which such signatory purported to represent; provided that we make no such assumption to the extent we have specifically opined as to such matters with respect to the Russian Guarantor herein;

 

Page 3

LOGO

 

  (f) the Indenture constitutes the legally valid and binding agreement of each of the parties thereto, enforceable against each of them in accordance with their terms, under the law by which the Indenture is expressed to be governed;

 

  (g) in entering into the Indenture, the Russian Guarantor has fully complied with its internal procedures and policies with respect to entering into agreements;

 

  (h) with respect to the meetings of any entities’ governing bodies the records of which we have examined, the notice and other procedural requirements for the convocation and holding of such meetings and voting thereat were duly observed in accordance with such entities’ constituent documents and applicable laws, and that such records are true, accurate and complete records of the proceedings described therein; and that no decisions of such entities’ governing bodies made at such meetings have been subsequently reversed, invalidated, superseded, modified or otherwise altered;

 

  (i) each party to the Indenture (i) has obtained all regulatory and other consents, permits, licenses and authorisations from, and made all registrations, declarations or filings with, governmental authorities, under all applicable laws and regulations, that may be required for such party to enter into and perform its obligations under the Indenture , to carry on its business as presently carried on and to submit to the Specified Courts; and all the consents, permits, licenses and authorisations so obtained are in full force and effect and the terms thereof are complied with; and (ii) has complied with all applicable laws, statutes, rules, regulations or court or governmental orders; and (iii) is not in breach of, or default under, any of its agreements or instruments; provided that we make no such assumption to the extent we have specifically opined as to such matters with respect to the Russian Guarantor;

 

  (j)

there are no collateral or other arrangements between the parties to the documents we have examined, which modify or supersede any of the terms of

 

Page 4

LOGO

 

  such documents or would affect the opinions and confirmations expressed in this letter; and such documents are performed by the parties thereto in accordance with their terms;

 

  (k) all statements as to factual matters expressed in the documents we have examined are true and accurate; and

 

  (l) all the documents we have examined and any transactions and arrangements contemplated thereby were freely entered into in good faith by each of the parties thereto; that no fraud, dishonesty, forgery, coercion, duress or breach of fiduciary duty has existed or will exist with respect to any of the matters relevant to the opinions and confirmations expressed in this letter; and that none of the parties to any of such documents was, is or will be seeking to achieve any purpose not apparent from such documents which might render such documents illegal or void.

 

  3. Opinions and Confirmations

Based upon the foregoing, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that:

 

  (a) Based solely on our inspection of the Charter, the Extract and the Certificates, the Russian Guarantor is a legal entity registered and existing in the form of a limited liability company under the Applicable Laws.

 

  (b) The Russian Guarantor has the corporate capacity, power and authority to enter into the Indenture and perform its obligations thereunder.

 

  (c) Peter Verdonckt, General Director of the Russian Guarantor, and Kirill Khaliavin, Chief Accountant of the Russian Guarantor, were duly authorised to sign the Indenture on behalf of the Russian Guarantor and their signatures are binding on the Russian Guarantor.

 

  4. Qualifications

The opinions and confirmations in this letter are subject to any limitations arising from applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation or analogous circumstances.

 

Page 5

LOGO

 

  5. Addressees

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the use of our name in the prospectus contained under the caption “Legal matters”. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

 

Page 6

LOGO

 

Very truly yours,

 

 

Page 7

LOGO

 

Schedule A

 

  1. A copy of the charter of Gates CIS LLC approved by the sole participant on February 1, 2010 (the “Charter”).
  2. A copy of the extract from the Unified State Register of Legal Entities dated 15 June 2011, with respect to Gates CIS LLC (the “Extract”).
  3. A copy of the certificate dated 09 June 2007 of registration of Gates CIS LLC in the Unified State Register of Legal Entities under Main State Registration Number 5077746897113.
  4. A copy of the certificate dated 09 June 2007 of registration of Gates CIS LLC in tax authorities under tax identification number 7705795461 (the certificates listed in items 3 and 4 are herein together referred to as the “Certificates”).
  5. A copy of the Minutes of the meeting of the Board of Directors of Gates CIS LLC dated 8 February 2010 on appointment of Mr. Peter Verdonkt as the General Director of Gates CIS LLC for the new term.
  6. A copy of the Order No. 004 dated 1 October 2007 on appointment of Mr. Kirill Khaliavin as the financial manager with chief accountant functions.
  7. A copy of the resolution of the sole participant of Gates CIS LLC dated 15 December 2010 approving, inter alia, the Indenture as a major transaction.

 

Page 8

EX-5.21 13 dex521.htm EXHIBIT 5.21 Exhibit 5.21

Exhibit 5.21

[Hergüner Bilgen Özeke Letterhead]

19 August 2011

[FORM OF OPINION]

Tomkins, Inc.

Tomkins, LLC

1551 Wewatta Street

Denver, Colorado 80202

Re: Guarantees by Turkish Guarantor in connection with 9 % Senior Secured Second Lien Notes due 2018

Dear Sir/Madam:

At your request, we have acted as special legal counsel in the Republic of Turkey for Tomkins, Inc. and Tomkins, LLC (“Issuers”); in connection with the exchange of $1.15 billion aggregate principal amount of 9 % Senior Secured Second Lien Notes due 2018 (“Old Lien Notes”) issued by the Issuers, which were privately placed, into new 9% Senior Secured Lien Notes due 2018 (“Exchange Notes”), and through the registration of the Exchange Notes before the U.S. Securities and Exchange Commission (“SEC”) as per the U.S. Securities Act of 1933 (“Securities Act”); through the following documents whereby a Turkish entity, namely, Gates Güç Aktarim Sistemleri Dağitim Sanayi ve Ticaret Limited Şirketi (“Gates Güç”) has provided guarantees in connection with the Exchange Notes:

(i) the Indenture dated 29 September 2010 , and signed by and between, among others, the Borrowers as Issuers, Pinafore Holdings, B.V. as Holdings, and Wilmington Trust FSB (“Wilmington”) as Trustee and Collateral Agent; as supplemented by the First Supplemental Indenture dated as of November 18, 2010, the Second Supplemental Indenture dated as of December 21, 2010, the Third Supplemental Indenture dated as of December 23, 2010, the Fourth Supplemental Indenture dated as of January 20, 2011, the Fifth Supplemental Indenture dated as of February 23, 2011 (the “Fifth Supplemental Indenture”), the Sixth Supplemental Indenture dated as of February 24, 2011 and the Seventh Supplemental Indenture dated as of March 3, 2011 (collectively, including the guarantees of the Exchange Notes contained therein, the “Indenture”) to which Gates Güç has acceded as a Note Guarantor with the Fifth Supplemental Indenture (defined below);

Unless otherwise defined hereunder, capital terms used herein shall bear the same meaning as ascribed to them in the Indenture.

Pursuant to the Indenture, the parties thereof have agreed on the terms and conditions of the issuance, authentication and delivery of the Second Lien Notes

Pursuant to the Fifth Supplemental Indenture, Gates Güç has acceded to the Indenture, and has agreed to guarantee the obligations of the Issuers under the Indenture.

 

I. In connection with the foregoing and in our capacity as special counsel in the Republic of Turkey for the Issuers we have examined the following documents:

 

  (a) the copy of the executed Indenture;

 

  (b) the copy of the registration statement on Form F-4 (the “Registration Statement”) filed by the Issuers with the SEC;

 

  (c) the documents listed in the Annex I (List of Reviewed Documents).

 

II. This legal opinion is also based on each of the following assumptions and qualifications:

 

  (a) We have not independently verified the authenticity of the documents reviewed; and we have assumed that all documents submitted to us as originals to be genuine, and authentic, and all documents submitted to us as copies or specimen documents to be in conformity with the originals, and in each case containing authentic signatures and executed in identical form to the version examined for purposes hereof;

 

  (b) We have solely relied upon the documents provided to us and listed in Section I above and we have not undertaken any investigation of governmental records or other public records and have relied upon the statements of the corporate counsel and the officers of Gates Güç that documents and information provided to us are accurate and up to date;

 

  (c) The documents listed under Section I upon which we have expressed reliance continue to be accurate and have not been revoked;

 

  (d) Insofar as laws other than the laws of the Republic of Turkey are concerned, each party to the Indenture has obtained all authorizations, corporate or otherwise, required under the laws of any jurisdiction (other than the Republic of Turkey) in order to be a party to the Indenture;

 

  (e) Insofar as laws other than the laws of the Republic of Turkey are concerned, the Indenture constitutes a legal, valid, binding, and enforceable obligation of the parties thereto under such laws; and

 

2

  (f) To the extent any obligation under the Indenture is required to be performed in any jurisdiction outside the Republic of Turkey, its performance will not be illegal or ineffective by virtue of the laws of such jurisdiction.

 

III. Based upon each of the foregoing examination and assumptions and subject to the qualifications set forth herein, we are of the opinion that:

 

  (a) Gates Güç is a limited liability partnership (limited şirket) duly incorporated, organized and validly existing under the laws of the Republic of Turkey, and is duly registered and duly qualified to transact business in good standing in the Republic of Turkey.

 

  (b) Gates Güç has taken all requisite corporate action necessary to authorize the transactions contemplated in the Indenture and to execute, deliver and perform all of its obligations under the Indenture to which it is a party.

 

  (c) Gates Güç has duly and validly authorized, executed and delivered the Indenture; and has all requisite corporate power and authority to execute, deliver and perform its obligations under the Indenture and to consummate the transactions contemplated thereby;

 

  (d) The articles of association of Gates Güç, as amended for the last time with the Partners Resolution dated 15 March 2011, announced in the Trade Registry Gazette dated 21 March 2011, is compatible with the purposes of, and the transactions contemplated under, the Indenture.

We are members of the Bars of the Republic of Turkey and express no opinion as to matters governed by any laws other than the laws of the Republic of Turkey. This opinion is limited to the laws of the Republic of Turkey and interpretations thereof in effect on the date hereof, and we assume no obligation to revise or supplement this legal opinion should any such law or interpretation be changed by legislative action, judicial decision or otherwise.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion also may be relied upon by Latham & Watkins LLP in connection with the issuance of its opinion letter in connection with the Registration Statement, and any amendments thereto, including any post-effective amendments to be filed by the Issuers with the SEC under the Securities Act. Moreover, we hereby consent to the filling of this opinion with the U.S Securities Exchange Commission as an exhibit to the registration statement on Form F-4 and to the reference to our firm contained under the heading “Legal Matters” in the prospectus contained in the registration statement on Form F-4.

 

3

We do not assume any responsibility under any laws, apart from Turkish law, to any persons in connection with this opinion.

Yours Sincerely,

Hergüner Bilgen Özeke

 

4

Annex I

List of Reviewed Documents

 

1. Corporate Documents of Gates Güç:

 

  (a) Certificate of Activity dated 9 February 2011, issued by the Istanbul Trade Registry

 

  (b) Articles of Association notarized by the 24th Notary Public of Beyoğlu on 21 May 2009 under registration no 23539, together with the Trade Registry Gazette dated 12 July 2010 with respect to amendment to the Articles of Association

 

  (c) Signature Circular notarized by the 30th Notary Public of Izmir on 30 November 2010 under registration no. 35465

 

  (d) Partners Resolution dated 17 January 2011, numbered 4, certified by the 15th Notary Public of Beyoğlu under registration no. 2778

 

  (e) Power of Attorney dated 27 January 2011, notarized by the 30th Notary Public of Izmir on 27 January 2011 under registration no. 3408, issued by Ionut Cristian Stefan as the authorized signatory of Gates Güç

 

5

EX-5.22 14 dex522.htm EXHIBIT 5.22 Exhibit 5.22

Exhibit 5.22

[FORM OF OPINION]

LOGO

LEGAL OPINION

Dated 19 August 2011

To: Tomkins, Inc. and Tomkins, LLC (as hereinafter defined)

In relation to Gates Engineering & Services Hamriyah FZE

19 August 2011

     BY EMAIL

 

To:

Tomkins, Inc.

Tomkins, LLC

1551 Wewetta Street

Denver, CO 80202

Dear Sirs

In relation to Gates Engineering & Services Hamriyah FZE in connection with the Transaction Documents (as hereinafter defined).

We have been acting as local counsel to the Company (as hereinafter defined) and in that capacity we have been requested to provide you with this opinion in relation to the Laws (as hereinafter defined) in connection with the Transaction Documents (as hereinafter defined).

 

1.

INTRODUCTION

 

1.1

Documents reviewed

 

1.1.1

We refer to the Transaction Documents (as hereinafter defined) to which the Company is a party and to which this opinion relates.

 

1.1.2

For the purposes of this opinion, we have examined a signed PDF copy of the Indenture dated 29 September, 2010 between inter alia Tomkins, LLC (formerly known as Pinafore, LLC) and Tomkins, Inc. (formerly known as Pinafore, Inc.) (collectively, the “Issuers”), Pinafore Holdings, B.V. (as “Holdings”), the guarantors named therein and Wilmington Trust FSB (as “Trustee” and “Collateral Agent”) in relation to the issue of certain 9% senior secured second lien notes due 1 October 2018 (the “Original Indenture”), as supplemented by the First Supplemental Indenture dated 18 November 2010, the Second Supplemental Indenture dated 21 December 2010, the Third Supplemental Indenture dated 23 December 2010, the Fourth Supplemental Indenture dated 20 January 2011, the Fifth Supplemental Indenture dated 23 February 2011, the Sixth Supplemental Indenture dated 24 February 2011 and the Seventh Supplemental Indenture dated 3 March 2011 (by which the Company acceded to the obligations under the Indenture as a guarantor) (the “Seventh Indenture,” which together with the Original Indenture shall be hereinafter referred to as the “Transaction Documents”).

 

1.1.3

In addition to the Transaction Documents, we have reviewed a PDF of the Directors Certificate dated 12 August 2011 and each copy of the documents attached thereto (collectively and including the documents attached thereto where relevant, (Supporting Documents).

 

1.2

Definitions and interpretation

 

1.2.1

Save as otherwise defined herein or unless the context shall otherwise require, terms defined in the Transaction Documents shall have the same meanings when used in this opinion.

 

1.2.2

For the purposes of this opinion the following terms shall have the following meanings:

Company means Gates Engineering & Services Hamriyah FZE.

Court(s) means the civil and commercial courts of Sharjah.

FZE Regulations means the Hamriyah Free Zone Implementing Rules and Regulations Concerning the Establishment of Free Zone Establishments at Hamriyah Free Zone issued pursuant to Sharjah Emiri Decree No. 6 0f 1995.

HFZ Authority means the Hamriyah Free Zone Authority.

HFZ means the Hamriyah Free Zone.

Laws means the FZE Regulations and such Sharjah local and UAE federal laws (as are published in the relevant Official Gazette as at the date hereof and otherwise made publicly available) as are applicable in the HFZ to free zone establishments incorporated pursuant to the FZE Regulations.

SEC means United States Securities and Exchange Commission.

UAE means the United Arab Emirates.

 

1.2.3

In this opinion

 

 

(i)

paragraph headings are inserted for convenience only and shall not affect the construction of this opinion,

 

 

(ii)

unless the context otherwise requires, words denoting the singular number shall include the plural and vice versa,

 

 

(iii)

references to a party or persons include bodies corporate and unincorporated and

 

 

(iv)

references to paragraphs are to paragraphs of this opinion.

 

1.3

Scope of opinion

 

1.3.1

Other than the Transaction Documents and the Supporting Documents, we have not examined any contracts, instruments or other documents entered into by or affecting the parties to the Transaction Documents or any corporate or other records and have not made any other inquiries concerning the transactions contemplated by the Transaction Documents or the parties thereto.

 

1.3.2

We have not inspected and express no opinion in relation to any agreement or document which is or may be ancillary to, referred to or cross-referenced in, or produced in support of, the Transaction Documents.

 

1.3.3

This opinion is limited to the matters expressly stated in paragraph 3. It is not to be extended by implication.

 

1.3.4

The opinions stated in paragraph 3 are subject to each of the assumptions set out in paragraph 2 and the qualifications and reservations set out in paragraph 4. Each such assumption, qualification and reservation which has the effect of limiting this opinion is independent and is not to be impliedly restricted by any other assumption, qualification or reservation.

 

1.3.5

We express no opinion on matters of fact.

 

1.3.6

We express no opinion on any commercial, fiscal, economic, financial, technical, environmental, political or other risk issues which may directly or indirectly affect the parties to the Transaction Documents in entering into any transactions contemplated by the Transaction Documents.

 

1.3.7

This opinion is not a guaranty as to what a Court would actually hold, but an opinion as to the decision we would expect that a Court should reach if the issue were properly presented to it and the Court followed what we believe to be the applicable legal principles.

1.3.8

The terms legal, valid, enforceable and binding as used in this opinion mean that the obligations assumed are of a type which are capable of being enforced and not that they will necessarily be enforced exactly in accordance with their terms.

 

1.3.9

This opinion relates only to the Laws existing at the time of issue of this opinion. We express no opinion as to rights, obligations or other matters (including change of law or circumstances) arising subsequent to the date hereof.

 

1.3.10

This opinion relates only to the Laws as applicable in the HFZ. We express no opinion with regard to any other laws and assume that no laws of any jurisdiction other than the Laws affect the conclusions in this opinion.

 

1.3.11

Without limiting the generality of the foregoing, we note that the Transaction Documents are expressed to be governed by the laws of the State of New York. We have not made any investigation of the laws of the State of New York and assume that the Transaction Documents which are expressed to be governed by the laws of the State of New York are valid and enforceable under the laws of the State of New York.

 

1.3.12

This opinion excludes any matter relating to the law and practice of Islamic Sharia.

 

1.3.13

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act of 1933, as amended. This opinion also may be relied upon by Latham & Watkins LLP in connection with the issuance of its opinion letter in connection with the Registration Statement, and any amendments thereto, including any post-effective amendments to be filed by the Issuers with the Securities and Exchange Commission under the Act. This opinion is given for the sole purpose of the transactions contemplated in the Transaction Documents.

This opinion is not to be used, quoted, relied upon, copied or disclosed to any other person, nor used for any other purpose whatsoever without our express prior written consent save that it may be may be disclosed to:

 

(a)

any person to whom disclosure is required to be made by applicable law or court order or pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings; and

 

(b)

the officers, employees in connection with the transaction, auditors and professional advisers of any addressee on a need to know basis.

We consent to your filing this letter as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

2.

ASSUMPTIONS

 

2.1

Assumptions

The opinions set out in paragraph 3 are given on the basis of the assumptions that:

 

 

(a)

all documents identified in this opinion as original are complete and authentic and all documents identified in this opinion as copies are complete and conform to the relevant duly signed, executed, (where relevant) registered, issued and delivered originals;

 

 

(b)

the Transaction Documents and the Supporting Documents have not been modified or have ceased to be in full force and effect;

 

(c)

the parties to the Transaction Documents (other than the Company) have the capacity, power and authority to sign, execute and deliver the Transaction Documents and to perform their obligations and exercise their rights thereunder and all necessary corporate and other actions by each such party to authorise the due and proper execution, delivery and performance of the Transaction Documents and to ensure that its obligations thereunder are legal, valid and binding have been duly taken and/or complied with, and all the relevant meetings of the board of directors and shareholders of all parties to the Transaction Documents have been duly convened and held and a duly qualified quorum of directors and/or shareholders of all parties to the Transaction Documents voted in favour of the relevant resolutions;

 

 

(d)

the entry into, execution and delivery by the parties to the Transaction Documents (other than the Company) and the performance by each party to the Transaction Documents of its respective obligations thereunder do not conflict with, violate or result in any breach of any provision of the constitutional documents of any of such parties;

 

 

(e)

the entry into, execution and delivery by the parties to the Transaction Documents (other than the Company) and the performance by each such party of its respective obligations thereunder do not conflict with, violate or result in any breach of any provision of any order or any court or authority or any mortgage, contract or other undertaking binding on each party to the Transaction Documents (other than the Company) affecting its respective assets;

 

 

(f)

all signatures, stamps, endorsements, attestations, certifications and seals in relation to the Transaction Documents and each Supporting Document are genuine;

 

 

(g)

all the deeds and agreements referred to in the Transaction Documents and entered into and executed as at the date hereof are legal, valid, binding and enforceable in accordance with their respective terms;

 

 

(h)

no party or signatory to the Transaction Documents has entered into the Transaction Documents, and no party or signatory to or issuer of any of the Supporting Documents has signed, issued or delivered that Supporting Document, other than in the proper exercise of its powers, including in the best interests of the relevant party or signatory to the Transaction Documents or the relevant party or signatory to or the issuer of the relevant Supporting Document (as the case may be), and in accordance with binding fiduciary duties, or is the subject of any fraud, coercion, duress, misrepresentation or undue influence or subject to any disability which might deprive it or them of full legal capacity and competency;

 

 

(i)

all formalities and requirements under the laws of any jurisdiction relating to the Transaction Documents and the parties to them (other than the Laws in relation to the opinions expressed herein) have been complied with and no laws of any jurisdiction other than the Laws affect the conclusions in this opinion;

 

 

(j)

all parties to the Transaction Documents (other than the Company) are solvent and able to pay their debts as and when they fall due at the time each of them (other than the Company) enters into the Transaction Documents, all parties to the Transaction Documents (other than the Company) will be solvent and able to pay their debts in consequence of entering into the Transaction Documents and the transactions contemplated thereby, no party to the Transaction Documents (other than the Company) is the subject of any insolvency, bankruptcy or similar proceedings, and no action has been taken for the dissolution or winding-up of any party to the Transaction Documents (other than the Company);

 

(k)

all translations relied upon or reviewed for the purposes of this opinion are accurate and complete and the text of the relevant Laws where published in the relevant Official Gazette or otherwise publicly available is accurate;

 

 

(l)

all fees (where payable to or required by any government authority in relation to the registration, recording, validation and enforceability of the Transaction Documents in accordance with the applicable laws and regulations) have been paid or will be paid at the relevant time in order to comply with such laws and regulations;

 

 

(m)

the transactions contemplated by the Transaction Documents do not contravene the Laws relating to the prohibition of transactions involving goods and/or services from any country or state which is the subject of any boycott or sanction and on transactions with persons of, or having interests in, such states;

 

 

(n)

all statements, representations and warranties contained in the Transaction Documents and the Supporting Documents as to fact or opinion are and remain true and correct;

 

 

(o)

Company has entered all relevant details pertaining to them, including as to the names of their respective current directors, in their respective company registers maintained by HFZ Authority and the information in the Supporting Documents accurately reflects the details held by HFZ Authority in respect of the Company;

 

 

(p)

there is no other fact, matter or document which would or might affect the conclusions of this opinion and which was not revealed by the Transaction Documents or Supporting Documents.

 

2.2

Further comments on assumptions

 

2.2.1

We express no opinion on the accuracy of the assumptions contained in this paragraph 2 and each statement which has the effect of limiting this opinion is independent of any other such statement and is not to be impliedly restricted by it.

 

2.2.2

In making the assumptions set out in this paragraph 2, we have not made any independent investigations or inquiries with respect to the matters which are the subject of those assumptions.

 

3.

LEGAL OPINION

Based on the foregoing and subject to the assumptions referred to above and the qualifications and reservations referred to below we are of the opinion that:

 

3.1

Status

The Company is duly incorporated as a Free Zone Establishment under the FZE Regulations and is in good standing under the Laws.

 

3.2

Corporate power

The Company has the requisite corporate power and authority to execute and deliver the Transaction Documents, and to perform its obligations under the Transaction Documents.

 

3.3

Corporate authority

The Company has the corporate capacity to enter into and perform its obligations under the Transaction Documents and has taken all necessary corporate action to authorise the execution, delivery and performance of its obligations under the Transaction Documents and the consummation of the transactions contemplated thereby.

3.4

Permits, Licences and Consents

Subject to the below and the other qualifications and assumptions as set out in this opinion, no authorisations, approvals, consents, licenses, exemptions, filings or registrations with any public or official body or agency in the UAE is required to permit entry into or performance of the Transaction Documents.

 

4.

QUALIFICATIONS AND RESERVATIONS

The opinions expressed above are subject to the following qualifications and reservations:

 

4.1

Authorisation

 

4.1.1

All written authorities required for court proceedings should be notarised in the UAE to be admissible before the Courts.

 

4.1.2

All documentation before the Courts in respect of any matter to be heard by them must be in the Arabic language. In the case of documentation which is originally in a language other than Arabic, the Arabic translation (which must be prepared and certified by a translator suitably licensed by the UAE Ministry of Justice) submitted to the Courts is nevertheless deemed to be the definitive and binding version thereof for the purposes of all proceedings before such Courts.

It is left to the judge’s discretion whether or not to refer to the English language of the Transaction Documents or any of the Supporting Documents (where only in the English language) in the event of the ambiguity or contradiction with its Arabic language version.

 

4.2

Bankruptcy and insolvency

 

4.2.1

The ability of the Company to enter into the Transaction Documents may be affected by limitations arising from bankruptcy, insolvency, liquidation, reorganisation or reconstruction and other laws and general principles relating to or affecting the enforcement of creditors’ rights, as relevant. It is to be expressly noted that an examination of such laws falls outside of the scope of this opinion.

 

4.3

Good Standing

In the UAE there is no common form usage of the term good standing. Some Free Zones have issued Certificates of Good Standing whilst others, including the Hamriyah Free Zone Authority, have not. Accordingly for the purposes of this opinion we understand good standing to mean that the Company has paid all the necessary fees to the Hamriyah Free Zone Authority and filed all necessary documentation as required pursuant to the Laws. As there is no practical or effective means for us to independently ascertain this under the Laws, we have relied upon the certification provided by the Director in the Supporting Documents.

Yours faithfully

EX-5.24 15 dex524.htm EXHIBIT 5.24 Exhibit 5.24

Exhibit 5.24

[FORM OF OPINION]

LOGO

LEGAL OPINION

Dated 19 August 2011

To: Tomkins, Inc. and Tomkins, LLC (as hereinafter defined)

in relation to Gates Engineering & Services FZCO

19 August 2011

     BY EMAIL

 

To:

Tomkins, Inc.

    

Tomkins, LLC

    

1551 Wewetta Street

    

Denver, CO 80202

Dear Sirs

In relation to Gates Engineering & Services FZCO in connection with the Transaction Documents (as hereinafter defined)

We have been acting as local counsel to the Company (as hereinafter defined) and in that capacity we have been requested to provide you with this opinion in relation to the Laws (as hereinafter defined) in connection with the Transaction Documents (as hereinafter defined).

 

1.

INTRODUCTION

 

1.1

Documents reviewed

 

1.1.1

We refer to the Transaction Documents (as hereinafter defined) to which the Company is a party and to which this opinion relates.

 

1.1.2

For the purposes of this opinion, we have examined a signed PDF copy of the Indenture dated 29 September, 2010 between inter alia Tomkins, LLC (formerly known as Pinafore, LLC) and Tomkins, Inc. (formerly known as Pinafore, Inc.) (collectively, the “Issuers”), Pinafore Holdings, B.V. (as “Holdings”), the guarantors named therein and Wilmington Trust FSB (as “Trustee” and “Collateral Agent”) in relation to the issue of certain 9% senior secured second lien notes due 1 October 2018 (the “Original Indenture”), as supplemented by the First Supplemental Indenture dated 18 November 2010, the Second Supplemental Indenture dated 21 December 2010, the Third Supplemental Indenture dated 23 December 2010, the Fourth Supplemental Indenture dated 20 January 2011, the Fifth Supplemental Indenture dated 23 February 2011, the Sixth Supplemental Indenture dated 24 February 2011 and the Seventh Supplemental Indenture dated 3 March 2011 (by which the Company acceded to the obligations under the Indenture as a guarantor) (the “Seventh Indenture,” which together with the Original Indenture shall be hereinafter referred to as the “Transaction Documents”).

 

1.1.3

In addition to the Transaction Documents, we have reviewed a PDF of the Directors Certificate dated 12 August 2011 and each copy of the documents attached thereto (collectively and including the documents attached thereto where relevant, (Supporting Documents).

 

1.2

Definitions and interpretation

 

1.2.1

Save as otherwise defined herein or unless the context shall otherwise require, terms defined in the Transaction Documents shall have the same meanings when used in this opinion.

 

1.2.2

For the purposes of this opinion the following terms shall have the following meanings:

Company means Gates Engineering & Services FZCO.

Court(s) means the civil and commercial courts of Dubai.

FZCO Regulations means the Free Zone Company Implementing Regulations No. 1/99 issued by the JAFZA pursuant to the Dubai Law No. 2 of 1986 and UAE Federal Law No. (8) of 1984.

JAFZA means the JAFZ Authority.

JAFZ means the Government of Dubai Jebel Ali Free Zone, Emirate of Dubai, UAE.

Laws means the FZCO Regulations and such Dubai local and UAE federal laws (as are published in the relevant Official Gazette as at the date hereof and otherwise made publicly available) as are applicable in the JAFZ to free zone companies incorporated pursuant to the FZCO Regulations.

SEC means the United States Securities and Exchange Commission.

UAE means the United Arab Emirates.

 

1.2.3

In this opinion

 

 

(i)

paragraph headings are inserted for convenience only and shall not affect the construction of this opinion,

 

 

(ii)

unless the context otherwise requires, words denoting the singular number shall include the plural and vice versa,

 

 

(iii)

references to a party or persons include bodies corporate and unincorporated and

 

 

(iv)

references to paragraphs are to paragraphs of this opinion.

 

1.3

Scope of opinion

 

1.3.1

Other than the Transaction Documents and the Supporting Documents, we have not examined any contracts, instruments or other documents entered into by or affecting the parties to the Transaction Documents or any corporate or other records and have not made any other inquiries concerning the transactions contemplated by the Transaction Documents or the parties thereto.

 

1.3.2

We have not inspected and express no opinion in relation to any agreement or document which is or may be ancillary to, referred to or cross-referenced in, or produced in support of, the Transaction Documents.

 

1.3.3

This opinion is limited to the matters expressly stated in paragraph 3. It is not to be extended by implication.

 

1.3.4

The opinions stated in paragraph 3 are subject to each of the assumptions set out in paragraph 2 and the qualifications and reservations set out in paragraph 4. Each such assumption, qualification and reservation which has the effect of limiting this opinion is independent and is not to be impliedly restricted by any other assumption, qualification or reservation.

 

1.3.5

We express no opinion on matters of fact.

 

1.3.6

We express no opinion on any commercial, fiscal, economic, financial, technical, environmental, political or other risk issues which may directly or indirectly affect the parties to the Transaction Documents in entering into any transactions contemplated by the Transaction Documents.

1.3.7

This opinion is not a guaranty as to what a Court would actually hold, but an opinion as to the decision we would expect that a Court should reach if the issue were properly presented to it and the Court followed what we believe to be the applicable legal principles.

 

1.3.8

The terms legal, valid, enforceable and binding as used in this opinion mean that the obligations assumed are of a type which are capable of being enforced and not that they will necessarily be enforced exactly in accordance with their terms.

 

1.3.9

This opinion relates only to the Laws existing at the time of issue of this opinion. We express no opinion as to rights, obligations or other matters (including change of law or circumstances) arising subsequent to the date hereof.

 

1.3.10

This opinion relates only to the Laws as applicable in the JAFZ. We express no opinion with regard to any other laws and assume that no laws of any jurisdiction other than the Laws affect the conclusions in this opinion.

 

1.3.11

Without limiting the generality of the foregoing, we note that the Transaction Documents are expressed to be governed by the laws of the State of New York. We have not made any investigation of the laws of the State of New York and assume that the Transaction Documents which are expressed to be governed by the laws of the State of New York are valid and enforceable under the laws of the State of New York.

 

1.3.12

This opinion excludes any matter relating to the law and practice of Islamic Sharia.

 

1.3.13

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act of 1933, as amended. This opinion also may be relied upon by Latham & Watkins LLP in connection with the issuance of its opinion letter in connection with the Registration Statement, and any amendments thereto, including any post-effective amendments to be filed by the Issuers with the Securities and Exchange Commission under the Act. This opinion is given for the sole purpose of the transactions contemplated in the Transaction Documents.

This opinion is not to be used, quoted, relied upon, copied or disclosed to any other person, nor used for any other purpose whatsoever without our express prior written consent save that it may be may be disclosed to:

 

(a)

any person to whom disclosure is required to be made by applicable law or court order or pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings; and

 

(b)

the officers, employees in connection with the transaction, auditors and professional advisers of any addressee on a need to know basis.

We consent to your filing this letter as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

2.

ASSUMPTIONS

 

2.1

Assumptions

The opinions set out in paragraph 3 are given on the basis of the assumptions that:

 

 

(a)

all documents identified in this opinion as original are complete and authentic and all documents identified in this opinion as copies are complete and conform to the relevant duly signed, executed, (where relevant) registered, issued and delivered originals;

 

 

(b)

the Transaction Documents and the Supporting Documents have not been modified or have ceased to be in full force and effect;

 

 

(c)

the parties to the Transaction Documents (other than the Company) have the capacity, power and authority to sign, execute and deliver the Transaction Documents and to perform their obligations and exercise their rights thereunder and all necessary corporate and other actions by each such party to authorise the due and proper execution, delivery and performance of the Transaction Documents and to ensure that its obligations thereunder are legal, valid and binding have been duly taken and/or complied with, and all the relevant meetings of the board of directors and shareholders of all parties to the Transaction Documents have been duly convened and held and a duly qualified quorum of directors and/or shareholders of all parties to the Transaction Documents voted in favour of the relevant resolutions;

 

 

(d)

the entry into, execution and delivery by the parties to the Transaction Documents (other than the Company) and the performance by each party to the Transaction Documents of its respective obligations thereunder do not conflict with, violate or result in any breach of any provision of the constitutional documents of any of such parties;

 

 

(e)

the entry into, execution and delivery by the parties to the Transaction Documents (other than the Company) and the performance by each such party of its respective obligations thereunder do not conflict with, violate or result in any breach of any provision of any order or any court or authority or any mortgage, contract or other undertaking binding on each party to the Transaction Documents (other than the Company) affecting its respective assets;

 

 

(f)

all signatures, stamps, endorsements, attestations, certifications and seals in relation to the Transaction Documents and each Supporting Document are genuine;

 

 

(g)

all the deeds and agreements referred to in the Transaction Documents and entered into and executed as at the date hereof are legal, valid, binding and enforceable in accordance with their respective terms;

 

 

(h)

no party or signatory to the Transaction Documents has entered into the Transaction Documents, and no party or signatory to or issuer of any of the Supporting Documents has signed, issued or delivered that Supporting Document, other than in the proper exercise of its powers, including in the best interests of the relevant party or signatory to the Transaction Documents or the relevant party or signatory to or the issuer of the relevant Supporting Document (as the case may be), and in accordance with binding fiduciary duties, or is the subject of any fraud, coercion, duress, misrepresentation or undue influence or subject to any disability which might deprive it or them of full legal capacity and competency;

 

 

(i)

all formalities and requirements under the laws of any jurisdiction relating to the Transaction Documents and the parties to them (other than the Laws in relation to the opinions expressed herein) have been complied with and no laws of any jurisdiction other than the Laws affect the conclusions in this opinion;

 

 

(j)

all parties to the Transaction Documents (other than the Company) are solvent and able to pay their debts as and when they fall due at the time each

 

of them (other than the Company) enters into the Transaction Documents, all parties to the Transaction Documents (other than the Company) will be solvent and able to pay their debts in consequence of entering into the Transaction Documents and the transactions contemplated thereby, no party to the Transaction Documents (other than the Company) is the subject of any insolvency, bankruptcy or similar proceedings, and no action has been taken for the dissolution or winding-up of any party to the Transaction Documents (other than the Company);

 

 

(k)

all translations relied upon or reviewed for the purposes of this opinion are accurate and complete and the text of the relevant Laws where published in the relevant Official Gazette or otherwise publicly available is accurate;

 

 

(l)

all fees (where payable to or required by any government authority in relation to the registration, recording, validation and enforceability of the Transaction Documents in accordance with the applicable laws and regulations) have been paid or will be paid at the relevant time in order to comply with such laws and regulations;

 

 

(m)

the transactions contemplated by the Transaction Documents do not contravene the Laws relating to the prohibition of transactions involving goods and/or services from any country or state which is the subject of any boycott or sanction and on transactions with persons of, or having interests in, such states;

 

 

(n)

all statements, representations and warranties contained in the Transaction Documents and the Supporting Documents as to fact or opinion are and remain true and correct;

 

 

(o)

Company has entered all relevant details pertaining to them, including as to the names of their respective current directors, in their respective company registers maintained by JAFZA and the information in the Supporting Documents accurately reflects the details held by JAFZA in respect of the Company;

 

 

(p)

there is no other fact, matter or document which would or might affect the conclusions of this opinion and which was not revealed by the Transaction Documents or Supporting Documents.

 

2.2

Further comments on assumptions

 

2.2.1

We express no opinion on the accuracy of the assumptions contained in this paragraph 2 and each statement which has the effect of limiting this opinion is independent of any other such statement and is not to be impliedly restricted by it.

 

2.2.2

In making the assumptions set out in this paragraph 2, we have not made any independent investigations or inquiries with respect to the matters which are the subject of those assumptions.

 

3.

LEGAL OPINION

Based on the foregoing and subject to the assumptions referred to above and the qualifications and reservations referred to below we are of the opinion that:

 

3.1

Status

The Company is duly incorporated as a Free Zone Company under the FZCO Regulations and is in good standing under the Laws.

 

3.2

Corporate power

The Company has the requisite corporate power and authority to execute and deliver the Transaction Documents, and to perform its obligations under, the Transaction Documents.

 

3.3

Corporate authority

The Company has the corporate capacity to enter into and perform its obligations under the Transaction Documents and has taken all necessary corporate action to authorise the execution, delivery and performance of its obligations under the Transaction Documents and the consummation of the transactions contemplated thereby.

 

3.4

Permits, Licences and Consents

Subject to the below and the other qualifications and assumptions as set out in this opinion, no authorisations, approvals, consents, licenses, exemptions, filings, or registrations with any public or official body or agency in the UAE is required to permit entry into or performance of the Transaction Documents.

 

4.

QUALIFICATIONS AND RESERVATIONS

The opinions expressed above are subject to the following qualifications and reservations:

 

4.1

Authorisation

 

4.1.1

All written authorities required for court proceedings should be notarised in the UAE to be admissible before the Courts.

 

4.1.2

All documentation before the Courts in respect of any matter to be heard by them must be in the Arabic language. In the case of documentation which is originally in a language other than Arabic, the Arabic translation (which must be prepared and certified by a translator suitably licensed by the UAE Ministry of Justice) submitted to the Courts is nevertheless deemed to be the definitive and binding version thereof for the purposes of all proceedings before such Courts.

It is left to the judge’s discretion whether or not to refer to the English language of the Transaction Documents or any of the Supporting Documents (where only in the English language) in the event of the ambiguity or contradiction with its Arabic language version.

 

4.2

Bankruptcy and insolvency

 

4.2.1

The ability of the Company to enter into the Transaction Documents, may be affected by limitations arising from bankruptcy, insolvency, liquidation, reorganisation or reconstruction and other laws and general principles relating to or affecting the enforcement of creditors’ rights, as relevant. It is to be expressly noted that an examination of such laws falls outside of the scope of this opinion.

 

4.3

Good Standing

In the UAE there is no common form usage of the term good standing. Accordingly for the purposes of this opinion we understand good standing to mean that the Company has paid all the necessary fees to the Jebel Ali Free Zone Authority and filed all necessary documentation as required pursuant to the Laws. As there is no practical or effective means for us to independently ascertain this under the Laws, we have relied upon the certification provided by the Director in the Supporting Documents.

Yours faithfully

EX-10.1 16 dex101.htm EXHIBIT 10.1 Exhibit 10.1

Exhibit 10.1

 

 

CREDIT AGREEMENT

Dated as of July 27, 2010

as amended and restated on August 6, 2010 and

as further amended and restated on September 21, 2010

among

PINAFORE, LLC,

as a Borrower,

PINAFORE, INC.,

as a Borrower,

PINAFORE ACQUISITIONS LIMITED,

as Holdings,

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

CITIBANK, N.A.,

as Administrative Agent,

L/C Issuer and Swing Line Lender,

CITICORP USA, INC.,

as Collateral Agent,

THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME,

BANC OF AMERICA SECURITIES LLC,

as Syndication Agent,

CITIGROUP GLOBAL MARKETS INC.,

BANC OF AMERICA SECURITIES LLC,

BARCLAYS CAPITAL,

RBC CAPITAL MARKETS1 and

UBS SECURITIES LLC,

as Joint Lead Arrangers and

Joint Bookrunners

CITIGROUP GLOBAL MARKETS INC.,

BARCLAYS BANK PLC,

RBC CAPITAL MARKETS1 and

UBS SECURITIES LLC,

as Co-Documentation Agents

 

 

 

 

1 

RBC Capital Markets is the global brand name for the corporate and investment banking businesses of Royal Bank of Canada and its affiliates.

TABLE OF CONTENTS

 

          Page  
ARTICLE I.   
DEFINITIONS AND ACCOUNTING TERMS   

Section 1.01.

   

Defined Terms

      1   

Section 1.02.

   

Other Interpretive Provisions

      47   

Section 1.03.

   

Accounting Terms; Financial Definitions

      48   

Section 1.04.

   

Rounding

      48   

Section 1.05.

   

References to Agreements, Laws, Etc.

      49   

Section 1.06.

   

Times of Day

      49   

Section 1.07.

   

Timing of Payment of Performance

      49   

Section 1.08.

   

Cumulative Credit and Equity Credit Transactions

      49   

Section 1.09.

   

Pro Forma Calculations

      49   

Section 1.10.

   

Letter of Credit Amounts

      50   

Section 1.11.

   

Exchange Rates; Currency Equivalents.

      50   

Section 1.12.

   

Additional Alternative Currencies.

      51   

Section 1.13.

   

Change of Currency.

      51   
ARTICLE II.   
THE COMMITMENTS AND CREDIT EXTENSIONS   

Section 2.01.

   

The Loans

      51   

Section 2.02.

   

Borrowings, Conversions and Continuations of Loans

      52   

Section 2.03.

   

Letters of Credit

      53   

Section 2.04.

   

Swing Line Loans

      60   

Section 2.05.

   

Prepayments

      62   

Section 2.06.

   

Termination or Reduction of Commitments

      67   

Section 2.07.

   

Repayment of Loans

      67   

Section 2.08.

   

Interest

      68   

Section 2.09.

   

Fees

      68   

Section 2.10.

   

Computation of Interest and Fees

      69   

Section 2.11.

   

Evidence of Indebtedness

      69   

Section 2.12.

   

Payments Generally

      69   

Section 2.13.

   

Sharing of Payments

      71   

Section 2.14.

   

Incremental Credit Extensions

      72   

Section 2.15.

   

Defaulting Lenders

      73   
ARTICLE III.   
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY   

Section 3.01.

   

Taxes

      76   

Section 3.02.

   

Illegality

      78   

Section 3.03.

   

Inability to Determine Rates

      79   

Section 3.04.

   

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans

      79   

Section 3.05.

   

Funding Losses

      80   

Section 3.06.

   

Matters Applicable to All Requests for Compensation

      80   

Section 3.07.

   

Replacement of Lenders Under Certain Circumstances

      81   

Section 3.08.

   

Survival

      82   

 

-i-

ARTICLE IV.   
CONDITIONS PRECEDENT   

Section 4.01.

   

Conditions to Effectiveness of this Agreement

      82   

Section 4.02.

   

Certain Funds Period.

      84   

Section 4.03.

   

Conditions to All Credit Events After the Closing Date

      85   
ARTICLE V.   
REPRESENTATIONS AND WARRANTIES   

Section 5.01.

   

Existence, Qualification and Power; Compliance with Laws

      85   

Section 5.02.

   

Authorization; No Contravention

      85   

Section 5.03.

   

Governmental Authorization; Other Consents

      86   

Section 5.04.

   

Binding Effect

      86   

Section 5.05.

   

Financial Statements; No Material Adverse Effect

      86   

Section 5.06.

   

Litigation

      86   

Section 5.07.

   

No Default

      87   

Section 5.08.

   

Ownership of Property; Liens

      87   

Section 5.09.

   

Environmental Matters

      87   

Section 5.10.

   

Taxes

      88   

Section 5.11.

   

ERISA Compliance

      88   

Section 5.12.

   

Subsidiaries; Equity Interests

      88   

Section 5.13.

   

Margin Regulations; Investment Company Act

      89   

Section 5.14.

   

Disclosure

      89   

Section 5.15.

   

Labor Matters

      89   

Section 5.16.

   

Intellectual Property; Licenses, Etc

      89   

Section 5.17.

   

Solvency

      90   

Section 5.18.

   

Security Documents

      90   

Section 5.19.

   

Anti-Terrorism Laws.

      90   

Section 5.20.

   

Survival of Representations and Warranties, Etc

      91   
ARTICLE VI.   
AFFIRMATIVE COVENANTS   

Section 6.01.

   

Financial Statements

      91   

Section 6.02.

   

Certificates; Other Information

      93   

Section 6.03.

   

Notices

      94   

Section 6.04.

   

Payment of Obligations

      94   

Section 6.05.

   

Preservation of Existence, Etc

      95   

Section 6.06.

   

Maintenance of Properties

      95   

Section 6.07.

   

Maintenance of Insurance

      95   

Section 6.08.

   

Compliance with Laws

      95   

Section 6.09.

   

Books and Records

      95   

Section 6.10.

   

Inspection Rights

      96   

Section 6.11.

   

Additional Collateral; Additional Guarantors

      96   

Section 6.12.

   

Compliance with Environmental Laws

      98   

Section 6.13.

   

Further Assurances

      98   

Section 6.14.

   

Designation of Subsidiaries

      98   

Section 6.15.

   

The Scheme and Related Matters

      99   

Section 6.16.

   

Use of Proceeds.

      100   

Section 6.17.

   

Euro Medium Term Note Programme.

      100   
ARTICLE VII.   
NEGATIVE COVENANTS   

Section 7.01.

   

Liens

      101   

 

-ii-

Section 7.02.

   

Investments

      104   

Section 7.03.

   

Indebtedness

      107   

Section 7.04.

   

Fundamental Changes

      110   

Section 7.05.

   

Dispositions

      111   

Section 7.06.

   

Restricted Payments

      113   

Section 7.07.

   

Change in Nature of Business

      115   

Section 7.08.

   

Transactions with Affiliates

      115   

Section 7.09.

   

Burdensome Agreements

      116   

Section 7.10.

   

Financial Covenants

      117   

Section 7.11.

   

Accounting Changes

      119   

Section 7.12.

   

Prepayments, Etc. of Indebtedness

      119   

Section 7.13.

   

Permitted Activities

      119   
ARTICLE VIII.   
EVENTS OF DEFAULT AND REMEDIES   

Section 8.01.

   

Events of Default

      120   

Section 8.02.

   

Remedies upon Event of Default

      122   

Section 8.03.

   

Exclusion of Immaterial Subsidiaries

      123   

Section 8.04.

   

Application of Funds

      123   

Section 8.05.

   

Borrower’s Right to Cure

      124   
ARTICLE IX.   
ADMINISTRATIVE AGENT AND OTHER AGENTS   

Section 9.01.

   

Appointment and Authority

      124   

Section 9.02.

   

Rights as a Lender

      125   

Section 9.03.

   

Exculpatory Provisions

      125   

Section 9.04.

   

Reliance by Administrative Agent

      126   

Section 9.05.

   

Delegation of Duties

      126   

Section 9.06.

   

Resignation of Successor Administrative Agent

      126   

Section 9.07.

   

Non-Reliance on Administrative Agent and Other Lenders

      127   

Section 9.08.

   

Collateral and Guaranty Matters

      127   

Section 9.09.

   

No Other Duties, Etc.

      128   

Section 9.10.

   

Appointment of Supplemental Administrative Agents

      128   

Section 9.11.

   

Withholding Tax

      129   
ARTICLE X.   
MISCELLANEOUS   

Section 10.01.

   

Amendments, Etc.

      129   

Section 10.02.

   

Notices and Other Communications; Facsimile Copies

      132   

Section 10.03.

   

No Waiver; Cumulative Remedies

      133   

Section 10.04.

   

Attorney Costs and Expenses

      133   

Section 10.05.

   

Indemnification by the Borrower

      134   

Section 10.06.

   

Payments Set Aside

      135   

Section 10.07.

   

Successors and Assigns

      135   

Section 10.08.

   

Confidentiality

      141   

Section 10.09.

   

Setoff

      141   

Section 10.10.

   

Interest Rate Limitation

      142   

Section 10.11.

   

Counterparts

      142   

Section 10.12.

   

Integration; Termination

      142   

Section 10.13.

   

Survival of Representations and Warranties

      142   

Section 10.14.

   

Severability

      143   

Section 10.15.

   

GOVERNING LAW

      143   

Section 10.16.

   

WAIVER OF RIGHT TO TRIAL BY JURY

      143   

 

-iii-

Section 10.17.

   

Agent for Service of Process.

      143   

Section 10.18.

   

Binding Effect

      144   

Section 10.19.

   

USA Patriot Act

      144   

Section 10.20.

   

No Advisory or Fiduciary Responsibility

      144   

Section 10.21.

   

Joint and Several Liability

      144   

Section 10.22.

   

Parallel Debt.

      145   
ARTICLE XI.   
GUARANTEE   

Section 11.01.

   

The Guarantee

      146   

Section 11.02.

   

Obligations Unconditional

      146   

Section 11.03.

   

Reinstatement

      147   

Section 11.04.

   

Subrogation; Subordination

      147   

Section 11.05.

   

Remedies

      147   

Section 11.06.

   

Instrument for the Payment of Money

      147   

Section 11.07.

   

Continuing Guarantee

      148   

Section 11.08.

   

General Limitation on Guarantee Obligations

      148   

Section 11.09.

   

Release of Guarantors

      148   

Section 11.10.

   

Right of Contribution

      148   

 

SCHEDULES

     
   1.01A  

Commitments

   1.01B  

Company Reorganization

   1.01C  

Existing Letters of Credit

   5.08  

Ownership of Property

   5.09(a)  

Environmental Matters

   5.12  

Subsidiaries and Other Equity Investments

   7.01(b)  

Existing Liens

   7.02(e)  

Existing Investments

   7.03(b)  

Existing Indebtedness

   7.09  

Certain Contractual Obligations

   10.02  

Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

     
  

Form of

   A  

Committed Loan Notice

   B  

Swing Line Loan Notice

   C-1  

Term A Note

   C-2  

Term B Note

   C-3  

Revolving Credit Note

   C-4  

Swing Line Note

   D  

Compliance Certificate

   E  

Assignment and Assumption

   F  

U.S. Security Agreement

   G  

Intercompany Note

   H  

English Share Charge

   I  

United States Tax Compliance Certificate

   J  

Discounted Prepayment Option Notice

   K  

Lender Participation Notice

   L  

Discounted Voluntary Prepayment Notice

   M  

Affiliated Lender Assignment and Assumption

   N  

[Reserved]

   O  

Junior Lien Intercreditor Agreement

 

-iv-

   P    Administrative Questionnaire
   Q    L/C Issuer Agreement

 

-v-

CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 27, 2010, as amended and restated on August 6, 2010 and as further amended and restated on September 21, 2010, among PINAFORE, LLC, a Delaware limited liability company (the “LLC Co-Borrower”), PINAFORE, INC., a Delaware corporation (the “Corporate Co-Borrower” and, together with the LLC Co-Borrower, the “Borrower”), PINAFORE ACQUISITIONS LIMITED, a limited liability company incorporated under the laws of England and Wales, as Holdings, the Guarantors party hereto from time to time, CITIBANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, CITICORP USA, INC., as Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANC OF AMERICA SECURITIES LLC, as Syndication Agent, CITIGROUP GLOBAL MARKETS INC., BANC OF AMERICA SECURITIES LLC, BARCLAYS CAPITAL, RBC CAPITAL MARKETS and UBS SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners, and CITIGROUP GLOBAL MARKETS INC., BARCLAYS BANK PLC, RBC CAPITAL MARKETS and UBS SECURITIES LLC, as Co-Documentation Agents.

PRELIMINARY STATEMENTS

Pursuant to the Implementation Agreement dated July 27, 2010 (together with schedules and exhibits thereto and as amended pursuant to that certain Implementation Agreement Amendment Deed dated September 20, 2010, the “Implementation Agreement”) by and between Holdings and Tomkins plc (the “Target”), Holdings has agreed to acquire (the “Acquisition”) all of the Target Shares, to be effected by way of a scheme of arrangement.

To fund a portion of the Acquisition of the Target, the Investors and certain other investors and associated entities will make a cash common equity contribution (the “Equity Contribution”) directly or indirectly to Holdings in an aggregate amount equal to not less than $1,900,000,000.

To consummate the transactions contemplated by the Implementation Agreement, as of July 27, 2010, the Borrower entered into (i) a senior secured first lien bridge credit facility (the “First Lien Bridge Credit Facility”) in an aggregate principal amount not in excess of $600,000,000 and (ii) a senior secured second lien bridge credit facility (the “Second Lien Bridge Credit Facility”) in an aggregate principal amount not in excess of $1,000,000,000 pursuant to the terms of the Second Lien Bridge Credit Agreement (as defined below).

As of September 21, 2010, the Borrower, the Administrative Agent and the Lenders amended the Credit Agreement to, among other things, account for the termination of the First Lien Bridge Credit Facility.

The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term A Loans in an initial aggregate amount of $300,000,000, (ii) Term B Loans in an initial aggregate amount of $1,700,000,000 and (iii) Revolving Credit Commitments in an initial aggregate amount of $300,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.

Definitions and Accounting Terms

Section 1.01. Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“2011 Notes” means the £150,000,000 8% Notes due 2011 of Tomkins plc.

“2015 Notes” means the £250,000,000 6.125% Notes due 2015 of Tomkins Finance plc.

“Acceptable Price” has the meaning set forth in Section 2.05(c)(iii).

“Acceptance Date” has the meaning set forth in Section 2.05(c)(ii).

“Acquired Business” means Target and its Subsidiaries.

“Acquisition” has the meaning set forth in the preliminary statements hereto.

“Administrative Agent” means Citibank, N.A., in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire substantially in the form of Exhibit P.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Affiliated Lender” means any Debt Fund Affiliate, Non-Debt Fund Affiliate or Purchasing Borrower Party.

“Affiliated Lender Assignment and Assumption” has the meaning set forth in Section 10.07(k).

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Co-Documentation Agents and the Supplemental Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Alternative Currency” means each of Euro and each other currency (other than Dollars) that is approved in accordance with Section 1.12.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“Anti-Terrorism Laws” means any Applicable Law related to terrorism financing or money laundering including the USA Patriot Act, The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001).

“Applicable Discount” has the meaning set forth in Section 2.05(c)(iii).

 

-2-

“Applicable ECF Percentage” means, for any fiscal year, (a) 50% if the Total Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is greater than or equal to 3.00:1.00, (b) 25% if the Total Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is less than 3.00:1.00 and greater than or equal to 2.00:1.00 and (c) 0% if the Total Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is less than 2.00:1.00.

“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

“Applicable Rate” means a percentage per annum equal to:

(a) with respect to Term B Loans, (A) for Eurocurrency Rate Loans, 4.50% and (B) for Base Rate Loans, 3.50%; and

(b) with respect to Term A Loans, Revolving Credit Loans, unused Revolving Credit Commitments and Letter of Credit fees, (i) until delivery of financial statements for the first full fiscal quarter commencing after the Closing Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, 4.25%, (B) for Base Rate Loans, 3.25%, (C) for Letter of Credit fees, 4.25% and (D) for unused commitment fees, 0.75% and (ii) thereafter, the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

 

Applicable Rate

Pricing Level

    Total
Leverage Ratio		    Eurocurrency Rate and
Letter of Credit Fees		   Base Rate   Unused
Commitment
Fee Rate
1    >3.50:1    4.25%   3.25%   0.75%
2    <3.50:1 and >2.75:1    4.00%   3.00%   0.75%
3    <2.75:1    3.75%   2.75%   0.50%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that, at the option of the Administrative Agent or the Required Lenders, the highest pricing level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

In the event that any financial statements under Section 6.01 or a Compliance Certificate is shown to be inaccurate at any time that this Agreement is in effect and any Loans or Commitments are outstanding hereunder when such inaccuracy is discovered and such inaccuracy, if corrected, would have led to a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (i) the Borrower shall promptly (and in no event later than five (5) Business Days thereafter) deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the Applicable Rate shall be determined by reference to the corrected Compliance Certificate (but in no event shall the Lenders owe any amounts to the Borrower), and (iii) the Borrower shall pay to the Administrative Agent promptly upon demand (and in no event later than five (5) Business Days after demand) any additional interest owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof. Notwithstanding anything to the contrary in this Agreement, any additional interest hereunder shall not be due and payable until demand is made for such payment pursuant to clause (iii) above and accordingly, any nonpayment of such interest as result of any such inaccuracy shall not constitute a Default (whether

 

-3-

retroactively or otherwise), and no such amounts shall be deemed overdue (and no amounts shall accrue interest at the Default Rate), at any time prior to the date that is five (5) Business Days following such demand.

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuer and (ii) the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the relevant Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Fund” means any Fund that is administered, advised or managed by a Lender or an Affiliate of the entity that administers, advises or manages any Fund that is a Lender.

“Assignees” has the meaning set forth in Section 10.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with IFRS-EU.

“Audited Financial Statements” means the audited consolidated balance sheets of the Target and its Subsidiaries as of each of January 3, 2009 and January 2, 2010, and the related audited consolidated statements of operations and of cash flows for the Target and its Subsidiaries for the fiscal years ended December 29, 2007, January 3, 2009 and January 2, 2010.

“Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii).

“Bankruptcy Code” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest per annum determined from time to time by the Administrative Agent as its “prime rate” in effect at its principal office in New York City and (c) 1.00% plus the Eurocurrency Rate applicable to one month Interest Periods on the date of determination of the Base Rate (which Eurocurrency Rate shall be deemed to be not less than 1.75%). The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such determined rate. Any change in the Base Rate due to a change in such “prime rate” shall be effective as of the opening of business on the effective day of such change in the “prime rate.”

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning set forth in the preamble hereto. References herein and in the other Loan Documents to the Borrower shall be deemed to refer to the LLC Co-Borrower and the Corporate Co-Borrower, jointly and shall also include any Successor Company pursuant to a transaction permitted by Section 7.04(d).

“Borrower Materials” has the meaning set forth in Section 6.01.

 

-4-

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, a Term A Borrowing or a Term B Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and if such day relates to any Eurocurrency Rate Loan, means any such day on which dealings in deposits are conducted by and between banks in the London interbank eurodollar market.

“CapEx Pull-Forward Amount” has the meaning set forth on Section 7.10(c)(ii).

“Capital Expenditures” means, for any period, the aggregate, without duplication, of (a) all expenditures (whether paid in cash or accrued as liabilities) by Holdings and its Restricted Subsidiaries during such period that, in conformity with IFRS-EU, are or are required to be included as additions during such period to property, plant or equipment and other charges (paid or accrued) representing costs to acquire property, plant or equipment included in Capital Expenditures reflected in the consolidated balance sheet of Holdings and its Restricted Subsidiaries and (b) the value of all assets under Capitalized Leases incurred by Holdings and its Restricted Subsidiaries during such period (other than as a result of purchase accounting); provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration, repair or improvement of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored, repaired or improved or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment solely to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that are accounted for as capital expenditures by Holdings or any Restricted Subsidiary and that actually are paid for by a Person other than Holdings or any Restricted Subsidiary and for which neither Holdings nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (v) expenditures that constitute Permitted Acquisitions, (vi) any capitalized interest expense reflected as additions to property, plant or equipment in the consolidated balance sheet of Holdings and the Restricted Subsidiaries, (vii) any non-cash compensation or other non-cash costs reflected as additions to property, plant or equipment in the consolidated balance sheet of Holdings and the Restricted Subsidiaries, (viii) the book value of any asset owned by such person prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided, that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired or (ix) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (A) used or surplus equipment traded in at the time of such purchase and (B) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

 

-5-

“Capitalized Leases” means all leases that have been or are required to be, in accordance with IFRS-EU, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability on a balance sheet (excluding the notes thereto) in accordance with IFRS-EU.

“Cash Collateral” has the meaning set forth in Section 2.03(g).

“Cash Collateral Account” means a deposit account at a commercial bank selected by the Administrative Agent in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning set forth in Section 2.03(g).

“Cash Equivalents” means:

(1) U.S. dollars, pounds sterling, euros, the national currency of any participating member state of the Pre-Expansion European Union or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(2) securities issued or directly and fully guaranteed or insured by the government of the United States or any country that is a member of the Pre-Expansion European Union or any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500 million, or the foreign currency equivalent thereof, and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper issued by a corporation (other than an Affiliate of the Borrower) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

(6) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7) Indebtedness issued by Persons (other than the Investors) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition;

(8) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above; and

(9) instruments equivalent to those referred to in clauses (1) through (7) above denominated in Euro or pound sterling or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with (a) any business conducted

 

-6-

by any Restricted Subsidiary organized in such jurisdiction or (b) any Investment in the jurisdiction where such Investment is made.

“Cash Management Obligations” means obligations owed by Holdings or any Restricted Subsidiary to any Lender or any Affiliate of a Lender (or Person that was a Lender or an Affiliate of a Lender at the time such arrangement was entered into) (a “Cash Management Bank”) in respect of any overdraft and related liabilities arising from treasury, depository, credit card, debit card and cash management services or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by Holdings or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace, restore or repair such equipment, fixed assets or real property.

“Certain Funds Period” means the period (a) beginning on the Effective Date and (b) ending on the earlier of (1) the date that falls 14 days after the Filing Date and (2) the date on which a Scheme Mandatory Cancellation Event occurs.

“Change of Control” shall be deemed to occur if:

(a) at any time prior to a Qualified IPO, the Investors shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Effective Date), directly or indirectly, in the aggregate Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings;

(b) at any time after a Qualified IPO, (x) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Effective Date), other than the Investors, directly or indirectly, shall have acquired, directly or indirectly, beneficial ownership of 35% or more on a fully diluted basis of the voting interest in Holdings’ Equity Interests and (y) the Investors shall own, in the aggregate, directly or indirectly, less than such person or “group” on a fully diluted basis of the voting interest in Holdings’ Equity Interests or any direct or indirect parent of Holdings;

(c) a “change of control” (or similar event) shall occur under the Second Lien Bridge Credit Facility or the Second Lien Notes; or

(d) Holdings shall cease to own, directly or indirectly, 100% of the Equity Interests of the Borrower.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders, Term A Lenders or Term B Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments, Term A Commitments or Term B Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans, Term A Loans or Term B Loans.

“Closing Date” means the first date on which all the conditions precedent in Section 4.02 are satisfied or waived in accordance with Article IV and on which the Borrowings are advanced.

“Closing Fee” has the meaning set forth in Section 2.09(c).

“Co-Documentation Agents” means Citigroup Global Markets Inc.; Barclays Bank PLC; RBC Capital Markets; and UBS Securities LLC.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

 

-7-

“COLI Loan” means those certain loans borrowed from time to time by The Gates Corporation against group life insurance policies from Mass Mutual (or any successor thereto) and the associated group life insurance policies.

“Collateral” means the “Collateral” as defined in the U.S. Security Agreement and all the “Collateral” or “Pledged Assets” as defined in any other Collateral Document and any other assets pledged or in which a Lien is granted pursuant to any Collateral Document, including, without limitation, the Mortgaged Property.

“Collateral Agent” means Citicorp USA, Inc., in its capacity as collateral agent or pledgee in its own name under any of the Loan Documents, or any successor collateral agent.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(a) on the Effective Date, (i) the Administrative Agent shall have received the Collateral Documents to the extent required to be delivered on the Effective Date pursuant to Section 4.01(e), subject to the limitations and exceptions of this Agreement, duly executed by each Loan Party party thereto and (ii) the Obligations shall have been secured by a perfected security interest in, and Mortgages on, the Collateral, Material Real Property and proceeds of the foregoing), in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction);

(b) on the Closing Date, the Collateral Agent shall have received certificates, if any, representing the Shares (as defined in the English Share Charge) together with an executed but undated stock transfer form;

(c) on the Post-Closing Collateral Date and at all times thereafter (subject to Section 6.11) the Obligations shall have been secured by a first-priority security interest in all Equity Interests of each Restricted Subsidiary of Holdings that is directly owned by any Loan Party and not an Excluded Subsidiary, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction);

(d) on the Post-Closing Collateral Date and at all times thereafter (subject to Section 6.11 and to the extent customary and appropriate (as determined by the Administrative Agent in its reasonable discretion) in the applicable jurisdiction) the Obligations shall have been secured by a perfected security interest in, and Mortgages on, the Collateral, Material Real Property and proceeds of the foregoing), in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents;

(e) on the Post-Closing Collateral Date and at all times thereafter (subject to Section 6.11) subject to limitations and exceptions of this Agreement and the Collateral Documents, to the extent a security interest in and Mortgages on any Material Real Property is required under Section 6.11 or 6.13 (each, a “Mortgaged Property”), the Administrative Agent shall have received, to the extent customary and appropriate (as determined by the Administrative Agent in its reasonable discretion) in the applicable jurisdiction, (i) counterparts of a Mortgage with respect to such Mortgaged Property duly executed and delivered by the record owner of such property in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and subsisting perfected first-priority Lien (subject only to Liens permitted pursuant to Section 7.01) on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to 100% of the fair market value of the property at the time the Mortgage is entered into if such limitation results in such mortgage tax being calculated based upon such fair market value), (ii) in the case of any such Mortgaged Property located in the United States or to the extent customary in the jurisdiction of where such Mortgaged Property is located, fully paid policies of title insurance (or marked-

 

-8-

up title insurance commitments having the effect of policies of title insurance) on the Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties and respective successors and assigns (the “Mortgage Policies”) issued by a nationally recognized title insurance company reasonably acceptable to the Administrative Agent in form and substance and in an amount reasonably acceptable to the Administrative Agent (not to exceed 100% of the fair market value of the real properties covered thereby), insuring the Mortgages to be valid subsisting first-priority Liens on the property described therein, free and clear of all Liens other than Liens permitted pursuant to Section 7.01 and other Liens reasonably acceptable to the Administrative Agent, each of which shall (A) to the extent reasonably necessary, include such reinsurance arrangements (with provisions for direct access, if reasonably necessary) as shall be reasonably acceptable to the Collateral Agent, (B) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and (C) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit (if available after the applicable Loan Party uses commercially reasonable efforts), doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, address, separate tax lot and so-called comprehensive coverage over covenants and restrictions; provided, however, the applicable Loan Party shall not be obligated to obtain a “creditor’s rights” endorsement), (iii) legal opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, reasonably acceptable to the Administrative Agent and the Collateral Agent as to such matters as the Administrative Agent and the Collateral Agent may reasonably request, (iv) in the case of any such Mortgaged Property located in the United States or to the extent customary in the jurisdiction of where such Mortgaged Property is located, a survey or express map of each Mortgaged Property sufficient in form to delete the standard survey exception in the title insurance policy insuring the Mortgage and provide the Collateral Agent with endorsements to such policy as shall be reasonably requested by the Collateral Agent and (v) a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto), duly executed and acknowledged by the appropriate Loan Parties, and (vi) in the case of any such Mortgaged Property located in the United States or to the extent customary in the jurisdiction of where such Mortgaged Property is located, a copy of a certificate as to coverage under the insurance policies required by Section 6.07 including, without limitation, flood insurance policies and the applicable provisions of the Collateral Documents, each of which shall be endorsed or otherwise amended to include a “Standard” or “New York” lender’s loss payable or mortgage endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance satisfactory to the Administrative Agent; and

(f) each Restricted Subsidiary of Holdings that is not an Excluded Subsidiary shall become a Guarantor and signatory to this Agreement pursuant to a joinder agreement in accordance with Section 6.11 and a party to the applicable Collateral Documents in accordance with Section 6.11.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:

(A) the foregoing definition shall not require, unless otherwise stated in this clause (A), the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance or taking other actions with respect to, (i) any fee owned real property (other than Material Real Properties) and any leasehold rights and interests in real property that is not Material Real Property (including landlord waivers, estoppels and collateral access letters), (ii) any rights of a Loan Party with respect to any contract, lease, license or other agreement if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation (including a breach or default) of, a restriction in respect of, or result in the abandonment, invalidation or unenforceability of, such rights in favor of a third party or in conflict with any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained or (y) expressly give any other party (other than another Loan Party or its

 

-9-

Affiliates) in respect of any such contract, lease, license or other agreement, the right to terminate its obligations thereunder; provided, however, that the limitation set forth in this clause (ii) shall not affect, limit, restrict or impair the grant by a Loan Party of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable Law, including the UCC; provided, further, that, at such time as the condition causing the conditions in subclauses (x) and (y) of this clause (ii) shall be remedied, whether by contract, change of law or otherwise, the contract, lease, instrument, license or other documents shall immediately cease to be an excluded pursuant to this clause (ii), and any security interest that would otherwise be granted herein shall attach immediately to such contract, lease, instrument, license or other agreement, or to the extent severable, to any portion thereof that does not result in any of the conditions in subclauses (x) or (y) above, (iii) any assets to the extent and for so long as the pledge of or security interest in such assets is prohibited by law and such prohibition is not overridden by the UCC or other applicable law, (iv) any Trademark applications filed in the USPTO on the basis of such Grantor’s “intent-to-use” such Trademark, unless and until acceptable evidence of use of such Trademark has been filed with and accepted by the USPTO pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability, validity, or other rights in such Trademark application, (v) assets owned by any Loan Party on the date hereof or hereafter acquired that are subject to a Lien of the type described in Section 7.01(r), (t) and (x) (to the extent relating to Liens originally incurred pursuant to Section 7.01(r) or (t)) that is permitted to be incurred pursuant to this Agreement, if and to the extent that the contract or other agreement pursuant to which such Lien is granted or to which such assets are subject (or the documentation relating thereto) prohibits the creation of any other Lien on such asset, (vi) any particular assets if, in the reasonable judgment of the Borrower evidenced in writing and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), creating a pledge thereof or security interest therein to the Collateral Agent for the benefit of the Secured Parties would result in any material adverse tax consequences to Holdings or its Restricted Subsidiaries; and (vii) any particular assets if, in the reasonable judgment of the Administrative Agent, determined in consultation with the Borrowers and evidenced in writing, the burden, cost or consequences (including any adverse tax consequences) to Holdings or its Restricted Subsidiaries of creating or perfecting such pledges or security interests in such assets in favor of the Collateral Agent for the benefit of the Secured Parties is excessive in relation to the benefits to be obtained therefrom by the Secured Parties;

(B) in the case of any Domestic Loan Party or any Foreign Loan Party in a jurisdiction with similar requirements as the United States, (i) the foregoing definition shall not require control agreements and perfection by “control” with respect to any Collateral (including deposit accounts, securities accounts, etc.) other than certificated Equity Interests of the Borrower and, to the extent constituting Collateral, its Restricted Subsidiaries that are Domestic Subsidiaries; (ii) except to the extent that perfection and priority may be achieved by the filing of a financing statement under the Uniform Commercial Code with respect to the Borrower or a Guarantor, or, with respect to real property and the recordation of Mortgages in respect thereof, as contemplated by clauses (c) and (d) above, the Loan Documents shall not contain any requirements as to perfection or priority with respect to any assets or property described in this clause (B); (iii) the foregoing definition shall not require taking any steps to indicate any security interest on the certificate of title for any motor vehicle or other asset that is covered by a certificate of title; and (iv) the foregoing definition shall not require the making of any fixture filings with respect to fixtures or as-extracted collateral;

(C) the Administrative Agent in its discretion may grant extensions of time for the creation or perfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including extensions beyond the Closing Date or Post-Closing Collateral Date) or any other compliance with the requirements of this definition where it reasonably determines in writing, in consultation with the Borrower, that the creation or perfection of security interests and Mortgages on, or obtaining of title insurance or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished without undue delay, burden or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents;

 

-10-

(D) with respect to any stock pledge, such pledge shall not apply to voting stock of (x) any Subsidiary which is a first-tier Foreign Subsidiary of a Domestic Loan Party or (y) any U.S.-Owned DRE, in each case of clause (x) or (y) representing in excess of 65% of the total voting power of all outstanding voting stock of such Subsidiary or such U.S.-Owned DRE but shall apply to (A) 100% of the Equity Interests not constituting voting stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as voting stock for this purpose and (B) 100% of the Equity Interests of any Subsidiary that is a first-tier Foreign Subsidiary of a Foreign Loan Party unless doing so would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code, which investment would or could reasonably be expected to trigger a material increase in the amounts included in gross income of a United States shareholder of such Subsidiary pursuant to Section 951 (or a successor provision) of the Code, as reasonably determined by the Borrower; and

(E) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in this Agreement and the Collateral Documents and the Collateral Documents will be drafted or may be amended in accordance with Section 10.01, including the final paragraph thereof.

“Collateral Documents” means, collectively, the U.S. Security Agreement, the English Share Charge, each of the Mortgages, collateral assignments, security agreements, pledge agreements, intellectual property security agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 4.01, Section 6.11 or Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Commitment” means a Term A Commitment, a Term B Commitment or a Revolving Credit Commitment of any Class, as the context may require.

“Commitment Fee” has the meaning set forth in Section 2.09(a).

“Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Companies Act” means the Companies Act 2006 of England and Wales, as amended.

“Companies House” means the Registrar of Companies at the Companies House, an executive agency of the UK Department of Trade and Industry.

“Company Reorganization” means the series of transactions described in the “Project Bronco” restructuring slides set forth on Schedule 1.01B hereto, as amended, supplemented or otherwise modified prior to the Closing Date; provided that any such amendments, supplements or modifications shall be reasonably acceptable to the Initial Lenders.

“Compensation Period” has the meaning set forth in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under IFRS-EU.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus:

 

-11-

(a) without duplication and, except with respect to clause (vii) below, to the extent deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period with respect to Holdings and its Restricted Subsidiaries:

(i) total interest expense determined in accordance with IFRS-EU (including, to the extent deducted and not added back in computing Consolidated Net Income, (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest payments, (d) the interest component of capitalized lease obligations, (e) net payments, if any, pursuant to interest rate Swap Contracts with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (g) any changes in interest rates in any of the Acquired Business’ banking agreements existing on the Closing Date resulting from a change of control, (h) the interest component of any pension or other post employment benefit expense and (i) any expensing of bridge, commitment and other financing fees) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds (whether amortized or immediately expensed);

(ii) provision for taxes based on income, profits or capital of Holdings and its Restricted Subsidiaries, including, without limitation, federal, state, franchise, excise and similar taxes (such as Delaware franchise tax) and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations;

(iii) depreciation and amortization (including amortization of intangible assets and deferred financing fees or costs);

(iv) severance, relocation costs and expenses, business optimization costs and expenses, Transaction Expenses, integration costs, transition costs, facility start-up costs, consolidation and closing costs for facilities, costs incurred in connection with any strategic initiatives, costs incurred in connection with acquisitions after the Closing Date and other restructuring charges, accruals or reserves (including restructuring costs related to acquisitions after the Closing Date and to closure/consolidation of facilities, retention charges and excess pension charges); provided that the aggregate amount of all items added back pursuant to this clause (iv) (other than Transaction Expenses incurred, accrued or paid no later than the end of the first full fiscal quarter ending after the Closing Date) in any period of four consecutive fiscal quarters shall not to exceed 10.0% of Consolidated EBITDA (prior to giving effect to this clause (iv)) for such period of four consecutive fiscal quarters;

(v) the amount of management, monitoring, consulting and advisory fees (or any accruals relating to such fees and related expenses) during such period to the extent permitted under Section 7.08 in an aggregate amount of all items deducted pursuant to this clause (v) not to exceed $3,000,000 in any period of four consecutive fiscal quarters plus any related expenses paid or accrued to the Investors;

(vi) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings or its Restricted Subsidiaries or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests) solely to the extent such cash proceeds are excluded from the calculation of Cumulative Credit;

(vii) the amount of “run-rate” cost savings, operating improvements and operating expense reductions projected by the Borrower in good faith to be realized as a result of specified actions taken or committed to be taken during such period (calculated as though such cost savings,

 

-12-

operating improvements and operating expense reductions had been realized on the first day of such period and as if such cost savings, operating improvements and operating expense reductions were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02(a), certifying that (x) such cost savings and operating expense reductions are reasonably expected and factually supportable in the good faith judgment of the Borrower and (y) such actions are to be taken within 12 months after the consummation of the acquisition, Disposition, restructuring or the implementation of an initiative, which is expected to result in such cost savings and expense reductions, (B) no cost savings or operating expense reductions shall be added pursuant to this clause (vii) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) the aggregate amount of cost savings and operating expense reductions (other than in respect of Dispositions) added back pursuant to this clause (vii) in any period of four consecutive fiscal quarters shall not exceed (1) with respect to any individual acquisition, 10.0% of the Consolidated EBITDA attributable to such acquired entity or assets for such period of four consecutive fiscal quarters and (2) with respect to all initiatives under this clause (vii), 10.0% of Consolidated EBITDA (prior to giving effect to the add back of any items described in this clause (vii)) in the aggregate for any period of four consecutive fiscal quarters and (D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (vii) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings and operating expense reductions;

(viii) any net loss from disposed, abandoned or discontinued operations and product lines;

(ix) non-cash expenses, charges and losses (including impairment charges or asset write-offs, losses from investments recorded using the equity method, stock-based awards compensation expense), in each case other than any non-cash charge representing amortization of a prepaid cash item that was paid and not expensed in a prior period; provided that if any non-cash charges referred to in this clause (ix) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid;

(x) any losses, and all fees, expenses and charges, attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person in each case other than in the ordinary course of business, as determined in good faith by the Borrower;

(xi) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back; and

(xii) nonrecurring items considered unusual and non-operating in nature;

less

(b) without duplication and to the extent included in arriving at such Consolidated Net Income, (i) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period), (ii) any net gain from disposed, abandoned or discontinued operations and (iii) any net after-tax effect of gains attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person in each case other than in the ordinary course of business, as determined in good faith by the Borrower;

 

-13-

provided that:

(A) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA (x) currency translation gains and losses due solely to fluctuations in currency values and the related tax effects (including the net loss or gain (i) resulting from Swap Contracts for currency exchange risk and (ii) resulting from intercompany indebtedness) and (y) gains or losses on Swap Contracts;

(B) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Financial Accounting Standards Accounting Codification No. 815 – Derivatives and Hedging and International Accounting Standard No. 39 and their respective related pronouncements and interpretations;

(C) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any income (loss) for such period attributable to the early extinguishment of (i) Indebtedness, (ii) obligations under any Swap Contracts or (iii) other derivative instruments; and

(D) there shall be excluded in determining Consolidated EBITDA for any period any after-tax effect of non-recurring items (including gains or losses and all fees and expenses relating thereto) relating to curtailments or modifications to pension and post-retirement employee benefit plans for such period.

Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes (x) any of the fiscal quarters ended January 2, 2010 and April 3, 2010 and the second quarter of the 2010 fiscal year of Holdings, Consolidated EBITDA for such fiscal quarters shall be $123,300,000, $166,500,000 and $196,800,000, respectively or (y) any other period occurring prior to the Closing Date, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the Transactions.

“Consolidated First Lien Secured Debt” means, as of any date of determination, Consolidated Total Debt that is secured by a Lien on any assets of Holdings or any of its Restricted Subsidiaries that is not expressly subordinated to the Lien granted under the Collateral Documents to the Collateral Agent for the benefit of the Lenders in all respects.

“Consolidated Interest Expense” means, for any period, the sum, without duplication, of (i) the cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of Holdings and its Restricted Subsidiaries, determined on a consolidated basis in accordance with IFRS-EU, with respect to all outstanding Indebtedness of Holdings and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net cash costs under interest rate Swap Contracts, (ii) any dividends or distributions in respect of Disqualified Equity Interests and (iii) any cash payments made during such period in respect of obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period, but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, (c) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments pursuant to Financial Accounting Standards Accounting Codification No. 815 – Derivatives and Hedging and International Accounting Standard No. 39, (d) any cash costs associated with breakage in respect of hedging agreements for interest rates, (e) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with IFRS-EU, (f) fees and expenses associated with the consummation of the Transaction, (g) annual agency fees paid to the Administrative Agent and/or Collateral Agent, (h) costs associated with obtaining interest rate Swap Contracts and (i) the interest component of any pension or other post employment benefit expense. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense (i) for any period ending prior to the first anniversary of the Effective Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Effective Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Effective Date through the date of determination and (ii)

 

-14-

shall exclude the purchase accounting effects described in the last sentence of the definition of “Consolidated Net Income.”

“Consolidated Net Income” means, for any period, the net income (loss) attributable to Holdings and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with IFRS-EU, provided, however, that, without duplication,

(a) extraordinary items (including gains or losses and all fees and expenses relating thereto) for such period (which, solely for purposes of calculating Excess Cash Flow, shall be the after-tax effect of such extraordinary items) shall be excluded;

(b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income shall be excluded;

(c) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated on or prior to the Effective Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful shall be excluded;

(d) accruals and reserves, that are established or adjusted within twelve months after the Closing Date that are so required to be established or adjusted as a result of the Transactions in accordance with IFRS-EU or changes as a result of adoption or modification of accounting policies in accordance with IFRS-EU shall be excluded;

(e) the net income (loss) for such period of any Person that is not a Subsidiary of Holdings, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of Holdings shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to Holdings or a Restricted Subsidiary thereof in respect of such period;

(f) any impairment charge, goodwill write-off or asset write-off, including impairment charges or asset write-offs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to IFRS-EU, and the amortization of intangibles arising pursuant to IFRS-EU shall be excluded;

(g) any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the Target or any of its direct or indirect parents in connection with the Transactions, shall be excluded;

(h) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days), shall be excluded;

(i) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed

 

-15-

by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption shall be excluded;

(j)(i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included;

(k) non-cash charges for deferred tax asset valuation allowances shall be excluded; and

(l) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s assets are acquired by Holdings or any of its Restricted Subsidiaries shall be excluded (except to the extent required for any calculation of Consolidated EBITDA on a Pro Forma Basis in accordance with Section 1.09).

For the avoidance of doubt, revenue will be accounted for on a IFRS-EU basis and the recognition of any deferred revenue will be included in Consolidated Net Income in the same period as recognized for IFRS-EU.

There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments (including the effects of such adjustments pushed down to Holdings and its Restricted Subsidiaries) in component amounts required or permitted by IFRS-EU (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, post-employment benefits, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Effective Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of Holdings and its Restricted Subsidiaries outstanding on such date (consisting of Indebtedness for borrowed money, Attributable Indebtedness, and debt obligations evidenced by promissory notes or similar instruments but (x) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition, (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire principal amount thereof and (z) excluding Indebtedness in respect of letters of credit (including Letters of Credit), except to the extent of unreimbursed amounts thereunder) in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with IFRS-EU.

“Consolidated Working Capital” means, with respect to Holdings and its Restricted Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that, increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with IFRS-EU of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

“Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow.”

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning set forth in the definition of “Affiliate.”

 

-16-

“Coop Shareholder Agreement” means the Shareholders Agreement Pertaining to Pinafore Coöperatief U.A. and Pinafore Holdings B.V. dated as of or about the Closing Date, substantially in the form delivered to the Joint Lead Arrangers on September 20, 2010.

“Corporate Co-Borrower” has the meaning set forth in the preamble hereto.

“Court Order” means an order of an English court of competent jurisdiction sanctioning the Scheme under Part 26 of the Companies Act and, if applicable, confirming the reduction of share capital of Target under Part 17 of the Companies Act.

“Court Meeting” means the meeting(s) of the holders of the Target Shares to be convened by order of the High Court of Justice of England and Wales pursuant to section 896 of the Companies Act for the purpose of approving the Scheme.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Credit” means, at any time, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a) the Cumulative Retained Excess Cash Flow Amount at such time, plus

(b) the Equity Credit at such time; plus

(c) without duplication of any amounts that otherwise increased the amount available for Investments pursuant to Section 7.02, 100% of the aggregate amount received by Holdings or any of its Restricted Subsidiaries in cash and Cash Equivalents from:

(i) the sale (other than to Holdings or any such Restricted Subsidiary) of any Equity Interests of an Unrestricted Subsidiary or any minority Investments, or

(ii) any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority Investments, or

(iii) any interest, returns of principal, repayments and similar payments by such Unrestricted Subsidiary or received in respect of any minority Investments, plus

(d) in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, the fair market value of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), in each case to the extent such Investments correspond to the designation of a Subsidiary as an Unrestricted Subsidiary pursuant to Section 6.14 and were originally made using the Cumulative Credit pursuant to Section 7.02(l)(y), plus

(e) an amount equal to the net reduction in Investments made pursuant to Section 7.02(l)(y) in respect of any returns in cash and Cash Equivalents (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the Borrower or any Restricted Subsidiary from such Investments, minus

(f) any amount of the Cumulative Credit used to make Investments pursuant to Section 7.02(l)(y) after the Effective Date and prior to such time, minus

(g) any amount of the Cumulative Credit used to make Restricted Payments pursuant to Section 7.06(g) after the Effective Date and prior to such time, minus

 

-17-

(h) any amount of the Cumulative Credit used to make payments or distributions in respect of Junior Financings pursuant to Section 7.12(a)(iv)(x) after the Effective Date and prior to such time, minus

(i) any amount of the Cumulative Credit used to make Capital Expenditures pursuant to Section 7.10(c)(iii) after the Effective Date and prior to such time.

“Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for each Excess Cash Flow Period ending after the Closing Date and prior to such date.

“Current Assets” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash and Cash Equivalents) that would, in accordance with IFRS-EU, be classified on a consolidated balance sheet of Holdings and its Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits (but excluding assets held for sale, loans (permitted) to third parties, Pension Plan assets, deferred bank fees and derivative financial instruments).

“Current Liabilities” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with IFRS-EU, be classified on a consolidated balance sheet of Holdings and its Restricted Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) the current portion of interest, (c) accruals for current or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves, (e) deferred revenue, (f) Pension Plan liabilities and (g) any Revolving Credit Exposure or Revolving Credit Loans.

“Debt Fund Affiliate” means an Affiliate of one or more of the Investors (other than a natural person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which the Investors do not, directly or indirectly, possess the power to direct the investment policies of such entity.

“Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning set forth in Section 2.05(b)(viii).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means, at any time, a Lender which (i) has notified the Borrower that such Lender failed for one or more Business Days to comply with its obligations under this Agreement to make a Term Loan, Revolving Credit Loan, make a payment to the L/C Issuer in respect of an L/C Obligation and/or make a payment to the Swing Line Lender in respect of a Swing Line Loan (each a “Lender Funding Obligation”), (ii) has notified the Administrative Agent, or has stated publicly, that it will not comply with any such Lender Funding Obligation hereunder, or has defaulted on its Lender Funding Obligations under any other loan agreement or credit agreement or other similar agreement generally, (iii) has, for three or more Business Days, failed to confirm in writing to the Administrative Agent, in response to a written request of the Administrative Agent, that it will comply

 

-18-

with its Lender Funding Obligations hereunder, or (iv) a Lender Insolvency Event has occurred and is continuing with respect to such Lender (provided that neither the reallocation of Lender Funding Obligations provided for in Section 2.15 as a result of a Lender being a Defaulting Lender nor the performance by Non-Defaulting Lenders of such reallocated Lender Funding Obligations will by themselves cause the relevant Defaulting Lender to become a Non-Defaulting Lender). Any determination that a Lender is a Defaulting Lender under clauses (i) through (iv) above will be made by the Administrative Agent in its sole discretion acting in good faith.

“Designation Date” has the meaning set forth in Section 6.14.

“Discount Range” has the meaning set forth in Section 2.05(c)(ii).

“Discounted Prepayment Option Notice” has the meaning set forth in Section 2.05(c)(ii).

“Discounted Voluntary Prepayment” has the meaning set forth in Section 2.05(c)(i).

“Discounted Voluntary Prepayment Notice” has the meaning set forth in Section 2.05(c)(v).

“Disposition” or “Dispose” means the sale, transfer or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term B Loans; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof), the Borrower or the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or the Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided further that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests) prior to such date shall be deemed to be Disqualified Equity Interests.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“Domestic Loan Party” means any Loan Party that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

 

-19-

“Effective Date” means July 27, 2010.

“Eligible Assignee” means any Assignee of any rights or obligations under this Agreement by a Lender pursuant to an assignment made in accordance with Section 10.07(b) and, in the case of any Affiliated Lender, Section 10.07(k) or, in the case of any Purchasing Borrower Party, Section 2.05(c).

“Embargoed Person” shall mean any party that (i) is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or (ii) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Applicable Law.

“Employee Benefit Plan” means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is sponsored or contributed to by, or maintained for the employees of, any Loan Party or any ERISA Affiliate or (b) any Pension Plan or Multiemployer Plan.

“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“English Share Charge” means the English Share Charge, substantially in the form of Exhibit H.

“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such as wetlands, flora and fauna.

“Environmental Laws” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards and regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the Environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, transportation, handling, reporting, Release or threat of Release of Hazardous Materials.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities), of the Loan Parties or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Contribution” has the meaning set forth in the preliminary statements hereto.

“Equity Credit” means, at any time, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a) the cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Equity Interests of Holdings or of any direct or indirect parent of Holdings after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as equity to the capital of Holdings (other than Disqualified Equity Interests of Holdings) and (ii) the Equity Interests of Holdings (or of Holdings or of any direct or indirect parent of Holdings) (other than Disqualified

 

-20-

Equity Interests of Holdings) issued upon conversion of Indebtedness incurred after the Closing Date of Holdings or any of its Restricted Subsidiaries owed to a Person other than a Loan Party or a Restricted Subsidiary of a Loan Party, in the case of each of subclause (i) and subclause (ii), not previously applied for a purpose (including a Specified Equity Contribution) other than use in the Cumulative Credit; plus

(b) 100% of the aggregate amount of contributions to the capital of Holdings (other than from a Restricted Subsidiary or Disqualified Equity Interests of Holdings) received in cash and Cash Equivalents after the Closing Date other than from a Specified Equity Contribution; minus

(c) any amount applied to make Investments pursuant to Section 7.02(l)(z) or prepay, redeem, purchase, defease or otherwise pay Junior Financing pursuant to Section 7.12(a)(iv)(y) after the Effective Date and prior to such time;

provided that no amount shall be deemed to be Equity Credit to the extent it is included in Cumulative Credit pursuant to clause (b) of the definition thereof and elected to be applied as Cumulative Credit used in Sections 7.02(l)(y), 7.06(g), 7.10(c)(iii) and 7.12(a)(iv)(x) in each case prior to such time.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended or modified from time to time.

“ERISA Affiliate” means any Person who together with any Loan Party or any of its Subsidiaries is treated as a single employer within the meaning of Section 414(b) or (c) of the Code (and Section 414(m) or (o) for purposes of Section 412 of the Code) or Section 4001(b) of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan; (e) the occurrence of an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan, or the failure to make a required contribution to a Multiemployer Plan; (f) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code, whether or not waived; (g) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to a Loan Party or any Restricted Subsidiary; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate.

“Escrow Account” means an escrow account held at an institution reasonably acceptable to the Joint Lead Arrangers provided for under an escrow agreement in form and substance reasonably satisfactory to the Joint Lead Arrangers which will provide, among other things, that release of funds from the Escrow Account shall be only for the following purposes: (i) payment of the 2015 Notes as a result of the tender offer for such notes or the exercise by the holder thereof of its right to require the issuer thereof to redeem such notes as a result of the Acquisition; and (ii) to satisfy the provisions of Section 2.05(b)(v) hereof.

“Euro” means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

 

-21-

“Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan, the greater of (a) 1.75% per annum and (b) the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Citibank, N.A. and with a term equivalent to such Interest Period would be offered by Citibank, N.A.’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.

“Event of Default” has the meaning set forth in Section 8.01.

“Excess Cash Flow” means, for any period, an amount, not less than zero, equal to (a) the sum, without duplication, of (i) Consolidated Net Income for such period, (ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital of Holdings and its Restricted Subsidiaries for such period (other than any such decreases arising from acquisitions or dispositions by Holdings and its Restricted Subsidiaries completed during such period) and (iv) an amount equal to the aggregate net non-cash loss on Dispositions by Holdings and its Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income minus (b) the sum, without duplication, of (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (h) of the definition of Consolidated Net Income, (ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures or acquisitions of intellectual property to the extent the cost thereof is treated as a capitalized expense made in cash during such period, to the extent that such Capital Expenditures or acquisitions were financed with internally generated cash, (iii) the aggregate amount of all principal payments of Indebtedness of Holdings or its Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07 but excluding (W) all prepayments, redemptions or repurchases in respect of any Junior Financing, (X) all voluntary and mandatory prepayments of Term Loans, (Y) all prepayments of Revolving Credit Loans and Swing Line Loans made during such period and (Z) all payments in respect of any other revolving credit facility made during such period, except in the case of clause (Z) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash, (iv) an amount equal to the aggregate net non-cash gain on Dispositions by Holdings and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income, (v) increases in Consolidated Working Capital of Holdings and its Restricted Subsidiaries for such period (other than any such increases arising from acquisitions or dispositions by Holdings and its Restricted Subsidiaries during such period), (vi) scheduled cash payments by Holdings and its Restricted Subsidiaries during such period in respect of long-term liabilities of Holdings and its Restricted Subsidiaries other than Indebtedness, (vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period by Holdings and its Restricted Subsidiaries on a consolidated basis pursuant to Section 7.02 to the extent that such Investments and acquisitions were financed with internally generated cash, (viii) the amount of Restricted Payments paid during such period pursuant to Sections 7.06(e), 7.06(h) and 7.06(k) to the extent such Restricted Payments were financed with internally generated cash, (ix) the aggregate amount of expenditures actually made by Holdings and its Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, (x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment or satisfaction and discharge of Indebtedness, (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by Holdings

 

-22-

and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Investments (including Permitted Acquisitions) or Capital Expenditures or acquisitions of intellectual property (to the extent not expensed) to be consummated or made, plus any restructuring cash expenses, pension payments or tax contingency payments required to be made that have been added to Excess Cash Flow, in each case during the period of four consecutive fiscal quarters of Holdings following the end of such period; provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Investments, Capital Expenditures or acquisitions of intellectual property during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, (xii) the amount of cash taxes (including penalties and interest) paid or tax reserves set aside (without duplication and to the extent any such tax reserves are for taxes payable within twelve months) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, (xiii) cash expenditures in respect of Swap Contracts during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income, (xiv) the amount of cash payments made in respect of pensions and other post-employment benefits in such period to the extent not deducted in arriving at such Consolidated Net Income, (xv) cash payments made pursuant to or amounts netted against accounts receivable with respect to Contractual Obligations with any Governmental Authority in connection with refunds or rebates related to overhead charges or expenses, in each case, to the extent such charges or expenses are not deducted in arriving at such Consolidated Net Income, (xvi) the amount of cash and Cash Equivalents subject to cash collateral or other deposit arrangements made with respect to Letters of Credit or Swap Contracts permitted under Article VII, (xvii) cash payments made in respect of any pension or other post employment benefit liabilities and (xviii) any payment of cash to be amortized or expensed over a future period and recorded as a long-term asset. Notwithstanding anything in the definition of any term used in the definition of Excess Cash Flow to the contrary, all components of Excess Cash Flow shall be computed for Holdings and its Restricted Subsidiaries on a consolidated basis.

“Excess Cash Flow Period” means each fiscal year of Holdings commencing with the 2011 fiscal year.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Subsidiary” means (a) any Subsidiary that does not have total assets or annual revenues in excess of $2,500,000 individually or $10,000,000 in the aggregate with all other Subsidiaries excluded via this clause (a), (b) any acquired Subsidiary that is prohibited by Applicable Law or Contractual Obligations that are in existence at the time of acquisition of such Subsidiary and not entered into in contemplation thereof from guaranteeing the Obligations or if guaranteeing the Obligations of such a Subsidiary would require governmental (including regulatory) consent, approval, license or authorization (unless such consent, approval license or authorization has been obtained), (c) any U.S.-Owned DRE or Subsidiary that is a Foreign Subsidiary of a Domestic Loan Party or a direct or indirect Subsidiary of a Foreign Subsidiary of a Domestic Loan Party, (d) any Unrestricted Subsidiaries, (e) any Foreign Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom and (f) at Borrower’s election, any Subsidiary formed or acquired after the Effective Date that Holdings and its Affiliates do not, directly or indirectly, own (x) 90% or more of the total voting power of Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of such Subsidiary or (y) 90% or more of the economic interests, capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, of such Subsidiary; provided that (i) no Subsidiary that guarantees the Second Lien Bridge Credit Facilities, the Second Lien Notes or any other Junior Financing shall be deemed to be an Excluded Subsidiary at any time any such Guarantee is in effect and (ii) no Subsidiary of Holdings that is a direct or indirect parent of the Borrower shall be deemed to be an Excluded Subsidiary.

“Excluded Taxes” means, with respect to any Agent, any Lender (including any L/C Issuer), or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) any Taxes imposed on (or measured by) its net income or net profits (or any franchise or similar Taxes in lieu thereof) by a jurisdiction (or any political subdivision thereof) due to such recipient’s

 

-23-

present or former connection to such jurisdiction (other than a connection arising solely by virtue of such recipient having executed, delivered or performed its obligations under or enforced any of the Loan Documents) or, in the case of any Lender, in which its Lending Office is located, (b) any Taxes in the nature of branch profits tax within the meaning of Section 884(a) of the Code or any similar Taxes imposed by any jurisdiction described in clause (a), (c) other than for an assignee pursuant to a request by Borrower under Section 3.07 hereto, any United States federal withholding tax that is imposed on any amount payable hereunder to such Person pursuant to any Law in effect at the time such Person becomes a party to this Agreement (or designates a new Lending Office), except to the extent that such Person (or its assignor, if any) was entitled, at the time of designation of a new applicable Lending Office (or assignment), to receive additional amounts with respect to such United States federal withholding Tax pursuant to Section 3.01(a), (d) any withholding tax (including backup withholding tax) that is attributable to such Person’s failure to comply with Section 3.01(e) or (e) any Taxes that are attributable to a Lender’s failure to comply with Sections 1471 through 1474 of the Code or any regulations promulgated thereunder (the “FATCA”) to establish an exemption from withholding thereunder.

“Existing Letters of Credit” means those Letters of Credit issued and outstanding as of the Closing Date and set forth on Schedule 1.01C delivered on or before the Closing Date and reasonably acceptable to the Administrative Agent and the L/C Issuer.

“Facility” means the Term A Loans, the Term B Loans or the Revolving Credit Facility, as the context may require.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Filing Date” means the later of the date on which an office copy of the Court Order is filed at the Companies House in accordance with section 899 of the Companies Act and the date of registration of the reduction of share capital of the Target (forming part of the Scheme) by Companies House under section 649 of the Companies Act.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“First Lien Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Secured Debt as of the last day of such Test Period minus the aggregate amount of cash and Cash Equivalents (other than Restricted Cash) that is held by Holdings and its Restricted Subsidiaries as of the last day of such Test Period free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (k), (p), (q)(i) and (ii), (y) and (z), in an amount not to exceed $100,000,000 to (b) Consolidated EBITDA for such Test Period.

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

“Foreign Collateral Documents” means, collectively, the English Share Charge and each of the collateral assignments, security agreements, pledge agreements, intellectual property security agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 4.01, Section 6.11 or Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral

 

-24-

Agent for the benefit of the Secured Parties, in each case, in respect of any property or assets of a Foreign Loan Party or any Equity Interests of a Foreign Subsidiary required to be pledged pursuant to the Collateral and Guarantee Requirement.

“Foreign Loan Party” means any Loan Party that is not a Domestic Loan Party.

“Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, a Loan Party or any Restricted Subsidiary with respect to employees employed outside the United States.

“Foreign Subsidiary” means (i) any direct or indirect Subsidiary of Holdings which is not a Domestic Subsidiary and (ii) any Subsidiary of a Subsidiary that is described in clause (i) that is a Domestic Subsidiary and is not treated as a corporation for United States federal income tax purposes.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means all Indebtedness of Holdings and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” has the meaning set forth in the definition of “IFRS-EU”.

“Government Obligations” means direct non-callable and non-¬redeemable obligations (in each case, with respect to the issuer thereof) of any member state of the European Union or of the United States of America (including, in each case, any agency or instrumentality thereof), as the case may be, the payment of which is secured by the full faith and credit of the applicable member state or of the United States of America, as the case may be.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning set forth in Section 10.07(h).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered

 

-25-

into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” has the meaning set forth in Section 11.01.

“Guarantors” means Holdings and the Subsidiaries of Holdings (other than the Borrower and any Excluded Subsidiary) and any other Subsidiary that, at the option of the Borrower, issues a Guarantee of the Obligations on or after the Effective Date.

“Guaranty” means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.

“Hazardous Materials” means any substances, materials, chemicals, wastes, pollutants, contaminants or compounds in any form, including, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil or radioactive materials, regulated by, or which can give rise to liability under, any Environmental Law.

“Hedge Bank” has the meaning set forth in the definition of “Secured Hedge Agreement.”

“Holdings” means (a) on the Effective Date, Pinafore Acquisitions Limited and (b) upon and after such time as a private limited liability company (besloten vennootschap) organized in the Netherlands has directly acquired all outstanding Equity Interests of Pinafore Acquisitions Limited in connection with the Company Reorganization, such private limited liability company (besloten vennootschap); provided that (i) such private limited liability company (besloten vennootschap) shall have become a Guarantor hereunder, (ii) the Collateral and Guarantee Requirement shall be satisfied with respect to the Equity Interests of Pinafore Acquisitions Limited; and (iii) no Default would arise therefrom.

“Honor Date” has the meaning set forth in Section 2.03(c)(i).

“IFRS-EU” means International Financial Reporting Standards as endorsed by the European Union, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent the Borrower (i) has elected to report under generally accepted accounting principles in, initially, the United States of America, as in effect from time to time (“GAAP”), “IFRS-EU” shall mean generally accepted accounting principles pursuant to GAAP (provided that after such election, the Borrower cannot elect to report under International Financial Reporting Standards) or (ii) requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in IFRS-EU or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in IFRS-EU or in the application thereof, then such provision shall be interpreted on the basis of IFRS-EU as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such provision to preserve the original intent thereof in light of such change in IFRS-EU (subject to the approval of the Required Lenders); provided, further, that if reasonably requested by the Administrative Agent, the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such conversion to GAAP or change in IFRS-EU.

“Immaterial Subsidiary” has the meaning set forth in Section 8.03.

“Implementation Agreement” has the meaning set forth in the preliminary statements hereto.

“Increased Amount Date” has the meaning set forth in Section 2.14(a).

 

-26-

“Incremental Amendment” means an Incremental Amendment among the Borrower, the Administrative Agent and one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders entered into pursuant to Section 2.14.

“Incremental Amount” means, at any time, the excess, if any, of (a) $400,000,000 over (b) the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Credit Commitments established prior to such time pursuant to Section 2.14.

“Incremental Revolving Credit Commitment” means any increased or incremental Revolving Credit Commitment provided pursuant to Section 2.14.

“Incremental Revolving Credit Commitment Amount” means, at any time, the excess, if any, of (a) $100,000,000 over (b) the aggregate amount of all Incremental Revolving Credit Commitments established prior to such time pursuant to Section 2.14.

“Incremental Revolving Credit Lender” means a Lender with a Revolving Credit Commitment or an outstanding Revolving Credit Loan as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Loans” means additional Revolving Credit Loans made by one or more Lenders to the Borrower pursuant to Section 2.14.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loan Commitment” means the commitment of any Lender, established pursuant to Section 2.14, to make Incremental Term Loans to Borrower.

“Incremental Term Loans” means Terms Loans made by one or more Lenders to the Borrower pursuant to Section 2.14. Incremental Term Loans may be made in the form of additional Term B Loans or, to the extent permitted by Section 2.14 and provided for in the relevant Incremental Amendment, Other Term B Loans.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) reimbursement obligations in respect of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business, (ii) any earn-out obligation until such obligation becomes a non-contingent liability on the balance sheet of such Person in accordance with IFRS-EU and (iii) liabilities and expenses accrued in the ordinary course);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

 

-27-

(g) all obligations of such Person in respect of Disqualified Equity Interests;

if and to the extent that the foregoing would constitute indebtedness or a liability in accordance with IFRS-EU; and

(h) to the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership in which such Person is a general partner, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt, and (B) in the case of Holdings and its Restricted Subsidiaries, exclude all intercompany Indebtedness among Holdings and its Restricted Subsidiaries having a term not exceeding 364 days (inclusive of any rollover terms) and made in the ordinary course of business, deferred or prepaid revenue, purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnified Taxes” means any Taxes other than Excluded Taxes.

“Indemnitees” has the meaning set forth in Section 10.05.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith determination of the Borrower, qualified to perform the task for which it has been engaged.

“Information” has the meaning set forth in Section 10.08.

“Initial Lenders” means Citibank, N.A., Bank of America, N.A., Barclays Bank PLC, Royal Bank of Canada and UBS Loan Finance LLC.

“Intellectual Property Security Agreement” has the meaning set forth in the U.S. Security Agreement.

“Intercompany Note” means a promissory note substantially in the form of Exhibit G.

“Interest Coverage Ratio” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of Holdings for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.

“Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December beginning with the first full fiscal quarter following the Closing Date and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on

 

-28-

the date one, two, three or six months thereafter or, to the extent agreed by each Lender of such Eurocurrency Rate Loan, nine or twelve months, as selected by the Borrower in its Committed Loan Notice; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Holdings and its Restricted Subsidiaries, intercompany loans, advances or Indebtedness among Holdings and its Restricted Subsidiaries having a term not exceeding 364 days (inclusive of any rollover or extension of terms) and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions received by such Person with respect thereto.

“Investors” means Onex Corporation and its Affiliates, CPP Investment Board (USRE II) Inc. and its Affiliates, any investment funds advised or managed by any of the foregoing (other than any portfolio operating companies of Onex Corporation or CPP Investment Board (USRE II) Inc.) and 7607555 Canada Inc. and assignees of 7607555 Canada Inc.; provided that, (i) no such assignee of 7607555 shall be an Investor without the prior approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed and (ii) in the case of 7607555 Canada Inc. or its assignees, the Coop Shareholders Agreement is in effect with respect to such party without any amendment or modification thereto that is materially adverse to the Lenders.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Document” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Joint Bookrunners” means Citigroup Global Markets Inc.; Banc of America Securities LLC; Barclays Capital, the investment banking division of Barclays Bank PLC; RBC Capital Markets; and UBS Securities LLC.

“Joint Lead Arrangers” means Citigroup Global Markets Inc.; Banc of America Securities LLC; Barclays Capital, the investment banking division of Barclays Bank PLC; RBC Capital Markets; and UBS Securities LLC.

“Junior Financing” means any Indebtedness for borrowed money other than any (A) Indebtedness secured by assets not constituting Collateral, (B) Indebtedness incurred solely by Restricted Subsidiaries that are not Loan Parties, (C) Attributable Indebtedness, (D) Indebtedness of Holdings and or any Restricted Subsidiary existing at the time such Person was acquired or contributed (provided that such Indebtedness (i) was not incurred in

 

-29-

contemplation of such acquisition or contribution and (ii) is secured by a Lien ranking pari passu to the Obligations or is not otherwise contractually subordinated to the Obligations), (E) Indebtedness constituting any of the Obligations, (F) the 2011 Notes, the 2015 Notes and the Loan Notes and (G) unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 in the aggregate.

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Junior Lien Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit O (or otherwise reasonably satisfactory to the Collateral Agent) between the Collateral Agent and one or more collateral agents or representatives for the lenders under the Second Lien Bridge Credit Facility and the holders or lenders of any other Indebtedness that is permitted to be secured on a junior basis with the Obligations.

“Laws” means, collectively, all applicable international, foreign, Federal, state, commonwealth and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share. All L/C Advances shall be denominated in Dollars.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by the Borrower on the date when made or refinanced as a Revolving Credit Borrowing. All L/C Borrowings shall be denominated in Dollars.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means Citibank, N.A., acting through one of its affiliates or branches, in its capacity as issuer of Letters of Credit hereunder and each other Lender reasonably acceptable to the Administrative Agent (such consent not to be unreasonably withheld or delayed) that has entered into a L/C Issuer Agreement, in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder; provided that no Person shall at any time become an L/C Issuer if after giving effect thereto there would at such time be more than five (5) L/C Issuers. Each L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case the term L/C Issuer shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. In the event that there is more than one L/C Issuer at any time, references herein and in the other Loan Documents to the L/C Issuer shall be deemed to refer to the L/C Issuer in respect of the applicable Letter of Credit or to all L/C Issuers, as the context requires.

“L/C Issuer Agreement” means an agreement substantially in the form of Exhibit Q, pursuant to which a Lender agrees to act as an L/C Issuer.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” has the meaning set forth in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and a Swing Line Lender, and their respective successors and assigns as permitted hereunder as well as any person that becomes a “Lender” hereunder pursuant to Sections 2.14, each of which is referred to herein as a “Lender.”

 

-30-

“Lender Funding Obligation” has the meaning specified in the definition of “Defaulting Lender.”

“Lender Insolvency Event” means that (i) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment.

“Lender Participation Notice” has the meaning set forth in Section 2.05(c)(iii).

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided, however, that any commercial letter of credit issued hereunder shall provide solely for cash payment upon presentation of a sight draft. Letters of Credit may be issued in Dollars or in an Alternative Currency. Each Existing Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder on the Closing Date for all purposes of the Loan Documents.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Commitment” means the commitment of the L/C Issuer to issue Letters of Credit pursuant to Section 2.03.

“Letter of Credit Expiration Date” means the day that is five (5) days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $100,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“LLC Co-Borrower” has the meaning set forth in the preamble hereto.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term A Loan, a Term B Loan, a Revolving Credit Loan or a Swing Line Loan (including any Incremental Term Loan or Incremental Revolving Credit Loan).

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral Documents, (iv) the Syndication Letter and (v) any amendment to any of the foregoing (including any joinder agreement or any Incremental Amendment or Credit Extension).

“Loan Note Alternative” means the option made available to holders of Target Shares, subject to the terms and conditions set out in the Scheme Document, to elect to receive Loan Notes in place of the cash consideration otherwise payable.

 

-31-

“Loan Note Escrow Account” means an escrow or security account held at an institution reasonably acceptable to the Joint Lead Arrangers provided for under an escrow and security agreement in form and substance reasonably satisfactory to the Joint Lead Arrangers which will provide, among other things, that (i) so long as any Loan Notes are outstanding, release of funds from the Loan Note Escrow Account and any interest accrued thereon shall be only for the purposes of the payment of principal and interest on the Loan Notes and, in the event of either a substitution of the issuer of the Loan Notes or the exchange of the existing Loan Notes for Loan Notes of any new issuer, in each case in accordance with the terms of the Loan Note Instrument, the deposit of all funds in such Loan Note Escrow Account into a new Loan Note Escrow Account and (ii) in each interest period for the Loan Notes, the interest accruing on the funds in the Loan Note Escrow Account shall be sufficient to pay in full the interest accruing on the Loan Notes during such interest period.

“Loan Note Instrument” means the instrument constituting the Loan Notes and any certificates evidencing issued Loan Notes, each substantially in the form delivered to the Joint Lead Arrangers on August 4, 2010 (or any substituted or exchange instrument that may be executed in accordance with the terms of the original Loan Note Instrument; provided that the terms and conditions of such substituted or exchange instrument are not materially less favorable to the Loan Parties or the Lenders, taken as a whole, than the terms and conditions of the original Loan Note Instrument).

“Loan Notes” means the loan notes to be issued pursuant to the Loan Note Instrument by Pinafore Acquisitions Limited (or any substituted or new issuer in accordance with the terms of the Loan Note Instrument) to electing holders of the Target Shares under the Loan Note Alternative in an aggregate principal amount not to exceed £50,000,000.

“Loan Parties” means, collectively, the Borrower and each Guarantor, and their permitted successors and assigns.

“Local Time” means (x) in the case of any Loan or Borrowing denominated in Dollars, New York City time and (y) with respect to any Loan or Borrowing denominated in an Alternative Currency, London time.

“Major Covenant” means, solely in relation to Holdings and the Borrower (and, for the avoidance of doubt, excluding any member of the Acquired Business and circumstances relating to any member of the Acquired Business), the covenants set forth in Sections 7.01, 7.02, 7.03, 7.04, 7.05 and 7.06.

“Major Default” means any of the following events occurs, whether or not caused by any reason outside the control of Holdings or the Borrower:

(a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed (other than by a Lender) seeking (1) liquidation, reorganization, administration or other relief in respect of Holdings or the Borrower or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (2) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings or the Borrower or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(b) Holdings or the Borrower shall (1) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, administration or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (2) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (a) of this definition, (3) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings or the Borrower or for a substantial part of its assets, (4) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (5) make a general assignment for the benefit of creditors or (6) take any action for the purpose of effecting any of the foregoing;

 

-32-

(c) Holdings or the Borrower shall generally not pay its debts as they become due or shall admit in writing its inability or failure to pay its debts as they become due;

(d) it becomes unlawful to make or fund, or to have any commitment to make or fund, the Loans and such illegality is continuing at the time on which the relevant Loan is due to be made; or

(e) Holdings or the Borrower cancels, rescinds or purports to rescind this Agreement or initiates a proceeding seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or repudiates or denies any portion of its liability or obligation for the Loans or the Guaranty.

“Major Representation” means, in relation to Holdings and the Borrower only (and, for the avoidance of doubt, excluding any member of the Acquired Business and circumstances relating to any member of the Acquired Business), each of the representations and warranties set forth in Sections 5.01, 5.02, 5.03 (solely with respect to the Loan Documents), 5.04, 5.13 and 5.17.

“Margin Stock” has the meaning set forth in Regulation U.

“Master Agreement” has the meaning set forth in the definition of “Swap Contract.”

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, assets, results of operations or condition (financial or otherwise) of Holdings and its Subsidiaries, taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their obligations under any Loan Document, (c) the legality, validity, binding effect or enforceability against a Loan Party of a material Loan Document to which it is a party or (d) the rights, remedies and benefits available to, or conferred upon, the Administrative Agent or any Secured Party, taken as a whole, under any Loan Document.

“Material Non-Public Information” means, with respect to Holdings or any of its Subsidiaries, information that (a) has not been disclosed to the Lenders (other than Lenders that do not wish to receive Material Non-Public Information with respect to Holdings, any of its Subsidiaries or Affiliates) or has not otherwise been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material, (i) to a Lender’s decision to participate in any Discounted Voluntary Prepayment or assignment pursuant to Section 10.07(k), as applicable, or (ii) to the market price of the Term A Loans or Term B Loans, as applicable.

“Material Real Property” means any real property owned or leased by any Loan Party (other than (i) “Excluded Assets” (as defined in the U.S. Security Agreement), (ii) leased real property with a fair market value of less than $20,000,000 and (iii) owned real property with fair market value of less than $10,000,000); provided that if at any time the fair market value of all owned real properties that are not “Material Real Property” owned by the Loan Parties would exceed $10,000,000 in the aggregate, the Loan Parties shall designate additional fee owned real properties as “Material Real Property” and comply with the Collateral and Guarantee Requirement with respect thereto such that such threshold is no longer exceeded.

“Maturity Date” means (i) with respect to the Term A Loans, the fifth anniversary of the Closing Date, (ii) with respect to the Term B Loans, the sixth anniversary of the Closing Date, (iii) with respect to the Revolving Credit Facility and the Swing Line Facility, the fifth anniversary of the Closing Date and (iv) with respect to any other Class of Term Loans, the maturity dates specified therefor in the applicable Incremental Amendment or Credit Extension; provided that if either such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.

“Maximum Rate” has the meaning set forth in Section 10.10.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

 

-33-

“Mortgage Policies” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”

“Mortgaged Properties” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”

“Mortgages” means, collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties creating and evidencing a Lien on a Mortgaged Property, in form and substance reasonably satisfactory to the Collateral Agent, and any other mortgages executed and delivered pursuant to Sections 6.11 and 6.13.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Loan Party or any ERISA Affiliate is making, or is accruing an obligation to make, contributions or with respect to which any Loan Party or any ERISA Affiliate may incur any liability.

“Net Income” means, with respect to any Person, the net income (loss) attributable to such Person, determined in accordance with IFRS-EU and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means:

(a) 100% of the cash proceeds actually received by Holdings or any of the Restricted Subsidiaries (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but in each case only as and when received) from any Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) any amount required to repay (x) Indebtedness (other than pursuant to the Loan Documents) that is secured by a Lien on the assets disposed of and which ranks prior to the Lien securing the Obligations or (y) Indebtedness or other obligations of any Subsidiary that is disposed of in such transaction, (iii) in the case of any Disposition or Casualty Event by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable to non-controlling interests or not available for distribution to or for the account of Holdings or a wholly owned Restricted Subsidiary as a result thereof, (iv) taxes paid or reasonably estimated to be payable as a result thereof, and (v) the amount of any reasonable reserve established in accordance with IFRS-EU against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by Holdings or any of the Restricted Subsidiaries including, without limitation, Pension Plan and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction); provided that (A) if no Default exists, Holdings and its Restricted Subsidiaries may reinvest any portion of such proceeds in assets useful for its business within 12 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 12 month period but within such 12-month period are contractually committed to be used, then upon the termination of such contract or if such Net Proceeds are not so used within 18 months of initial receipt, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso; it being understood that such proceeds shall constitute Net Proceeds notwithstanding any investment notice if there is a Specified Default at the time of a proposed reinvestment unless such proposed reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing) and (B) solely in respect of the proceeds of Dispositions, at any time during the period following a Disposition and prior to the prepayment date, if, on a Pro Forma Basis after giving effect to such Disposition and the application of the proceeds thereof, the Total Leverage Ratio is less than 2.50 to 1.00, up to $200,000,000 of such proceeds in the

 

-34-

aggregate shall not constitute Net Proceeds; provided, further, that no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless (x) such proceeds shall exceed $10,000,000 or (y) the aggregate net proceeds exceeds $25,000,000 in any fiscal year (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause (a)); and

(b) 100% of the cash proceeds from the incurrence, issuance or sale by Holdings or any of the Restricted Subsidiaries of any Indebtedness, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to Holdings or any Restricted Subsidiary shall be disregarded.

“non-cash charges” has the meaning set forth in the definition of the term “Consolidated EBITDA.”

“Non-Consenting Lender” has the meaning set forth in Section 3.07(d).

“Non-Debt Fund Affiliate” means an Affiliate of the Borrower that is not a Debt Fund Affiliate or a Purchasing Borrower Party.

“Non-Defaulting Lender” means, at any time, a Revolving Credit Lender that is not a Defaulting Lender or a Potential Defaulting Lender.

“Non-Extension Notice Date” has the meaning set forth in Section 2.03(b)(iii).

“Not Otherwise Applied” means, with reference to any amount of net cash proceeds, that such amount was not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose.

“Note” means a Term A Note, a Term B Note, a Revolving Credit Note or a Swing Line Note, as the context may require.

“Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Restricted Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (y) obligations of Holdings or any Restricted Subsidiary arising under Cash Management Obligations or any Secured Hedge Agreement; provided that (a) obligations of Holdings or any of its Restricted Subsidiaries under any Secured Hedge Agreement or Cash Management Obligations shall be secured and guaranteed pursuant to the Collateral Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Secured Hedge Agreements or any Cash Management Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Restricted Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent, the Collateral Agent or any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

“Offered Loans” has the meaning set forth in Section 2.05(c)(iii).

 

-35-

“OID” has the meaning set forth in Section 2.14(b).

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or the memorandum and articles of association (if applicable); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning set forth in Section 3.01(b).

“Other Term B Loans” has the meaning set forth in Section 2.14(a).

“Outstanding Amount” means (a) with respect to Term A Loans, Term B Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term A Loans, Term B Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the economic or voting Equity Interests of such Lender.

“Participant” has the meaning set forth in Section 10.07(e).

“Participant Register” has the meaning set forth in Section 10.07(e).

“Participating Member State” means each state so described in any EMU Legislation.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which is maintained for the employees of any Loan Party or any ERISA Affiliate or with respect to which any Loan Party or any ERISA Affiliate may incur any liability.

“Perfection Certificate” means a certificate in the form of Exhibit II to the U.S. Security Agreement or any other form reasonably approved by the Collateral Agent, as the same shall be supplemented from time to time.

“Permitted Acquisition” has the meaning set forth in Section 7.02(h).

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement, exchange or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced, exchanged or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees

 

-36-

and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement, exchange or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal, replacement, exchange or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended, (c) at the time thereof, no Event of Default shall have occurred and be continuing, (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement, exchange or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended, (e) the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed, exchanged or extended Indebtedness are not materially less favorable to the Loan Parties or the Lenders, taken as whole, than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed, exchanged or extended (in the case of the Lenders, as reasonably determined by the Administrative Agent) (it being understood that the modification, refinancing, refunding, renewal, replacement, exchange or extension of any Indebtedness with Indebtedness that has a junior lien on collateral relative to the Indebtedness so modified, refinanced, refunded, renewed, replaced, exchanged or extended or is otherwise unsecured (all other terms being the same) is not materially less favorable to the Loan Parties or the Lenders) and (f) such modification, refinancing, refunding, renewal, replacement, exchange or extension is incurred by the Person who is the obligor or guarantor of the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning set forth in Section 6.01.

“Post-Closing Collateral Date” means the date that is (x) with respect to any personal property located in the United States and Canada, 60 days following the Closing Date and (y) with respect to any personal property located outside the United States and Canada or any real property, 90 days, or in each case such longer period as the Administrative Agent may agree in writing in its sole discretion in accordance with Section 6.11.

“Potential Defaulting Lender” means, at any time, a Lender (i) as to which the Administrative Agent has notified the Borrower that an event of the kind referred to in the definition of “Lender Insolvency Event” has occurred and is continuing in respect of any financial institution affiliate of such Lender, (ii) as to which the Administrative Agent, the L/C Issuer or the Swing Line Lender has in good faith determined and notified the Borrower and (in the case of the L/C Issuer or the Swing Line Lender) the Administrative Agent that such Lender or its Parent Company or a financial institution affiliate thereof has notified the Administrative Agent, or has stated publicly, that it will not comply with its Lender Funding Obligations under any other loan agreement or credit agreement or other similar agreement or (iii) that has, or whose Parent Company has, a non-investment grade rating from Moody’s or S&P or another nationally recognized rating agency. Any determination that a Lender is a Potential Defaulting Lender under any of clauses (i) through (iii) above will be made by the Administrative Agent or, in the case of clause (ii), the L/C Issuer or the Swing Line Lender, as the case may be, in its sole discretion acting in good faith. The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrower provided for in this definition.

“Pre-Expansion European Union” means the European Union as of January 1, 2004, including the countries of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but not including any country which became or becomes a member of the European Union after January 1, 2004.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

 

-37-

“Pro Forma Basis” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.09.

“Pro Forma Compliance” means, with respect to any covenant set forth in Section 7.10(a) and (b), compliance on a Pro Forma Basis with such covenant in accordance with Section 1.09.

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Equity Interests.

“Projections” has the meaning set forth in Section 6.01(c).

“Proposed Discounted Prepayment Amount” has the meaning set forth in Section 2.05(c)(ii).

“Public Lender” has the meaning set forth in Section 6.01.

“Purchasing Borrower Party” means Holdings or any Subsidiary of Holdings that (x) makes a Discounted Voluntary Prepayment pursuant to Section 2.05(c) or (y) becomes an Eligible Assignee or Participant pursuant to Section 10.07(k).

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified IPO” means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8) (i) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) or (ii) after which the common Equity Interests of Holdings or any direct or indirect parent of Holdings are listed on an internationally recognized securities exchange or dealer quotation system.

“Qualifying Lenders” has the meaning set forth in Section 2.05(c)(iv).

“Qualifying Loans” has the meaning set forth in Section 2.05(c)(iv).

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Refinanced Term A Loans” has the meaning set forth in Section 10.01.

“Refinanced Term B Loans” has the meaning set forth in Section 10.01.

“Register” has the meaning set forth in Section 10.07(d).

“Rejection Notice” has the meaning set forth in Section 2.05(b)(viii).

 

-38-

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating in, into, onto or through the Environment.

“Replacement Term A Loans” has the meaning set forth in Section 10.01.

“Replacement Term B Loans” has the meaning set forth in Section 10.01.

“Repricing Transaction” means (1) the incurrence by Holdings or any of its Restricted Subsidiaries of any Indebtedness (including, without limitation, any new or additional term loans under this Agreement (including Replacement Term B Loans), whether incurred directly or by way of the conversion of Term B Loans into a new tranche of replacement term loans under this Agreement) that is broadly marketed or syndicated to banks and other institutional investors in financings similar to the facilities provided for in this Agreement (i) having an “effective” yield for the respective Type of such Indebtedness that is less than the “effective” yield for Term B Loans of the respective Type (with the comparative determinations to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices, after giving effect to, among other factors, margin, upfront or similar fees or “original issue discount,” in each case, shared with all lenders or holders of such Indebtedness or Term B Loans, as the case may be, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such Indebtedness or Term B Loans, as the case may be, and without taking into account any fluctuations in LIBOR or comparable rate), but excluding Indebtedness incurred in connection with a Change of Control, and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of Term B Loans or (2) any effective reduction in the Applicable Rate for Term B Loans (e.g., by way of amendment, waiver or otherwise) (with such determination to be made in the reasonable judgment of the Administrative Agent, consistent with generally accepted financial practices). Any such determination by the Administrative Agent as contemplated by preceding clauses (1) and (2) shall be conclusive and binding on all Lenders holding Term B Loans absent manifest error.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Class Lenders” means, as of any date of determination and subject to the limitations set forth in Section 10.07(l), (i) with respect to Term A Loans, Term A Lenders having more than 50% of the aggregate principal amount of outstanding Term A Loans of all Term A Lenders and (ii) with respect to Term B Loans, Term B Lenders having more than 50% of the aggregate principal amount of outstanding Term B Loans of all Term B Lenders.

“Required Lenders” means, as of any date of determination and subject to the limitations set forth in Section 10.07(l), Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders having more than 50% of the sum of the (a) Outstanding Amount of all Revolving Credit Loans and all L/C Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations

 

-39-

and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that unused Revolving Credit Commitment of, and the portion of the Outstanding Amount of all Revolving Credit Loans and all L/C Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any Organization Documents required to be delivered under any Loan Document, any secretary or assistant secretary of such Loan Party or, in the case of any Foreign Subsidiary, any duly appointed authorized signatory or director or managing member of such Person. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that are contractually restricted from being distributed to Holdings.

“Restricted Payment” means the declaration or payment of any dividend or other distribution (whether in cash, securities or other property) on account of any Equity Interest of Holdings or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation, termination of, or other acquisition for value of, any such Equity Interest.

“Restricted Subsidiary” means any Subsidiary of Holdings (which on the Closing Date shall include the Acquired Business) other than an Unrestricted Subsidiary.

“Retained Percentage” means, with respect to any Excess Cash Flow Period, (a) 100% minus (b) the Applicable ECF Percentage with respect to such Excess Cash Flow Period.

“Revaluation Date” means with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iv) the first Business Day of each calendar month and (v) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(c).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(c), (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Sections 2.14 and 10.07(b)). The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $300,000,000 on the Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement. After the Closing Date, additional Classes of Revolving Credit Commitments may be added or created pursuant to Incremental Amendments or Extensions.

“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the amount of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time.

 

-40-

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time or, if the Revolving Credit Commitments have terminated, Revolving Credit Exposure.

“Revolving Credit Loans” has the meaning set forth in Section 2.01(c).

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender to the Borrower.

“Rollover Amount” has the meaning set forth in Section 7.10(c)(ii).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by Holdings or a Restricted Subsidiary whereby Holdings or a Restricted Subsidiary transfers such property to a Person and Holdings or such Restricted Subsidiary leases it from such Person, other than leases between Holdings and a Restricted Subsidiary of Holdings or between Restricted Subsidiaries of Holdings.

“Scheme” means a scheme of arrangement made pursuant to Part 26 of the Companies Act between the Target and the holders of the Target Shares and the related reduction of capital under Section 649 of the Companies Act in relation to the cancellation of the entire issued share capital of the Target and the subsequent issue of new shares in the Target to Holdings as contemplated by the Scheme Press Release.

“Scheme Announcement Date” means the date on which the Scheme Press Release is issued.

“Scheme Conditions Precedent” means the conditions listed in Appendix I to the Scheme Press Release.

“Scheme Covenants” means the covenants set forth in clauses (a), (b), (c), (f) and (g) of Section 6.15.

“Scheme Document” means the scheme document to be issued by the Target to its shareholders in respect of the Scheme on substantially the same terms, other than with respect to the Loan Notes, as set forth in the Scheme Press Release.

“Scheme Mandatory Cancellation Event” means the occurrence of any of the following:

(i) the Scheme lapses or is withdrawn; or

(ii) the Acquisition is referred to a serious doubts investigation under Article 6(1)(c) of the Council Regulation (EC) 139/2004 (as amended) or the European Commission makes a referral to any relevant authority under Article 9(1) of the Council Regulation (EC) 139/2004 (as amended), in each case before the date on which the resolutions are passed at the Court Meeting and in each case without the consent of the Panel on Takeovers and Mergers; or

(iii) the Filing Date has not occurred on or prior to the date falling 106 days after the date of this Agreement.

“Scheme Press Release” means the press release made by or on behalf of Holdings announcing the terms of the Scheme.

 

-41-

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Lien Bridge Credit Agreement” means that certain Second Lien Bridge Credit Agreement, dated as of July 27, 2010, among the Borrower, Holdings, the other parties thereto and Bank of America, N.A., as administrative agent and collateral agent, as amended and restated on August 6, 2010 and as further amended and restated on September 21, 2010 and as the same may be further amended, modified, replaced or refinanced to the extent permitted by this Agreement. References to the Second Lien Bridge Credit Agreement shall include any indenture or other agreement evidencing extension or exchange notes issuances in accordance with the terms of the Second Lien Bridge Credit Agreement but shall not include indentures relating to other issuances of Second Lien Notes.

“Second Lien Bridge Credit Facility” has the meaning provided in the preliminary statements hereto.

“Second Lien Notes” means any senior secured second lien notes issued by the Borrower for the purposes of refinancing its Indebtedness under the Second Lien Bridge Credit Agreement (or, on or prior to the Closing Date, its undrawn commitments thereunder) or otherwise to fund a portion of the Acquisition in an aggregate principal amount not to exceed $1,150,000,000.

“Second Lien Notes Documentation” means any indenture or other loan or purchase agreement governing the Second Lien Notes and any other documents delivered pursuant thereto.

“Secured Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between Holdings or any Subsidiary, on the one hand, and any Person that is a Lender or an Affiliate of a Lender (or was a Lender or an Affiliate of a Lender at the time such Swap Contract was entered into (a “Hedge Bank”)), on the other hand, in each case, to the extent designated by the Borrower and such Lender as a Secured Hedge Agreement in writing to the Collateral Agent. The designation of any Swap Contract as a Secured Hedge Agreement shall not create in favor of the Lender or Affiliate thereof that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Collateral Documents.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Agents and each co-agent or sub-agent appointed by the Administrative Agent or Collateral Agent from time to time pursuant to Section 9.05.

“Securities Act” means the Securities Act of 1933, as amended.

“Similar Business” means any business engaged in by Holdings or any of its Restricted Subsidiaries on the Closing Date and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which Holdings and its Restricted Subsidiaries are engaged on the Closing Date.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the amount of the “fair saleable value” of the assets of such Person will, as of such date, exceed (i) the value of all “liabilities of such Person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with applicable Laws governing determinations of the insolvency of debtors, and (ii) the amount that will be required to pay the probable liabilities of such Person on its existing debts (including contingent and other liabilities) as such debts become absolute and mature, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged as of such date and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged” means that such Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due.

 

-42-

“SPC” has the meaning set forth in Section 10.07(h).

“Specified Default” means a Default under Section 8.01(a), (f) or (g).

“Specified Equity Contribution” means any cash contribution to the equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings in each case other than Disqualified Equity Interests.

“Specified Junior Financing Obligations” means any obligations in respect of any Junior Financing.

“Specified Transaction” means any incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility for working capital purposes) or Incremental Term Loan or Incremental Revolving Credit Commitment or Investment or capital contribution that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of Holdings, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person, any Disposition of a business unit, line of business or division of Holdings or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, in each case, that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis.”

“Spot Rate” for a currency means the rate quoted by the New York CitiFx Benchmark rate as the spot rate for the purchase of such currency with another currency at approximately 12:00 p.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) other than with respect to a corporation, such Person is a controlling general partner or managing member or otherwise controls such entity at such time. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantor” means any Guarantor other than Holdings.

“Successor Company” has the meaning set forth in Section 7.04(d).

“Supplemental Agent” has the meaning set forth in Section 9.10(a) and “Supplemental Agents” shall have the corresponding meaning.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement, and (c) until the Transactions shall have been

 

-43-

consummated, the Guarantee by Holdings of the obligations of Bronco Finance Holdings LP under any of the foregoing to the extent entered into in connection with the Transactions.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Commitment” means the commitment of the Swing Line Lender to make Swing Line Loans pursuant to Section 2.04.

“Swing Line Facility” means the swing line loan facility made available by the Swing Line Lenders pursuant to Section 2.04.

“Swing Line Lender” means Citibank, N.A., acting through one of its affiliates or branches, in its capacity as provider of Swing Line Loans or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning set forth in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Note” means a promissory note of the Borrower payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-4 hereto, evidencing the aggregate Indebtedness of the Borrower to such Swing Line Lender resulting from the Swing Line Loans.

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Syndication Agent” means Banc of America Securities LLC, as syndication agent under this Agreement.

“Syndication Letter” means the separate syndication letter agreement dated July 27, 2010 among Holdings, the Administrative Agent, the Joint Bookrunners and certain other parties thereto.

“Takeover Code” means the City Code on Takeovers and Mergers.

“Takeover Panel” means the Panel on Takeovers and Mergers and includes the executive of the Panel and its appeal committee.

“Target” has the meaning set forth in the preliminary statements hereto.

“Target Shares” means all the issued and unconditionally allotted share capital in the Target and any further shares in the capital of the Target which may be issued or unconditionally allotted pursuant to the exercise of any outstanding subscription or conversion rights or otherwise together with all related rights.

 

-44-

“Taxes” means any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings, fees or other charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing.

“Term A Borrowing” means a borrowing consisting of simultaneous Term A Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(a).

“Term A Commitment” means, as to each Term A Lender, its obligation to make a Term A Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Term A Commitment” or in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Term A Commitments is $300,000,000.

“Term A Lender” means, at any time, any Lender that has a Term A Commitment or a Term A Loan at such time.

“Term A Loan” means a Loan made pursuant to Section 2.01(a).

“Term A Note” means a promissory note of the Borrower payable to any Term A Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term A Lender resulting from the Term A Loans made by such Term A Lender.

“Term B Borrowing” means a borrowing consisting of simultaneous Term B Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term B Lenders pursuant to Section 2.01(b).

“Term B Commitment” means, as to each Term B Lender, its obligation to make a Term B Loan to the Borrower pursuant to Section 2.01(b) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Term B Commitment” or in the Assignment and Assumption pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Sections 2.14). The initial aggregate amount of the Term B Commitments is $1,700,000,000. After the Closing Date, additional Classes of Term B Commitments may be added or created pursuant to Incremental Amendments or Extensions.

“Term B Lender” means, at any time, any Lender that has a Term B Commitment or a Term B Loan at such time.

“Term B Loan” means a Loan made pursuant to Section 2.01(b) and any Other Term B Loan.

“Term B Note” means a promissory note of the Borrower payable to any Term B Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term B Lender resulting from the Term B Loans made by such Term B Lender.

“Term Commitment” means any Term A Commitment, any Term B Commitment and any Incremental Term Loan Commitment.

“Term Lender” means any Term A Lender, any Term B Lender and any Incremental Term Lender.

“Term Loan” means any Term A Loan and any Term B Loan.

 

-45-

“Test Period” means, for any date of determination under this Agreement, the latest four consecutive fiscal quarters of Holdings for which financial statements have been delivered to the Administrative Agent on or prior to the Closing Date and/or for which financial statements are required to be delivered pursuant to Section 6.01, as applicable.

“Threshold Amount” means $40,000,000.

“Total Assets” means the total consolidated assets of Holdings and its Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of Holdings and its Restricted Subsidiaries.

“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt (it being understood that for purposes of determining compliance with Section 7.10(a), such date of determination shall be the last day of the applicable Test Period) minus the aggregate amount of cash and Cash Equivalents (other than Restricted Cash) that is held by Holdings and its Restricted Subsidiaries as of the last day of such Test Period free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (k), (p), (q)(i) and (ii), (y) and (z), in an amount not to exceed $100,000,000 to (b) Consolidated EBITDA for such Test Period.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Transaction Expenses” means any fees or expenses incurred or paid by the Investors, Holdings, or any of its Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Transactions” means, collectively, (a) the Acquisition and other related transactions contemplated by the Implementation Agreement, including the Scheme effecting such Acquisition, the issuance of any Loan Notes and the funding of the Loan Note Escrow Account, (b) the Equity Contribution, (c) the execution and delivery of the Second Lien Bridge Credit Agreement on the Effective Date and the funding under the Second Lien Bridge Credit Facility and/or the issuance of any Second Lien Notes on the Closing Date, (d) the execution and delivery of Loan Documents to be entered into on the Effective Date and the funding of the Loans on the Closing Date, (e) the repayment of certain Indebtedness of the Target and its subsidiaries existing on the Closing Date (if any) and (f) the payment of Transaction Expenses.

“Transferred Guarantor” has the meaning set forth in Section 11.09.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

“Unaudited Financial Information” means the EBITDA of the Acquired Business for the twelve-month period ended July 3, 2010 derived from the consolidated statements of operations of the Acquired Business.

“Unaudited Financial Statements” means (a) the unaudited consolidated balance sheet of the Target and its Subsidiaries as of the end of the first half of the 2010 fiscal year of the Acquired Business and (b) the related unaudited consolidated statements of operations for the Target and its Subsidiaries for the for the first half of the 2010 fiscal year of the Acquired Business.

“Unfunded Advances/Participations” means (a) with respect to the Administrative Agent, the aggregate amount, if any, (i) made available to the Borrower on the assumption that each Appropriate Lender has made its Pro Rata Share of the applicable Borrowing available to the Administrative Agent and (ii) with respect to which a corresponding amount shall not in fact have been made available to the Administrative Agent by any such Lender, (b) with respect to the Swing Line Lender, the aggregate amount, if any, of participations in respect of any outstanding Swing Line Loan that shall not have been funded by the Appropriate Lenders in accordance with Section 2.04(b) and (c) with respect to the L/C Issuer, the aggregate amount of L/C Borrowings.

 

-46-

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“United States Tax Compliance Certificate” has the meaning set forth in Section 3.01(e)(ii)(C) and is in substantially the form of Exhibit I hereto.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (i) any Subsidiary of Holdings designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date and (ii) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Security Agreement” means a Security Agreement substantially in the form of Exhibit F.

“U.S. Security Agreement Supplement” has the meaning set forth in the U.S. Security Agreement.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

“U.S.-Owned DRE” means any entity that (i) is a Domestic Subsidiary; (ii) is not treated as a corporation for U.S. federal income tax purposes; (iii) is directly owned by the Borrower or any Guarantor; and (iv) owns in excess of 65% of the total voting power of all outstanding voting stock or interests in a Foreign Subsidiary.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

Section 1.02. Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(c) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(d) The term “including” is by way of example and not limitation.

 

-47-

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(g) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03. Accounting Terms; Financial Definitions.

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, IFRS-EU, except as otherwise specifically prescribed herein. In addition, for purposes of this Agreement, all references to codified accounting standards specifically named herein shall be deemed to include any successor, replacement, amended or updated accounting standard under IFRS-EU.

(b) For purposes of all financial definitions and calculations in this Agreement, including the determination of Excess Cash Flow, and Article VII, the impact of the COLI Loan on the income statement (including income or expense) or on the balance sheet of Holdings and its Restricted Subsidiaries shall be disregarded.

(c) For purposes of calculating the Total Leverage Ratio, the Interest Coverage Ratio and Excess Cash Flow, and determining compliance with Article VII, the 2011 Notes and cash and Cash Equivalents in an amount equal to the then outstanding aggregate principal amount of such 2011 Notes shall be disregarded for so long as the 2011 Notes are outstanding.

(d) For purposes of calculating the Total Leverage Ratio, the Interest Coverage Ratio and Excess Cash Flow, and determining compliance with Article VII, the 2015 Notes and all cash and Cash Equivalents in the Escrow Account shall be disregarded for so long as the balance in the Escrow Account equals or exceeds the aggregate principal amount of the 2015 Notes then outstanding.

(e) For purposes of all financial definitions and calculations in this Agreement, including the determination of Excess Cash Flow, there shall be excluded for any period the purchase accounting effects of adjustments (including the effects of such adjustments pushed down to Holdings and its Restricted Subsidiaries) in component amounts required or permitted by IFRS-EU (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, post-employment benefits, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Effective Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof.

(f) For purposes of calculating the Total Leverage Ratio, the Interest Coverage Ratio, the First Lien Secured Leverage Ratio and Excess Cash Flow, and determining compliance with Article VII, the impact of the Loan Notes and the Loan Note Escrow Account on the income statement (including income or expense) or on the balance sheet of Holdings and its Restricted Subsidiaries shall be disregarded for so long as the balance in the Loan Note Escrow Account equals or exceeds the aggregate principal amount of the Loan Notes then outstanding.

Section 1.04. Rounding.

Any financial ratios required to be maintained by Holdings pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of

 

-48-

places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

Section 1.05. References to Agreements, Laws, Etc.

Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, amendments and restatements, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, amendments and restatements, restatements, extensions, supplements and other modifications are permitted by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law (including by succession of comparable successor laws).

Section 1.06. Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07. Timing of Payment of Performance.

When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

Section 1.08. Cumulative Credit and Equity Credit Transactions.

If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Cumulative Credit or Equity Credit immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.

Section 1.09. Pro Forma Calculations.

(a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be, shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.09, when calculating the Total Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) the Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant set forth in Section 7.10(a) or (b), the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

(b) For purposes of calculating the Total Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio, Specified Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then the Total Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.09.

 

-49-

(c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of “run-rate” cost savings and operating expense reductions for which specified actions are taken or committed to be taken within 12 months after the closing date of such Specified Transaction and have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings and operating expense reductions had been realized on the first day of such period as if such cost savings and operating expense reductions were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions (it being understood and agreed that “run-rate” means the full recurring benefit that is associated with any action taken or expected to be taken; provided that all of such benefit is expected to be realized within 12 months of taking such action).

(d) In the event that Holdings or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio, or the First Lien Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with IFRS-EU. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chose, or if none, then based upon such optional rate chosen as the Borrower may designate.

Section 1.10. Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.11. Exchange Rates; Currency Equivalents.

The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable. Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple

 

-50-

amount, is expressed in Dollars, but such Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be. For purposes of determining compliance with Article VII with respect to the amount of any Indebtedness, Investment, Disposition or Restricted Payment in a currency other than dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred or Disposition or Restricted Payment made; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.11 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred or Disposition or Restricted Payment made at any time under such Sections.

Section 1.12. Additional Alternative Currencies.

The Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. Any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.12, the Administrative Agent shall promptly so notify the Borrower.

Section 1.13. Change of Currency.

Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent, with the consent of the Borrower, may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro. Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent, with the consent of the Borrower, may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

ARTICLE II.

The Commitments and Credit Extensions

Section 2.01. The Loans.

(a) The Term A Borrowings. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make to the Borrower on the Closing Date loans denominated in Dollars in an aggregate amount not to exceed the amount of such Term A Lender’s Term A Commitment. Amounts borrowed under

 

-51-

this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(b) The Term B Borrowings. Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make to the Borrower on the Closing Date loans denominated in Dollars in an aggregate amount not to exceed the amount of such Term B Lender’s Term B Commitment. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(c) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars pursuant to Section 2.02 to the Borrower from its applicable Lending Office (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day during the period from the Closing Date until the Maturity Date of the Revolving Credit Facility, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment and (ii) the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed $100,000,000 (excluding, for the avoidance of doubt, any Letters of Credit outstanding on the Closing Date). Within the limits of each Lender’s Revolving Credit Commitments, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type made to the Borrower.

Section 2.02. Borrowings, Conversions and Continuations of Loans.

(a) Each Term A Borrowing, each Term B Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (except that, subject to Section 3.05, a notice in connection with the initial Credit Extensions hereunder may be revoked if the Closing Date does not occur on the proposed date of borrowing), which may be given by telephone. Each such notice must be received by the Administrative Agent not later than (i) 1:00 p.m. (New York City time) two (2) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and (ii) 1:00 p.m. (New York City time) on the requested date (which shall be a Business Day) of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Section 2.14, each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a minimum principal amount of $2,500,000 or a whole multiple of $500,000, in excess thereof. Except as provided in Section 2.03(c), 2.04(c), 2.14(a) or the last sentence of this paragraph, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term A Borrowing, a Term B Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the account of the Borrower to be credited with the proceeds of such Borrowing. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan

 

-52-

Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 3:00 p.m. (New York City time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Article 4, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to the Administrative Agent by the Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans.

(d) The Administrative Agent shall promptly notify the Borrower and the Appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Appropriate Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the determination of such change.

(e) After giving effect to all Term A Borrowings, all Term B Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to all Revolving Credit Borrowings, not more than five (5) Interest Periods in effect with respect to all Term A Borrowings and not more than five (5) Interest Periods in effect with respect to all Term B Borrowings.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Section 2.03. Letters of Credit.

(a) The Letter of Credit Commitment.

  (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period after the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of Holdings so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit

 

-53-

Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, request or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such L/C Issuer in good faith deems material to it;

(B) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Lenders holding a majority of the Revolving Credit Commitments have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date;

(D) the issuance of such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer;

(E) such Letter of Credit is denominated in a currency other than Dollars or an Alternative Currency;

(F) any Revolving Credit Lender is a Defaulting Lender or Potential Defaulting Lender, unless the Revolving Credit Commitments of such Defaulting Lender or Potential Defaulting Lender are fully reallocated or Cash Collateralized pursuant to Section 2.15 or the L/C Issuer has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the L/C Issuer’s risk with respect to the participation in Letters of Credit by all such Defaulting Lenders or Potential Defaulting Lenders, including by cash collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the L/C Issuer to support, each such Defaulting Lender’s or Potential Defaulting Lender’s Pro Rata Share of any Unreimbursed Amount; or

(G) such Letter of Credit is in an initial amount less than $100,000.

(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit

 

-54-

Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 11:00 a.m. (New York City time) at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount and currency thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

(ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer an unfunded risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the relevant L/C Issuer to prevent any such extension at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall (A) not be required to permit any such extension if the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), and (B) shall not permit any such extension if it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such renewal or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.03 is not then satisfied.

(iv) Promptly after issuance of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in

 

-55-

Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 3:30 p.m. (New York City time) on the first Business Day following the date of any payment by an L/C Issuer under a Letter of Credit to be reimbursed in Dollars or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency with notice to the Borrower (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in the applicable currency; provided that if the Borrower shall reimburse such L/C Issuer on a date later than the date of any payment by the L/C Issuer under a Letter of Credit such extension of time shall be reflected in computing fees in respect of any such Letter of Credit. Unless the Borrower shall have notified the Administrative Agent and the relevant L/C Issuer prior to 12:00 noon on the Honor Date that the Borrower intends to reimburse the relevant L/C Issuer for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.03 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, the repayment of any Unreimbursed Amount with the proceeds of Revolving Credit Loans (other than an L/C Borrowing) pursuant to this Section 2.03(c)(i) shall not be deemed to be a failure of the Borrower to comply with its obligations hereunder.

(ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer in Dollars at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.03 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate for Revolving Credit Loans. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving

 

-56-

Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.03 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the amount received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(d)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued for its account and to repay each L/C Borrowing relating to any Letter of Credit issued for its account shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

 

-57-

(iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit;

(vi) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or

(vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The Borrower shall promptly examine a copy of each Letter of Credit issued for its account and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregulairty, the Borrower will promptly notify such L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

 

-58-

(g) Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing and the conditions set forth in Section 4.03 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall promptly Cash Collateralize (x) in the case of clause (i), 100% and (y) in the case of clause (ii), 105%, in each case of the then Outstanding Amount of all L/C Obligations (such Outstanding Amount to be determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be) or, in the case of clause (ii), provide a back to back letter of credit in a face amount at least equal to 105% of the then undrawn amount of such Letter of Credit from an issuer and in form and substance satisfactory to such L/C Issuer in its sole discretion. Any Letter of Credit that is so Cash Collateralized or in respect of which such a back-to-back letter of credit shall have been issued shall be deemed no longer outstanding for purposes of this Agreement. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) in Dollars or the relevant Alternative Currency, as applicable, at a location and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in deposit accounts designated by the Administrative Agent and which is under the sole dominion and control of the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or claims of the depositary bank arising by operation of law or that the total amount of such funds is less than the amount required by the first sentence of this clause (g), the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts designated by the Administrative Agent as aforesaid, an amount equal to the excess of (x) 100% or 105%, as applicable, of such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds 100% or 105%, as applicable, of the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

(h) Applicability of ISP98. Unless otherwise expressly agreed by the relevant L/C Issuer and the Borrower when a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit.

(i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued equal to the Applicable Rate for Revolving Credit Loans that are Eurodollar Rate Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such letter of credit fees shall be computed from the date of issuance thereof on a quarterly basis in arrears. Such letter of credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit and on the later of (i) the Letter of Credit Expiration Date and (ii) the day that is five (5) Business Days prior to the Revolving Maturity Date (or, if such day is not a Business Day, the next preceding Business Day). If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it to the Borrower equal to the greater of (x) 0.25% per annum (or such other amount as may be mutually

 

-59-

agreed by the Borrower and the applicable L/C Issuer) of the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) and (y) to the extent the L/C Issuer is the Administrative Agent or an Affiliate thereof, $1,500 per annum. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable at times and on terms to be agreed between the Borrower and such L/C Issuer.

(k) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(l) Addition of an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

Section 2.04. Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A., in its capacity as Swing Line Lender, may in its sole discretion, agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), from time to time on any Business Day during the period beginning after the Closing Date and until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New York City time) on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, (ii) the requested borrowing date, which shall be a Business Day and (iii) the account of the Borrower to be credited with the proceeds of such Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the relevant Swing Line Lender has received

 

-60-

notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m. (New York City time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.03 is not then satisfied or (y) such Swing Line Lender has determined in its sole discretion not to make such Swing Line Loan, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 5:00 p.m. (New York City time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Revolving Credit Commitments of such Defaulting Lender or Potential Defaulting Lender are fully reallocated or Cash Collateralized pursuant to Section 2.15or the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s, Potential Defaulting Lender’s, Defaulting Lenders’, or Potential Defaulting Lenders’ participation in such Swing Line Loans, including by cash collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s, Potential Defaulting Lender’s, Defaulting Lenders’, or Potential Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

(c) Refinancing of Swing Line Loans.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf the Borrower (which hereby irrevocably authorizes such Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding (provided that such request shall be deemed to have been automatically given upon the occurrence of a Default or Event of Default under Section 8.01(f) or (g) or upon the exercise of any of the remedies provided in Section 8.02). Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.03. The relevant Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. (New York City time) on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the relevant Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by the Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

 

-61-

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the conditions set forth in Section 4.03. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the relevant Swing Line Lender receives any payment on account of such Swing Line Loan, such Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by such Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Federal Funds Rate. The Administrative Agent will make such demand upon the request of a Swing Line Lender. The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan, Eurocurrency Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

Section 2.05. Prepayments.

(a) Optional.

(i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time thereafter, without premium or penalty except as provided in clause (d) below, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part; provided that (1) such notice must be received by the Administrative Agent not later than 12:00 noon (New York City time) (A) two (2) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000, or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or, if such prepayment is being made pursuant to Section 2.05(c) or Section 10.07(k), such Lender’s share, of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (subject to the penultimate sentence of this Section 2.05(a)).

 

-62-

Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares (other than if pursuant to Section 2.05(c) or Section 10.07(k)).

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time) on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the Term A Loans and/or the Term B Loans as directed by the Borrower and in an order of priority to repayments thereof as directed by the Borrower and, absent the exercise of such direction by the Borrower, shall be applied in direct order of maturity to repayments thereof pro rata among the Term A Loans and Term B Loans.

(b) Mandatory.

(i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2011) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate amount of Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements minus (B) the sum of (1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a) and the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.05(c) or Section 10.07(k) and (2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness.

(ii) If (1) Holdings or any Restricted Subsidiary of Holdings Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (i), (j), (l), (p), (q) or (r)) or (2) any Casualty Event occurs, which results in the realization or receipt by Holdings or any Restricted Subsidiary of Net Proceeds, Holdings shall cause to be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received.

(iii) If Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Effective Date that is not otherwise permitted to be incurred pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Proceeds.

(iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C

 

-63-

Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.

(v) If on the date that is 90 days following the Closing Date any 2015 Notes are outstanding, the Borrower shall promptly prepay or cause to be promptly prepaid the Term Loans in an aggregate amount equal to the then aggregate outstanding amount of 2015 Notes, which amount may be funded with the proceeds of the Escrow Account pursuant to Section 6.17(c). The prepayment of Term Loans pursuant to this clause (v) shall be applied ratably to the principal installments of the Term Loan Facilities based on the amount of each tranche of Term Loans then outstanding and, within such tranche, ratably to the principal installments of Term A Loans required pursuant to Section 2.07(a) and ratably to the principal installments of Term B Loans required pursuant to Section 2.07(b); and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares.

(vi) Each prepayment of Term Loans pursuant to Section 2.05(b)(i), (ii) or (iii) shall be applied ratably to the principal installments of the Term Loan Facilities based on the amount of each tranche of Term Loans then outstanding and, within such tranche, ratably to the principal installments of Term A Loans required pursuant to Section 2.07(a) and ratably to the principal installments of Term B Loans required pursuant to Section 2.07(b); and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (viii) of this Section 2.05(b); provided, however, that, at the option of the Borrower, each prepayment of Term Loans pursuant to Section 2.05(b)(ii) may instead be applied first pro rata to the principal installments of Term A Loans required pursuant to Section 2.07(a) within the twelve months following the date of such prepayment and second ratably to the principal installments of all Term A Loans and Tranche B Loans based on the amount of each tranche of Term Loans then outstanding and, within such tranche, ratably to the principal installments of Term A Loans required pursuant to Section 2.07(a) and ratably to the principal installments of Term B Loans required pursuant to Section 2.07(b); and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (viii) of this Section 2.05(b). Each prepayment of Revolving Credit Loans pursuant to Section 2.05(b) shall be paid to the Revolving Credit Lenders in accordance with their respective Pro Rata Shares.

(vii) Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b), prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

(viii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (ii) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clause (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such

 

-64-

Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower.

(c)

(i) Notwithstanding anything to the contrary in Section 2.05(a), 2.12(a) or 2.13 (which provisions shall not be applicable to this Section 2.05(c)), any Purchasing Borrower Party shall have the right at any time and from time to time to prepay Term A Loans or Term B Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(c); provided that (A) no Discounted Voluntary Prepayment shall be made from the proceeds of any Revolving Credit Loan or Swing Line Loan, (B) immediately after giving effect to any Discounted Voluntary Prepayment, the sum of (x) the excess of the aggregate Revolving Credit Commitments at such time less the aggregate Revolving Credit Exposure plus (y) the amount of unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries shall be not less than $200,000,000, (C) any Discounted Voluntary Prepayment shall be offered to all Lenders with Term A Loans or Term B Loans, as applicable, on a pro rata basis, (D) such Purchasing Borrower Party shall deliver to the Administrative Agent a certificate stating that (1) no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(c) has been satisfied, (3) such Purchasing Borrower Party and its Affiliates does not have any Material Non-Public Information.

(ii) To the extent a Purchasing Borrower Party seeks to make a Discounted Voluntary Prepayment, such Purchasing Borrower Party will provide written notice to the Administrative Agent substantially in the form of Exhibit J hereto (each, a “Discounted Prepayment Option Notice”) that such Purchasing Borrower Party desires to prepay Term A Loans or Term B Loans in an aggregate principal amount specified therein by the Purchasing Borrower Party (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term A Loans or Term B Loans as specified below. The Proposed Discounted Prepayment Amount of Term A Loans or Term B Loans, as applicable, shall not be less than $20,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount of Term A Loans or Term B Loans, as applicable, (B) a discount range (which may be a single percentage) selected by the Purchasing Borrower Party with respect to such proposed Discounted Voluntary Prepayment (representing the percentage of par of the principal amount of Term A Loans or Term B Loans to be prepaid) (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).

(iii) Upon receipt of a Discounted Prepayment Option Notice in accordance with Section 2.05(c)(ii), the Administrative Agent shall promptly notify each Term A Lender or Term B Lender, as applicable, thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit K hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a minimum price (the “Acceptable Price”) within the Discount Range (for example, 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term A Loans or Term B Loans, as applicable, with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Term A Loans or Term Loans specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Purchasing Borrower Party, shall determine the applicable discount for Term A Loans or Term B Loans, as applicable, (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Purchasing Borrower Party if the Purchasing Borrower Party has selected a single percentage pursuant to Section 2.05(c)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Purchasing Borrower Party can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Discount shall be the highest Acceptable Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be

 

-65-

applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Term Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Term Loans at any discount to their par value within the Applicable Discount.

(iv) The Purchasing Borrower Party shall make a Discounted Voluntary Prepayment by prepaying those Term A Loans or Term B Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay all Qualifying Loans.

(v) Each Discounted Voluntary Prepayment shall be made within two Business Days of the Acceptance Date (or such other date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice (provided that such notice may be conditioned on receiving the proceeds of any refinancing) substantially in the form of Exhibit L hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 11:00 a.m. (New York City time), one Business Day prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid.

(vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding and calculation of Applicable Discount in accordance with Section 2.05(c)(iii) above) established by the Administrative Agent in consultation with the Borrower.

(vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, the Purchasing Borrower Party may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice.

(d) Prepayment Premium. At the time of the effectiveness of any Repricing Transaction that is consummated prior to the first anniversary of the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B Loans which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 3.07), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Rate pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

 

-66-

Section 2.06. Termination or Reduction of Commitments.

(a) Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in a minimum aggregate amount of $2,000,000, as applicable, or any whole multiple of $1,000,000, in excess thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

(b) Mandatory. The Term A Commitment of each Term A Lender shall be automatically and permanently reduced to $0 upon the funding of Term A Loans to be made by it on the Closing Date. The Term B Commitment of each Term B Lender shall be automatically and permanently reduced to $0 upon the funding of the Term B Loans to be made by it on the Closing Date. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically and permanently terminate on the Maturity Date. All Commitments hereunder shall automatically and permanently terminate at 5:00 p.m. (London time) on the last day of the Certain Funds Period if the Closing Date does not occur on or prior to such time.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Section 2.07. Repayment of Loans.

(a) Term A Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term A Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first fiscal quarter of the 2011 fiscal year of Holdings, an aggregate amount equal to 2.50% of the aggregate principal amount of all Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Term A Loans, the aggregate principal amount of all Term A Loans outstanding on such date.

(b) Term B Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term B Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first fiscal quarter of the 2011 fiscal year of Holdings, an aggregate amount equal to 0.25% of the aggregate principal amount of all Term B Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Term B Loans, the aggregate principal amount of all Term B Loans outstanding on such date.

(c) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all of the Borrower’s Revolving Credit Loans under such Facility outstanding on such date.

 

-67-

(d) Swing Line Loans. The Borrower shall repay the aggregate principal amount of its Swing Line Loans on the earlier to occur of (i) the date ten (10) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

Section 2.08. Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan (which shall not include any Swing Line Loan) shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate, for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans.

(b) During the continuance of a Default under Section 8.01(a), the Borrower shall pay interest on past due amounts owing by it hereunder (other than any amount payable in respect of its Parallel Debt referred to in Section 10.22) at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.09. Fees.

In addition to certain fees described in Sections 2.03(h) and (i):

(a) Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee (“Commitment Fee”) equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Other Fees. The Borrower shall pay to the Agents in Dollars such fees as shall have been separately agreed upon in writing, including the Syndication Letter, in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

(c) Closing Fees. The Borrower agrees to pay on the Closing Date to each Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Lender’s Term Loans and making of such Lender’s Revolving Credit Commitment, a closing fee (the “Closing Fee”) in an amount equal to (x) 2.00% of the stated principal amount of such Lender’s Revolving Credit Commitment on the Closing Date, (y) 2.00% of the stated principal amount of such Lender’s Term A Loan made on the Closing Date and (z) 1.00% of the stated principal amount of such Lender’s Term B Loan made on the Closing

 

-68-

Date. Such Closing Fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter and, in the case of the Term Loans, such Closing Fee shall be netted against Term Loans made by such Lender.

Section 2.10. Computation of Interest and Fees.

All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred sixty-five (365) days, or three hundred sixty-six (366) days, as applicable, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.11. Evidence of Indebtedness.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

Section 2.12. Payments Generally.

(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in immediately available funds not later than 2:00 p.m. Local Time on the date specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for

 

-69-

any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided in Section 2.05(c) or as otherwise provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m. Local Time, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. For the avoidance of doubt, all payments to be made hereunder shall be made in Dollars or the Alternative Currency in which such Borrowing was initially made.

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the applicable Federal Funds Rate from time to time in effect; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the greater of (x) the applicable Federal Funds Rate from time to time in effect and (y) a rate determined by the Administrative Agent in accordance with banking rules governing interbank compensation. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

 

-70-

(e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

(h) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(b), 2.03(c), 2.04(c), 2.12(c) or 2.13, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.13. Sharing of Payments.

If, (other than (x) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or Participant, including any assignee or participant that is a Sponsor, a Loan Party or an Affiliate of any Loan Party or Sponsor or (y) as otherwise expressly provided elsewhere herein, including, without limitation, as provided in Sections 10.07(k) or 2.05(c)) any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all

 

-71-

notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Section 2.14. Incremental Credit Extensions.

(a) The Borrower may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) from time to time after the Closing Date, request Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount or the Incremental Revolving Credit Commitment Amount from one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Credit Commitments, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Amount or, if applicable, the Incremental Revolving Credit Commitment Amount), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments are requested to become effective (the “Increased Amount Date”) and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be Term B Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Other Term B Loans”).

(b) The Borrower and each Incremental Term Lender and/or Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Credit Commitment of such Incremental Revolving Credit Lender. Each Incremental Amendment providing for Incremental Term Loans shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the Borrower and the Incremental Term Lenders in their sole discretion), the Other Term B Loans shall have (x) the same terms as the Term B Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Other Term B Loans shall be no earlier than the Maturity Date of the Term B Loans and (iii) the Weighted Average Life to Maturity of any Other Term B Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided, further, that the interest rate margin (which shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term B Loan in the initial primary syndication thereof but exclude customary arranger and underwriting fees) in respect of any Other Term B Loan shall be the same as that applicable to the Term B Loans (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term B Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees), except that the interest rate margin in respect of any Other Term B Loan (which shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term B Loan in the initial primary syndication thereof but exclude customary arranger and underwriting fees) may exceed the Applicable Rate for the Term B Loans (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term B Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees) by no more than 50 basis points (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner reasonably determined by the Administrative Agent based on an assumed four-year life to maturity), or if it does so exceed such Applicable Rate (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term B Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees), such Applicable Rate shall be increased so that the interest rate margin in respect of such Other Term B Loan (which shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term B Loan in the initial primary syndication thereof but exclude customary arranger and underwriting fees), is no more than 50 basis points higher than the Applicable Rate for the Term B Loans (which shall, for such purposes only, be deemed to include all upfront or similar fees or

 

-72-

original issue discount payable by the Borrower to all Lenders providing the Term B Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees) and if the lowest permissible Eurocurrency Rate is greater than 1.75% or the lowest permissible Base Rate is greater than 2.75% for such Other Term B Loan, the difference between such “floor” and 1.75% in the case of Eurocurrency Rate Incremental Loans, or 2.75% in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of the this proviso. The Incremental Term Loans shall rank pari passu or junior in right of payment and of security with the Term B Loans; provided that, if such Incremental Term Loans rank junior in right of security with the Term B Loans, such Incremental Term Loan will be established as a separate facility from the Terms B Loans. In the case of any second lien Incremental Term Loans, such Indebtedness (x) shall be subject to restrictions on voluntary prepayments as contemplated under Section 7.12, (y) shall be subject to the Junior Lien Intercreditor Agreement and (z) shall not be subject to the second proviso in clause (b) above.

(c) Any Incremental Revolving Credit Commitment established hereunder shall have terms identical to the Revolving Credit Commitments existing on the Closing Date, it being understood that the Borrower and the Administrative Agent may make (without the consent of or notice to any other party) any amendment to reflect such increase in the Revolving Credit Commitments.

(d) Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.14 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, no Event of Default shall exist and at the time that any such Incremental Term Loan or Incremental Revolving Credit Commitment is made (and after giving effect thereto) no Event of Default shall exist, (ii) Holdings shall be in compliance with the covenants set forth in Sections 7.10(a) and (b) determined on a Pro Forma Basis as of the date of the most recently ended Test Period as if (x) in the case of any Incremental Term Loan, such Incremental Term Loans had been outstanding on the last day of such fiscal quarter of Holdings for testing compliance therewith or (y) in the case any Incremental Revolving Credit Commitments, all Revolving Credit Loans available under the Revolving Credit Facility, including any such Incremental Revolving Credit Commitment, had been outstanding on the last day of such fiscal quarter of Holdings for testing compliance therewith and (iii) the First Lien Secured Leverage Ratio shall not be greater than 2.25 to 1.0 determined on a Pro Forma Basis as of the last four quarters ended as if (x) in the case of any Incremental Term Loan, such Incremental Term Loans had been outstanding on the last day of such fiscal quarter of Holdings for testing compliance therewith, or (y) in the case any Incremental Revolving Credit Commitments, all Revolving Credit Loans available under the Revolving Credit Facility, including any such Incremental Revolving Credit Commitment, had been outstanding on the last day of such fiscal quarter of Holdings for testing compliance therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

(e) The Incremental Amendment may, without the consent of any Agents or Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving Credit Loans for any purpose not prohibited by this Agreement. Incremental Term Loans and Incremental Revolving Credit Commitments may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or Incremental Revolving Credit Commitments) or by any other bank or other financial institution; provided that any bank or financial institution other than the existing Lenders providing Incremental Revolving Credit Commitments shall be reasonably satisfactory to the Administrative Agent and the Borrower. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees.

(f) This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Section 2.15. Defaulting Lenders.

 

-73-

(a) Reallocation of Defaulting Lender Commitment, Etc. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) of such Defaulting Lender:

(i) the Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c), in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments; provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Commitments and Revolving Credit Loans may not in any event exceed the Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation, (b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;

(ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) cannot be so reallocated, whether by reason of the proviso in clause (i) above or otherwise, the Borrower will, not later than two Business Days after demand by the Administrative Agent (at the direction of the L/C Issuer and/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of the Borrower to the L/C Issuer and the Swing Line Lender in respect of such Letter of Credit participation pursuant to Section 2.03(b)(i) and the Swing Line Loan participation pursuant to Section 2.04(c), as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such Letter of Credit participation pursuant to Section 2.03(b)(i) and the Swing Line Loan participation pursuant to Section 2.04(c), or (2) in the case of such Swing Line Loan participation pursuant to Section 2.04(c), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to the L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and

(iii) any amount paid by the Borrower for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest-bearing account until (subject to Section 2.15(f)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the L/C Issuer or the Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed payments made by the L/C Issuer pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders, ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

(b) Cash Collateral Call. If any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, if any Letter of Credit, or Swing Line Loan is at the time outstanding, the applicable L/C Issuer and the Swing Line Lender, as the case may be, may (except, in the case of a Defaulting Lender, to the extent the Commitments have been fully reallocated pursuant to Section 2.15(a)), by notice

 

-74-

to the Borrower and such Defaulting Lender or Potential Defaulting Lender through the Administrative Agent, require the Borrower to Cash Collateralize the obligations of the Borrower to such L/C Issuer and the Swing Line Lender in respect of such Letter of Credit or Swing Line Loan in amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or such Potential Defaulting Lender in respect thereof, or to make other arrangements satisfactory to the Administrative Agent, and to such L/C Issuer and the Swing Line Lender, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender.

(c) Right to Give Drawdown Notices. In furtherance of the foregoing, if any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender and the Letter of Credit participation and Swing Line Loan participation of such Lender shall not have been reallocated or Cash Collateralized pursuant to Section 2.15(a), each of the L/C Issuers and the Swing Line Lender is hereby authorized by the Borrower (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Administrative Agent, a request for a Revolving Credit Borrowing pursuant to Section 2.3 in such amounts and in such times as may be required to (i) reimburse an outstanding L/C Obligation, (ii) repay an outstanding Swing Line Loan, and/or (iii) Cash Collateralize the obligations of the Borrower in respect of outstanding Letters of Credit or Swing Line Loans in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swing Line Loan.

(d) Fees. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to Section 2.9 (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided that in the case of a Defaulting Lender that was or is a Lender (x) to the extent that a portion of the Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.15(a), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (y) to the extent any portion of such Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the applicable L/C Issuer and the Swing Line Lender, as applicable, as their interests appear (and the pro rata payment provisions of Sections 2.12 and 2.13 will automatically be deemed adjusted to reflect the provisions of this Section).

(e) Termination of Defaulting Lender Commitment. The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(a)(iii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender that is a Lender under this Agreement (in each case whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any L/C Issuer, the Swing Line Lender or any Lender may have against such Defaulting Lender.

(f) Cure. If the Borrower, the Administrative Agent, each L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.15(a)), such Lender will, to the extent applicable, purchase such portion of outstanding Revolving Credit Loans of the other Revolving Credit Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders to be on a pro rata basis in accordance with their respective Revolving Credit Commitments, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such Revolving Credit Commitments and Revolving Credit Loans of each Revolving Credit Lender will automatically be adjusted on a prospective basis to reflect the foregoing);

 

-75-

provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender.

ARTICLE III.

Taxes, Increased Costs Protection and Illegality

Section 3.01. Taxes.

(a) Unless required by applicable Laws (as determined in good faith by the applicable withholding agent), any and all payments made by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without reduction or withholding for any Taxes. If the Loan Party or the Administrative Agent shall be required by any Laws to withhold or deduct any Indemnified Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender (which term, for purposes of this Section 3.01, shall include any L/C Issuer), (i) the sum payable by such Loan Party shall be increased as necessary so that after all required deductions (including deductions applicable to additional sums payable under this Section 3.01) have been made, each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable withholding agent shall make such deductions, (iii) the applicable withholding agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), if the relevant Loan Party is the applicable withholding agent, the relevant Loan Party shall furnish to such Agent or Lender (as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence reasonably acceptable to such Agent or Lender.

(b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary Taxes and any other excise, property, intangible or mortgage recording Taxes, or charges or levies of the same character, imposed by any Governmental Authority, which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (the “Other Taxes”). Notwithstanding anything to the contrary herein, the Borrower shall not be required to pay any such Taxes that are imposed as a result of a Lender’s voluntary assignment in such Lender’s interest in the Loan hereunder, but only to the extent such assignment-related Taxes are imposed as a result of such Lender’s current or former connection with the jurisdiction imposing such Taxes (other than any connections arising from such Lender having executed, delivered, enforced, become a party to, performed its obligations or received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, any Loan Document).

(c) Each of the Loan Parties agrees to indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes and Other Taxes (including any additional Indemnified Taxes or Other Taxes attributable to such Indemnified Taxes or Other Taxes) paid by such Agent or such Lender, as the case may be (whether or not such Taxes are correctly or legally imposed or asserted) (a certificate as to the amount of such payment or liability delivered to the relevant Loan Party with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error) and (ii) any expenses arising therefrom or with respect thereto, provided that (in the case of each of (i) and (ii)) such Agent or Lender, as the case may be, provides the relevant Loan Party with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. If the Borrower reasonably believes that such Indemnified Taxes or Other Taxes were not correctly or legally asserted, the Administrative Agent and each Lender and L/C Issuer will use reasonable efforts to cooperate with Borrower for the Borrower to file for and obtain a refund of such Indemnified Taxes or Other Taxes so long as such efforts would not, in the sole determination of the Administrative Agent, such Lender, or such L/C Issuer, result in any unreimbursed costs, expenses or be otherwise disadvantageous to it.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to any Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a

 

-76-

certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by Law, or reasonably requested by the Borrower or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding tax with respect to any payments to be made to such Lender under the Loan Documents. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Borrower and the Administrative Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the Borrower, the Administrative Agent or other applicable withholding agent shall withhold amounts required to be withheld by applicable Law from such payments at the applicable statutory rate. Without limiting the foregoing:

(i) Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter as prescribed by applicable law or upon the reasonable request of the Borrower or Administrative Agent) two properly completed and duly signed original copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.

(ii) Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:

(A) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,

(B) two properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),

(C) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (A) a certificate substantially in the form of Exhibit I to the effect that such Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (any such certificate a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN,

(D) to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or is a Participant holding a participation granted by a participating Lender), Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each beneficial owner, as applicable (provided that, if one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Lender on behalf of such beneficial owner). or

 

-77-

(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws (including the Treasury Regulations) as a basis for claiming a complete exemption from, or a deduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents (which, for the avoidance of doubt, includes any documentation necessary to prevent withholding under the FATCA).

Each Lender shall deliver to the Borrower and the Administrative Agent two further original copies of any previously delivered form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower or the Administrative Agent, or promptly notify the Borrower and the Administrative Agent that it is unable to do so. Each Lender shall promptly notify the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form or certification to the Borrower or the Administrative Agent. Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.

(f) Any Lender claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable efforts to change the jurisdiction of its Lending Office (or take any other measures reasonably requested by the Borrower) if such a change or other measures would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender.

(g) If any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by any Loan Party pursuant to this Section 3.01, it shall promptly remit such refund to the Loan Party, net of all out-of-pocket expenses (including any Taxes) incurred in obtaining such refund of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund net of any Taxes payable by any Agent or Lender on such interest); provided that the Loan Party, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such party in the event such party is required to repay such refund to the relevant taxing authority. This section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to Taxes that it deems confidential) to the Borrower or any other person.

(h) For the avoidance of doubt, any payments made by the Administrative Agent to any Lender shall be treated as payments made by the applicable Loan Party.

(i) For purposes of this Section 3.01, the term “Lender” shall include any L/C Issuer.

Section 3.02. Illegality.

If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate or receive the benefit of a Guarantee from a Guarantor, or receive the benefit of security over the assets or shares of a Guarantor, or do business with a Guarantor, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans or with respect to the activity that is unlawful shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), either, at the direction of the Lender, (i) agree that such Guarantor shall not become a Guarantor with respect to the Lender and /or agree that the Lender shall not receive the benefit of a Guarantee from a Guarantor, or receive the benefit of security over the assets or shares of such Guarantor, or do business with such Guarantor or (ii) prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency

 

-78-

Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Section 3.03. Inability to Determine Rates.

If the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of such Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.

(a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurocurrency Rate Loans (or in the case of Taxes, any Loan) or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes (which are covered by Section 3.01), or any Excluded Taxes or (ii) reserve requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Eurocurrency Rate Loan (or, in the case of Taxes, of maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender, then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender reasonably determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the Effective Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

(c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each applicable Eurocurrency Rate Loan of the Borrower equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial

 

-79-

regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any Eurocurrency Rate Loans of the Borrower, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation.

(e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, will not be materially disadvantageous to such Lender and its Lending Office(s), and provided further that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

Section 3.05. Funding Losses.

Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the basis for requesting such amount, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan of the Borrower on a day other than the last day of the Interest Period for such Loan; or

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan of the Borrower on the date or in the amount notified by the Borrower;

including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

Section 3.06. Matters Applicable to All Requests for Compensation.

(a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable Eurocurrency Rate Loan, or, if applicable, to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall

 

-80-

be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s applicable Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.

(d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the applicable Facility.

Section 3.07. Replacement of Lenders Under Certain Circumstances.

(a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, (x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement (in respect of any applicable Facility only in the case of clause (i) or, with respect to a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (y) terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that in the case of any such termination of a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan

 

-81-

Documents and such termination shall be in respect of any applicable facility only in the case of clause (i) or, with respect to a Class vote, clause (iii).

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s applicable Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans in respect thereof, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting Lender or Defaulting Lender.

(c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

(d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders (or, in the case of a consent, waiver or amendment involving all affected Lenders of a certain Class, the Required Lenders with respect to such Class) have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Section 3.08. Survival.

All of the Borrower’s obligations under this Article III shall survive any assignment of rights by, or the replacement of, a Lender (including any L/C Issuer) and termination of the Aggregate Commitments and repayment, satisfaction and discharge of all other Obligations hereunder.

ARTICLE IV.

Conditions Precedent

Section 4.01. Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to prior or concurrent satisfaction of each of the following conditions:

(a) This Agreement shall have been duly executed and delivered by each of the Borrower and Holdings.

 

-82-

(b) Each of the Borrower and Holdings shall have executed and delivered the Syndication Letter and such letter shall be in full force and effect.

(c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each L/C Issuer, an opinion of Latham & Watkins LLP, special counsel for the Loan Parties, dated the Effective Date and addressed to the Administrative Agent, the Collateral Agent, each L/C Issuer and the Lenders, in each case in form and substance satisfactory to the Administrative Agent.

(d) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State or similar Governmental Authority of the jurisdiction of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary (or a director in lieu thereof) of each Loan Party, dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, memorandum and articles of association or operating (or limited liability company) agreement of such Loan Party as in effect on the Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and, in the case of Holdings, that the Guaranty hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of incorporation or organization furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or director of Holdings executing the certificate pursuant to clause (ii) above.

(e) Each of the English Share Charge and the U.S. Security Agreement shall have been duly executed and delivered by each Loan Party that is to be a party thereto, together with (x) certificates, if any, representing the Pledged Equity (as defined in the U.S. Security Agreement) of the Borrower accompanied by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement.

(f) The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Joint-Lead Arrangers, dated the Effective Date and signed by a Director or Responsible Officer of the Borrower, certifying that the Borrower is Solvent as of the Effective Date.

(g) The Initial Lenders shall have received the Audited Financial Statements and Unaudited Financial Information.

(h) The Initial Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Borrower and Holdings reasonably requested by the Initial Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; provided that the Initial Lenders shall use commercially reasonable efforts to ensure that such requests are delivered at least 3 days prior to the Effective Date and are not unduly burdensome on any person unless required by applicable Law.

(i) A copy of the Scheme Press Release, including the Unaudited Financial Information (unless the Unaudited Financial Information shall be made public prior to the issuance of the Scheme Press Release), certified by Responsible Officer of the Borrower, shall have been delivered to the Administrative Agent.

 

-83-

(j) The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to it, dated the Effective Date and signed by a director of Holdings, certifying that guaranteeing or securing the Obligations and entry into and performance of the Loan Documents to which it is party would not cause any guarantee, security or similar limit binding on Holdings to be breached.

(k) Concurrently with the effectiveness of this Agreement, the Second Lien Bridge Credit Agreement and the Junior Lien Intercreditor Agreement shall be fully executed and delivered.

Section 4.02. Certain Funds Period.

During the Certain Funds Period, the obligation of each Lender to make the Credit Extension to be made by it on the Closing Date is subject only to the following conditions precedent, unless otherwise waived by all Initial Lenders in their sole discretion:

(a) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.

(b) Delivery to the Administrative Agent of a certificate signed by a duly authorized officer of the Borrower confirming, as of the Closing Date, the satisfaction (unless waived by the Required Lenders) of the conditions specified in clauses (d), (e), (f), (g), (h) and (i) of this Section 4.02.

(c) Each of the Scheme Conditions Precedent (other than any Scheme Condition Precedent required by the Takeover Panel to be waived by Holdings or otherwise permitted to be waived in accordance with this Agreement) unless waived in writing by the Required Lenders, shall have been satisfied.

(d) There is no breach of any Major Representation in any material respect.

(e) There is no breach of the Scheme Covenants.

(f) There is no breach by any Loan Party of a Major Covenant.

(g) At the time of and immediately after giving effect to the Credit Extensions on the Closing Date, no Major Default shall have occurred and be continuing.

(h) The Scheme has become effective in accordance with Part 26 of the Companies Act and, if applicable, Section 649 of the Companies Act.

(i) There have been no amendments, variations, supplements or waivers to the Scheme Conditions Precedent (except to the extent that such amendment, variation, supplement or waiver is permitted to be made pursuant to Section 6.15(b)(ii)(B)), in any such case without the prior consent of the Required Lenders.

(j) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent reasonably detailed invoices have been presented therefor, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid any Loan Party under any Loan Document.

(k) To the extent requested pursuant to Section 2.11(a), the Administrative Agent shall have received on behalf of the requesting Lenders the applicable Notes substantiality in the forms of Exhibit C annexed hereto, drawn to the order of the applicable Lender and with appropriate insertions.

(l) The Administrative Agent shall have received confirmation from the Investors or their representatives that (i) the Equity Contribution shall have been consummated prior to the initial Credit Extension hereunder and (ii) initial borrowings under the Second Lien Bridge Credit Facility and/or the Second

 

-84-

Lien Notes or any unsecured Indebtedness in lieu thereof shall have been consummated, or substantially concurrently with the initial Credit Extension hereunder shall be consummated.

Section 4.03. Conditions to All Credit Events After the Closing Date.

The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) after the Closing Date is subject to satisfaction of the following conditions precedent:

(a) The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

(b) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V.

Representations and Warranties

Each Loan Party represents and warrants (except with respect to any Major Representation, after giving effect to the Acquisition and the Company Reorganization) to the Agents and the Lenders at the time of each Credit Extension that:

Section 5.01. Existence, Qualification and Power; Compliance with Laws.

Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all applicable Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in the case of clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02. Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the

 

-85-

properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Section 5.03. Governmental Authorization; Other Consents.

No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents or (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof), except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Section 5.04. Binding Effect.

This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document constitute legal, valid and binding obligations of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity and the implied covenant of good faith and fair dealing, (ii) the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries.

Section 5.05. Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements fairly present in all material respects the consolidated financial condition of the Acquired Business as of the dates thereof and its consolidated results of operations for the period covered thereby in accordance with IFRS-EU consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein.

(b) The Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Acquired Business as of the dates thereof and its results of operations for the period covered thereby in accordance with IFRS-EU consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and subject to normal year-end audit adjustments and the absence of footnotes.

(c) The forecasts of income statements of the Acquired Business which have been furnished to the Administrative Agent prior to the Effective Date have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.

(d) Since the Effective Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Section 5.06. Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of each Loan Party, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority,

 

-86-

by or against Holdings or any of its Restricted Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.07. No Default.

Neither Holdings nor any of its Restricted Subsidiaries is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.08. Ownership of Property; Liens.

(a) Holdings and each of its Restricted Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except as set forth on Schedule 5.08 hereto and except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The property of Holdings and each of its Restricted Subsidiaries, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the property which is required for the business and operations of Holdings and the Restricted Subsidiaries as presently conducted.

(b) Schedule 5.08 contains a true and complete list of each Material Real Property owned or leased by Holdings and its Subsidiaries as of the Closing Date.

(c) As of the Closing Date, except as otherwise disclosed to the Administrative Agent, (i) no Loan Party has received any notice of, nor has any knowledge of, the occurrence (and still pending as of the Effective Date) or pendency or contemplation of any Casualty Event affecting all or any portion of a property, and (ii) no Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 6.07.

Section 5.09. Environmental Matters.

Except as specifically disclosed in Schedule 5.09(a) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:

(a) each Loan Party, its operations and its properties are and have been in compliance with all Environmental Laws, which includes obtaining and maintaining all applicable Environmental Permits required under such Environmental Laws to carry on the business and operations of the Loan Parties;

(b) the Loan Parties have not received any written notice that alleges any of them is in violation of or potentially liable under any Environmental Laws and none of the Loan Parties nor any of their properties is the subject of any claims, investigations, liens, demands or judicial, administrative or arbitral proceedings pending or, to the knowledge of the Borrower, threatened under any Environmental Law or to revoke or modify any Environmental Permit held by any of the Loan Parties;

(c) there has been no Release or threat of Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any of the Loan Parties, or, to the knowledge of the Borrower, any property formerly owned, operated or leased by any Loan Party or arising out of the conduct of the Loan Parties that could reasonably be expected to require investigation, response or corrective action, or could reasonably be expected to result in the Borrower incurring liability, under Environmental Laws;

(d) there are no facts, circumstances or conditions arising out of or relating to the operations of the Loan Parties or any property owned, leased or operated by any of the Loan Parties or, to the knowledge

 

-87-

of the Borrower, any property formerly owned, operated or leased by the Loan Parties or any of their predecessors in interest that could reasonably be expected to require investigation, response or corrective action, or could reasonably be expected to result in any of the Loan Parties incurring liability, under Environmental Laws; and

(e) no Loan Party is conducting or paying for in whole or in part any investigation, response or other corrective action under any Environmental Law at any location, nor is any of them subject or a party to any order, judgment, decree, agreement or contract which imposes an obligation or liability under any Environmental Law.

Section 5.10. Taxes.

Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Loan Parties and their Subsidiaries have filed all tax returns required to be filed, and have paid all Taxes levied or imposed upon them or their properties, that are due and payable (including in their capacity as a withholding agent) and taking into account applicable extensions. There is no proposed Tax deficiency or assessment known to any Loan Parties against the Loan Parties that would, if made, individually or in the aggregate, have a Material Adverse Effect.

Section 5.11. ERISA Compliance.

(a) Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Employee Benefit Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws (except with respect to any Multiemployer Plan, such representation is deemed made only to the knowledge of the Borrower).

(b)(i) No ERISA Event has occurred or is reasonably expected to occur; (ii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iv) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(c) Except where noncompliance would not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and neither any Loan Party nor any Restricted Subsidiary have incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.

Section 5.12. Subsidiaries; Equity Interests.

As of the Closing Date (after giving effect to any part of the Transactions that is consummated on or prior to the Closing Date), Holdings has no material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by Holdings and its Subsidiaries in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by Holdings and its Subsidiaries in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Subsidiary that is or is required to become a Loan Party and (b) sets forth the ownership interest of the Target and any other Subsidiary thereof in each Subsidiary, including the percentage of such ownership.

 

-88-

Section 5.13. Margin Regulations; Investment Company Act.

(a) None of Holdings or the Borrower is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U.

(b) None of Holdings, the Borrower, or any Restricted Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.14. Disclosure.

To the best of such Loan Party’s knowledge, no report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information and information of a general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading. With respect to projected financial information and pro forma financial information, each Loan Party represents that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

Section 5.15. Labor Matters.

Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against Holdings or any of its Restricted Subsidiaries pending or, to the knowledge of each Loan Party, threatened and (b) hours worked by and payment made to employees of Holdings or any of its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters.

Section 5.16. Intellectual Property; Licenses, Etc.

Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of Holdings and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the Loan Parties’ knowledge, no advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of each Loan Party, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

 

-89-

Section 5.17. Solvency.

On the Closing Date after giving effect to the Transactions, Holdings and its Restricted Subsidiaries, on a consolidated basis, are Solvent.

Section 5.18. Security Documents.

(a) Valid Liens. Each Collateral Document delivered pursuant to Sections 4.01 (including as amended and restated on September 21, 2010), 6.11 and 6.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 4 to the Perfection Certificate (or, in the case of any actions taken after the date hereof in accordance with the provisions of Section 6.11 and 6.13, in the offices specified to the Collateral Agent at such time), (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the U.S. Security Agreement) and (iii) upon the taking of any other actions required for perfection of liens created under any Foreign Collateral Documents, the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby) all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements or other such actions, in each case subject to no Liens other than Liens permitted hereunder.

(b) PTO Filing; Copyright Office Filing. When the U.S. Security Agreement or a short form thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office the Liens created by such U.S. Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents and Trademarks (each as defined in the U.S. Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such U.S. Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case free and clear of Liens other than Liens permitted under Section 7.01 hereof (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to establish a Lien on registered Patents, Trademarks and Copyrights registered or applied for by the grantors thereof after the Closing Date).

(c) Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder.

Section 5.19. Anti-Terrorism Laws.

(a) No Loan Party, none of its Subsidiaries and, to the knowledge of each Loan Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or Affiliate (i) has violated or is in violation of Anti-Terrorism Laws or (ii) has engaged or engages in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of offenses designated in the “Forty Recommendations” and “Nine Special Recommendations” published by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering.

 

-90-

(b) No Loan Party, none of its Subsidiaries and, to the knowledge of each Loan Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or such Affiliate that is acting or benefiting in any capacity in connection with the Loans is an Embargoed Person.

(c) No Loan Party, none of its Subsidiaries and, to the knowledge of each Loan Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or such Affiliate acting or benefiting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

Section 5.20. Survival of Representations and Warranties, Etc. All representations and warranties set forth in this Article V and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

ARTICLE VI.

Affirmative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than Cash Management Obligations, obligations under Secured Hedge Agreements or in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), then, from and after the Effective Date (except as otherwise specified in this Article VI), Holdings shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each of the Restricted Subsidiaries to:

Section 6.01. Financial Statements.

(a) From and after the Closing Date, deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event within ninety (90) days after the end of each fiscal year, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with IFRS-EU, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b) From and after the Closing Date, deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event within (x) 60 days after the end of the third fiscal quarter of the 2010 fiscal year (provided that, if the Closing Date does not occur prior to the end of the third fiscal quarter of the 2010 fiscal year, the financial statements required for such fiscal quarter pursuant to this Section 6.01(b) shall be those of the Acquired Business) and (y) forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Holdings beginning, with the first fiscal quarter of the 2011 fiscal year of Holdings and thereafter, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal

 

-91-

quarter and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for such fiscal quarter and the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with IFRS-EU, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) From and after the Closing Date, deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, and in any event no later than ninety (90) days after the end of each fiscal year of Holdings, a detailed consolidated budget for the following fiscal year on a quarterly basis (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood that actual results may vary from such Projections and that such variations may be material; and

(d) Deliver to the Administrative Agent with each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of Holdings, (B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form l0-K or 10-Q, as applicable, filed with the SEC, (C) the applicable financial statements of Target and its Restricted Subsidiaries (or any direct or indirect parent thereof that is a Subsidiary of Holdings) or (D) Target’s (or any direct or indirect parent thereof that is a Subsidiary of Holdings), as applicable, Form l0-K or 10-Q, as applicable, filed with the SEC; provided that, (x) with respect to clauses (A) and (B), (i) to the extent such information relates to a parent of Holdings, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to Holdings and its Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualifications or exception as to the scope of such audit and (y) with respect to clauses (C) and (D), (i) such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the one hand, and the information relating to Target and its Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualifications or exception as to the scope of such audit.

Documents required to be delivered pursuant to Section 6.01 and Sections 6.02(c) and (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or Holdings or any other direct or indirect parent of the Borrower) posts such documents, or provides a link thereto on the website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each

 

-92-

Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. In the event any financial statements delivered under Section 6.01(a) or (b) above shall be restated, Holdings and the Borrower shall deliver, promptly after such restated financial statements become available, revised Compliance Certificates with respect to the periods covered thereby that give effect to such restatement, signed by a Responsible Officer of each of Holdings and the Borrower.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Bookrunners will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Bookrunners, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and each Joint Bookrunner shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC.”

Section 6.02. Certificates; Other Information.

Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Holdings;

(b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default or, if any Event of Default shall exist, stating the nature and status of such event;

(c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d) promptly after the furnishing thereof, copies of any material requests or material notices relating to any defaults or prepayments received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in

 

-93-

connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Second Lien Notes Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02;

(e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of Holdings that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); and

(f) promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Section 6.03. Notices.

Promptly after a Responsible Officer of the Borrower or any Guarantor has obtained knowledge thereof, notify the Administrative Agent:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;

(c) of the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity including with respect to any Environmental Law which could reasonably be expected to result in a Material Adverse Effect; and

(d) the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of Holdings (x) that such notice is being delivered pursuant to Section 6.03(a), (b), (c) or (d) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action Holdings has taken and proposes to take with respect thereto.

Section 6.04. Payment of Obligations.

Pay, discharge or otherwise satisfy as the same shall become due and payable in the normal conduct of its business, all lawful claims that have become due and payable and have become or would reasonably be expected to become a lien upon its property and all Taxes imposed upon it or its properties or assets (whether or not shown on a Tax return), except, in each case, to the extent the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

 

-94-

Section 6.05. Preservation of Existence, Etc.

(a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization and (b) take all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except, in the case of (a) or (b), (i) (other than with respect to the Borrower) to the extent that failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05.

Section 6.06. Maintenance of Properties.

Except if the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and fire, casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice and in the normal conduct of its business.

Section 6.07. Maintenance of Insurance.

(a) Generally. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons similarly situated, of such types and in such amounts (after giving effect to any self-insurance, in each case, as Holdings believes (in the good faith judgment of management of Holdings) reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Holdings and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

(b) Requirements of Insurance. (i) All such insurance with respect to any Collateral shall provide that no cancellation thereof shall be effective until at least 10 days (or, to the extent reasonably available, 30 days) after receipt by the Collateral Agent of written notice thereof and (ii) all insurance with respect to any Collateral shall name the Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) and loss payee (in the case of property insurance), as applicable.

(c) Flood Insurance. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent.

Section 6.08. Compliance with Laws.

Comply in all material respects with the requirements of all applicable Laws (including, without limitation, ERISA and Environmental Laws) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 6.09. Books and Records.

Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with IFRS-EU consistently applied and which reflect all material financial transactions and matters involving the assets and business of Holdings or a Restricted Subsidiary, as the case may be

 

-95-

(it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles that are applicable in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

Section 6.10. Inspection Rights.

(a) Permit representatives of the Administrative Agent and each Lender (in coordination with the Administrative Agent) to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (other than records of the board of directors of such Loan Party or such Subsidiary), and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures) all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent under clause (a) of this Section 6.10 and the Administrative Agent shall not exercise such rights more often than one (1) times during any calendar year and such exercise shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender in coordination with the Administrative Agent (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give Holdings the opportunity to participate in any discussions with Holdings’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of Holdings nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney client or similar privilege or constitutes attorney work-product.

(b) No later than fifteen (15) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), at the request of the Administrative Agent or Required Lenders, hold a conference call at a mutually agreeable time (the costs of such call to be paid by the Borrower) with all Lenders who choose to attend such call, at which call shall be reviewed the financial results of the previous quarter year and the financial condition of the Borrower and the budgets presented for the current fiscal quarter of the Borrower.

Section 6.11. Additional Collateral; Additional Guarantors.

At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

(a) Upon (x) the formation or acquisition of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary and except as otherwise provided in Section 6.13(a) or the proviso to Section 7.02(t)) by Holdings, (y) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or (z) or the designation in accordance with Section 6.14 of any existing direct or indirect Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary:

(i) promptly, and in any event within 60 days after such formation, acquisition, cessation or designation, or such longer period as the Administrative Agent may agree in writing in its sole discretion:

(A) cause each such Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) joinders to this Agreement as Guarantors, U.S. Security Agreement Supplements, Mortgages, Intellectual Property Security Agreements, a counterpart of the Intercompany Note and other security agreements and documents (including, with respect to such Mortgages, the documents listed in

 

-96-

the Collateral and Guarantee Requirement, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent, subject to local or foreign law requirements, with the Mortgages, U.S. Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Post-Closing Collateral Date), in each case granting first-priority Liens (subject to Liens permitted by this Agreement) to the extent required by the Collateral and Guarantee Requirement;

(B) cause each such Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes with a principal amount in excess of $1,000,000 (to the extent certificated provided that the aggregate value of all intercompany notes held by a Loan Party that have not been delivered to the Collateral Agent shall not exceed $5,000,000) held by it accompanied by undated stock powers or other appropriate instruments of transfer executed in blank;

(C) take and cause such Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Subsidiary to take whatever action (including the recording of Mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates or any action required by Applicable Law) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement or the Collateral Documents, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement or the Collateral Documents;

(ii) with respect to any Foreign Collateral Document, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request;

(iii) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property, any title policies, (A) abstracts or environmental assessment reports, to the extent reasonably available and in the possession or control of any Loan Party and (B) a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a); provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than Holdings or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; and

(iv) if reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such request (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Effective Date and subject to the Collateral and Guarantee Requirement or the Collateral Documents, but not specifically covered by the preceding clauses (i), (ii) or (iii) or clause (b) below.

(b) Not later than ninety (90) days after the acquisition by any Loan Party of Material Real Property as determined by the Borrower (acting reasonably and in good faith) (or such longer period as the

 

-97-

Administrative Agent may agree in writing in its sole discretion) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a first-priority Lien and Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.

(c) Always ensuring that the Obligations are secured by a first-priority security interest in all the Equity Interests of the Borrower, subject to any Liens permitted under Section 7.01.

(d) Notwithstanding anything to the contrary contained herein, the provisions of this Section 6.11 need not be satisfied with respect to any property or assets described in clause (A) of the Collateral and Guarantee Requirement.

Section 6.12. Compliance with Environmental Laws.

Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all commercially reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and ownership, use or occupation of its properties; and, in each case to the extent the Loan Parties are required by Environmental Laws, conduct any investigation, remedial or other corrective action necessary to address Hazardous Materials at any property or facility in accordance with applicable Environmental Laws.

Section 6.13. Further Assurances.

Promptly upon reasonable request by the Administrative Agent, and subject to the limitations described in Section 6.11 and the Collateral and Guarantee Requirement, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents. If the Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a mortgage constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA.

Section 6.14. Designation of Subsidiaries.

The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Holdings shall be in compliance with the covenants set forth in Section 7.10(a) and (b), determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.10(a) or (b), as applicable, has passed, the covenants in Section 7.10(a) and (b) for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of Holdings and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Second Lien Notes or any Junior Financing, as applicable, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 6.14 prior to the Designation Date and (v) if a

 

-98-

Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed $100,000,000 as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Section 6.15. The Scheme and Related Matters.

(a) Cause the Scheme to be made under the Scheme Document and the Scheme Document to contain terms and conditions consistent in all material respects with those set out in the Scheme Press Release save to the extent permitted to be amended in accordance with clause (b) below;

(b) Except with the consent of the Required Lenders, not:

(i) make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share above the price per Target Share stated in the Scheme Press Release; or

(ii) amend, vary, supplement or waive (A) the conditions of the Scheme set out in the Scheme Press Release or the Scheme Document or (B) any other terms of the Scheme set out in the Scheme Press Release, the Scheme Document or the Implementation Agreement in any such case where such amendment, variation, supplement or waiver would be materially prejudicial to the Lenders (as determined by reference to the facts and circumstances existing at the time of such amendment, variation, supplement or waiver) or, in either case, approve any such amendment, variation, supplement or waiver save to the extent required by the Takeover Code, the Takeover Panel or an English court of competent jurisdiction in connection with its review of the Scheme;

(c) Notify the Administrative Agent as soon as reasonably practical after any circumstance or event arises which would entitle Holdings to withdraw from the Scheme in accordance with the Takeover Code;

(d) Use best efforts to cause the London Stock Exchange to cancel trading in the Target Shares on the London Stock Exchange plc’s market for listed securities with effect from the close of business on Business Day immediately prior to the Filing Date and use best efforts to cause the UK Listing Authority to delist the Target Shares from the Official List maintained by the UK Financial Services Authority with effect from 8:00 am (London time) on the Filing Date;

(e) If not re-registered as a private company limited by shares, in accordance with the provisions of section 97 of the Companies Act, on the Closing Date, cause each of the Target and Bronco Finance plc to so re-register as private companies limited by shares within two Business Days following the Closing Date;

(f) Not take any action which would result in Holdings or any of its Subsidiaries being obliged to make an offer to the shareholders of Target under Rule 9 of the Takeover Code;

(g) Take any other steps necessary to ensure that the Scheme Press Release, the Scheme Document and the implementation of the Scheme comply in all material respects with all material applicable consents, laws and regulations (including, without limitation, the Companies Act, the Financial Services and Markets Act 2000 of England and Wales and the Takeover Code, subject to any applicable waivers by the Takeover Panel);

 

-99-

(h) Provide updates from time to time to the Administrative Agent upon its reasonable request as to the status of and progress with respect to the Scheme and supply to the Administrative Agent any material updated financial information on the Target and its Subsidiaries which becomes available and will promptly give to the Administrative Agent such other information concerning the Scheme or otherwise relevant to the Scheme as the Administrative Agent may reasonably request;

(i) Take any other steps necessary or advisable to ensure that, other than the Scheme Press Release and the Scheme Document, no public statement is made by it or any of its Subsidiaries in connection with the Scheme referring to the Lenders and the Loan Documents without the prior written consent of the Lenders (not to be unreasonably withheld), unless required to do so by the Takeover Code, Takeover Panel, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority; and

(j) As soon as reasonably practicable after receipt of the Court Order, and in any event within two Business Days of receipt, ensure that an office copy of the Court Order is delivered to Companies House for registration and seek to obtain registration of the Court Order and the reduction of capital involved in the Scheme with Companies House.

Section 6.16. Use of Proceeds.

Use the proceeds of the Term Loans and Revolving Credit Loans made on the Closing Date, together with the Equity Contribution, and the proceeds of the loans under the Second Lien Bridge Credit Facility and/or the Second Lien Notes issued in lieu thereof, solely to pay the cash consideration for the Acquisition (and related transactions) and to pay Transaction Expenses and for other purposes contemplated by, or otherwise fund, the Transactions. The proceeds of the Revolving Credit Loans made after the Closing Date and Swing Line Loans shall be used for working capital, general corporate purposes, and any other purpose not prohibited by this Agreement including Permitted Acquisitions and other Investments. The Letters of Credit shall be used solely to support obligations of Holdings and its Subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement.

Section 6.17. Euro Medium Term Note Programme.

(a) The Borrower hereby agrees that, subject to compliance with Applicable Law, either it shall cause the Target to, or the Borrower itself shall, commence a tender offer no later than ten (10) Business Days prior to the Closing Date for any and all of the then outstanding 2011 Notes and the 2015 Notes, which tender offer shall by its terms provide for, among other things, a final settlement date for the purchase of the 2011 Notes and 2015 Notes on a date that is no later than ten (10) Business Days after the Closing Date and the Borrower shall cause the Target to, or the Borrower itself shall, purchase all such notes tendered in such offer. The price to be offered for 2011 Notes shall be not less than a fixed price derived using a 3% yield to maturity to the expected settlement date and for the 2015 Notes shall be not less than 100.5% of the principal amount thereof, plus accrued and unpaid interest to but not including the settlement date.

(b) To the extent any of the 2011 Notes remain outstanding as of the 90th day after the Closing Date, the Borrower shall commence a tender offer for any and all of then outstanding 2011 Notes on terms and conditions (including price) to be mutually agreed between the Borrower and the Joint Lead Arrangers no later than the 95th day after the Closing Date.

(c) The Borrower shall within five Business Days of the Closing Date deposit into the Escrow Account an amount of cash in pounds sterling equal to the aggregate principal amount of the 2015 Notes then outstanding plus interest on the 2015 Notes to the Put Date (as defined in the Pricing Supplement dated 10th September 2003 related to the 2015 Notes). Amounts shall be automatically released to make payments under the 2015 Notes as a result of the tender offer for such notes or the exercise by the holder thereof of its rights to require the issuer thereof to redeem such notes as a result of the Acquisition or any mandatory prepayments required under Section 2.05(b)(v) of this Agreement. Upon compliance with Section 2.05(b)(v), all remaining amounts in the Escrow Account shall automatically be released to the Borrower.

 

-100-

ARTICLE VII.

Negative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than Cash Management Obligations, obligations under Secured Hedge Agreements or in respect of contingent indemnification and expense reimbursement obligations for which no claims has been made) which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), then from and after the Effective Date:

Section 7.01. Liens.

None of Holdings, the Borrower or the Restricted Subsidiaries shall, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document or in respect of any Cash Management Obligations;

(b) Liens existing on the Effective Date; provided that any Lien securing Indebtedness in excess of $10,000,000 in the aggregate shall only be permitted to the extent such Lien is listed on Schedule 7.01(b), and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property beyond such property subject to a Lien on the Effective Date other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;

(c) Liens for Taxes, assessments or other governmental charges (i) that are not yet due and payable, (ii) that are being contested in good faith and by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien for which adequate reserves are being maintained to the extent required by IFRS-EU or (iii) for property taxes on property that Holdings or one of its Restricted Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge or claim is to such property;

(d) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against Holdings or any of its Restricted Subsidiaries with respect to Holdings or any of its Restricted Subsidiaries shall then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien and for which adequate reserves are being maintained to the extent required by IFRS-EU);

(e) pledges or deposits in the ordinary course of business under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which Holdings or any of its Restricted Subsidiaries is a party, or deposits to secure public or statutory obligations of Holdings or any of its Restricted Subsidiaries or deposits of cash or Government Obligations to secure surety or appeal bonds to which Holdings or any of its Restricted Subsidiaries is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(f) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

 

-101-

(g) minor survey exceptions, minor encumbrances, easements, reservations of, or rights of others for, licenses, rights-of-way, encroachments, protrusions, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning and other restrictions as to the use of real properties or Liens incidental to the conduct other business of Holdings or its Restricted Subsidiaries or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially affect the value of said properties or materially impair their use in the operation of the business of Holdings or its Restricted Subsidiaries, as applicable;

(h) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate reserves have been made;

(i) licenses, sublicenses, leases or subleases of real property which do not materially interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries;

(j) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(k) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions;

(l) Liens (i) on cash advances or earnest money deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(m) Liens (i) in favor of Holdings or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party or (ii) in favor of Holdings or any other Loan Party;

(n) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses (including software and other technology licenses) entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(p) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;

(q) Liens that are contractual rights of setoff or rights of pledge (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other

 

-102-

agreements entered into with customers of Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(r) Liens to secure Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created prior to or within 270 days of the acquisition, construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits;

(s) Liens incurred by a Restricted Subsidiary that is not a Loan Party securing Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted under Section 7.03;

(t) Liens on assets, property or shares of stock at the time of its acquisition or of a Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case other than the Acquired Business and after the Closing Date (including Capitalized Leases); provided that (i) such Liens are not created or incurred in connection with, or in contemplation of, such acquisition or such other Person becoming a Restricted Subsidiary, (ii) such Liens do not extend to any other property owned by Holdings or the Restricted Subsidiaries and (iii) (a) the obligations secured thereby do not exceed $50,000,000 at any time outstanding and (b) the Indebtedness secured thereby is permitted under Section 7.03(g);

(u)(i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries, taken as a whole;

(v) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Holdings and its Restricted Subsidiaries in the ordinary course of business;

(w) deposits made in the ordinary course of business to secure liability to insurance carriers and Liens in respect of the financing of insurance premiums;

(x) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (b), (m), (r), (s), (t), (z), (bb) and (cc) of this Section 7.01; provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (b), (m), (r), (s), (t), (z), (bb) and (cc) of this Section 7.01 at the time the original Lien became a Lien permitted under Section 7.01, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(y) other Liens (which may be Liens on the Collateral so long as any such Liens securing Indebtedness for money borrowed in excess of $100,000,000 in the aggregate (i) are junior to the Liens securing the Obligations and (ii) any such obligations secured by a junior Lien on the Collateral shall be expressly subject to the Junior Lien Intercreditor Agreement) in an amount not to exceed, at the time when incurred, the maximum amount of Indebtedness such that the Total Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended) would not be greater than 3.00:1.00;

 

-103-

(z) Liens securing the obligations in respect of the obligations in respect of the Second Lien Bridge Credit Facility and the documentation relating thereto or the obligations in respect of the Second Lien Notes and the documentation relating thereto, so long as such Liens are subject to the Junior Lien Intercreditor Agreement;

(aa) Liens on the Equity Interests of Unrestricted Subsidiaries;

(bb) Liens on assets of Foreign Subsidiaries that are not Loan Parties to secure Indebtedness permitted under Sections 7.03(t);

(cc) Liens securing Secured Hedge Agreements so long as the related Indebtedness is, and is permitted to be under Section 7.03, secured by a Lien on the same property securing such Secured Hedge Agreement;

(dd) Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts of Holdings and the Restricted Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts in the ordinary course of business;

(ee) Liens on receivables and related assets (including proceeds thereof) which are being sold pursuant to factoring arrangements permitted under Section 7.05(r);

(ff) Liens associated with the Escrow Account; and

(gg) Liens on the Loan Note Escrow Account securing obligations of Holdings or any of its Restricted Subsidiaries under the Loan Notes.

Section 7.02. Investments.

None of Holdings, the Borrower or the Restricted Subsidiaries shall make any Investments, except:

(a) Investments by Holdings or any of its Restricted Subsidiaries in Cash Equivalents or that were Cash Equivalents when made;

(b) loans or advances to officers, directors and employees of Holdings and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings or any direct or indirect parent thereof (provided that the amount of such loans and advances, to the extent made in case, shall be contributed to Holdings in cash as equity (other than Disqualified Equity Interests)) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under clause (iii) above shall not exceed $5,000,000;

(c) Investments (i) by Holdings or any Restricted Subsidiary in any Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party, (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party or in any joint venture, to the extent the aggregate amount of all Investments made pursuant to this clause (iii) does not exceed $75,000,000 at any time outstanding, and (iv) by Loan Parties in any Restricted Subsidiary that is not a Loan Party so long as such Investment is part of a series of simultaneous Investments by Restricted Subsidiaries in other Restricted Subsidiaries that result in all of the proceeds of the initial Investment being invested in one or more Loan Parties;

(d) Investments (i) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) received or acquired (A) in exchange for any other Investment or accounts receivable in connection with or as a result

 

-104-

of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(e) Investments (i) existing on , or made pursuant to legally binding written commitments in existence on, the Effective Date and set forth on Schedule 7.02(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Effective Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of any original Investment under this clause (e) is not increased except by the terms of such Investment as of the Effective Date or as otherwise permitted by Section 7.02;

(f) Investments in Swap Contracts permitted under Section 7.03;

(g) Investments resulting from the receipt of non-cash consideration received in connection with Dispositions permitted by Section 7.05;

(h) any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares or any options for Equity Interests that cannot, as a matter of law, be cancelled, redeemed or otherwise extinguished without the express agreement of the holder thereof at or prior to acquisition) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom (other than in respect of any Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom); (ii) Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants in Section 7.10(a) and (b) after giving effect to such acquisition or investment and any related transactions; (iii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; (iv) to the extent required by Section 6.11, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary (it being understood that the acquisition of an Unrestricted Subsidiary as part of a Permitted Acquisition shall be deemed to be an Investment made in reliance on a provision of this Section 7.02 other than this clause (h)) shall become a Guarantor, in each case, in accordance with Section 6.11, and (v) the aggregate amount of such Investments by Loan Parties in assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition shall not exceed $75,000,000 (any such acquisition, a “Permitted Acquisition”) (net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts, in an amount not to exceed the amount of the original Investment at the time such Investment was made);

(i) Investments made in connection with the Transactions and the Company Reorganization;

(j) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices;

(k) loans and advances to Holdings and any other direct or indirect parent of Holdings, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments permitted to be made to such parent in accordance with Section 7.06(e), (f), (g) or (h);

(l) other Investments (including in connection with Permitted Acquisitions as contemplated pursuant to Sections 7.02(h)(v)) in an aggregate amount outstanding pursuant to this clause (l) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed (x) $200,000,000 (net of any return in respect thereof, including dividends, interest, distributions,

 

-105-

returns of principal, profits on sale, repayments, income and similar amounts, in an amount not to exceed the amount of the original Investment at the time such Investment was made) plus (y) if the Total Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such Investment had been made on the last day of such four quarter period, is less than or equal to 3.50:1.00, the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this subsection (y), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied plus (z) the portion, if any, of the Equity Credit on the date of such election that the Borrower elects to apply to this subsection (z), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Equity Credit immediately prior to such election and the amount thereof elected to be so applied;

(m) advances of payroll payments to employees in the ordinary course of business and Investments made pursuant to employment and severance arrangements of officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;

(n)(i) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business and (ii) Investments the payment for which consists of Equity Interests of Holdings (other than Disqualified Equity Interests) or any direct or indirect parent of Holdings;

(o) Investments of a Restricted Subsidiary acquired after the Closing Date or of an entity merged into or otherwise consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(p) Investments made by any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary contemplated pursuant to Section 7.02(l) or permitted under Section 7.02(h)(v);

(q) Guarantees by Holdings or any of its Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(r) any Investment (i) deemed to exist as a result of a Subsidiary of Holdings that is not a Loan Party distributing a note or other intercompany debt to a parent of such Subsidiary that is a Loan Party (to the extent there is no cash consideration or services rendered for such note) and (ii) consisting of intercompany current liabilities in connection with the cash management, tax and accounting operations of Holdings and its Subsidiaries;

(s) Investments consisting of dividends permitted under Section 7.06;

(t) Restricted Subsidiaries of Holdings may be established or created if Holdings and such Subsidiary comply with the applicable provisions of the Collateral and Guarantee Requirement; provided that, in each case, to the extent such new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by this Section 7.02, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transactions, such new Subsidiary shall not be required to take the actions set forth in the Collateral and Guarantee Requirement, as applicable, until the respective acquisition is consummated (at which time the surviving entity of the respective merger transaction shall be required to so comply);

 

-106-

(u) the forgiveness or conversion to equity of any Indebtedness permitted by Section 7.03; and

(v) The Gates Corporation may sell, contribute or otherwise transfer all of its Equity Interests in any Foreign Subsidiary directly owned by it on the Closing Date to a newly formed, wholly owned Subsidiary; provided that The Gates Corporation shall comply with the applicable provisions with respect to the newly-formed, wholly-owned Subsidiary and such newly-formed, wholly-owned Subsidiary shall comply with the applicable provisions of the Collateral and Guarantee Requirement.

Section 7.03. Indebtedness.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall create, incur or assume any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

(b) Indebtedness (i) outstanding on the Effective Date (provided that with respect to any Indebtedness in excess of $10,000,000 in the aggregate, such Indebtedness will only be permitted under this Section 7.03(b) if listed on Schedule 7.03(b)) and any refinancing thereof and (ii) of Holdings to any Subsidiary of Holdings and of any Subsidiary of Holdings to Holdings or any other Subsidiary of Holdings; provided that, other than in the case of intercompany current liabilities incurred in the ordinary course of business in connection with cash management, tax and accounting operations of Holdings and its Subsidiaries, (x) Indebtedness of any Subsidiary of Holdings that is not a Loan Party owing to a Loan Party shall be (A) subject to Section 7.02 and (B) evidenced by an Intercompany Note and (y) any Indebtedness of any Loan Party to a Subsidiary of Holdings that is not a Loan Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;

(c) Guarantees by Holdings and any Restricted Subsidiary in respect of Indebtedness of Holdings or any Restricted Subsidiary of Holdings otherwise permitted hereunder; provided that (A) no Guarantee of any Second Lien Bridge Credit Facility, the Second Lien Notes or any Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(d) Indebtedness of Holdings or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that no such Indebtedness shall be evidenced by a promissory note unless such note is pledged as Collateral to secure the Obligations;

(e)(i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) to finance the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of the assets or the Capital Stock of any Person owning such assets) by Holdings or any Restricted Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not to exceed $100,000,000 (together with any Permitted Refinancings thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(n) and (iii) any Permitted Refinancing of any of the foregoing;

(f) Indebtedness in respect of Swap Contracts that are incurred in the ordinary course of business (and not for speculative purposes): (A) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted to be incurred under Section 7.03; (B) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (C) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases;

 

-107-

(g) Indebtedness of Holdings or any Restricted Subsidiary existing at the time such Person was acquired or contributed; provided that such Indebtedness is not incurred in contemplation of such acquisition or contribution, and any Permitted Refinancing thereof; provided that (x) such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(t) securing Indebtedness (together with Permitted Refinancings thereof) in an aggregate principal outstanding not to exceed $50,000,000 and Liens securing Indebtedness permitted by Section 7.01(y)) and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than a Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom) and (2) Holdings and its Restricted Subsidiaries will be in Pro Forma Compliance with the covenants in Section 7.10(a) and (b); provided, further, that the aggregate amount of Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties under this Section 7.03(g), together with Indebtedness incurred under Section 7.03(v) below, shall not exceed $75,000,000 at any time outstanding;

(h) Indebtedness representing deferred compensation to employees of Holdings or any of its Restricted Subsidiaries incurred in the ordinary course of business;

(i) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or any direct or indirect parent of Holdings permitted by Section 7.06;

(j) Indebtedness incurred by Holdings or any of its Restricted Subsidiaries arising from agreements providing for indemnification, earn outs, adjustment of purchase price or similar obligations, in each case, incurred in connection with a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

(k) Indebtedness consisting of obligations of Holdings or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder;

(l)(A) Cash Management Obligations and other Indebtedness in respect of overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements or (B) Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(m) Indebtedness of any Loan Party, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed $100,000,000;

(n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(o) Indebtedness incurred by Holdings or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

(p) obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion and performance guarantees provided by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

 

-108-

(q) Indebtedness constituting the Second Lien Bridge Credit Facility and/or the Second Lien Notes from time to time issued as contemplated therein or unsecured Indebtedness issues in lieu thereof (so long as all proceeds of such Second Lien Notes or such unsecured Indebtedness are used to refinance Indebtedness or undrawn commitments under the Second Lien Bridge Credit Facility, including any fees, costs and expenses payable in connection with any such refinancing or otherwise to fund a portion of the Acquisition) in an aggregate principal amount not to exceed $1,150,000,000 at anytime, and any Permitted Refinancing thereof;

(r) Indebtedness supported by a Letter of Credit or bank guarantee, in a principal amount not in excess of the stated amount of such Letter of Credit or bank guarantee;

(s) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (r) above;

(t) Indebtedness incurred by Foreign Subsidiaries that are not Loan Parties to third parties other than Holdings or any of its Subsidiaries in an aggregate principal amount not to exceed $150,000,000 at any time outstanding and any Permitted Refinancing thereof;

(u) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees or (ii) otherwise constituting Investments permitted by Section 7.02(q);

(v) Indebtedness incurred to finance any Investment permitted under Section 7.02 in an aggregate amount not to exceed, together with Indebtedness incurred under the second proviso to Section 7.03(g) above, $100,000,000 at any time outstanding;

(w) Junior Financing (other than Disqualified Equity Interests) incurred by any Loan Party to finance any Investment permitted under Section 7.02; provided that the Total Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if the incurrence of such Indebtedness had been made on the last day of such four quarter period, is less than or equal to the lesser of (x) 3.00:1.00 and (y) 0.50 times lower than the Total Leverage Ratio for the applicable Test Period set forth in Section 7.10(a) (i.e. if the required ratio in Section 7.10(a) is 3.25 to 1.0, the condition to the incurrence of Indebtedness under this clause (w) shall be 2.75 to 1.0);

(x) any intercompany Indebtedness issued or incurred in connection with the Company Reorganization;

(y) Indebtedness under the 2011 Notes and 2015 Notes, and any Swap Contracts entered into in connection therewith; and

(z) Indebtedness under the Loan Notes.

For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (y) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that (i) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03, and (ii) all Indebtedness constituting the Second Lien Bridge Credit Facility and/or the Second Lien Notes will be deemed to be outstanding in reliance only on the exception in clause (q) of Section 7.03; provided, however, that additional Indebtedness constituting the Second Lien Notes may be incurred or issued if otherwise permitted under Sections 7.03(w) and 7.01(y).

 

-109-

Section 7.04. Fundamental Changes.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transactions), except that:

(a) any Restricted Subsidiary may merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction in the United States); provided that the Borrower shall be the continuing or surviving Person, (ii) Holdings or (iii) one or more other Restricted Subsidiaries; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person, except in connection with an Investment or Disposition otherwise permitted hereunder;

(b)(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or Holdings or any Subsidiary may change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings, the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;

(d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the U.S. Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;

(e) so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary or the Borrower, which together with each of its Restricted Subsidiaries, shall have complied

 

-110-

with the requirements of Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement;

(f) Holdings and the Restricted Subsidiaries may consummate the Acquisition, related transactions contemplated by the Implementation Agreement (and documents related thereto), the Company Reorganization and the Transactions; and

(g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Notwithstanding anything else herein to the contrary, prior to the Closing Date, Holdings and the Borrower shall not engage in any material operating or business activities; provided that the following shall be permitted in any event: (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness, (iii) any issuance or sale of its Equity Interests to the Investors, (iv) holding any cash or property (but not operating any property), (v) providing indemnification to officers, managers and directors, (vi) effecting the Transactions and the Company Reorganization and (vii) any activities related, complementary or incidental to the foregoing.

Section 7.05. Dispositions.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall make any Disposition, except:

(a)(i) Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions in the ordinary course of business of property no longer used or useful in the conduct of the business of Holdings or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of Holdings and its Restricted Subsidiaries outside the ordinary course of business;

(b) Dispositions of inventory, goods held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any intellectual property to lapse or go abandoned) in the ordinary course of business;

(c) Dispositions of property to Holdings or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

(d) Dispositions made on the Closing Date to consummate the Transaction and the Company Reorganization;

(e) Dispositions of Cash Equivalents;

(f) leases, subleases, licenses or sublicenses (including the provision of software or the licensing of other intellectual property rights), in each case in the ordinary course of business and which do not materially interfere with the business of Holdings and its Restricted Subsidiaries, taken as a whole;

(g) transfers of property subject to Casualty Events;

(h) Dispositions of property not otherwise permitted under this Section 7.05 in an aggregate amount during the term of this Agreement not to exceed 20% of consolidated total assets of Holdings and its Restricted Subsidiaries as of the Closing Date; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition; (ii) other than with respect to

 

-111-

any Dispositions pursuant to this clause (h) in an aggregate amount during the term of this Agreement not to exceed $150,000,000, the Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such Disposition had been made on the last day of such four quarter period shall be no greater than the Total Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended) and (iii) with respect to any Disposition pursuant to this clause (h) for a purchase price in excess of $10,000,000, Holdings or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), (f), (k), (l)(i), (p), (z), (q)(i) and (ii), and (dd)); provided, however, that for the purposes of this clause (h)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on Holdings’ or the applicable Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which Holdings and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing and (B) any securities received by Holdings or the applicable Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition;

(i) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business and sales of assets received by Holdings or any Restricted Subsidiary from Persons other than Loan Parties upon foreclosure on a Lien;

(j) any exchange of assets for assets or services (other than current assets) related to a similar business of comparable or greater market value or usefulness to the business of Holdings and its Restricted Subsidiaries as a whole, as determined in good faith by the Borrower;

(k) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(l) the unwinding of any Swap Contracts pursuant to its terms;

(m) Dispositions of any Equity Interests or interests in any joint venture entity not constituting a Subsidiary in accordance with the applicable joint venture agreement or arrangement relating thereto;

(n) the sale of any property in a Sale/Leaseback Transaction within six months of the original acquisition of such property;

(o) the Disposition of any Unrestricted Subsidiary;

(p) transactions permitted by Section 7.02, 7.04 and 7.06;

(q) any Disposition of any asset between or among Holdings and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 7.05; and

(r) the sale (without recourse) of receivables (and related assets) pursuant to factoring arrangements entered into in the ordinary course of business.

provided that any Disposition of any property pursuant to Section 7.05(g) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted

 

-112-

by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing upon request of any Loan Party in accordance with Section 9.08.

Section 7.06. Restricted Payments.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall declare or make any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to Holdings and its Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to Holdings and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

(b) Holdings and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

(c) Restricted Payments made (i) on the Closing Date to consummate the Transactions, (ii) to consummate the Company Reorganization and (iii) in order to satisfy indemnity and other similar obligations under the Implementation Agreement;

(d) repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof) or any Restricted Subsidiary of Holdings deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(e) the repurchase, retirement or other acquisition (or dividends to Holdings or any direct or indirect parent of Holdings to finance any such repurchase, retirement or other acquisition) for value of Equity Interests of the Borrower or Holdings or any direct or indirect parent of Holdings held by any future, present or former employee, director or consultant of the Borrower or Holdings or any direct or indirect parent of Holdings or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate amounts paid under this clause (e) do not exceed (i) $5,000,000 in any calendar year or (ii) subsequent to the consummation of an underwritten Qualified IPO of Holdings or any direct or indirect parent thereof, as the case may be, $10,000,000 in any calendar year (with unused amounts in any calendar year being permitted to be carried over to succeeding calendar years subject, subsequent to the consummation of a Qualified IPO of Holdings or any direct or indirect parent thereof, to a maximum of $20,000,000 in the aggregate in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(i) the Net Proceeds received by Holdings or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Equity Interests) of Holdings or any direct or indirect parent of Holdings (to the extent contributed to Holdings) to members of management, directors or consultants of Holdings, any of its Restricted Subsidiaries or any other direct or indirect parent of Holdings that occurs after the Closing Date; plus

(ii) the Net Proceeds of key man life insurance policies received by Holdings or any other direct or indirect parent of Holdings (to the extent contributed to Holdings) and its Restricted Subsidiaries after the Closing Date; less

(iii) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (i) and (ii) of this Section 7.06(e);

 

-113-

(f) Holdings may make Restricted Payments in an aggregate amount equal to (i) $50,000,000 minus (ii) the aggregate principal amount of Junior Financings prepaid, redeemed, purchased or otherwise paid pursuant to Section 7.12(a)(iii),

(g) if the Total Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such Restricted Payment had been made on the last day of such four quarter period, is less than or equal to 3.00:1.00, Holdings may make Restricted Payments in an aggregate amount equal to the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that no Default has occurred and is continuing or would result therefrom;

(h) Holdings or any Restricted Subsidiary may make Restricted Payments to Holdings or any direct or indirect parent of Holdings:

(i) to pay amounts equal to the fees and expenses (including franchise or similar taxes) required to its maintain the corporate existence of Holdings or any direct or indirect parent of Holdings, the customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of Holdings or any direct or indirect parent of Holdings, if applicable, and the general corporate operating and overhead expenses of Holdings or any direct or indirect parent of Holdings, if applicable, in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of Holdings and its Subsidiaries;

(ii) to pay, if applicable, amounts equal to amounts required for Holdings or any direct or indirect parent of Holdings, if applicable, to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to Holdings or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of Holdings or any of its Restricted Subsidiaries incurred in accordance with Section 7.03; and

(iii) to pay fees and expenses incurred by Holdings or any direct or indirect parent of Holdings, other than to Affiliates of Holdings, related to any unsuccessful equity or debt offering of such parent that is directly attributable to the operations of Holdings and its Restricted Subsidiaries;

(i) payments made or expected to be made by Holdings or any of the Restricted Subsidiaries in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options;

(j) the payment of any dividend or other distribution within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of Section 7.06;

(k) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Equity Interests of Holdings or any of its Restricted Subsidiaries issued or incurred in accordance with Section 7.03;

(l) Holdings or any of the Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of

 

-114-

fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms;

(m) any Permitted Refinancing permitted pursuant to Section 7.03(q) shall be permitted;

(n) the payment of any dividend or other distribution to any direct or indirect equity holder of Holdings, the Borrower or a Restricted Subsidiary in amounts required for such equity holder to pay U.S. federal, state, foreign or local income taxes (as the case may be) imposed directly on such equity holder to the extent such income taxes are attributable to the income of Holdings, the Borrower or such Restricted Subsidiary, as the case may be, by virtue of Holdings, the Borrower or Restricted Subsidiary being either a pass-through entity for tax purposes or a member of a consolidated or combined tax group of which Holdings, the Borrower or such Restricted Subsidiary is a member; provided that in each case the amount of such payments in respect of any tax year does not exceed the amount that Holdings, the Borrower or Restricted Subsidiary, as the case may be, would have been required to pay in respect of U.S. federal, state, foreign or local taxes (as the case may be) for such year had Holdings, the Borrower or such Restricted Subsidiary paid such taxes as a stand-alone taxpayer (or stand-alone group) (reduced by any such taxes paid directly by Holdings, the Borrower or such Restricted Subsidiary); and

(o) Holdings or any of its Restricted Subsidiaries may make Restricted Payments from funds held in the Loan Note Escrow Account to the holders of the Loan Notes in accordance with the terms of the Loan Notes Instrument.

Section 7.07. Change in Nature of Business.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by Holdings and the Restricted Subsidiaries on the Closing Date or any business reasonably related, complementary, synergistic or ancillary thereto (including related, complementary, synergistic or ancillary technologies) or reasonable extensions thereof.

Section 7.08. Transactions with Affiliates.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall, directly or indirectly, consummate any transaction of any kind with any Affiliate of Holdings, whether or not in the ordinary course of business, other than (a) transactions between or among Holdings and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction), (b) on terms substantially as favorable to Holdings or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions and the Company Reorganization, (d) transactions for which the board of directors of Holdings has received (and delivered to the Administrative Agent) a written opinion from an Independent Financial Advisor to the effect that the financial terms of such transaction are fair, from a financial standpoint, to Holdings and its Restricted Subsidiaries or not less favorable to Holdings and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate, (e) the entering into of any agreement (and any amendment or modification of any such agreement) to pay, and the payment of, annual management, consulting, monitoring and advisory fees to the Investors in an aggregate amount in any fiscal year not to exceed $3,000,000 plus all out-of-pocket reasonable expenses incurred by the Investors in connection with the performance of management, consulting, monitoring, advisory or other services with respect to the Borrower and any Restricted Subsidiaries, (f) Restricted Payments permitted under Section 7.06, (g) employment and severance arrangements between Holdings and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (h) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of Holdings or any Restricted Subsidiary of Holdings or any direct or indirect parent of Holdings, (i) the issuance of Equity Interests (other than Disqualified Equity Interests) of Holdings to the Investors or any other direct or indirect parent of Holdings or to any director, officer, employee or consultant thereof and any contribution to the

 

-115-

capital of Holdings, (j) (i) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement, which are fair to Holdings and its Restricted Subsidiaries in the reasonable determination of the board of directors or the senior management of Holdings, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (ii) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business, (k) the existence of, or the performance by Holdings or any Restricted Subsidiaries of its obligations under the terms of the Implementation Agreement, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Effective Date and any amendment thereto or similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by Holdings or any Restricted Subsidiaries of its obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Effective Date shall only be permitted by this clause (k) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the Effective Date, (l) the Company Reorganization, (m) transactions between Holdings or any Restricted Subsidiaries and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of Holdings or any direct or indirect parent of Holdings; provided, however, that such director abstains from voting as a director of Holdings or such direct or indirect parent of Holdings, as the case may be, on any matter involving such other Person and (n) pledges of Equity Interests of Unrestricted Subsidiaries.

Section 7.09. Burdensome Agreements.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of Holdings that is not a Guarantor to make Restricted Payments to Holdings or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Effective Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of Holdings, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Holdings; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of Holdings which is not a Loan Party which is permitted by Section 7.03 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(b), (e), (g) or (t) and Liens permitted under Section 7.01(s) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the Second Lien Bridge Credit Agreement or the Second Lien Notes Documentation, (xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit, (xiv) restrictions contained in the 2011 Notes and the 2015

 

-116-

Notes, and any Swap Contracts entered into in connection therewith or (xv) restrictions contained in the Loan Notes Instrument.

Section 7.10. Financial Covenants.

(a) Total Leverage Ratio. Holdings and the Borrower shall not permit the Total Leverage Ratio as of the last day of any fiscal quarter ending during any period set forth in the table below (commencing with the first full fiscal quarter completed after Closing Date) to be greater than the ratio set forth below opposite the last day of any fiscal quarter occurring during the periods set forth below:

 

Test Period ending on or about

    Total
Leverage  Ratio		  

December 31, 2010 — June 30, 2011

      6.10 to 1.0   

September 30, 2011

      6.00 to 1.0   

December 31, 2011

      5.75 to 1.0   

March 31, 2012

      5.55 to 1.0   

June 30, 2012

      5.40 to 1.0   

September 30, 2012

      5.35 to 1.0   

December 31, 2012

      5.25 to 1.0   

March 31, 2013

      5.00 to 1.0   

June 30, 2013

      4.75 to 1.0   

September 30, 2013

      4.55 to 1.0   

December 31, 2013

      4.30 to 1.0   

March 31, 2014

      4.20 to 1.0   

June 30, 2014

      4.05 to 1.0   

September 30, 2014

      3.90 to 1.0   

December 31, 2014 and thereafter

      3.75 to 1.0   

(b) Interest Coverage Ratio. Holdings and the Borrower shall not permit the Interest Coverage Ratio as of the last day of any fiscal quarter ending during any period set forth in the table below (commencing with the first full fiscal quarter completed after Closing Date) to be less than the ratio set forth below opposite the last day of any fiscal quarter occurring during the periods set forth below:

 

Test Period ending on or about

    Interest
Coverage  Ratio		  

December 31, 2010 — June 30, 2011

      1.80 to 1.0   

September 30, 2011

      1.85 to 1.0   

 

-117-

Test Period ending on or about

    Interest
Coverage  Ratio		  

December 31, 2011

      1.95 to 1.0   

March 31, 2012

      2.00 to 1.0   

June 30, 2012 – September 30, 2012

      2.05 to 1.0   

December 31, 2012

      2.10 to 1.0   

March 31, 2013

      2.15 to 1.0   

June 30, 2013

      2.20 to 1.0   

September 30, 2013

      2.25 to 1.0   

December 31, 2013

      2.35 to 1.0   

March 31, 2014

      2.45 to 1.0   

June 30, 2014

      2.55 to 1.0   

September 30, 2014

      2.65 to 1.0   

December 31, 2014 and thereafter

      2.75 to 1.0   

(c) Maximum Capital Expenditures.

(i) Holdings and the Borrower shall not and shall not permit the Restricted Subsidiaries to make any Capital Expenditures that would cause the aggregate amount of Capital Expenditures made by Holdings and the Restricted Subsidiaries in any fiscal year commencing with the 2011 fiscal year of Holdings to exceed $150,000,000 (which may include restructuring expenditure) plus, in the case of any Capital Expenditures constituting restructuring expenditures, an additional $10,000,000 in each fiscal year.

(ii) Notwithstanding anything to the contrary contained in clause (c)(i) above, (x) to the extent that the aggregate amount of Capital Expenditures made by Holdings and the Restricted Subsidiaries in any fiscal year (for the avoidance of doubt, after giving effect to any CapEx Pull-Forward Amount utilized in the preceding year that reduced the amount of Capital Expenditures that could be made in such year but disregarding any Capital Expenditures made in reliance on any Rollover Amount utilized during such year) pursuant to such clause (i) is less than the amount set forth therein, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the immediately succeeding fiscal year (with such Rollover Amount deemed utilized first in such succeeding year) and (y) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.10(c) (including as a result of the application of clause (x) of this clause (ii)) may be increased by an amount not to exceed 50% of the permitted Capital Expenditure limit in the immediately succeeding year (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that are permitted to be made in the immediately succeeding fiscal year.

(iii) In addition to the Capital Expenditures permitted pursuant to the preceding paragraphs (i) and (ii), Holdings the Restricted Subsidiaries may make additional Capital Expenditures in an amount not to exceed the portion, if any, of the Cumulative Credit on the date of such Capital Expenditure that the Borrower elects to apply to this Section 7.10(c)(iii).

 

-118-

Section 7.11. Accounting Changes.

Holdings shall not make any material change in (a) accounting policies or reporting practices, except as required by IFRS-EU, or (b) fiscal year; provided, however, that Holdings may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, Holdings and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

Section 7.12. Prepayments, Etc. of Indebtedness.

(a) None of Holdings, the Borrower or any of the Restricted Subsidiaries shall prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled interest and principal shall be permitted) any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness constituting a Permitted Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g), such Permitted Refinancing is permitted pursuant to Section 7.03(g), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed (x) $50,000,000 minus (y) the aggregate amount of Restricted Payments made pursuant to Section 7.06(f), and (iv) the sum of (x) if the Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings had been made on the last day of such four quarter period, is less than or equal to 3.50 to 1.00, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied, plus (y) the portion, if any, of the Equity Credit on the date of such election that the Borrower elects to apply to this subsection (y), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Equity Credit immediately prior to such election and the amount thereof elected to be so applied.

(b) None of Holdings, the Borrower or any of the Restricted Subsidiaries shall, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any material term or condition of any Junior Financing Documentation or the Loan Note Instrument without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Section 7.13. Permitted Activities.

Notwithstanding anything else herein to the contrary, Holdings shall not engage in any material operating or business activities; provided that the following shall be permitted in any event: (i) its ownership of the Equity Interests of the Target and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities and the Loan Notes, incurrence of debt, payment of dividends, making contributions to the capital of the Target and guaranteeing the obligations of the Borrower, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and directors and (ix) any activities related, complementary or incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the Target other than those for the benefit of the Secured Parties, the holders of the obligations under the Second Lien Bridge Credit Facility and the holders of any Second Lien Notes.

 

-119-

ARTICLE VIII.

Events of Default and Remedies

Section 8.01. Events of Default.

Any of the following from and after the Effective Date shall constitute an event of default (an “Event of Default”):

(a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to the Borrower) or Article VII (provided that the covenants in Section 7.10(a) and (b) are subject to cure pursuant to Section 8.05); or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after written notice thereof by the Administrative Agent or the Required Lenders to the Borrower; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Holdings or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an outstanding aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise); provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided further that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any Restricted Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) consecutive days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) consecutive days, or an order for relief is entered in any such proceeding; or

 

-120-

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of Holdings and the Restricted Subsidiaries, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has an investment grade rating has been notified of such judgment or order and has not denied coverage or an effective indemnity) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(i) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by any Secured Party or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

(j) Change of Control. There occurs any Change of Control; or

(k) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11 or 6.13 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement or pursuant to Section 3.02 hereof) cease to create a valid and perfected first-priority Lien, on and security interest of the Collateral that is (x) purported to be covered thereby and (y) comprises Property that, when taken together with all Property as to which such Lien has so ceased to be effective, has a fair market value in excess of $25,000,000, subject to Liens permitted under Section 7.01, (i) except to the extent that any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and (ii) except as to Collateral consisting of Real Property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; or

(l) ERISA. (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of a Loan Party or a Restricted Subsidiary in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) a Loan Party, any Restricted Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect.

Notwithstanding the foregoing, for the period from the date hereof until the date which is 90 days after the Closing Date (the “Clean-Up Period”), a breach of any representation or warranty in Article V or any covenant in Article VI existing by reason of circumstances existing on the Closing Date and relating solely to the business or operations of the Acquired Business (or any obligation to procure or ensure in relation thereto) shall not constitute a Default if and for so long as the circumstances giving rise to such breach:

(i) are capable of being cured during the Clean-Up Period and Holdings and its Subsidiaries are using reasonable efforts to cure such breach (it being understood for the avoidance of doubt that untrue disclosure or financial statements cannot be cured by amending, supplementing or restating such disclosure or financial statements);

 

-121-

(ii) have not been knowingly caused or approved by the Borrower or Holdings; and

(iii) have not had, and would not reasonably be expected to have, a Material Adverse Effect;

provided that (a) the Borrower shall give the Lenders notice of such breach upon obtaining knowledge thereof by Holdings or any of its Subsidiaries and the steps it is taking to cure such steps and (b) if the relevant circumstances are continuing at the end of the Clean-Up Period, the Default shall be deemed to occur at the end of the Clean-Up Period.

Section 8.02. Remedies upon Event of Default.

If any Event of Default occurs and is continuing following the Certain Funds Period, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

During the Certain Funds Period, if there exists an Event of Default which is continuing that (a) is a Major Default or (b) results from a breach of one or more Major Representations in any material respect or (c) results from a breach of any Scheme Covenant or (d) results from a breach by the Borrower of a Major Covenant, then the Administrative Agent may, and at the request of the Required Lenders, shall, by notice to the Borrower, terminate the Commitments, and thereupon the Commitments shall terminate immediately and all fees and other Obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to Holdings or the Borrower described in Section 8.01(f) or (g), the Commitments shall automatically terminate and all fees and other Obligations of the Borrower accrued hereunder shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Notwithstanding anything to the contrary in this Agreement, during the Certain Funds Period, the Administrative Agent and the Lenders shall not, except as provided in the immediately preceding sentence, (A) have the right to cancel, rescind or terminate the Commitments hereunder if the effect of such cancellation, rescission or termination would prevent or limit the making of any of the Loans during the Certain Funds Period, (B) make or enforce any claims they may have under this Agreement if the effect of such claim or enforcement would prevent or limit the making or borrowing of the Loans during the Certain Funds Period, (C) otherwise exercise any right of set-off or similar right or remedy which it may have in relation to the Loans, (D) rescind, terminate or cancel this Agreement or any of the Facilities or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent or limit the making of any of the Loans during the

 

-122-

Certain Funds Period or (E) cause repayment or prepayment of any amounts arising under this Agreement or under any other Loan Document to the extent to do so would prevent or limit the making of the Loans during the Certain Funds Period; and all provisions in the Loan Document shall be interpreted and construed accordingly. During the Certain Funds Period, subject to Section 4.02 of this Agreement, the Administrative Agent and the Lenders shall not otherwise refuse to make available the Loans. After the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that certain rights, remedies and entitlements were not exercised or available during the Certain Funds Period.

Section 8.03. Exclusion of Immaterial Subsidiaries.

Solely for the purpose of determining whether a Default or Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary (an “Immaterial Subsidiary”) affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of Holdings, have assets with a fair market value in excess of 5% of the Total Assets of Holdings and the Restricted Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

Section 8.04. Application of Funds.

After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations and/or under Section 9.11 shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law):

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest and fees on the Loans, Commitments, Letters of Credit and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of all other Obligations of the Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

 

-123-

Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower as applicable.

In consideration for the covenants given to the Collateral Agent by each Loan Party in Section 10.22, the Collateral Agent agrees with each Loan Party to apply all moneys from time to time paid by such Loan Party to the Collateral Agent in accordance with the provisions of Section 8.04.

Section 8.05. Borrower’s Right to Cure.

(a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, in the event of any Event of Default or potential Event of Default under the covenants set forth in Sections 7.10(a) and/or (b) and at any time until the expiration of the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, if Holdings receives a Specified Equity Contribution, Holdings may apply the amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (i) are actually received by Holdings as cash equity other than Disqualified Equity Interests (including through capital contribution of such net cash proceeds to Holdings) no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.10 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

(b)(i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than four Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause Holdings to be in Pro Forma Compliance with Sections 7.10(a) and/or (b) for any applicable period and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Sections 7.10(a) and/or (b) for the fiscal quarter immediately prior to the fiscal quarter in which such Specified Equity Contribution was made.

ARTICLE IX.

Administrative Agent and Other Agents

Section 9.01. Appointment and Authority.

(a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Citibank, N.A., to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to it by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

(b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article and in the definition of “Related Parties” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

 

-124-

(c) Each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank) and the Agents hereby irrevocably appoints and authorizes the Collateral Agent to act on its behalf as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any sub-agents and appointed by the Administrative Agent or the Collateral Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent or the Collateral Agent), shall be entitled to the benefits of all provisions of this Article and Section 10.05 as though such sub-agents were the “Collateral Agent” under the Loan Documents as if set forth in full herein with respect thereto.

Section 9.02. Rights as a Lender.

The Person serving as the Administrative Agent or Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Collateral Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent or Collateral Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent or Collateral Agent hereunder and without any duty to account therefor to the Lenders.

Section 9.03. Exculpatory Provisions.

No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent and the Collateral Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or Collateral Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that none of the Administrative Agent and the Collateral Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Laws; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or the Collateral Agent or any of their Affiliates in any capacity.

None of the Administrative Agent or the Collateral Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent or Collateral Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.02 and 10.01) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent and the Collateral Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.

 

-125-

None of the Administrative Agent or the Collateral Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the Collateral Agent.

Section 9.04. Reliance by Administrative Agent.

The Administrative Agent and the Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent and the Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent and the Collateral Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent and the Collateral Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 9.05. Delegation of Duties.

The Administrative Agent and the Collateral Agent may perform any and all of their respective duties and exercise their respective rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent or the Collateral Agent, as applicable. The Administrative Agent, the Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and the Collateral Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent or as Collateral Agent.

Section 9.06. Resignation of Successor Administrative Agent.

The Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. If the Administrative Agent or the Collateral Agent is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Borrower may, upon ten (10) days’ notice remove such Agent. Upon receipt of any such notice of removal or resignation, the Required Lenders shall have the right, in consultation with the Borrower (or, if such successor is not an Initial Lender, with the consent of the Borrower, not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in New York City or an Affiliate of any such bank with an office in New York City. If no such successor shall have been so appointed by the Required Lenders (and, if applicable, consented to by the Borrower) and shall have accepted such appointment within 30 days after receipt of such removal notice or the retiring Administrative Agent or Collateral Agent, as applicable, gives notice of its resignation, then the retiring or removed Administrative Agent or Collateral Agent, as applicable, may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above provided that if the Administrative Agent or Collateral Agent, as applicable, shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring or removed Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent, as applicable, on behalf of the Lenders

 

-126-

or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent or Collateral Agent, as applicable, shall continue to hold such collateral security until such time as a successor Administrative Agent or Collateral Agent, as applicable, is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent, as applicable, shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent or Collateral Agent, as applicable, as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Administrative Agent or Collateral Agent, as applicable, and the retiring or removed Administrative Agent or Collateral Agent, as applicable, shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent or Collateral Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s or Collateral Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring or removed Administrative Agent or Collateral Agent, as applicable, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent or Collateral Agent, as applicable, was acting as Administrative Agent or Collateral Agent.

Section 9.07. Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 9.08. Collateral and Guaranty Matters.

The Lenders irrevocably authorize the Administrative Agent and/or the Collateral Agent. as applicable:

(a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (including as a result of a Letter of Credit being deemed to be no longer outstanding hereunder in accordance with the Cash Collateralization or back-to-back letter of credit provisions set forth in Section 2.03(g)), (ii) that is sold, disposed of or transferred or to be sold, disposed of or transferred as part of or in connection with any sale, disposition or transfer permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below or (v) that constitutes assets or Equity Interests of any Restricted Subsidiary that is designated as an Unrestricted Subsidiary pursuant to Section 6.14;

(b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(e), (f), (j), (l), (o), (r), (t), (w) and (solely to the extent refinancing Indebtedness secured by a Lien permitted under Section 7.01(r) or (t)) (x);

 

-127-

(c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Specified Junior Financing Obligation unless and until each guarantor is (or is being simultaneously) released from its guarantee with respect to such Specified Junior Financing Obligation; and

(d) to release any Lien on any Collateral upon the consummation of any transaction permitted by the Loan Documents as a result of which such Collateral becomes an Excluded Asset (as defined in the U.S. Security Agreement).

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.08. In each case as specified in this Section 9.08, the Collateral Agent or the Administrative Agent will, at the Borrower’s expense, promptly execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.08.

Section 9.09. No Other Duties, Etc.

Anything herein to the contrary notwithstanding, none of the Joint Bookrunners or any Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, a Lender or the L/C Issuer hereunder.

Section 9.10. Appointment of Supplemental Administrative Agents.

(a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent or the Collateral Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent and the Collateral Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, cotrustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”).

(b) In the event that the Administrative Agent or the Collateral Agent appoints a Supplemental Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent or the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Agent to the extent, and only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Agent shall run to and be enforceable by either the Administrative Agent, the Collateral Agen tor such Supplemental Agent, and (ii) the provisions of this Article and of Sections 10.04 and 10.05 (obligating the Borrower to pay the Administrative Agent’s and the Collateral Agent’s expenses and to indemnify the Administrative Agent and the Collateral Agent) that refer to the Administrative Agent or the Collateral Agent shall inure to the benefit of such Supplemental Agent and all references therein to the Administrative Agent or the Collateral Agent shall be deemed to be references to the Administrative Agent and/or the Collateral Agent and/or such Supplemental Agent, as the context may require.

 

-128-

(c) Should any instrument in writing from the Borrower or any other Loan Party be required by any Supplemental Agent so appointed by the Administrative Agent or the Collateral Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent or the Collateral Agent, as applicable, until the appointment of a new Supplemental Agent.

Section 9.11. Withholding Tax.

To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender (including, for purposes of this Section 9.11, any L/C Issuer), an amount equivalent to any applicable withholding tax. Without limiting or expanding the obligations of any Loan Party under Section 3.01, each Lender shall, and does hereby, indemnify the Administrative Agent, within thirty (30) calendar days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.11. The agreements in this Section 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of any Loans and all other amounts payable hereunder.

ARTICLE X.

Miscellaneous

Section 10.01. Amendments, Etc.

Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it being understood that a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled for, or reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender holding the applicable Obligation (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and it being understood that any change to the definition of “Total Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest);

(c) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other

 

-129-

amounts payable hereunder or under any other Loan Document (or change the timing of payments of such fees or other amounts) without the written consent of each Lender holding such Loan, L/C Borrowing or to whom such fee or other amount is owed (it being understood that any change to the definition of “Total Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest);

(d) change any provision of this Section 10.01 or the definition of “Required Lenders” without the written consent of each Lender, or the definition of “Required Class Lenders,” Section 8.04 or the definition of “Pro Rata Share” or Section 2.12(a), 2.12(g) or 2.13 without the written consent of each Lender directly affected thereby;

(e) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender;

(g) without the written consent of each Lender adversely affected thereby, amend the portion of the definition of “Interest Period” that reads as follows: “one, two, three or six months thereafter or, to the extent agreed by each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter”;

(h) waive or modify any mandatory prepayment of the Term Loans required under Section 2.05 without the written consent of the Required Class Lenders; or

(i) change any provision that would impose any restriction on the ability of any Lender to assign any of its rights or obligations without the written consent of each Lender directly affected thereby;

and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, shall adversely affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, adversely affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification and (v) no amendment, waiver or consent shall amend, modify supplement or waive any condition precedent to any extension of credit under the Revolving Credit Facility set forth in Section 4.03 without the written consent of the Required Revolving Lenders (it being understood that amendments, modifications, supplements or waivers of any other provision of any Loan Document, including any representation or warranty, any covenant or any Default, shall be deemed to be effective for purposes of determining whether the conditions precedent set forth in Section 4.03 have been satisfied regardless of whether the Required Revolving Lenders shall have consented to such amendment, modification, supplement or waiver).

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. Notwithstanding the foregoing, this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of the Administrative Agent, the applicable

 

-130-

Swing Line Lender(s), Holdings and the Borrower so long as the obligations of the Revolving Credit Lenders and, if applicable, the other Swing Line Lender are not affected thereby.

In addition, notwithstanding the foregoing, this Agreement may be amended (x) with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the Replacement Term A Loans (as defined below) to permit the refinancing of all outstanding Term A Loans (“Refinanced Term A Loans”) with one or more replacement term loan tranches denominated in Dollars (“Replacement Term A Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term A Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans, (b) the Applicable Rate for such Replacement Term A Loans shall not be higher than the Applicable Rate for such Refinanced Term A Loans, (c) the Weighted Average Life to Maturity of Replacement Term A Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term A Loans, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term A Loans) and (d) all other terms applicable to such Replacement Term A Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term A Loans than, those applicable to such Refinanced Term A Loans except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term A Loans in effect immediately prior to such refinancing and (y) with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the Replacement Term B Loans (as defined below) to permit the refinancing of all outstanding Term B Loans (“Refinanced Term B Loans”) with one or more replacement term loan tranches denominated in Dollars (“Replacement Term B Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term B Loans, (b) the Applicable Rate for such Replacement Term B Loans shall not be higher than the Applicable Rate for such Refinanced Term B Loans, (c) the Weighted Average Life to Maturity of Replacement Term B Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term B Loans, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term B Loans) and (d) all other terms applicable to such Replacement Term B Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term B Loans than, those applicable to such Refinanced Term B Loans except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term B Loans in effect immediately prior to such refinancing.

Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments, waivers and consents hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Class Lenders, the Required Lenders or all of the Lenders, as required, have approved any such amendment, waiver or consent (and the definitions of “Required Class Lenders” and “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Notwithstanding anything to the contrary contained in this Section 10.01, (i) the Borrower and the Administrative Agent may, without the input or consent of the Lenders, effect amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provisions of Sections 2.14; (ii) the Syndication Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (iii) the Administrative Agent is hereby authorized by the Lenders to approve the forms of Collateral Documents as contemplated herein, and to enter into any Loan Documents in such forms as approved by it on or prior to the Closing Date (and thereafter as contemplated by the provisions of this Credit Agreement); (iv) the Administrative Agent shall be permitted to agree to such modifications to the Schedules hereto on or prior to the Closing Date as shall be reasonably satisfactory to the Administrative Agent; (v) the Borrower and the Administrative Agent may, without the input or consent of the Lenders, effect amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Joint

 

-131-

Lead Arrangers in connection with the syndication of the Facilities that are consistent with the market flex provisions of the Syndication Letter as in effect on the Effective Date or otherwise not materially adverse to the Lenders (or one or more Facilities thereof); (vi) the Borrower and the Administrative Agent may, without the input or consent of the Lenders, effect amendments to the Collateral Documents (including the Junior Lien Intercreditor Agreement) to effect such customary changes as may be requested by any Person acting as trustee or collateral trustee in respect of the Second Lien Notes or any Permitted Refinancing thereof in the form of debt securities and (vii) guarantees, collateral security documents and related documents executed by any Person in connection with this Agreement may be in a form reasonably determined by the Administrative Agent or Collateral Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent or Collateral Agent, as applicable, at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order (a) to comply with or reflect customary practices under local Law or advice of local counsel, (b) to cure ambiguities, omissions, mistakes or defects or (c) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Section 10.02. Notices and Other Communications; Facsimile Copies.

(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to Holdings, the Borrower or the Administrative Agent, the Collateral Agent, an L/C Issuer or a Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to Holdings, the Borrower and the Administrative Agent, the Collateral Agent, an L/C Issuer or a Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(d)), when delivered; provided that notices and other communications to the Administrative Agent, the Collateral Agent, an L/C Issuer and a Swing Line Lender pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or other electronic communication. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.

(c) Reliance by Agents and Lenders. The Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of

 

-132-

competent jurisdiction. All telephonic notices to the Administrative Agent or Collateral Agent may be recorded by the Administrative Agent or the Collateral Agent, and each of the parties hereto hereby consents to such recording.

(d) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. Each of the Administrative Agent, Holdings or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(e) Agency of the LLC Co-Borrower. The Corporate Co-Borrower irrevocably appoints the LLC Co-Borrower as its agent for all purposes relevant to this Agreement, including the giving and receipt of notices and execution and delivery of all documents, instruments, and certificates contemplated herein (including, without limitation, execution and delivery to the Administrative Agent of Committed Loan Notices) and all modifications hereto. Any acknowledgment, consent, direction, certification, or other action which might otherwise be valid or effective only if given or taken by all or either Borrower or acting singly, shall be valid and effective if given or taken only by the LLC Co-Borrower, whether or not the Corporate Co-Borrower joins therein, and the Agents and the Lenders shall have no duty or obligation to make further inquiry with respect to the authority of the LLC Co-Borrower under this Section 10.02; provided that nothing in this Section 10.02(e) shall limit the effectiveness of, or the right of the Agents and the Lenders to rely upon, any notice (including, without limitation, a Committed Loan Notice), document, instrument, certificate, acknowledgment, consent, direction, certification or other action delivered by any Borrower pursuant to this Agreement.

Section 10.03. No Waiver; Cumulative Remedies.

No failure by any Lender or the Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 10.04. Attorney Costs and Expenses.

The Borrower agrees (a) if the Effective Date occurs, to pay or reimburse the Agents for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to Cahill Gordon & Reindel LLP and one special counsel (and one local counsel in each applicable jurisdiction and, solely in the event of an actual or potential conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons (or each group of affected Persons), taken as a whole) and (b) from and after the Effective Date, to pay or reimburse the Agents and each Lender for all reasonable

 

-133-

and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel and one special counsel to the Agents (and one local counsel in each applicable jurisdiction and, solely in the event of an actual or potential conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons (or each group of affected Persons), taken as a whole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Section 10.05. Indemnification by the Borrower.

Whether or not the transactions contemplated hereby are consummated, from and after the Effective Date, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, and directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs which shall be limited to Attorney Costs of one counsel and one special to the Agents and one counsel to the other Lenders (and one local counsel in each applicable jurisdiction and, solely in the event of an actual or potential conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons (or each group of affected Persons), taken as a whole)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, or (c) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability related in any way to any Loan Parties or any Subsidiary, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final, non-appealable judgment of a court of competent jurisdiction or (y) a material breach of its obligations under the Loan Documents by such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee as determined by the final, non-appealable judgment of a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement unless resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee, as determined by the final, non-appealable judgment of a court of competent jurisdiction, nor shall any Indemnitee or the Borrower or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) except with respect to Loan Parties to the extent such damages would otherwise be subject to indemnification pursuant to this Section 10.05. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05

 

-134-

applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, any Loan Party’s directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of, or assignment of rights by, any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, any indemnification relating to Taxes, other than to the extent of any Taxes that represent losses, damages, etc. resulting from any non-Tax claim, shall be covered by Sections 3.01 and 3.04 and shall not be covered by this Section 10.05.

Section 10.06. Payments Set Aside.

To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall, to the fullest extent possible under provisions of applicable Law, be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect.

Section 10.07. Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (except as permitted by Section 7.04) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below and subject to Section 10.07(d) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower (not to be unreasonably withheld or delayed), provided that no consent of the Borrower shall be required for (i) an assignment of all or a portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) an assignment related to Revolving Credit Commitments or Revolving Credit Exposure to a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender or (iii) if an Event of Default has occurred and is continuing, any Assignee;

 

-135-

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of (i) all or any portion of a Term Loan to a Lender or an Approved Fund or (ii) all or any portion of a Revolving Credit Commitment to a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender;

(C) each L/C Issuer at the time of such assignment, provided that no consent of the L/C Issuers shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent; and

(D) the Swing Line Lenders; provided that no consent of a Swing Line Lender shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent.

Notwithstanding the foregoing or anything to the contrary set forth herein, any assignment of any Loans or Commitments to any Affiliated Lender shall also be subject to the requirements set forth in Section 10.07(k).

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than an amount of (x) $5,000,000 (in the case of each Revolving Credit Loan) and shall be in increments of an amount of $1,000,000 in excess thereof unless each of the Borrower and the Administrative Agent otherwise consents, (y) $250,000 (in the case of an assignment of a Term Loan by the Initial Lenders during the initial syndication of the Term Loans) and shall be in increments of an amount of $250,000 in excess thereof unless each of the Borrower and the Administrative Agent otherwise consents and (z) $1,000,000 (in the case of an assignment of any other Term Loan), and shall be in increments of an amount of $1,000,000 in excess thereof unless each of the Borrower and the Administrative Agent otherwise consents, provided in each case that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent, in its sole discretion, may elect to waive such processing and recordation fee;

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

(D) on or before the date on which it becomes a party to this Agreement, the Assignee shall deliver to the Borrower and the Administrative Agent the forms or certifications, as applicable, described in Section 3.01(e), to the extent required thereby.

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis among such Facilities.

(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be

 

-136-

entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).

(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and the amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Any Lender may at any time sell participations to any Person (other than a natural person, Holdings or any of its Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that requires the affirmative vote of such Lender. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections, including the requirement to provide the forms and certificates pursuant to Section 3.01(e)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting as a non-fiduciary agent of the Borrower (solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Loan Parties and each Non-Debt Fund Affiliate (by its acquisition of a participation in any Lender’s rights and/or obligations under this Agreement) hereby agree that if a case under Title 11 of the United States Code is commenced against any Loan Party, to the extent that any Non-Debt Fund Affiliate would have the right to direct any Participant with respect to any vote with respect to any plan of reorganization with respect to any Loan Party (or to directly vote on such plan of reorganization) as a result of any participation taken by such Non-Debt Fund Affiliate pursuant to this Section 10.07(e), such Loan Party shall seek (and each Non-Debt Fund Affiliate shall consent) to provide that the vote of any Non-Debt Fund Affiliate (in its capacity as a Participant) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Non-Debt Fund Affiliate’s vote (in its capacity as a Participant) may be counted to the extent any such plan of reorganization proposes to treat the participation in any Obligations held by such Non-Debt Fund Affiliate in a manner that is less favorable in any material respect to such Non-Debt Fund Affiliate than the proposed treatment of similar Obligations held by Lenders or Participants that are not Affiliates of the Borrower. Each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund Affili

 

-137-

ate and in the name of such Non-Debt Fund Affiliate (solely in respect of Loans and participations therein and not in respect of any other claim or status such Non-Debt Fund Affiliate may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph.

(f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (not to be unreasonably withheld or delayed).

(g) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) an SPC shall be entitled to the benefit of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such Sections, including the requirement to provide the forms and certificates pursuant to Section 3.01(e)), but neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement, unless the grant to the SPC was made with the prior written consent of the Borrower, not to be unreasonably withheld or delayed (for the avoidance of doubt, the Borrower shall have reasonable basis for withholding consent if an exercise by SPC immediately after the grant would result in materially increased indemnification obligation to the Borrower at such time), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(i) Notwithstanding anything to the contrary contained herein, without the consent of the Borrower or the Administrative Agent, (1) any Lender may in accordance with Applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(j) Notwithstanding anything to the contrary contained herein, any L/C Issuer or Swing Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or Swing Line Lender shall have identified a successor L/C Issuer or Swing Line

 

-138-

Lender reasonably acceptable to the Borrower willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable, and the effectiveness of such resignation shall be conditioned upon such successor assuming the rights and duties of the L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans, Eurocurrency Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

(k)(i) Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to any Affiliated Lender in accordance with Section 10.07(b); provided that:

(A) no Default or Event of Default has occurred or is continuing or would result therefrom;

(B) the assigning Lender and Affiliated Lender purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit M hereto (an “Affiliated Lender Assignment and Assumption”) in lieu of an Assignment and Assumption;

(C) for the avoidance of doubt, Lenders shall not be permitted to assign Term Commitments (other than Incremental Term Loan Commitments), Revolving Credit Commitments or Revolving Credit Loans to any Affiliated Lender;

(D) any Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled for upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder;

(E)(i) no Purchasing Borrower Party may use the proceeds from Revolving Credit Loans or Swing Line Loans to purchase any Term Loans and (ii) Term Loans may only be purchased by a Purchaser Borrowing Party if, after giving effect to any such purchase, the sum of (x) the excess of the aggregate Revolving Credit Commitments at such time less the aggregate Revolving Credit Exposure plus (y) the amount of unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries shall be not less than $200,000,000;

(F) each Affiliated Lender represents and warrants as of the date of any assignment to such Affiliated Lender pursuant to this Section 10.07(k) that neither the Affiliated Lender nor any of its Affiliates has any Material Non-Public Information; and

(G) no Term A Loan or Term B Loan may be assigned to an Affiliated Lender pursuant to this Section 10.07(k), if after giving effect to such assignment, Affiliated Lenders in the aggregate would own in excess of 10% of all Term A Loans or Term B Loans, respectively, then outstanding.

(ii) Notwithstanding anything to the contrary in this Agreement, no Non-Debt Fund Affiliate shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited, (ii) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to any Loan Party or its representatives (and in any case, other than the right to receive notices of

 

-139-

prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to Article II), or (iii) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent, the Collateral Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents.

(l) Notwithstanding anything in Section 10.01 or the definition of “Required Lenders” or “Required Class Lenders” to the contrary, for purposes of determining whether the Required Lenders, the Required Class Lenders or the Required Revolving Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document:

(x) all Term Loans held by any Non-Debt Fund Affiliate shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders or Required Class Lenders have taken any actions; and

(y) all Term Loans, Revolving Credit Commitments and Revolving Credit Exposure held by Debt Fund Affiliates may not account for more than 50% of the Term Loans, Revolving Credit Commitments and Revolving Credit Exposure of consenting Lenders included in determining whether the Required Lenders, the Required Class Lenders or the Required Revolving Lenders have consented to any action pursuant to Section 10.01.

Additionally, the Loan Parties and each Non-Debt Fund Affiliate hereby agree that if a case under Title 11 of the United States Code is commenced against any Loan Party, such Loan Party shall seek (and each Non-Debt Fund Affiliate shall consent) to provide that the vote of any Non-Debt Fund Affiliate (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Non-Debt Fund Affiliate’s vote (in its capacity as a Lender) may be counted to the extent any such plan of reorganization proposes to treat the Obligations held by such Non-Debt Fund Affiliate in a manner that is less favorable in any material respect to such Non-Debt Fund Affiliate than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. Each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund Affiliate and in the name of such Non-Debt Fund Affiliate (solely in respect of Loans and participations therein and not in respect of any other claim or status such Non-Debt Fund Affiliate may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph.

In the event that any Revolving Credit Lender shall become a Defaulting Lender or S&P, Moody’s and Thompson’s BankWatch (or InsuranceWatch Ratings Service, in the case of Lenders that are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by Insurance Watch Ratings Service)) shall, after the date that any Lender becomes a Revolving Credit Lender, downgrade the long term certificate deposit ratings of such Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the case of a Lender that is an insurance company (or B, in the case of an insurance company not rated by InsuranceWatch Ratings Service)) (or, with respect to any Revolving Credit Lender that is not rated by any such ratings service or provider, any L/C Issuer or the Swing Line Lender shall have reasonably determined that there has occurred a material adverse change in the financial condition of any such Lender, or a material impairment of the ability of any such Lender to perform its obligations hereunder, as compared to such condition or ability as of the date that any such Lender became a Revolving Credit Lender) then such L/C Issuer or Swing Line Lender shall have the right, but not the obligation, at its own expense, upon notice to such Lender, the Borrower and the Administrative Agent, to replace such Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.07(b) above), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.07(b) above, including, for the avoidance of doubt, the prior written consent of the Borrower to the extent otherwise required by Section 10.07(b)) all its interests, rights and obligations in respect of its Revolving

 

-140-

Credit Commitment to such assignee; provided, however, that (i) no such assignment shall conflict with any law, rule and regulation or order of any Governmental Authority and (ii) such L/C Issuer, Swing Line Lender or such assignee, as the case may be, shall pay to such Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder.

Section 10.08. Confidentiality.

Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ managers, administrators, directors, officers, employees, trustees, partners, investors, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority or self regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates); (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08 or becomes available to the Administrative Agent, any Joint Bookrunner, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than a Loan Party or any Investor or their respective related parties (so long as such source is not known to the Administrative Agent, such Joint Bookrunner, such Lender, the L/C Issuer or any of their respective Affiliates to be bound by confidentiality obligations to any Loan Party); (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender) or to the CUSIP Service Bureau or any similar organization; or (j) in connection with the exercise of any remedies hereunder, under any other Loan Document or the enforcement of its rights hereunder or thereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from the Loan Parties relating to any Loan Party, its Affiliates or its Affiliates’ directors, managers, officers, employees, trustees, investment advisors or agents, relating to Holdings, the Borrower or any of their Subsidiaries or its business, other than any such information that is publicly available to any Agent, any L/C Issuer or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the Effective Date, such information is clearly identified at the time of delivery as confidential or is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof. Any Person required to maintain the confidentiality of Information as provided in this Section 10.08 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 10.09. Setoff.

In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but not fiduciary accounts) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to

 

-141-

such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have at Law.

Section 10.10. Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 10.11. Counterparts.

This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

Section 10.12. Integration; Termination.

This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 10.13. Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

 

-142-

Section 10.14. Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.15. GOVERNING LAW.

(a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT (OTHER THAN ANY LOAN DOCUMENT EXPRESSLY GOVERNED BY THE LAWS OF ANOTHER JURISDICTION) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 10.16. WAIVER OF RIGHT TO TRIAL BY JURY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10.17. Agent for Service of Process.

Each Foreign Loan Party hereby irrevocably appoints the Borrower with an office on the date hereof at 1551 Wewatta Street, Denver, Colorado 80202, United States, as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other notice, document or process which may be served in such suit, action or proceeding. Such service may be made by mailing or delivering a copy of such process to such Foreign Loan Party in care of the Process Agent, and each Foreign Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service,

 

-143-

each Foreign Loan Party also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Borrower at its address specified on the first page of this Letter.

Section 10.18. Binding Effect.

This Agreement shall become effective when it shall have been executed by the Loan Parties and the Administrative Agent shall have been notified by each Lender, the Swing Line Lenders and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their respective successors and assigns, in each case in accordance with Section 10.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

Section 10.19. USA Patriot Act.

Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name, address and tax identification number of the Borrower and other information regarding the Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the USA Patriot Act. This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative Agent.

Section 10.20. No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby, each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Agents, the Joint Bookrunners and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Agents, the Joint Bookrunners and the Lenders is and has been acting solely as a principal and except as expressly agreed in writing by the relevant parties, is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Agents, the Joint Bookrunners or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto except as expressly agreed in writing by the relevant parties, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Agents, the Joint Bookrunners or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Agents, the Joint Bookrunners and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Agents, the Joint Bookrunners or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Agents, the Joint Bookrunners and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

Section 10.21. Joint and Several Liability.

 

-144-

All Loans, upon funding, shall be deemed to be jointly funded to and received by the LLC Co-Borrower and the Corporate Co-Borrower. Each of the LLC Co-Borrower and the Corporate Co-Borrower is jointly and severally liable under this Agreement for all Obligations, regardless of the manner or amount in which proceeds of Loans are used, allocated, shared or disbursed by or among the LLC Co-Borrower and the Corporate Co-Borrower themselves, or the manner in which an Agent and/or any Lender accounts for such Loans on its books and records.

Section 10.22. Parallel Debt.

(a) Without prejudice to the provisions of this Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and to be granted by the Loan Parties to the Collateral Agent for the benefit of the Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, the limitations set out in any joinder agreement delivered in accordance with Section 6.11, shall be owing as a separate and independent obligation of such Loan Party to the Collateral Agent (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”). Solely for the purposes of the Collateral Documents governed by Russian law, the Collateral Agent acts as a joint and several creditor with each Secured Party.

(b) Each Loan Party and the Collateral Agent acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and the Collateral Documents (including the Junior Lien Intercreditor Agreement).

(c) Every payment of monies made by a Loan Party to the Collateral Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Loan Party contained in Section 10.22(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Collateral Agent shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.

(d) Subject to the provision in paragraph (c) of this Section 10.22, but notwithstanding any of the other provisions of this Section 10.22:

(i) the total amount due and payable as Parallel Debt under this Section 10.22 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent or to the Administrative Agent on behalf of the Secured Parties or any of them to reduce the outstanding principal amount of the Obligations or the Collateral Agent or the Administrative Agent on behalf of the Secured Parties otherwise receives any amount in payment of the Obligations; and

(ii) to the extent that a Loan Party shall have paid any amounts to the Administrative Agent or to the Collateral Agent under the Parallel Debt or the Administrative Agent or the Collateral Agent shall have otherwise received monies in payment of the Parallel Debt, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the Obligations.

 

-145-

(e) In the event of a resignation of the Collateral Agent or the appointment of a new Collateral Agent pursuant to Section 9.06 of this Agreement, the retiring Collateral Agent shall assign the Parallel Debt owed to it to the successor Collateral Agent.

ARTICLE XI.

Guarantee

Section 11.01. The Guarantee.

Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes, if any, held by each Lender of, the Borrower (other than such Guarantor), and all other Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Holdings or any Restricted Subsidiary under any Secured Hedge Agreement or any Cash Management Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever (except to the extent otherwise required by any Loan Document), and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 11.02. Obligations Unconditional.

The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i) at any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

 

-146-

(v) the release of any other Guarantor pursuant to Section 11.09 or otherwise.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever (except to the extent otherwise required by any Loan Document), and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Section 11.03. Reinstatement.

The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 11.04. Subrogation; Subordination.

Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 7.03(b)(ii) or 7.03(d) shall be subordinated to such Loan Party’s Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.

Section 11.05. Remedies.

The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01.

Section 11.06. Instrument for the Payment of Money.

Each Guarantor hereby acknowledges that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of

 

-147-

a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

Section 11.07. Continuing Guarantee.

The guarantee in this Article XI is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

Section 11.08. General Limitation on Guarantee Obligations.

In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Section 11.09. Release of Guarantors.

If, in compliance with the terms and provisions of the Loan Documents, Equity Interests of any Subsidiary Guarantor (a “Transferred Guarantor”) are sold or otherwise transferred, following which transfer such Subsidiary Guarantor ceases to be a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect the releases described in this Section 11.09.

When all Commitments hereunder have terminated, and all Loans or other Obligation hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations, obligations under Secured Hedge Agreements or in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement.

Section 11.10. Right of Contribution.

Each Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04. The provisions of this Section 11.10 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

 

-148-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

PINAFORE, LLC
By:   

/s/ Konstantin Gilis

   Name: Konstantin Gilis
   Title: Vice President
PINAFORE, INC.
By:   

/s/ Konstantin Gilis

   Name: Konstantin Gilis
   Title: Vice President
PINAFORE ACQUISITIONS LIMITED
By:   

/s/ Konstantin Gilis

   Name: Konstantin Gilis
   Title: Director

 

S-1

CITIBANK, N.A., as Administrative Agent, L/C Issuer, Swing Line Lender and a Lender
By:   

/s/ Caesar Wyszomirski

   Name: Caesar Wyszomirski
   Title: Vice President

 

S-2

CITICORP USA, INC., as Collateral Agent
By:   

/s/ Caesar Wyszomirski

   Name: Caesar Wyszomirski
   Title: Director

 

S-3

BANK OF AMERICA, N.A., as a Lender
By:   

/s/ William Pegler

   Name: William Pegler
   Title: Director

 

S-4

BARCLAYS BANK PLC, as a Lender

By:   

/s/ Kevin Cullen

   Name: Kevin Cullen
   Title: Director

 

S-5

ROYAL BANK OF CANADA, as a Lender
By:   

/s/ James F. Disher

   Name: James F. Disher
   Title: Authorized Signatory

 

S-6

UBS LOAN FINANCE LLC, as a Lender
By:   

/s/ Irja R. Otsa

   Name: Irja R. Otsa
   Title: Associate Director
By:   

/s/ April Varner-Nanton

   Name: April Varner-Nanton
   Title: Director

 

S-7

EX-10.2 17 dex102.htm EXHIBIT 10.2 Exhibit 10.2

Exhibit 10.2

AMENDMENT NO. 3, dated as of September 28, 2010 (this “Amendment”), to the Credit Agreement, dated as of July 27, 2010 and amended and restated on August 6, 2010 and as further amended and restated on September 21, 2010, among PINAFORE, LLC, a Delaware limited liability company (the “LLC Co-Borrower”), PINAFORE, INC., a Delaware corporation (the “Corporate Co-Borrower” and, together with the LLC Co-Borrower, the “Borrower”), PINAFORE ACQUISITIONS LIMITED, a limited liability company incorporated under the laws of England and Wales, as Holdings, the Guarantors party thereto from time to time, CITIBANK, N.A., as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANC OF AMERICA SECURITIES LLC, as Syndication Agent, CITIGROUP GLOBAL MARKETS INC., BANC OF AMERICA SECURITIES LLC, BARCLAYS CAPITAL, RBC CAPITAL MARKETS and UBS SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners, and CITIGROUP GLOBAL MARKETS INC., BARCLAYS BANK PLC, RBC CAPITAL MARKETS and UBS SECURITIES LLC, as Co-Documentation Agents. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, the Loan Parties desire to amend Section 10.22 of the Credit Agreement on the terms set forth herein;

WHEREAS, Section 10.1 of the Credit Agreement provides that the Borrower and the Required Lenders may amend the Loan Documents;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment. The Credit Agreement is hereby amended as follows:

(a) Section 10.22 of the Credit Agreement is hereby deleted and replaced in its entirety with the language set forth below:

“Section 10.22 Parallel Debt.

(a) Without prejudice to the provisions of this Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of the Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, the limitations set out in any joinder agreement delivered in accordance with Section 6.11, shall be owing as separate and independent obligations of such Loan Party to each of (i) the Collateral Agent (such payment undertaking and the obligations and liabilities which are the result thereof the “Collateral Agent Parallel Debt”) and (ii) any sub-agent of the Collateral Agent (such payment undertaking and the obligations and liabilities which are the result thereof the “Sub-Agent Parallel Debt” and, together

with the Collateral Agent Parallel Debt, the “Parallel Debt”). Solely for the purposes of the Collateral Documents governed by Russian law, the Collateral Agent acts as a joint and several creditor with each Secured Party.

(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Collateral Agent Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties or any obligations with respect to the Sub-Agent Parallel Debt; (ii) for this purpose the Sub-Agent Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to each sub-agent, if any, of the Collateral Agent under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties or any obligations with respect to the Collateral Agent Parallel Debt; (iii) that the Collateral Agent Parallel Debt represents the Collateral Agent’s own claims to receive payment of the Collateral Agent Parallel Debt; and (iv) that the Sub-Agent Parallel Debt represents the applicable sub-agent’s own claims to receive payment of the Sub-Agent Parallel Debt; provided that the total amount which may become due under each of the Collateral Agent Parallel Debt and the Sub-Agent Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent and any sub-agent thereof shall exercise its rights with respect to the applicable Parallel Debt solely in accordance with this Agreement and the Collateral Documents (including the Junior Lien Intercreditor Agreement).

(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Loan Party contained in Section 10.22(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.

(d) Subject to the provision in paragraph (c) of this Section 10.22, but notwithstanding any of the other provisions of this Section 10.22:

(i) the total amount due and payable as Collateral Agent Parallel Debt and Sub-Agent Parallel Debt under this Section 10.22 shall be each decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) or to the Administrative Agent on behalf of the Secured Parties or any of them to reduce the outstanding

 

-2-

principal amount of the Obligations or the Collateral Agent (or any sub-agent thereof) or the Administrative Agent on behalf of the Secured Parties otherwise receives any amount in payment of the Obligations; and

(ii) to the extent that a Loan Party shall have paid any amounts to the Administrative Agent or to the Collateral Agent (or any sub-agent thereof) under the applicable Parallel Debt or the Administrative Agent or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the applicable Parallel Debt, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the Obligations.

(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to Article IX of this Agreement, the retiring Collateral Agent or sub-agent shall at the Loan Parties’ sole cost and expense (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

(b) Pursuant to clause (vii)(b) of the final paragraph of Section 10.01 of the Credit Agreement, the Borrower and the Administrative Agent hereby agree that, for the avoidance of doubt, in applying the 65% limitation on the pledge of the voting stock of any Subsidiary pursuant to clause (D) of the definition “Collateral and Guarantee Requirement”, the determination of the percentage of total voting power of all outstanding voting stock in a Subsidiary pledged shall include all voting stock in such Subsidiary pledged by any Person.

Section 2. Consent. In accordance with Section 10.01 of the Credit Agreement and notwithstanding clause (d) of the definition of “Change of Control” in the Credit Agreement, the Administrative Agent and the Required Lenders hereby consent to the issuance of Transitory Third Party Shares. As used in this Section 2, “Transitory Third Party Shares” means shares in Tomkins Limited issued in the circumstances contemplated by Article 131 of the Articles of Association of Tomkins Limited, the legal ownership of which are not held directly or indirectly by Holdings, and in relation to which (i) all rights to such shares are to be exercised at the direction of Pinafore Acquisitions Limited and (ii) Pinafore Acquisitions Limited has an unconditional right and entitlement to acquire.

Section 3. Effectiveness. The terms and conditions of this Amendment shall become effective as part of the terms and conditions of the Credit Agreement for any and all purposes on the date on which the Administrative Agent shall have received executed signature pages hereto from the Required Lenders and each Loan Party party to the Credit Agreement.

Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together

 

-3-

shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the other Secured Parties under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Collateral Documents. From and after the effective date of this Amendment, all references to the Credit Agreement in any Loan Document shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment.

 

-4-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

 

PINAFORE, LLC
By:   

/s/ Donald West

   Name: Donald West
   Title: Assistant Secretary
PINAFORE, INC.
By:   

/s/ Donald West

   Name: Donald West
   Title: Assistant Secretary
PINAFORE ACQUISITIONS LIMITED
By:   

/s/ Todd Clegg

   Name: Todd Clegg
   Title: Authorized Signatory

[Amendment No. 3]

CITIBANK, N.A., as Administrative Agent and a Lender
By:   

/s/ Justin S. Tichauer

   Name: Justin S. Tichauer
   Title: Vice President

[Amendment No. 3]

CITICORP USA, INC., as Collateral Agent
By:   

/s/ Justin S. Tichauer

   Name: Justin S. Tichauer
   Title: Vice President

[Amendment No. 3]

BANK OF AMERICA, N.A., as a Lender
By:   

/s/ Sanya Valeva

   Name: Sanya Valeva
   Title: Vice President

[Amendment No. 3]

BARCLAYS BANK PLC, as a Lender
By:   

/s/ David Barton

   Name: David Barton
   Title: Director

[Amendment No. 3]

ROYAL BANK OF CANADA, as a Lender
By:   

/s/ Meredith Majesty

   Name: Meredith Majesty
   Title: Authorized Signatory

[Amendment No. 3]

UBS LOAN FINANCE LLC, as a Lender
By:   

/s/ Irja R. Otsa

   Name: Irja R. Otsa
   Title: Associate Director
By:   

/s/ Mary E. Evans

   Name: Mary E. Evans
   Title: Associate Director

[Amendment No. 3]

EX-10.3 18 dex103.htm EXHIBIT 10.3 Exhibit 10.3

Exhibit 10.3

AMENDMENT NO. 4, dated as of February 17, 2011 (this “Amendment”), to the Credit Agreement, dated as of July 27, 2010, amended and restated on August 6, 2010, further amended and restated on September 21, 2010 and amended on September 28, 2010 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TOMKINS, LLC (formerly known as Pinafore, LLC), a Delaware limited liability company (the “LLC Co-Borrower”), TOMKINS, INC. (formerly known as Pinafore, Inc.), a Delaware corporation (the “Corporate Co-Borrower” and, together with the LLC Co-Borrower, the “Borrower”), PINAFORE HOLDINGS B.V., a private limited liability company (besloten vennootschap) organized in the Netherlands, as Holdings, the Guarantors party thereto from time to time, CITIBANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, CITICORP USA, INC., as Collateral Agent, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, CITIGROUP GLOBAL MARKETS INC., BANC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS CAPITAL, RBC CAPITAL MARKETS and UBS SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners, and CITIGROUP GLOBAL MARKETS INC., BARCLAYS BANK PLC, RBC CAPITAL MARKETS and UBS SECURITIES LLC, as Co-Documentation Agents.

WHEREAS, Section 10.01 of the Credit Agreement permits the Borrower to refinance all outstanding Term A Loans with Replacement Term A Loans and all outstanding Term B Loans with Replacement Term B Loans;

WHEREAS, on the Refinancing Amendment Effective Date (as defined below), the Borrower intends to (i) incur Replacement Term A Loans in an aggregate principal amount of $295,986,440.32 (the “Term A-1 Loans”), (ii) use the proceeds of the Term A-1 Loans to repay all Term A Loans outstanding immediately prior to the Refinancing Amendment Effective Date (the “Original Term A Loans”), (iii) incur Replacement Term B Loans in an aggregate principal amount of $1,677,256,494.72 (the “Term B-1 Loans” and, together with the Term A-1 Loans, the “Replacement Term Loans”), (iv) use the proceeds of the Term B-1 Loans to repay all Term B Loans outstanding immediately prior to the Refinancing Amendment Effective Date (the “Original Term B Loans” and, together with the Original Term A Loans, the “Original Term Loans”);

WHEREAS, subject to the terms and conditions set forth herein, each Person party hereto who has delivered a signature page as a Lender agreeing to provide Term A-1 Loans (each such Person who is a Term A Lender holding Original Term A Loans immediately prior to the effectiveness of this Amendment, a “Continuing Term A-1 Lender”; each such Person who is not a Continuing Term A-1 Lender, an “Additional Term A-1 Lender”; and each Continuing Term A-1 Lender and Additional Term A-1 Lender, a “Term A-1 Lender”) has agreed to provide the commitment (the “Term A-1 Commitment”) in the amount set forth on its signature page hereto (or to convert its Original Term A Loans in such principal amount into Term A-1 Loans (such converted Term A-1 Loans, the “Converted Term A-1 Loans” and any such conversion of Original Term A Loans into Term A-1 Loans being referred to herein as a “Term A Conversion”)). Any Lender holding Original Term A Loans immediately prior to the effectiveness

of this Amendment that is not a Term A-1 Lender is referred to herein as an “Exiting Term A Lender”;

WHEREAS, subject to the terms and conditions set forth herein, each Person party hereto who has delivered a signature page as a Lender agreeing to provide Term B-1 Loans (each such Person who is a Term B Lender holding Original Term B Loans immediately prior to the effectiveness of this Amendment, a “Continuing Term B-1 Lender”; each such Person who is not a Continuing Term B-1 Lender, an “Additional Term B-1 Lender”; each Continuing Term B-1 Lender and Additional Term B-1 Lender, a “Term B-1 Lender”; and the Term B-1 Lenders collectively with the Term A-1 Lenders, the “Replacement Term Lenders”) has agreed to provide the commitment (the “Term B-1 Commitment” and the Term B-1 Commitments collectively with the Term A-1 Commitments, the “Replacement Term Commitments”) in the amount set forth on its signature page hereto (or to convert its Original Term B Loans in such principal amount into Term B-1 Loans (such converted Term B-1 Loans, the “Converted Term B-1 Loans”; any such conversion of Original Term B Loans into Term B-1 Loans being referred to herein as a “Term B Conversion”; the Converted Term B Loans together with the Converted Term A Loans, the “Converted Loans”; and each Term B Conversion or Term A Conversion, as applicable, a “Conversion”)). Any Lender holding Original Term B Loans immediately prior to the effectiveness of this Amendment that is not a Term B-1 Lender is referred to herein as an “Exiting Term B Lender”;

WHEREAS, the Borrower desires to amend certain other provisions of the Credit Agreement on the terms set forth herein;

WHEREAS, Section 10.01 of the Credit Agreement provides that the Borrower and the Required Lenders may amend the Loan Documents;

WHEREAS, in order to effect the foregoing, Holdings, the Borrower and the other parties hereto desire to amend the Credit Agreement, subject to the terms and conditions set forth herein. This Amendment includes (i) an amendment (the “Refinancing Amendment”) contemplated by Section 10.01 of the Credit Agreement to provide for the Replacement Term Loans, which is subject to the approval of Holdings, the Borrower, the Administrative Agent and the Replacement Term Lenders, which will become effective only on the Refinancing Amendment Effective Date and (ii) certain other amendments to the Credit Agreement that are subject to the approval of the Borrower and the Required Lenders and that will become effective when such approvals are obtained (the “Additional Amendment”), in each case as set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I.

Refinancing Amendment

SECTION 1.01. Defined Terms. Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such

 

-2-

terms in the Credit Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Amendment.

SECTION 1.02. Replacement Term Commitments. (a) Subject to the terms and conditions set forth herein, on the Refinancing Amendment Effective Date, (i) each Additional Term A-1 Lender agrees to fund a Term A-1 Loan in a principal amount not exceeding such Additional Term A-1 Lender’s Term A-1 Commitment set forth on its signature page hereto and (ii) each Continuing Term A-1 Lender agrees to (A) fund a Term A-1 Loan or (B) if such Continuing Term A-1 Lender has given the Administrative Agent at least one Business Day’s notice that it desires to convert all or a portion of its Original Term A Loans into Converted Term A-1 Loans, convert all or a portion of its Original Term A Loans into Term A-1 Loans (not exceeding the principal amount of such Continuing Term A-1 Lender’s Term A-1 Commitment set forth on its signature page hereto), so that the aggregate principal amount of such funded Term A-1 Loan and such Converted Term A-1 Loans equals such Continuing Term A-1 Lender’s Term A-1 Commitment. Without limiting the generality of the foregoing, each Continuing Term A-1 Lender shall have a commitment to fund a Term A-1 Loan, or acquire Converted Term A-1 Loans by Conversion, in the aggregate amount set forth on its signature page hereto. Each party hereto acknowledges and agrees that notwithstanding any such Conversion, each such Continuing Term A-1 Lender shall be entitled to receive payment on the Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date, and any amounts payable pursuant to Section 3.05 of the Credit Agreement, with respect to all of its Original Term A Loans.

(b) Subject to the terms and conditions set forth herein, on the Refinancing Amendment Effective Date, (i) each Additional Term B-1 Lender agrees to fund a Term B-1 Loan in a principal amount not exceeding such Additional Term B-1 Lender’s Term B-1 Commitment set forth on its signature page hereto and (ii) each Continuing Term B-1 Lender agrees to (A) fund a Term B-1 Loan or (B) if such Continuing Term B-1 Lender has given the Administrative Agent at least one Business Day’s notice that it desires to convert all or a portion of its Original Term B Loans into Converted Term B-1 Loans, convert all or a portion of its Original Term B Loans into Term B-1 Loans (not exceeding the principal amount of such Continuing Term B-1 Lender’s Term B-1 Commitment set forth on its signature page hereto), so that the aggregate principal amount of such funded Term B-1 Loan and such Converted Term B-1 Loans equals such Continuing Term B-1 Lender’s Term B-1 Commitment. Without limiting the generality of the foregoing, each Continuing Term B-1 Lender shall have a commitment to fund a Term B-1 Loan, or acquire Converted Term B-1 Loans by Conversion, in the aggregate amount set forth on its signature page hereto. Each party hereto acknowledges and agrees that notwithstanding any such Conversion, each such Continuing Term B-1 Lender shall be entitled to receive payment on the Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date, and any amounts payable pursuant to Sections 2.05(d) and 3.05 of the Credit Agreement, with respect to all of its Original Term B Loans.

(c) Each Replacement Term Lender, by delivering its signature page to this Amendment and funding, or converting its Original Term Loans into, Term A-1 Loans or Term B-1 Loans, as the case may be, on the Refinancing Amendment Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, the Additional Amendment (such consent and approval effective as of the Refinancing Amendment Effective Date), each

 

-3-

Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the Refinancing Amendment Effective Date. The commitments of the Replacement Term Lenders are several, and no Replacement Term Lender shall be responsible for any other Replacement Term Lender’s failure to make Replacement Term Loans.

(d) Subject to the terms and conditions set forth herein, pursuant to Section 10.01 of the Credit Agreement, effective as of the Refinancing Amendment Effective Date, for all purposes of the Loan Documents, (i) the Term A-1 Commitments shall constitute “Term A Commitments”, (ii) the Term A-1 Loans shall constitute “Term A Loans” and (iii) each Term A-1 Lender shall become a “Term A Lender” and a “Lender” (if such Term A-1 Lender is not already a Term A Lender or Lender prior to the effectiveness of this Amendment) and shall have all the rights and obligations of a Lender holding a Term A Loan Commitment (or, following the making of a Term A-1 Loan, a Term A Loan), (iv) the Term B-1 Commitments shall constitute “Term B Commitments”, (v) the Term B-1 Loans shall constitute “Term B Loans” and (vi) each Term B-1 Lender shall become a “Term B Lender” and a “Lender” (if such Term B-1 Lender is not already a Term B Lender or Lender prior to the effectiveness of this Amendment) and shall have all the rights and obligations of a Lender holding a Term B Loan Commitment (or, following the making of a Term B-1 Loan, a Term B Loan).

(e) The Original Term A Loans of each Continuing Term A-1 Lender (to the extent not converted to an Term A-1 Loan pursuant to Section 1.02(a) of this Amendment) and of each Exiting Term A Lender shall, immediately upon the effectiveness of this Amendment, be repaid in full (together with any unpaid fees and interest accrued thereon (including any amounts payable pursuant to Section 3.05 of the Credit Agreement)) with the proceeds of the Term A-1 Loans and other funds available to the Borrower. The Original Term B Loans of each Continuing Term B-1 Lender (to the extent not converted to an Term B-1 Loan pursuant to Section 1.02(b) of this Amendment) and of each Exiting Term B Lender shall, immediately upon the effectiveness of this Amendment, be repaid in full (together with any unpaid fees and interest accrued thereon (including any amounts payable pursuant to Sections 2.05(d) or 3.05 of the Credit Agreement)) with the proceeds of the Term B-1 Loans and other funds available to the Borrower. The Borrower shall, on the Refinancing Amendment Effective Date, pay to the Administrative Agent, for the accounts of the Persons that are Term Lenders immediately prior to the Refinancing Amendment Effective Date, all interest and fees accrued to the Refinancing Amendment Effective Date with respect to the Original Term Loans, whether or not such Original Term Loans are converted pursuant to Section 1.02(a) or (b) of this Amendment.

(f) Each Lender party hereto (including each Continuing Term A-1 Lender and each Continuing Term B-1 Lender) waives, solely in respect of the prepayment of Original Term Loans and the making of (or conversion into) Replacement Term Loans, as contemplated hereby, compliance with the requirements set forth in (A) Section 2.02 of the Credit Agreement, solely with respect to the time periods specified therein regarding the Borrower’s delivery of a Committed Loan Notice and (B) Section 2.05(a) of the Credit Agreement that the Borrower give prior notice of a voluntary prepayment of Term Loans.

 

-4-

(g) The obligation of each Replacement Term Lender to make Replacement Term Loans on the Refinancing Amendment Effective Date is subject to the satisfaction of the following conditions:

(i) Immediately before and after giving effect to the borrowing of the Replacement Term Loans and the repayment in full of the Original Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement shall be satisfied on and as of the Refinancing Amendment Effective Date, and the Replacement Term Lenders shall have received a certificate of a Responsible Officer dated the Refinancing Amendment Effective Date to such effect.

(ii) The Administrative Agent shall have received a favorable legal opinion of Latham & Watkins LLP, counsel to the Borrower, covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion.

(iii) The Administrative Agent shall have received (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of the Borrower, certified, if applicable, as of a recent date by the Secretary of State or similar Governmental Authority of the jurisdiction of its organization, and a certificate as to the good standing (where relevant) of such Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a closing certificate executed by the Secretary or Assistant Secretary (or a director in lieu thereof) of each of the Borrower dated the Refinancing Amendment Effective Date, substantially in the form of the closing certificate delivered on the Effective Date in connection with the Credit Agreement, and certifying (I) that attached thereto is a true and complete copy of the by-laws, memorandum and articles of association or operating (or limited liability company) agreement of such Loan Party as in effect on the Refinancing Amendment Effective Date, (II) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (III) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of incorporation or organization furnished pursuant to clause (A) above, and (IV) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or director executing the certificate pursuant to this clause (B).

(iv) The Administrative Agent shall have received a Committed Loan Notice in a form reasonably acceptable to the Administrative Agent requesting that the Term A-1 Lenders make the Term A-1 Loans and the Term B-1 Lenders make the Term B-1 Loans to the Borrower on the Refinancing Amendment Effective Date.

 

-5-

(v) The conditions to effectiveness of this Amendment set forth in Section 1.04 hereof (other than paragraph (b) thereof) shall have been satisfied.

(vi) Each Loan Party set forth on Schedule I hereto shall have entered into a reaffirmation agreement, in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 1.03. Amendment of Credit Agreement. Effective as of the Refinancing Amendment Effective Date, the Credit Agreement is hereby amended as follows:

(i) The following definitions are hereby added in the appropriate alphabetical order to Section 1.01:

“Amendment No. 4” means the Amendment No. 4 to this Agreement dated as of February 17, 2011, among Holdings, the Borrower, the Lenders party thereto and the Administrative Agent.

“Amendment No. 4 Reaffirmation Agreement” means the Reaffirmation Agreement dated as of February 17, 2011, among Holdings, the Subsidiaries of Holdings party thereto and the Administrative Agent.

“Conversion” has the meaning set forth in Amendment No. 4.

“Converted Term Loans” has the meaning set forth in Amendment No. 4.

“Refinancing Amendment Effective Date” has the set forth in Amendment No. 4.

“Original Term A Loans” has the meaning set forth in Amendment No. 4.

“Original Term B Loans” has the meaning set forth in Amendment No. 4.

(ii) Clause (a) of the definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(a) (i) with respect to Term A Loans, (A) for Eurocurrency Rate Loans, [    ]% and (B) for Base Rate Loans, [    ]%, and (ii) with respect to Term B Loans, (A) for Eurocurrency Rate Loans, [    ]% and (B) for Base Rate Loans, [    ]%; and”

and clause (b) of such definition is hereby amended by deleting the phrase “Term A Loans,”.

(iii) The first sentence of the definition of “Base Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

-6-

““Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest per annum determined from time to time by the Administrative Agent as its “prime rate” in effect at its principal office in New York City and (c) 1.00% plus the Eurocurrency Rate applicable to one month Interest Periods on the date of determination of the Base Rate (which Eurocurrency Rate shall be deemed to be not less than (x) with respect to any Term Loan, 1.25% and (y) with respect to any Loan other than a Term Loan, 1.75%).”

(iv) The definition of “Collateral Documents” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the text “, the Amendment No. 4 Reaffirmation Agreement” after the word “Mortgages” appearing in such definition.

(v) The first sentence of the definition of “Eurocurrency Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan, the greater of (a) (x) with respect to any Term Loan, 1.25% per annum and (y) with respect to any Loan other than a Term Loan, 1.75% per annum and (b) the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period.”

(vi) The definition of “Term A Borrowing” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Term A Borrowing” means a borrowing consisting of simultaneous Term A Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to (x) with respect to Term A Loans made on the Closing Date, Section 2.01(a) and (y) with respect to Term A Loans made on the Refinancing Amendment Effective Date, Section 1.02(a) of Amendment No. 4.”

(vii) The definition of “Term A Commitment” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Term A Commitment” means, as to each Term A Lender, (x) prior to the Refinancing Amendment Effective Date, its obligation to make a Term A Loan to the Borrower pursuant to Section 2.01(a) in an aggregate

 

-7-

amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Term A Commitment” or in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement, and (y) on and following the Refinancing Amendment Effective Date, its obligation to make a Term A Loan to the Borrower pursuant to Amendment No. 4 (including pursuant to a Conversion of Original Term A Loans of such Term A Lender) in an aggregate amount not to exceed the amount set forth on such Lender’s signature page to Amendment No. 4 under the caption “Term A-I Commitment” or in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. On the Refinancing Amendment Effective Date, the initial aggregate amount of the Term A Commitments is $295,986,440.32.”

(viii) The definition of “Term A Loan” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Term A Loan” means (x) prior to the Refinancing Amendment Effective Date, a Loan made on the Closing Date pursuant to Section 2.01(a) and (y) on and following the Refinancing Amendment Effective Date, a Loan made pursuant to Section 1.02(a) of Amendment No. 4 (including Converted Term A Loans).”

(ix) The definition of “Term B Borrowing” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Term B Borrowing” means a borrowing consisting of simultaneous Term B Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term B Lenders pursuant to (x) with respect to Term B Loans made on the Closing Date, Section 2.01(b) and (y) with respect to Term B Loans made on the Refinancing Amendment Effective Date, Section 1.02(b) of Amendment No. 4.”

(x) The definition of “Term B Commitment” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Term B Commitment” means, as to each Term B Lender, (x) prior to the Refinancing Amendment Effective Date, its obligation to make a Term B Loan to the Borrower pursuant to Section 2.01(b) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Term B Commitment” or in the Assignment and Assumption pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including pursuant to

 

-8-

Section 2.14), and (y) on and following the Refinancing Amendment Effective Date, its obligation to make a Term B Loan to the Borrower pursuant to Amendment No. 4 (including pursuant to a Conversion of Original Term B Loans of such Term B Lender) in an aggregate amount not to exceed the amount set forth on such Lender’s name signature page to Amendment No. 4 under the caption “Term B-1 Commitment” or in the Assignment and Assumption pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including pursuant to Section 2.14). On the Refinancing Amendment Effective Date, the initial aggregate amount of the Term B Commitments is $1,677,256,494.72. After the Closing Date, additional Classes of Term B Commitments may be added or created pursuant to Incremental Amendments or Extensions.”

(xi) The definition of “Term B Loan” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Term B Loan” means (x) prior to the Refinancing Amendment Effective Date, a Loan made on the Closing Date pursuant to Section 2.01(b) and (y) on and following the Refinancing Amendment Effective Date, a Loan made pursuant to Section 1.02(b) of Amendment No. 4 (including Converted Term B Loans).”

(xii) Clause (d) of Section 2.05 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

  “(d) Prepayment Premium. At the time of the effectiveness of any Repricing Transaction that is consummated prior to the six-month anniversary of the Refinancing Amendment Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B Loans which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 3.07), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Rate pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.”

 

-9-

SECTION 1.04. Refinancing Amendment Effectiveness. Sections 1.02 and 1.03 of this Amendment shall become effective as of the first date (the “Refinancing Amendment Effective Date”) on which the following conditions have been satisfied:

(a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) each Replacement Term Lender and (iv) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.

(b) The conditions to the making of the Replacement Term Loans set forth in Section 1.02(g) hereof (other than clause (v) thereof) shall have been satisfied.

(c) The Borrower shall have obtained Term A-1 Commitments in an aggregate amount equal to $295,986,440.32 and Term B-1 Commitments in an aggregate amount equal to $1,677,256,494.72. The Borrower shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 1.04 shall pay in full, (i) all of the Original Term Loans (after giving effect to any Conversion thereof), (ii) all accrued and unpaid fees (including all amounts payable pursuant to Sections 2.05(d)) and interest with respect to the Original Term Loans (including any such Original Term Loans that will be converted to Replacement Term Loans on the Refinancing Amendment Effective Date) and (iii) to the extent invoiced at least one Business Day prior to the Refinancing Amendment Effective Date, any amounts payable to the Persons that are Term Lenders immediately prior to the Refinancing Amendment Effective Date pursuant to Section 3.05 of the Credit Agreement, such payments to be made with the cash proceeds of the Replacement Term Loans to be made on the Refinancing Amendment Effective Date and other funds available to the Borrower.

(d) The Agents shall have received, in immediately available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment or pursuant to Section 10.04 of the Credit Agreement, including, to the extent invoiced at least one Business Day prior to the Refinancing Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

The Administrative Agent shall notify the Borrower, the Replacement Term Lenders and the other Lenders of the Refinancing Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective, and the obligations of the Replacement Term Lenders hereunder to make Replacement Term Loans will automatically terminate, if each of the conditions set forth or referred to in Sections 1.02(g) and 1.04 hereof has not been satisfied at or prior to 5:00 p.m., New York City time, on February 17, 2011.

SECTION 1.05. Post-Closing Covenant. [Requirements with respect to amendments to certain Collateral Documents and opinions to be delivered in connection therewith to come pending confirmation from German counsel].

 

-10-

ARTICLE II.

Additional Amendment

SECTION 2.01. Additional Amendment of Credit Agreement. Effective as of the Additional Amendment Effective Date, the Required Lenders (including each of the Replacement Term Lenders) hereby agree that the Credit Agreement is amended as follows:

(i) The last sentence of the definition of “Consolidated EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes (x) any of the fiscal quarters ended January 2, 2010 and April 3, 2010 and the second quarter of the 2010 fiscal year of Holdings, Consolidated EBITDA for such fiscal quarters shall be $126,600,000, $174,100,000 and $214,000,000, respectively or (y) any other period occurring prior to the Closing Date, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the Transactions.”

(ii) Clause (iii) of Section 2.14(d) of the Credit Agreement is hereby amended by replacing the number “2.25” with the number “3.50”.

(iii) Clause (w) of Section 7.03 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

  “(w) Indebtedness incurred by any Loan Party to finance any Investment permitted under Section 7.02; provided that the Total Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if the incurrence of such Indebtedness had been made on the last day of such four quarter period, is less than or equal to the greater of (x) 4.50:1.00 and (y) 1.00 times lower than the Total Leverage Ratio for the applicable Test Period set forth in Section 7.10(a) (i.e. if the required ratio in Section 7.10(a) is 5.75 to 1.0, the condition to the incurrence of Indebtedness under this clause (w) shall be 4.75 to 1.0);”

(iv) The table set forth in Section 7.10(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

“Test Period ending on or about

    Total
Leverage  Ratio

December 31, 2010 — June 30, 2011

    6.10 to 1.0

 

-11-

“Test Period ending on or about

    Total
Leverage  Ratio

September 30, 2011

    6.00 to 1.0

December 31, 2011

    5.75 to 1.0

March 31, 2012

    5.55 to 1.0

June 30, 2012

    5.40 to 1.0

September 30, 2012

    5.35 to 1.0

December 31, 2012 and thereafter

    5.25 to 1.0”

(v) The table set forth in Section 7.10(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

“Test Period ending on or about

    Interest
Coverage  Ratio

December 31, 2010 — June 30, 2011

    1.80 to 1.0

September 30, 2011

    1.85 to 1.0

December 31, 2011

    1.95 to 1.0

March 31, 2012

    2.00 to 1.0

June 30, 2012 – September 30, 2012

    2.05 to 1.0

December 31, 2012 and thereafter

    2.10 to 1.0”

SECTION 2.02. Additional Amendment Effectiveness. Section 2.01 of this Amendment shall become effective as of the first date (the “Additional Amendment Effective Date”) on which each of the following conditions have been satisfied:

(a) The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower and the Required Lenders.

(b) The Refinancing Amendment Effective Date shall have occurred.

 

-12-

ARTICLE III.

Miscellaneous

SECTION 3.01. Representations and Warranties. (a) To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the Lenders, including the Replacement Term Lenders, and the Administrative Agent that, as of the Refinancing Amendment Effective Date and the Additional Amendment Effective Date and after giving effect to the transactions and amendments to occur on the Refinancing Amendment Effective Date and the Additional Amendment Effective Date, this Amendment has been duly authorized, executed and delivered by each of Holdings and the Borrower and constitutes, and the Credit Agreement, as amended hereby on the Refinancing Amendment Effective Date and the Additional Amendment Effective Date, will constitute, legal, valid and binding obligations of the Loan Parties, enforceable against each of the Loan Parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and the implied covenant of good faith and fair dealing.

(b) The representations and warranties of each Loan Party set forth in the Loan Documents are, after giving effect to this Amendment on such date, true and correct in all material respects on and as of the Refinancing Amendment Effective Date and the Additional Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date

(c) After giving effect to this Amendment and the transactions contemplated hereby on the relevant date, no Default or Event of Default has occurred and is continuing on the Refinancing Amendment Effective Date and the Additional Amendment Effective Date.

(d) Immediately after the consummation of the transactions contemplated under this Amendment to occur on the Refinancing Amendment Effective Date and the Additional Amendment Effective Date, Holdings and its Restricted Subsidiaries, on a consolidated basis, are Solvent.

SECTION 3.02. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Agent-Related Persons under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein.

 

-13-

(b) On and after the Refinancing Amendment Effective Date and the Additional Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 3.03. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.15, 10.16 and 10.17 of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.

SECTION 3.04. Costs and Expenses. To the extent contemplated by Section 10.04 of the Credit Agreement, the Borrower agrees to reimburse the Administrative Agent and each other Agent for its reasonable out of pocket expenses in connection with this Amendment and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the Administrative Agent and the Joint Bookrunners and Joint Lead Arrangers.

SECTION 3.05. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging means shall be effective as delivery of a manually executed counterpart hereof.

SECTION 3.06. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

 

-14-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their officers as of the date first above written.

 

TOMKINS, LLC

By:

  

/s/ John Zimmerman

 

Name: John Zimmerman

 

Title: Chief Financial Officer

TOMKINS, INC.

By:

  

/s/ John Zimmerman

 

Name: John Zimmerman

 

Title: Chief Financial Officer

PINAFORE HOLDINGS B.V.

By:

  

/s/ Donald West

 

Name: Donald West

 

Title: Director

[Amendment No. 4]

CITIBANK, N.A., individually and as Administrative Agent, L/C Issuer and Swing Line Lender,

By:

  

/s/ Caesar Wyszomirski

 

Name: Caesar Wyszomirski

 

Title: Vice President

[Amendment No. 4]

The undersigned Additional Term A-1 Lender hereby irrevocably and unconditionally agrees to provide the Additional Term A-1 Commitment Amount ($34,038,440.62) in the form of a Term A-1 Loan on the Refinancing Amendment Effective Date.

 

CITIBANK, N.A., as a Term A-1 Lender

 

By:

   

/s/ Caesar Wyszomirski

  

Name: Caesar Wyszomirski

  

Title: Vice President

 

[Amendment No. 4]

The undersigned Additional Term B-1 Lender hereby irrevocably and unconditionally agrees to provide the Additional Term B-1 Commitment Amount ($319,956,408.82) in the form of a Term B-1 Loan on the Refinancing Amendment Effective Date.

 

CITIBANK, N.A., as a Term B-1 Lender

 

By:

   

/s/ Caesar Wyszomirski

  

Name: Caesar Wyszomirski

  

Title: Vice President

 

[Amendment No. 4]

The undersigned Revolving Credit Lender hereby irrevocably and unconditionally approves the Additional Amendment.

 

CITIBANK, N.A., as a Revolving Credit Lender

 

By:

   

/s/ Caesar Wyszomirksi

  

Name: Caesar Wyszomirski

  

Title: Vice President

[Amendment No. 4]

SCHEDULE I

Reaffirmation Agreement Parties

ACD TRIDON (HOLDINGS) LIMITED

ACD TRIDON INC.

AIR SYSTEM COMPONENTS, INC.

AIR SYSTEMS COMPONENTS INVESTMENTS CHINA LIMITED

AQUATIC CO.

AQUATIC TRUCKING CO.

BETA NACO LIMITED

BRITISH INDUSTRIAL VALVE COMPANY LIMITED

BROADWAY MISSISSIPPI DEVELOPMENT, LLC

BUFFALO HOLDING COMPANY

CARRIAGE HOUSE FRUIT COMPANY

CONERGICS CORPORATION

DEXTER AXLE ACQUISITION CORP.

DEXTER AXLE COMPANY

DEXTER AXLE TRUCKING COMPANY

DEXTER CHASSIS GROUP, INC.

E INDUSTRIES, INC.

EASTERN SHEET METAL, INC.

EIFELER MASCHINENBAU GMBH

EPICOR INDUSTRIES, INC.

FBN TRANSPORTATION, INC.

GATES AUTO PARTS HOLDINGS CHINA LIMITED

GATES DEVELOPMENT CORPORATION

GATES ENGINEERING & SERVICES LTD.

GATES ENGINEERING & SERVICES UK HOLDINGS LIMITED

GATES FLEXIMAK LTD.

GATES FLUID POWER TECHNOLOGIES INVESTMENTS LIMITED

GATES HOLDING GMBH

GATES HOLDINGS LIMITED

GATES INTERNATIONAL HOLDINGS, LLC

GATES MECTROL GMBH

GATES MECTROL, INC.

GATES POWER TRANSMISSION EUROPE BVBA

GLASS MASTER CORPORATION

H HEATON LIMITED

HART & COOLEY TRUCKING COMPANY

HART & COOLEY, INC.

HYTEC, INC.

IDEAL CLAMP PRODUCTS, INC.

KOCH FILTER CORPORATION

MONTISK INVESTMENTS NETHERLANDS C.V.

NATIONAL DUCT SYSTEMS, INC.

NRG INDUSTRIES, INC. (DELAWARE ENTITY)

NRG INDUSTRIES, INC. (TEXAS ENTITY)

OLYMPUS (ORMSKIRK) LIMITED

PLEWS, INC.

ROOFTOP SYSTEMS, INC.

RUSKIN AIR MANAGEMENT LIMITED

RUSKIN COMPANY

RUSKIN COMPANY CANADA INC.

RUSKIN SERVICE COMPANY

SCHRADER ELECTRONICS LIMITED

SCHRADER ELECTRONICS, INC.

SCHRADER INTERNATIONAL HOLDING CO.

SCHRADER INVESTMENTS LUXEMBOURG S.A.R.L.

SCHRADER, LLC

SCHRADER-BRIDGEPORT INTERNATIONAL, INC.

SELKIRK AMERICAS, L.P.

SELKIRK CANADA HOLDINGS, L.P.

SELKIRK CORPORATION

SELKIRK IP L.L.C.

SHIITAKE LIMITED

STACKPOLE INVESTMENTS LIMITED

SWINDON SILICON SYSTEMS LIMITED

THE GATES CORPORATION

TOMKINS AMERICAN INVESTMENTS S.A.R.L.

TOMKINS AUTOMOTIVE CANADA LIMITED

TOMKINS AUTOMOTIVE COMPANY, S.A.R.L.

TOMKINS AUTOMOTIVE HOLDING CO.

TOMKINS BUILDING PRODUCTS, INC.

TOMKINS ENGINEERING LIMITED

TOMKINS FINANCE LIMITED

TOMKINS FINANCE LUXEMBOURG LIMITED

TOMKINS FUNDING LIMITED

TOMKINS HOLDINGS LUXEMBOURG, S.A.R.L.

TOMKINS IDEAL CLAMPS (SUZHOU) INVESTMENTS LIMITED

TOMKINS INDUSTRIES, INC.

TOMKINS INVESTMENT COMPANY S.A.R.L.

TOMKINS INVESTMENTS CHINA LIMITED

TOMKINS INVESTMENTS LIMITED

TOMKINS LIMITED

TOMKINS LUXEMBOURG S.A.R.L.

TOMKINS MAURITIUS COMPANY LIMITED

TOMKINS OVERSEAS COMPANY

TOMKINS OVERSEAS HOLDINGS S.A.R.L.

TOMKINS OVERSEAS INVESTMENTS LIMITED

TOMKINS PENSION SERVICES LIMITED

TOMKINS SC1 LIMITED

TOMKINS STERLING COMPANY

TOMKINS TREASURY (CANADIAN DOLLAR) COMPANY

TOMKINS TREASURY (DOLLAR) COMPANY

TOMKINS TREASURY (EURO) COMPANY

TOMKINS U.S., L.P.

TRICO PRODUCTS (DUNSTABLE) LIMITED

TRIDON CLAMP PRODUCTS GMBH

TRION (DEUTSCHLAND) GMBH

WALTHAM REAL ESTATE HOLDING CO.

WILLER & RILEY LIMITED

EX-10.4 19 dex104.htm EXHIBIT 10.4 Exhibit 10.4

Exhibit 10.4

EXECUTION VERSION

 

 

U.S. SECURITY AGREEMENT

dated as of July 27, 2010

as amended and restated on September 21, 2010

among

THE GRANTORS IDENTIFIED HEREIN

and

CITICORP USA, INC.,

as Collateral Agent

 

 

TABLE OF CONTENTS

 

         Page  
  ARTICLE I   
  DEFINITIONS   
Section 1.01   Credit Agreement      1   
Section 1.02   Other Defined Terms      1   
  ARTICLE II   
  PLEDGE OF SECURITIES   
Section 2.01   Pledge      5   
Section 2.02   Delivery of the Pledged Securities      6   
Section 2.03   Representations, Warranties and Covenants      7   
Section 2.04   Certification of Limited Liability Company and Limited Partnership Interests      7   
Section 2.05   Registration in Nominee Name; Denominations      8   
Section 2.06   Voting Rights; Dividends and Interest      8   
  ARTICLE III   
  SECURITY INTERESTS IN PERSONAL PROPERTY   
Section 3.01   Security Interest      9   
Section 3.02   Representations and Warranties      11   
Section 3.03   Covenants      12   
  ARTICLE IV   
  REMEDIES   
Section 4.01   Remedies Upon Default      14   
Section 4.02   Application of Proceeds      15   
Section 4.03   Grant of License to Use Intellectual Property      16   
  ARTICLE V   
  SUBORDINATION   
Section 5.01   Subordination      16   

   ARTICLE VI   
   MISCELLANEOUS   
Section 6.01    Notices      17   
Section 6.02    Waivers; Amendment      17   
Section 6.03    Collateral Agent’s Fees and Expenses; Indemnification      17   
Section 6.04    Successors and Assigns      18   
Section 6.05    Survival of Agreement      18   
Section 6.06    Counterparts; Effectiveness; Several Agreement      18   
Section 6.07    Severability      18   
Section 6.08    Right of Set-Off      18   
Section 6.09    Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process      19   
Section 6.10    Headings      19   
Section 6.11    Security Interest Absolute      19   
Section 6.12    Termination or Release      19   
Section 6.13    Additional Grantors      20   
Section 6.14    Collateral Agent Appointed Attorney-in-Fact      20   
Section 6.15    General Authority of the Collateral Agent      21   
Section 6.16    Reasonable Care      22   
Section 6.17    Reinstatement      22   
Section 6.18    Miscellaneous      22   

Schedule I – Subsidiary Parties

Schedule II – Pledged Equity and Pledged Debt

Schedule III – Commercial Tort Claims

Exhibits

 

Exhibit I    Form of Security Agreement Supplement
Exhibit II    Form of Perfection Certificate
Exhibit III    Form of Patent Security Agreement
Exhibit IV    Form of Trademark Security Agreement
Exhibit V    Form of Copyright Security Agreement

 

-2-

U.S. SECURITY AGREEMENT dated as of July 27, 2010, as amended and restated on September 21, 2010, by and among the Grantors (as defined below) and Citicorp USA, Inc., as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”).

Reference is made to that certain Credit Agreement, dated as of July 27, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectively, the “Borrowers”), PINAFORE ACQUISITIONS LIMITED (“Holdings”), the other Guarantors from time to time party thereto, Citibank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, the Collateral Agent, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and the other agents named therein. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit.

Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

Section 1.01 Credit Agreement.

(a) Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Credit Agreement. All terms defined in the UCC (as defined herein) and not defined in this Agreement have the respective meanings specified in the UCC; the term “instrument” has the meaning specified in Article 9 of the UCC.

(b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

Section 1.02 Other Defined Terms. As used in this Agreement, the following terms have the respective meanings specified below:

“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Accounts” has the meaning specified in Article 9 of the UCC.

“Agreement” means this U.S. Security Agreement.

“Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).

“Borrowers” has the meaning assigned to such term in the recitals of this Agreement.

“Collateral” means the Article 9 Collateral and the Pledged Collateral.

“Collateral Agent” has the meaning assigned to such term in the recitals of the Agreement.

“Collateral Documents” has the meaning assigned to such term in the Credit Agreement.

“Commercial Tort Claims” has the meaning specified in Article 9 of the UCC.

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now owned or hereafter acquired by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any Copyright now owned or hereafter acquired by any third party, and all rights of such Grantor under any such agreement.

“Copyrights” means all of the following now owned or hereafter acquired by any Person: (a) all copyright rights in any work subject to the copyright laws of the United States, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States, including registrations and pending applications for registration in the USCO.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Excluded Assets” means:

(a) any rights of a Grantor with respect to any contract, lease, license or other agreement if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation (including a breach or default) of, a restriction in respect of, or result in the abandonment, invalidation or unenforceability of, such rights in favor of a third party or in conflict with any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained or (y) expressly give any other party (other than another Grantor or its Affiliates) in respect of any such contract, lease, license or other agreement, the right to terminate its obligations thereunder; provided, however, that the limitation set forth in this clause (a) shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable Law, including the UCC; provided, further, that, at such time as the condition causing the conditions in subclauses (x) and (y) of this clause (a) shall be remedied, whether by contract, change of law or otherwise, the contract, lease, instrument, license or other documents shall immediately cease to be an Excluded Asset, and any security interest that would otherwise be granted herein shall attach immediately to such contract, lease, instrument, license or other agreement, or to the extent severable, to any portion thereof that does not result in any of the conditions in subclauses (x) or (y) above;

(b) any assets to the extent and for so long as the pledge of or security interest in such assets is prohibited by law and such prohibition is not overridden by the UCC or other applicable law;

(c) Excluded Security;

 

-2-

(d) any Trademark applications filed in the USPTO on the basis of such Grantor’s “intent-to-use” such Trademark, unless and until acceptable evidence of use of such Trademark has been filed with and accepted by the USPTO pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability, validity, or other rights in such Trademark application;

(e) assets owned by any Grantor on the date hereof or hereafter acquired that are subject to a Lien of the type described in Section 7.01(r), (t) and (x) (to the extent relating to Liens originally incurred pursuant to Section 7.01(r) or (t)) of the Credit Agreement that is permitted to be incurred pursuant to the provisions of the Credit Agreement, if and to the extent that the contract or other agreement pursuant to which such Lien is granted or to which such assets are subject (or the documentation relating thereto) prohibits the creation of any other Lien on such asset;

(f) any particular assets if, in the reasonable judgment of the Borrowers evidenced in writing and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), creating a pledge thereof or security interest therein to the Collateral Agent for the benefit of the Secured Parties would result in any material adverse tax consequences to Holdings or its Restricted Subsidiaries; and

(g) any particular assets if, in the reasonable judgment of the Administrative Agent, determined in consultation with the Borrowers and evidenced in writing, the burden, cost or consequences (including any adverse tax consequences) to Holdings or its Restricted Subsidiaries of creating or perfecting such pledges or security interests in such assets in favor of the Collateral Agent for the benefit of the Secured Parties is excessive in relation to the benefits to be obtained therefrom by the Secured Parties.

“Excluded Security” means

(a) more than 65% of the issued and outstanding Equity Interests entitled to vote of any Foreign Subsidiary of a Domestic Loan Party;

(b) more than 65% of the issued and outstanding Equity Interests entitled to vote of any Domestic Subsidiary of a Domestic Loan Party that is a disregarded entity under the Code if substantially all of its assets consist of the Equity Interests of one or more Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code; and

(c) any interest in a joint venture to the extent the granting of a security interest therein is prohibited by the terms of the Organizational Documents of such joint venture.

“General Intangibles” has the meaning specified in Article 9 of the UCC.

“Grantor” means the Borrowers, each Guarantor (including Holdings) that is a party hereto, and each Subsidiary of Holdings that becomes a party to this Agreement after the Effective Date.

“Intellectual Property” means all intellectual property now owned or hereafter acquired by any Person, including inventions, designs, Patents, Copyrights, Trademarks, trade secrets, the intellectual property rights in software and databases and related documentation, and all additions and improvements to the foregoing.

“Intellectual Property Security Agreements” means the short-form Patent Security Agreement, short-form Trademark Security Agreement, and short-form Copyright Security Agreement, each substantially in the form attached hereto as Exhibits III, IV and V, respectively.

 

-3-

“Investment Property” shall mean a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding, however, the Pledged Collateral.

“LC Account” shall mean any account established and maintained in accordance with the provisions of Section 2.03 of the Credit Agreement and all property from time to time on deposit in such LC Account.

“License” means any Patent License, Trademark License, Copyright License or other Intellectual Property license or sublicense agreement to which any Grantor is a party, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder or with respect thereto including damages and payments for past, present or future infringements or violations thereof, and (iii) rights to sue for past, present and future violations thereof.

“Margin Stock” has the meaning specified in Regulation U of the Board of Governors of the Federal Reserve System.

“Mortgages” has the meaning assigned to such term in the Credit Agreement.

“Mortgaged Properties” has the meaning assigned to such term in the Credit Agreement.

“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now owned or hereafter acquired by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now owned or hereafter acquired by any third party, is in existence, and all rights of any Grantor under any such agreement.

“Patents” means all of the following now owned or hereafter acquired by any Person: (a) all letters Patent of the United States in or to which any Grantor now or hereafter has any right, title or interest therein, all registrations thereof, and all applications for letters Patent of the United States, including registrations and pending applications in the USPTO, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Perfection Certificate” means a certificate substantially in the form of Exhibit II, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed on the Closing Date by a Responsible Officer of the Borrowers and as the same shall be supplemented from time to time.

“Pledged Collateral” has the meaning assigned to such term in Section 2.01.

“Pledged Debt” has the meaning assigned to such term in Section 2.01.

“Pledged Equity” has the meaning assigned to such term in Section 2.01.

“Pledged Securities” means the Pledged Equity and Pledged Debt.

“Secured Obligations” means the “Obligations” (as defined in the Credit Agreement).

 

-4-

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Agents and each co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent from time to time pursuant to Section 9.02 of the Credit Agreement.

“Security Agreement Supplement” means an instrument substantially in the form of Exhibit I hereto.

“Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Effective Date.

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Trademarks” means all of the following now owned or hereafter acquired by any Person: (a) all trademarks, service marks, trade names, corporate names, trade dress, logos, designs, fictitious business names other source or business identifiers, now owned or hereafter acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the USPTO or any similar offices in any State of the United States or any jurisdiction thereof, and all extensions or renewals thereof, and (b) all goodwill associated therewith.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“USCO” means the United States Copyright Office.

“USPTO” means the United States Patent and Trademark Office.

ARTICLE II

Pledge of Securities

Section 2.01 Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each of the Grantors hereby collaterally assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Grantors’ right, title and interest in, to and under (in each case, as applicable):

(i) all Equity Interests held by it that are listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests of any Subsidiary (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets;

 

-5-

(ii) (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (collectively, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Assets;

(iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01;

(iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt referred to in clauses (i) and (ii) above;

(v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and

(vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”);

provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of security interest in any Excluded Asset and (ii) no Grantor shall be required to take steps to perfect the security interest in the Collateral granted hereunder (a) by indicating such security interest on the certificate of title for any motor vehicle or other asset that is covered by a certificate of title, (b) by entering into any control agreements or control arrangements (including with respect to Deposit Accounts, Securities Accounts, Commodity Accounts or Letter-of-Credit Rights), or (c) by making any fixture filings with respect to fixtures or as-extracted collateral.

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Section 2.02 Delivery of the Pledged Securities.

(a) Each Grantor agrees promptly (but in any event within 60 days after receipt by such Grantor, or such longer period as the Collateral Agent may agree in writing in its sole discretion) to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all (i) Pledged Equity to the extent certificated and (ii) to the extent required to be delivered pursuant to paragraph (b) of this Section 2.02, Pledged Debt.

(b) Each Grantor will cause any Indebtedness for borrowed money (other than any Excluded Asset) having an aggregate principal amount in excess of $1,000,000 individually owed to such Grantor by any Person that is evidenced by a duly executed promissory note to be pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof (subject, for the avoidance of doubt, to the 60 day delivery period set forth in clause (a) above or such longer period as the Collateral Agent may agree in writing in its sole discretion).

(c) Upon delivery to the Collateral Agent, any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent.

 

-6-

Section 2.03 Representations, Warranties and Covenants. Each Grantor represents, warrants and covenants to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a) As of the date hereof, Schedule II includes all Pledged Equity and Pledged Debt required to be pledged by such Grantor hereunder;

(b) To the extent issued by a Grantor or any of its Subsidiaries, all such Pledged Equity and such Pledged Debt has been duly and validly authorized and issued by the issuer(s) thereof and are (i) in the case of such Pledged Equity, fully paid and nonassessable (other than with respect to Pledged Equity consisting of membership interests limited liability companies to the extent provided in Section 18-502 and 18-607 of the Delaware Limited Liability Company Act) and (ii) in the case of such Pledged Debt, the valid and legally binding obligations of the issuer(s) thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding at law or in equity) and an implied covenant of good faith and fair dealing;

(c) except for the security interests granted hereunder, such Grantor (i) is and, subject to any transfers made in compliance with or permitted by the Credit Agreement, will continue to be, the direct owner, beneficially and of record, of the Pledged Equity indicated opposite such Grantor’s name on Schedule II, (ii) holds the same free and clear of all Liens, other than Liens created by the Collateral Documents or permitted pursuant to Section 7.01 of the Credit Agreement and (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than assignments, pledges, hypothecations and transfers permitted by the Credit Agreement or Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement; and

(d) the execution and performance by the Grantors of this Agreement are within each Grantor’s corporate, limited liability or limited partnership power, as applicable, and have been duly authorized by all necessary corporate, limited liability or limited partnership action or other organizational action, as applicable.

Subject to the terms of this Agreement and to the extent permitted by Applicable Law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests.

Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Agent (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.

Section 2.04 Certification of Limited Liability Company and Limited Partnership Interests. No interest in any limited liability company or limited partnership controlled by any Grantor that constitutes Pledged Equity shall be represented by a certificate unless (i) the limited liability company agreement or partnership agreement expressly provides that such interests shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction and (ii) such certificate shall be delivered to the Collateral Agent in accordance with Section 2.02. To the extent an interest in any limited

 

-7-

liability company or limited partnership controlled by any Grantor and pledged under Section 2.01 is certificated or becomes certificated, (i) each such certificate shall be delivered to the Collateral Agent, pursuant to Section 2.02(a) and (ii) such Grantor shall fulfill all other requirements under Section 2.02 applicable in respect thereof.

Section 2.05 Registration in Nominee Name; Denominations. If an Event of Default shall have occurred and be continuing, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the right to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent and, upon the Collateral Agent’s written request, each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Equity registered in the name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates representing Pledged Equity for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent permitted by the documentation governing such Pledged Securities.

Section 2.06 Voting Rights; Dividends and Interest.

(a) Unless and until an Event of Default shall have occurred and be continuing and until the Collateral Agent shall have given the Grantors notice of its exercise of remedies:

(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof, and each Grantor agrees that it shall exercise such rights for purposes not in violation of the terms of this Agreement, the Credit Agreement and the other Loan Documents;

(ii) The Collateral Agent shall promptly (after reasonable advance notice) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above; and

(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Law; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in writing in its sole discretion) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). So long as no Default or Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii).

 

-8-

(b) Upon the occurrence and during the continuance of an Event of Default and upon receipt of notice from Collateral Agent of its exercise of remedies, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 days or such longer period as the Collateral Agent may agree in writing in its sole discretion) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default and upon receipt of notice from Collateral Agent of its exercise of remedies, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated.

ARTICLE III

Security Interests in Personal Property

Section 3.01 Security Interest.

(a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(i) all Accounts;

 

-9-

(ii) all Chattel Paper;

(iii) all Documents;

(iv) all Equipment;

(v) all General Intangibles;

(vi) all Goods;

(vii) all Instruments;

(viii) all Inventory;

(ix) all Investment Property;

(x) all books and records pertaining to the Article 9 Collateral;

(xi) all Fixtures;

(xii) all Letter of Credit and Letter-of-Credit Rights;

(xiii) all Intellectual Property;

(xiv) all Commercial Tort Claims listed on Schedule III and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(i); and

(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of security interest in any Excluded Asset and (ii) no Grantor shall be required to take steps to perfect the security interest in the Collateral granted hereunder (a) by indicating such security interest on the certificate of title for any motor vehicle or other asset that is covered by a certificate of title, (b) by entering into any control agreements or control arrangements (including with respect to Deposit Accounts, Securities Accounts, Commodity Accounts or Letter-of-Credit Rights), or (c) by making any fixture filings with respect to fixtures or as-extracted collateral.

(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.

(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

 

-10-

(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in United States registered and applied for Intellectual Property of each Grantor in which a security interest has been granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantor as debtors and the Collateral Agent as secured party.

Section 3.02 Representations and Warranties. Each Grantor jointly and severally represents and warrants, as to itself and the other Grantors, to the Collateral Agent and the Secured Parties that:

(a) Subject to Liens permitted by Section 7.01 of the Credit Agreement, each Grantor has full power and authority to grant to the Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained prior to the date hereof.

(b) The UCC financing statements or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in the applicable filing office (or specified by notice from the Borrowers to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations (other than filings required to be made in the USPTO and the USCO in order to perfect the Security Interest in Article 9 Collateral consisting of United States registered and applied for Patents, Trademarks and Copyrights), in each case, as required by Section 6.11 or 6.13 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code, and no further or subsequent filing, re-filing, recording, rerecording, registration or re-registration is necessary in any such jurisdiction, except as provided under applicable Law with respect to the filing of continuation statements.

(c) Each Grantor represents and warrants that short-form Intellectual Property Security Agreements substantially in the form attached hereto as Exhibits III, IV and V and containing a description of all Article 9 Collateral consisting of United States registered and applied for Patents, United States registered Trademarks (and Trademarks for which United States registration applications are pending, unless it constitutes an Excluded Asset) and United States registered Copyrights, respectively, have been delivered to the Collateral Agent for recording by the USPTO and the USCO pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, (for the benefit of the Secured Parties) in respect of all Article 9 Collateral consisting of registrations and applications for United States Patents, Trademarks and Copyrights. To the extent a security interest may be perfected by filing, recording or registration in USPTO or USCO under the Federal intellectual property laws, then no further or subsequent filing, re-filing, recording, rerecording, registration or re-registration is necessary (other than (i) such filings and actions as are necessary to perfect the Security Interest with respect to any Article 9 Collateral consisting of United States registered and applied for Patents, Trademarks and Copyrights acquired or developed by any Grantor after the date hereof and (ii) the UCC financing and continuation statements contemplated in Section 3.02(b)).

(d) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Secured Obligations and (ii) subject to the filings described in Section 3.02(b), a perfected security interest in all Article 9 Collateral in which a

 

-11-

security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in the relevant jurisdiction. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than (i) any statutory or similar Lien that has priority as a matter of Law and (ii) any Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(e) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable Laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the USPTO or the USCO, or (iii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement and assignments permitted by the Credit Agreement.

(f) As of the date hereof, no Grantor has any Commercial Tort Claim in excess of $5,000,000 individually or $10,000,000 in the aggregate, other than the Commercial Tort Claims listed on Schedule III.

Section 3.03 Covenants.

(a) The Borrowers agree to notify the Collateral Agent in writing within 60 days (or such longer period as the Collateral Agent may agree in writing in its sole discretion) after effecting any change in (i) the legal name of any Grantor, (ii) the identity or type of organization or corporate structure of any Grantor, (iii) the jurisdiction of organization of any Grantor or (iv) chief executive office of any Grantor and take all actions requested by the Collateral Agent to continue the perfection of security interests created herein in Collateral at all times following any such change.

(b) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral that is in excess of $1,000,000 in the aggregate shall be or become evidenced by any promissory note, other instrument, debt security or chattel paper, such note, instrument, debt security or chattel paper shall be promptly (and in any event within 60 days of its acquisition or such longer period as the Collateral Agent may agree in writing in its sole discretion) pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent. If an Event of Default has occurred and is continuing, the Collateral Agent may institute and maintain, in its own name or in the name of any Grantor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Collateral. All of the foregoing shall be at the sole cost and expense of the Grantors to the extent otherwise required by Section 10.04 of the Credit Agreement.

(c) Upon the occurrence and during the continuance of an Event of Default, at its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests

 

-12-

or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or any other Loan Document and, in each case, within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

(d) Intellectual Property Covenants.

(i) Other than to the extent not prohibited herein or in the Credit Agreement or with respect to registrations and applications no longer used or useful, except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in the Intellectual Property of such Grantor that are not Excluded Assets.

(ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used or useful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known).

(iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used or useful in the applicable Grantor’s business operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and enforce each item of its Intellectual Property.

(iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, expire, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

(v) Simultaneously with the delivery of the Compliance Certificate required pursuant to Section 6.02(a) of the Credit Agreement after the second and fourth fiscal quarters of each fiscal year of Holdings (or such longer period as the Collateral Agent may agree in writing in its sole discretion), the Borrowers shall provide a list of any additional registrations of or applications

 

-13-

for Intellectual Property of all Grantors with the USPTO and USCO not previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and USCO. The provisions hereof shall automatically apply to such Intellectual Property as if such would have constituted Article 9 Collateral at the time of execution hereof and be subject to the Security Interest without further action by any party. Each Grantor shall also at the time of delivery of such list provide to the Collateral Agent confirmation of the attachment of the Security Interest to such Intellectual Property by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s Security Interest in such Intellectual Property.

(e) If the Grantors shall at any time hold or acquire any Commercial Tort Claims in an amount reasonably estimated by such Grantor to exceed $5,000,000 individually or $10,000,000 in the aggregate for which this clause has not been satisfied and for which a complaint in a court of competent jurisdiction has been filed, such Grantor shall within 60 days after the end of the fiscal quarter in which such complaint was filed (or such longer period as the Collateral Agent may agree in writing in its sole discretion) notify the Collateral Agent thereof in a writing signed by such Grantor including a summary description of such claim and grant to the Collateral Agent, for the benefit of the Secured Parties, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement.

(f) In the event that the proceeds of any insurance claim are paid to any Grantor after the Collateral Agent has exercised its right to foreclose after an Event of Default, such proceeds shall be held in trust for the benefit of the Collateral Agent and immediately after receipt thereof shall be paid to the Collateral Agent for application in accordance with Section 4.02.

ARTICLE IV

Remedies

Section 4.01 Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Secured Obligations, including the Guarantees, under the Uniform Commercial Code or other applicable Law and also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Collateral Agent promptly, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under Law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to such exercise; and (iv) subject to the mandatory requirements of applicable Law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Secured Obligations at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers

 

-14-

thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by Law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any Law now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by Law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by Law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by Law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at Law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions.

Section 4.02 Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash in accordance with Section 8.04 of the Credit Agreement.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to

 

-15-

the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

The Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations; provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to it.

Section 4.03 Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent a non-exclusive, royalty-free, limited license (until the termination or cure of the Event of Default) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon prior written notice to the applicable Grantor; provided, further, that nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used, sufficient to preserve the validity and value of such Trademarks. For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default and notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of Default and upon notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

ARTICLE V

Subordination

Section 5.01 Subordination.

(a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the payment in full in cash of the Secured Obligations. No failure on the part of the Borrowers or any Grantor to make the payments required under applicable law or otherwise shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

 

-16-

(b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent, all Indebtedness owed to it by any other Grantor shall be fully subordinated to the payment in full in cash of the Secured Obligations; provided that unless the Collateral Agent notifies each Grantor that such payments may not be made, each Grantor shall be permitted to make (or receive) payments on any intercompany note owed to (or by) a Grantor.

ARTICLE VI

Miscellaneous

Section 6.01 Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to the Borrowers or any other Grantor shall be given to it in care of the Borrowers as provided in Section 10.02 of the Credit Agreement.

Section 6.02 Waivers; Amendment.

(a) No failure or delay by any Secured Party in exercising any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege, or any abandonment or discontinuance of steps to enforce such rights, remedies, powers or privileges hereunder, preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges of the Secured Parties herein provided, and provided under each other Loan Document, are cumulative and are not exclusive of any rights, remedies, powers and privileges provided by Law. No waiver of any provision of this Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan, the issuance of a Letter of Credit or the provision of services under Cash Management Obligations or Secured Hedge Agreements shall not be construed as a waiver of any Default, regardless of whether any Secured Party may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

Section 6.03 Collateral Agent’s Fees and Expenses; Indemnification.

(a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith, in each case, as provided in Sections 10.04 and 10.05 of the Credit Agreement.

(b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement

 

-17-

or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 10 days of written demand therefor.

Section 6.04 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 6.05 Survival of Agreement. All covenants, agreements, representations and warranties made by the Grantors hereunder and in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of the Loan Documents, the making of any Loans and issuance of any Letters of Credit and the provision of services under Cash Management Obligations or Secured Hedge Agreements, regardless of any investigation made by any Secured Party or on its behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as this Agreement has not been terminated or released pursuant to Section 6.12 below.

Section 6.06 Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic communication of an executed counterpart (including portable document format (PDF)) of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly permitted by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.

Section 6.07 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6.08 Right of Set-Off. In addition to any rights and remedies of the Secured Parties provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party and its Affiliates is authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by each Grantor to the fullest extent permitted by applicable Law, to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Secured Party and its Affiliates to or for the credit or the account of the respective Grantors against any and all Secured Obligations owing to such Secured Party and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Secured Party or Affiliate shall have made demand under this Agreement and although such Secured Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Secured Party agrees promptly to notify the applicable Grantor

 

-18-

and the Collateral Agent after any such set-off and application made by such Secured Party; provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Secured Party under this Section 6.08 are in addition to other rights and remedies (including other rights of set-off) that such Secured Party may have at Law.

Section 6.09 Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process.

(a) The terms of Sections 10.15 and 10.16 of the Credit Agreement with respect to governing law, submission of jurisdiction, venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

(b) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Section 6.10 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 6.11 Security Interest Absolute. To the extent permitted by Law, all rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.

Section 6.12 Termination or Release.

(a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its sole discretion, for which a backstop letter of credit is in place).

(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of either Borrower or becomes an Excluded Subsidiary.

 

-19-

(c) The Security Interest in any Collateral shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Collateral becomes an Excluded Asset.

(d) Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

(e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) of this Section 6.12, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities, instruments and written releases, terminations and similar documents. Any execution and delivery of documents pursuant to this Section 6.12 shall be without recourse to or warranty by the Collateral Agent and subject, if requested by the Collateral Agent, to the Collateral Agent’s receipt of a certification by the Borrowers and applicable Grantor stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents and as to such other matters as the Collateral Agent may reasonably request.

(f) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank.

Section 6.13 Additional Grantors. The Grantors shall cause each Restricted Subsidiary of Holdings which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (i) to execute and deliver to the Collateral Agent a Security Agreement Supplement and (ii) a Perfection Certificate, in each case, (x) with respect to the Acquired Business, on or prior to the Post-Closing Collateral Date, and (y) with respect to any other Subsidiary, within sixty (60) days of the date on which it was acquired, created or otherwise required to become a Grantor hereunder or such longer period as the Collateral Agent may agree in writing in its sole discretion. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

Section 6.14 Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as

 

-20-

such Grantor’s true and lawful agent (and attorney-in-fact) of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the applicable Grantor of the Collateral Agent’s intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral or Mortgaged Property; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral or Mortgaged Property; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at Law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or Mortgaged Property or to enforce any rights in respect of any Collateral or Mortgaged Property; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral or Mortgaged Property; (g) to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; (h) to make, settle and adjust claims in respect of Article 9 Collateral or Mortgaged Property under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance; (i) to make all determinations and decisions with respect thereto; (j) to obtain or maintain the policies of insurance required by Section 6.07 of the Credit Agreement or paying any premium in whole or in part relating thereto; and (k) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral or Mortgaged Property, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral or Mortgaged Property for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or Mortgaged Property or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith, or willful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable by the Grantors to the Collateral Agent to the extent contemplated by Section 10.04 of the Credit Agreement and shall be additional Secured Obligations secured hereby.

Section 6.15 General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

 

-21-

Section 6.16 Reasonable Care. The Collateral Agent is required to use reasonable care in the custody and preservation of any of the Collateral in its possession; provided, that the Collateral Agent shall be deemed to have used reasonable care in the custody and preservation of any of the Collateral or Mortgaged Property, if such Collateral or Mortgaged Property is accorded treatment substantially similar to that which the Collateral Agent accords its own property.

Section 6.17 Reinstatement. The obligations of the Grantors under this Security Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers or other Loan Party in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 6.18 Miscellaneous. The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received a notice of Event of Default or a notice from the Grantor or the Secured Parties to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of Default has occurred.

[Signature Pages Follow]

 

-22-

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

 

PINAFORE, LLC
By:  

/s/ Konstantin Gilis

  Name:   Konstantin Gilis
  Title:   Vice President
PINAFORE, INC.
By:  

/s/ Konstantin Gilis

  Name:   Konstantin Gilis
  Title:   Vice President

 

-23-

PINAFORE ACQUISITIONS LIMITED
By:  

/s/ Konstantin Gilis

  Name:   Konstantin Gilis
  Title:   Vice President

 

-24-

CITICORP USA, INC., as Collateral Agent

By:

  

/s/ Caesar Wyszomirski

  Name: Caesar Wyszomirski
  Title:   Director

 

-25-

Schedule I to

the Security Agreement

SUBSIDIARY PARTIES

Pinafore, LLC

Pinafore, Inc.

Exhibit I to the

Security Agreement

SUPPLEMENT NO.      dated as of [·], to the U.S. Security Agreement (the “Security Agreement”), dated as of July 27, 2010, by and among the Grantors identified therein and Citicorp USA, Inc., as Collateral Agent.

A. Reference is made to that certain Credit Agreement dated as of July 27, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectively, the “Borrowers”), PINAFORE ACQUISITIONS LIMITED (“Holdings”), the other Guarantors from time to time party thereto, Citibank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, the Collateral Agent, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and the other agents named therein.

B. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement and the Security Agreement, in each case, as applicable.

C. The Grantors have entered into the Security Agreement in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit. Section 6.13 of the Security Agreement provides that additional Restricted Subsidiaries of the Borrowers may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned (the “New Grantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Security Agreement in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound hereby, the Collateral Agent and the New Grantor hereby agree as follows:

SECTION 1. In accordance with Section 6.13 of the Security Agreement, the New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof. In furtherance of the foregoing, the New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby collaterally assign and pledge to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties a security interest in all of the New Grantor’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Grantor. Each reference to a “Grantor” in the Security Agreement shall be deemed to include the New Grantor. The Security Agreement is hereby incorporated herein by reference.

SECTION 2. The New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

 

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Grantor and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic communication shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the information required by Schedules II and III to the Security Agreement applicable to it and its and its’ subsidiaries legal name, jurisdiction of formation and location of Chief Executive Office and (b) set forth under its signature hereto is the true and correct legal name of the New Grantor, its jurisdiction of formation and the location of its chief executive office.

SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 6. THE TERMS OF SECTIONS 10.15 AND 10.16 OF THE CREDIT AGREEMENT WITH RESPECT TO GOVERNING LAW, SUBMISSION OF JURISDICTION, VENUE AND WAIVER OF JURY TRIAL ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS, AND THE PARTIES HERETO AGREE TO SUCH TERMS.

SECTION 7. EACH PARTY TO THIS SUPPLEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 6.01 OF THE SECURITY AGREEMENT. NOTHING IN THIS SUPPLEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS SUPPLEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 8. Neither this Supplement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement and subject to Section 6.02 of the Security Agreement.

SECTION 9. If any provision of this Supplement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Supplement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10. All communications and notices hereunder shall be in writing and given as provided in Section 6.01 of the Security Agreement.

SECTION 11. The New Grantor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with the execution and delivery of this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent, in each case, to the extent contemplated by Section 10.04 of the Credit Agreement.

[Signature pages follow]

 

-2-

IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

 

[NAME OF NEW GRANTOR]

By:

  

 

Name:

  

 

Title:

  

 

Legal Name:

Jurisdiction of Formation:

Location of Chief Executive office:

CITICORP USA, INC.,

as Collateral Agent

By:

  

 

Name:

  

 

Title:

  

 

 

-2-

Schedule I

to the Supplement No_ to the

Security Agreement

EQUITY INTERESTS

 

Issuer

   

Number of

Certificate

   

Registered

Owner

   

Number and

Class of

Equity Interest

   

Percentage

of Equity Interests

INSTRUMENTS AND DEBT SECURITIES

 

Issuer

   

Principal

Amount

   

Date of Note

   

Maturity Date

 

Exhibit II to the

Security Agreement

[FORM OF] PERFECTION CERTIFICATE

[Provided under separate cover.]

Exhibit III to the

Security Agreement

FORM OF

PATENT SECURITY AGREEMENT (SHORT FORM)

PATENT SECURITY AGREEMENT

Patent Security Agreement, dated as of [                    ], by [                    ] and [                    ] (the “Grantor”), in favor of CITICORP USA, INC., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Grantor is party to that certain U.S. Security Agreement dated as of July 27, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by [                    ] in favor of the Collateral Agent, pursuant to which the Grantor is required to execute and deliver to the Collateral Agent this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound hereby, the Grantor hereby agrees with the Collateral Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement or the Security Agreement and used herein have the respective meanings assigned thereto in the Credit Agreement or the Security Agreement, in each case, as applicable.

SECTION 2. Grant of Security Interest in Patent Collateral. The Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties a security interest in and to all of its right, title and interest in, to and under all the following Collateral (excluding any Excluded Assets) of the Grantor:

(a) Patents of the Grantor listed on Schedule I attached hereto; and

(b) all products and Proceeds of any of the foregoing (together with (a), collectively, the “Patents”).

SECTION 3. The Security Agreement. The security interests granted pursuant to this Patent Security Agreement are granted in conjunction with the security interests granted to the Collateral Agent pursuant to the Security Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interests in the Patents made and granted hereby are more fully set forth in the Security Agreement. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.

SECTION 4. Termination. Upon the termination of the Security Agreement in accordance with, or as otherwise required pursuant to, Section 6.12 thereof, the Collateral Agent shall, at the expense of the Grantor, execute, acknowledge, and deliver to the Grantor an instrument in writing in recordable

form releasing the liens on and security interests in the applicable Patents under this Patent Security Agreement and any other documents required to evidence the termination of the Collateral Agent’s interests in the applicable Patents.

SECTION 5. GOVERNING LAW; JURISDICTION; VENUE; WAIVER OF JURY TRIAL; CONSENT TO SERVICE OF PROCESS.

(A) THE TERMS OF SECTIONS 10.15 AND 10.16 OF THE CREDIT AGREEMENT WITH RESPECT TO GOVERNING LAW, SUBMISSION OF JURISDICTION, VENUE AND WAIVER OF JURY TRIAL ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS, AND THE PARTIES HERETO AGREE TO SUCH TERMS.

(B) EACH PARTY TO THIS PATENT SECURITY AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 6.01 OF THE SECURITY AGREEMENT. NOTHING IN THIS PATENT SECURITY AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS PATENT SECURITY AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 6. Waivers; Amendments; Modifications. Neither this Patent Security Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement and subject to Section 6.02 of the Security Agreement.

SECTION 7. All communications and notices under this Patent Security Agreement shall be in writing and given as provided in Section 6.01 of the Security Agreement.

SECTION 8. Counterparts; Effectiveness. This Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering to the other party hereto one or more counterparts. Delivery by facsimile or other electronic communication of an executed counterpart (including portable document format (PDF)) of a signature page to this Patent Security Agreement shall be effective as delivery of an original executed counterpart of this Patent Security Agreement. This Patent Security Agreement shall become effective as to the Grantor when a counterpart hereof executed on behalf of the Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon the Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of the Grantor, the Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, except that the Grantor shall not have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by the Security Agreement or the Credit Agreement.

[Signature Pages Follow.]

 

-2-

[GRANTOR]
By:  

 

  Name:
  Title:

 

-3-

CITICORP USA, INC.,

as Collateral Agent

By:

  

 

  Name:
  Title:

 

-4-

Schedule I

to

PATENT SECURITY AGREEMENT

UNITED STATES PATENTS AND PATENT APPLICATIONS

Patents:

 

OWNER

    PATENT
NUMBER		    TITLE
     

Patent Applications:

 

OWNER

    APPLICATION
NUMBER		    TITLE
     

Exhibit IV to the

Security Agreement

FORM OF

TRADEMARK SECURITY AGREEMENT (SHORT FORM)

TRADEMARK SECURITY AGREEMENT

Trademark Security Agreement, dated as of [                    ], by [                    ] and [            ] (the “Grantor”), in favor of CITICORP USA, INC., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Grantor is party to that certain U.S. Security Agreement dated as of July 27, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by [            ] in favor of the Collateral Agent, pursuant to which the Grantor is required to execute and deliver to the Collateral Agent this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound hereby, the Grantor hereby agrees with the Collateral Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement or the Security Agreement used herein have the respective meanings assigned thereto in the in the Credit Agreement or the Security Agreement, in each case, as applicable.

SECTION 2. Grant of Security Interest in Trademark Collateral. The Grantor collaterally assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties a security interest in and to all of its right, title and interest in, to and under all the following Collateral (excluding any Excluded Assets) of the Grantor:

(a) registered Trademarks of the Grantor listed on Schedule I attached hereto; and

(b) all products and Proceeds of any of the foregoing (together with (a), collectively, the “Trademarks”).

SECTION 3. The Security Agreement. The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to the Collateral Agent pursuant to the Security Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interests in the Trademarks made and granted hereby are more fully set forth in the Security Agreement. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.

SECTION 4. Termination. Upon the termination of the Security Agreement in accordance with, or otherwise required pursuant to, Section 6.12 thereof, the Collateral Agent shall, at the expense of the Grantor, execute, acknowledge, and deliver to the Grantor an instrument in writing in recordable form releasing the lien on and security interest in the applicable Trademarks under this Trademark Security Agreement and any other documents required to evidence the termination of the Collateral Agent’s interest in the applicable Trademarks.

SECTION 5. GOVERNING LAW; JURISDICTION; VENUE; WAIVER OF JURY TRIAL; CONSENT TO SERVICE OF PROCESS.

(A) THE TERMS OF SECTIONS 10.15 AND 10.16 OF THE CREDIT AGREEMENT WITH RESPECT TO GOVERNING LAW, SUBMISSION OF JURISDICTION, VENUE AND WAIVER OF JURY TRIAL ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS, AND THE PARTIES HERETO AGREE TO SUCH TERMS.

(B) EACH PARTY TO THIS TRADEMARK SECURITY AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 6.01 OF THE SECURITY AGREEMENT. NOTHING IN THIS TRADEMARK SECURITY AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS TRADEMARK SECURITY AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 6. Waivers; Amendments; Modifications. Neither this Trademark Security Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement and subject to Section 6.02 of the Security Agreement.

SECTION 7. Notices; Communications. All communications and notices under this Trademark Security Agreement shall be in writing and given as provided in Section 6.01 of the Security Agreement.

SECTION 8. Counterparts; Effectiveness. This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering to the other party hereto one or more counterparts. Delivery by facsimile or other electronic communication of an executed counterpart (including portable document format (PDF)) of a signature page to this Trademark Security Agreement shall be effective as delivery of an original executed counterpart of this Trademark Security Agreement. This Trademark Security Agreement shall become effective as to the Grantor when a counterpart hereof executed on behalf of the Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon the Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of the Grantor, the Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, except that the Grantor shall not have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by the Security Agreement or the Credit Agreement.

[Signature pages follow]

 

-2-

[GRANTOR]
By:  

 

  Name:
  Title:

 

-3-

CITICORP USA, INC.,

as Collateral Agent

By:  

 

  Name:
  Title:

 

-4-

Schedule I

to

TRADEMARK SECURITY AGREEMENT

UNITED STATES TRADEMARK REGISTRATIONS AND APPLICATIONS

Trademark Registrations:

 

OWNER

   REGISTRATION
NUMBER		   TRADEMARK
   

Trademark Applications:

 

OWNER

   APPLICATION
NUMBER		   TRADEMARK
   

Exhibit V to the

Security Agreement

FORM OF

COPYRIGHT SECURITY AGREEMENT (SHORT FORM)

COPYRIGHT SECURITY AGREEMENT

Copyright Security Agreement, dated as of [                    ], by [                    ] and [                    ] (the “Grantor”), in favor of CITICORP USA, INC., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Grantor is party to that certain U.S. Security Agreement dated as of July 27, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by [                    ] in favor of the Collateral Agent, pursuant to which the Grantor is required to execute and deliver to the Collateral Agent this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound hereby, the Grantor hereby agrees with the Collateral Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement or the Security Agreement and used herein have the respective meanings assigned thereto in the Credit Agreement or the Security Agreement, in each case, as applicable.

SECTION 2. Grant of Security Interest in Copyright Collateral. The Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties a security interest in and to all of its right, title and interest in, to and under all the following Collateral (excluding any Excluded Assets) of the Grantor:

(a) registered Copyrights of the Grantor listed on Schedule I attached hereto; and

(b) all products and Proceeds of the foregoing (together with (a), collectively, the “Copyrights”).

SECTION 3. The Security Agreement. The security interests granted pursuant to this Copyright Security Agreement are granted in conjunction with the security interests granted to the Collateral Agent pursuant to the Security Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interests in the Copyrights made and granted hereby are more fully set forth in the Security Agreement. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.

SECTION 4. Termination. Upon termination of the Security Agreement in accordance with, or as otherwise required pursuant to, Section 6.12 thereof, the Collateral Agent shall, at the expense of the Grantor, execute, acknowledge, and deliver to the Grantor an instrument in writing in recordable form releasing the lien on and security interest in the applicable Copyrights under this Copyright Security Agreement and any other documents required to evidence the termination of the Collateral Agent’s interest in the applicable Copyrights.

SECTION 5. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process.

(a) The terms of Sections 10.15 and 10.16 of the Credit Agreement with respect to governing law, submission of jurisdiction, venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

(b) Each party to this Copyright Security Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.01 of the Security Agreement. Nothing in this Copyright Security Agreement will affect the right of any party to this Copyright Security Agreement to serve process in any other manner permitted by Law.

SECTION 6. Waivers; Amendments; Modifications. Neither this Copyright Security Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement and subject to Section 6.02 of the Security Agreement.

SECTION 7. Notices; Communications. All communications and notices under this Copyright Security Agreement shall be in writing and given as provided in Section 6.01 of the Security Agreement.

SECTION 8. Counterparts; Effectiveness. This Copyright Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Copyright Security Agreement by signing and delivering to the other party hereto one or more counterparts. Delivery by facsimile or other electronic communication of an executed counterpart (including portable document format (PDF)) of a signature page to this Copyright Security Agreement shall be effective as delivery of an original executed counterpart of this Copyright Security Agreement. This Copyright Security Agreement shall become effective as to the Grantor when a counterpart hereof executed on behalf of the Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon the Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of the Grantor, the Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, except that the Grantor shall not have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by the Security Agreement or the Credit Agreement.

[Signature pages follow.]

 

-2-

[GRANTOR]
By:  

 

  Name:
  Title:

 

-3-

CITICORP USA, INC., as Collateral Agent
By:  

 

  Name:
  Title:

 

-4-

Schedule I

to

COPYRIGHT SECURITY AGREEMENT

UNITED STATES COPYRIGHT REGISTRATIONS

 

OWNER

   

REGISTRATION NUMBER

   

COPYRIGHT TITLE

 EX-10.5 20 dex105.htm EXHIBIT 10.5 Exhibit 10.5

Exhibit 10.5

SUPPLEMENT NO. 1 dated as of September 29, 2010, to the U.S. Security Agreement dated as of July 27, 2010 and as amended and restated on September 21, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among the Grantors identified therein and Citicorp USA, Inc., as Collateral Agent.

A. Reference is made to that certain Credit Agreement dated as of July 27, 2010, as amended and restated on August 6, 2010 and as further amended and restated on September 21, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectively, the “Borrowers”), PINAFORE ACQUISITIONS LIMITED (“Holdings”), the other Guarantors from time to time party thereto, Citibank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, the Collateral Agent, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and the other agents named therein.

B. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement and the Security Agreement, in each case, as applicable.

C. The Grantors have entered into the Security Agreement in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit. Section 6.13 of the Security Agreement provides that additional Restricted Subsidiaries of the Borrowers may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. Each of the undersigned (the “New Grantors”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Security Agreement in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Now, therefore, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound hereby, the Collateral Agent and each New Grantor hereby agree as follows:

SECTION 1. In accordance with Section 6.13 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby collaterally assign and pledge to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties a security interest in all of such New Grantor’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of such New Grantor. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is hereby incorporated herein by reference.

SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of each New Grantor and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic communication shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 5. THE TERMS OF SECTIONS 10.15 AND 10.16 OF THE CREDIT AGREEMENT WITH RESPECT TO GOVERNING LAW, SUBMISSION OF JURISDICTION, VENUE AND WAIVER OF JURY TRIAL ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS, AND THE PARTIES HERETO AGREE TO SUCH TERMS.

SECTION 6. EACH PARTY TO THIS SUPPLEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 6.01 OF THE SECURITY AGREEMENT. NOTHING IN THIS SUPPLEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS SUPPLEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 7. Neither this Supplement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement and subject to Section 6.02 of the Security Agreement.

SECTION 8. If any provision of this Supplement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Supplement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 9. All communications and notices hereunder shall be in writing and given as provided in Section 6.01 of the Security Agreement.

SECTION 10. Each New Grantor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with the execution and delivery of this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent, in each case, to the extent contemplated by Section 10.04 of the Credit Agreement.

SECTION 11. Notwithstanding anything to the contrary in the Security Agreement, the parties hereto agree that (a) with respect to each New Grantor that is a Foreign Loan Party, Collateral shall be limited to now owned or hereafter acquired (i) Capital Stock of the Domestic Subsidiaries owned by such New Grantor, (ii) all dividends and distributions in respect thereof, (iii) all rights relating thereto or arising thereunder and (iv) all proceeds thereof (collectively the “US Collateral”) and (b) the representations, warranties and covenants set forth herein shall apply to such Foreign Loan Parties only with respect to the respective US Collateral.

[Signature pages follow]

IN WITNESS WHEREOF, Each New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

 

CARRIAGE HOUSE FRUIT COMPANY

BROADWAY MISSISSIPPI DEVELOPMENT, LLC

GATES DEVELOPMENT CORPORATION

GATES INTERNATIONAL HOLDINGS, LLC

AIR SYSTEM COMPONENTS, INC.

AQUATIC CO.

AQUATIC TRUCKING CO.

BUFFALO HOLDING COMPANY

CONERGICS CORPORATION

DEXTER AXLE ACQUISITION CORP.

DEXTER AXLE COMPANY

DEXTER AXLE TRUCKING COMPANY

EPICOR INDUSTRIES, INC.

GATES MECTROL, INC.

GATES WINHERE, LLC

HART & COOLEY TRUCKING COMPANY

HART & COOLEY, INC.

NRG INDUSTRIES, INC. (Delaware entity)

PLEWS, INC.

RUSKIN COMPANY

RUSKIN SERVICE COMPANY

SCHRADER ELECTRONICS, INC.

SCHRADER INTERNATIONAL HOLDING CO.

SCHRADER, LLC

SCHRADER-BRIDGEPORT

INTERNATIONAL, INC.

SELKIRK AMERICAS, L.P.

SELKIRK CANADA HOLDINGS, L.P.

SELKIRK CORPORATION

SELKIRK IP L.L.C.

THE GATES CORPORATION

TOMKINS AUTOMOTIVE HOLDING CO.

TOMKINS CORPORATION

TOMKINS U.S., L.P.

By:

  

/s/ James Nicol

Name:

  

James Nicol

Title:

  

Authorized Officer

WALTHAM REAL ESTATE HOLDING CO.

E INDUSTRIES, INC.

KOCH FILTER CORPORATION

DEXTER CHASSIS GROUP, INC.

EASTERN SHEET METAL, INC.

FBN TRANSPORTATION, INC.

TOMKINS INDUSTRIES, INC.

IDEAL CLAMP PRODUCTS, INC.

GLASS MASTER CORPORATION

NATIONAL DUCT SYSTEMS, INC.

NRG INDUSTRIES, INC. (Texas entity)

ROOFTOP SYSTEMS, INC.

HYTEC, INC.

By:

  

/s/ James Nicol

Name:

  

James Nicol

Title:

  

Authorized Officer

GATES HOLDINGS LIMITED

TOMKINS ENGINEERING LIMITED

TOMKINS OVERSEAS INVESTMENTS

LIMITED

By:  

/s/ James Nicol

Name:  

James Nicol

Title:  

Authorized Officer

 

MONTISK INVESTMENTS NETHERLANDS C.V.
By:  

/s/ James Nicol

Name:  

James Nicol

Title:  

Authorized Officer

Representing each of:
Tomkins Investments Company S.a.r.l.,
Tomkins American Investments S.a.r.l. and
Tomkins Luxembourg S.a.r.l.
for itself and
Montisk Investments Netherlands C.V.

TOMKINS AUTOMOTIVE COMPANY, S.A.R.L.
TOMKINS LUXEMBOURG, S.A.R.L.
By:  

/s/ John Zimmerman

Name:  

John Zimmerman

Title:  

Chief Financial Officer

TOMKINS SC1 LIMITED
By:  

/s/ John Zimmerman

Name:  

John Zimmerman

Title:  

Attorney

CITICORP USA, INC.,

as Collateral Agent

By:  

/s/ Caesar Wyszomirski

Name:  

Caesar Wyszomirski

Title:  

Director

 EX-10.7 21 dex107.htm EXHIBIT 10.7 Exhibit 10.7

Exhibit 10.7

EXECUTION VERSION

SECURITY AGREEMENT

DATED 30 SEPTEMBER 2010

BETWEEN

THE CHARGORS

and

CITICORP USA, INC.

LOGO

Allen & Overy LLP

CONTENTS

 

Clause    Page  

1.

   

Interpretation

      1   

2.

   

Creation of Security

      3   

3.

   

Representations and warranties - general

      6   

4.

   

Restrictions on dealings

      7   

5.

   

Land

      7   

6.

   

Investments

      8   

7.

   

Restricted credit balances

      12   

8.

   

Intellectual Property

      13   

9.

   

Preservation of Security

      13   

10.

   

When Security becomes enforceable

      15   

11.

   

Enforcement of Security

      16   

12.

   

Receiver

      17   

13.

   

Powers of Receiver

      18   

14.

   

Application of proceeds

      20   

15.

   

Expenses and indemnity

      20   

16.

   

Delegation

      20   

17.

   

Further assurances

      20   

18.

   

Power of attorney

      20   

19.

   

Changes to the Parties

      21   

20.

   

Miscellaneous

      21   

21.

   

Release

      22   

22.

   

Evidence and calculations

      22   

23.

   

Notices

      22   

24.

   

Severability

      22   

25.

   

Waivers and remedies cumulative

      23   

26.

   

Counterparts

      23   

27.

   

Governing Law

      23   

28.

   

Enforcement

      23   
Schedules   

1.

   

Chargors

   

2.

   

Security Assets

   

3.

   

Forms of letter for Account Bank

   

Signatories

      25   

THIS SECURITY AGREEMENT is dated 30 September 2010

BETWEEN:

 

(1) THE COMPANIES listed in Schedule 1 as chargors (each a Chargor);

 

(2) CITICORP USA, INC. (the Collateral Agent) as agent and trustee for the Secured Parties (as defined in the Credit Agreement defined below).

BACKGROUND:

 

(A) Each Chargor enters into this Security Agreement in connection with the Credit Agreement (as defined below).

 

(B) It is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand.

IT IS AGREED as follows:

 

1. INTERPRETATION

 

1.1 Definitions

In this Deed:

Account Bank means, in relation to a Restricted Account, the bank with which the Restricted Account is maintained.

Act means the Law of Property Act 1925.

Credit Agreement means the US$1,600,000,000 credit agreement dated 27 July 2010 as amended and restated on 6 August 2010 and further amended and restated on 21 September 2010, and as further amended from time to time, between (among others) the Loan Parties and the Collateral Agent.

Critical Transfer Restriction means, with respect to any rights under an agreement to which a Chargor is a party, a term in such agreement that (a) provides that the assignment or transfer thereof, or the creation, attachment, perfection, or enforcement of a security interest or encumbrance therein, may give rise to a default, breach, claim, defence, termination, right of termination under such agreement, and (b) is enforceable under the laws applicable thereto.

Party means a party to this Security Agreement.

Receiver means a receiver and manager or a receiver, in each case, appointed under this Security Agreement.

Restricted Account means any account of a Chargor and includes:

 

  (a) any account details which are set out in Schedule 2 (Security Assets);

 

  (b) if there is a change of Account Bank, any account into which all or part of a credit balance from a Restricted Account is transferred; and

 

1

  (c) any account which is a successor to a Restricted Account on any re-numbering or re-designation of accounts and any account into which all or part of a balance from a Restricted Account is transferred for investment or administrative purposes.

Secured Liabilities means the Obligations.

Security means any Lien created, evidenced or conferred by or under this Security Agreement.

Security Assets means all assets of each Chargor the subject of any security created by this Security Agreement.

Security Period means the period beginning on the date of this Security Agreement and ending on the date on which all the Secured Liabilities (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent obligations not yet accrued and payable) have been paid and discharged in full.

US Security Agreement means the security agreement dated 27 July 2010 between the Grantors (as defined therein) and the Collateral Agent, entered into in connection with the Credit Agreement.

 

1.2 Construction

 

(a) Capitalised terms defined in the Credit Agreement or the US Security Agreement, as applicable, have, unless expressly defined in this Security Agreement, the same meaning in this Security Agreement.

 

(b) The provisions of section 1.02 (Other Interpretative Provisions) of the Credit Agreement apply to this Security Agreement as though they were set out in full in this Security Agreement, except that references to the Credit Agreement or the Loan Documents will be construed as references to this Security Agreement

 

(c) Notwithstanding anything in this Security Agreement to the contrary, no provision hereunder shall override the authority granted to the Collateral Agent in the Credit Agreement to release or waive the security interest in respect of specific assets.

 

(d) A reference to a Loan Document or other document or security shall be construed (without prejudice to any prohibition on amendments) as a reference to that Loan Document or other document or security as amended, restated, supplemented, novated or otherwise modified from time to time, including any change in the purpose of, any extension or any increase in the amount of a facility or any additional facility or accession or retirement of the parties to these agreements.

 

(e) Any covenant of a Chargor under this Deed (other than a payment obligation) remains in force during the Security Period and is given for the benefit of each Secured Party.

 

(f) The terms of the other Loan Documents and of any side letters between any Parties in relation to any Loan Document are incorporated in this Security Agreement to the extent required to ensure that any purported disposition of any freehold or leasehold property contained in this Security Agreement is a valid disposition in accordance with Section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989.

 

(g)

If the Collateral Agent reasonably considers (acting in good faith and based on the advice of reputable third party counsel) that an amount paid to a Secured Party under a Loan Document

 

2

  is reasonably likely to be avoided or otherwise set aside on the liquidation or administration of the payer or otherwise, then that amount will not be considered to have been irrevocably paid for the purposes of this Security Agreement.

 

(h) Unless the context otherwise requires, a reference to a Security Asset includes:

 

  (i) any part of that Security Asset; and

 

  (ii) the proceeds of that Security Asset.

 

2. CREATION OF SECURITY

 

2.1 General

 

(a) All the security created under this Security Agreement:

 

  (i) is created in favour of the Collateral Agent;

 

  (ii) is created over present and future assets of each Chargor;

 

  (iii) is security for the payment, discharge and performance of all the Secured Liabilities; and

 

  (iv) is made with full title guarantee in accordance with the Law of Property (Miscellaneous Provisions) Act 1994.

 

(b) If the rights of a Chargor under a document cannot be secured without the consent of a party to that document:

 

  (i) this Security will secure all amounts which that Chargor may receive, or has received, after the date of this Security Agreement, under that document but exclude the document itself; and

 

  (ii) upon the request of the Collateral Agent, that Chargor must use reasonable endeavours to obtain the consent of the relevant party to that document being secured under this Security Agreement once an Event of Default has occurred and is continuing.

 

(c) The Collateral Agent holds the benefit of this Security Agreement on trust for the Secured Parties.

 

(d) This Security Agreement shall not create a specific security interest over any assets owned by a Charger on the date hereof or hereafter acquired that are subject to a Lien of the type described in Section 7.01(r), (t) and (x) (to the extent relating to Liens originally incurred pursuant to Section 7.01(r) or (t)) of the Credit Agreement that is permitted to be incurred pursuant to the provisions of the Credit Agreement, if and to the extent that the contract or other agreement pursuant to which such Lien is granted or to which such assets are subject (or the documentation relating thereto) prohibits the creation of such specific security interest on such asset.

 

3

2.2 Land

 

(a) Each Chargor charges:

 

  (i) by way of a first legal mortgage all estates or interests in any Material Real Property now owned by it to the extent required by the Collateral and Guarantee Requirement; this includes the real property (if any) specified in Schedule 2 (Security assets) under its name under the heading Material Real Property and/or which is designated in writing as Material Real Property by a Chargor and the Collateral Agent; and

 

  (ii) (to the extent that they are not the subject of a mortgage under sub-paragraph (i) above) by way of first fixed charge all estates or interests in any Material Real Property now owned by it.

 

(b) A reference in this Subclause to a mortgage or charge of any freehold or leasehold property includes:

 

  (i) all buildings, fixtures, fittings and fixed plant and machinery on that property; and

 

  (ii) the benefit of any covenants for title given or entered into by any predecessor in title of a Chargor in respect of that property or any moneys paid or payable in respect of those covenants but shall exclude any leasehold properties where the consent of a third party is required for such mortgage or charge unless and until such consent is obtained (and, prior to an Event of Default which is continuing, no Chargor shall be obliged to obtain or investigate the possibility of obtaining any such third party consent).

 

2.3 Investments

Each Chargor charges by way of a first equitable mortgage its interest in all shares, stocks, debentures, bonds or other securities and investments owned by it or held by any nominee on its behalf.

 

(a) A reference in this Subclause to a mortgage or charge of any stock, share, debenture, bond or other security includes:

 

  (i) any dividend, interest or other distribution paid or payable in relation to it;

 

  (ii) any right, money or property accruing or offered at any time in relation to it by way of redemption, substitution, exchange, bonus or preference, under option rights or otherwise;

 

  (iii) any right against any clearance system; and

 

  (iv) any right under any custodian or other agreement.

 

2.4 Plant and machinery

Each Chargor charges by way of a first fixed charge all plant and machinery owned by it and its interest in any plant or machinery in its possession.

 

2.5 Restricted credit balances

Each Chargor charges by way of first fixed charge all of its rights in respect of any amount standing to the credit of any Restricted Account and the debt represented by it.

 

4

2.6 Insurances

Each Chargor assigns absolutely, subject to a proviso for re-assignment on redemption, all of its rights in respect of any contract or policy of insurance taken out by it or on its behalf or in which it has an interest.

 

2.7 Other contracts

Each Chargor assigns absolutely, subject to a proviso for re-assignment on redemption, all of its rights in respect of:

 

(a) any agreement to which it is a party except to the extent that it is subject to:

 

  (i) any fixed security created under any other term of this Clause; or

 

  (ii) any Critical Transfer Restriction;

 

(b) any letter of credit issued in its favour; and

 

(c) any bill of exchange or other negotiable instrument held by it.

 

2.8 Intellectual property

Each Chargor charges by way of a first fixed charge, all of its rights in respect of:

 

(a) any know-how, patent, trade mark, service mark, design, business name, topographical or similar right; this includes the patents and trademarks (if any) specified in Schedule 2 (Security Assets) under its name under the heading Specific Intellectual Property Rights;

 

(b) any copyright or other intellectual property monopoly right; or

 

(c) any interest (including by way of licence) in any of the above,

in each case whether registered or not and including all applications for the same.

 

2.9 Miscellaneous

Each Chargor charges by way of first fixed charge:

 

(a) any beneficial interest, claim or entitlement it has in any pension fund;

 

(b) its goodwill;

 

(c) the benefit of any authorization (statutory or otherwise) held in connection with its use of any Security Asset;

 

(d) the right to recover and receive compensation which may be payable to it in respect of any authorization referred to in paragraph (c) above; and

 

(e) its uncalled capital.

 

5

2.10 Floating charge

 

(a) Each Chargor charges by way of a first floating charge all its assets not at any time otherwise effectively mortgaged, charged or assigned by way of fixed mortgage, charge or assignment under this Clause.

 

(b) Except as provided below, the Collateral Agent may by notice to a Chargor convert the floating charge created by that Chargor under this Subclause into a fixed charge as regards any of that Chargor’s assets specified in that notice, if:

 

  (i) an Event of Default is outstanding; or

 

  (ii) the Collateral Agent reasonably considers those assets to be in danger of being seized or sold under any form of distress, attachment, execution or other legal process or to be otherwise in jeopardy.

 

(c) The floating charge created by this Subclause may not be converted into a fixed charge solely by reason of:

 

  (i) the obtaining of a moratorium; or

 

  (ii) anything done with a view to obtaining a moratorium,

under section 1A of the Insolvency Act 1986.

 

(d) The floating charge created by this Subclause will automatically convert into a fixed charge over all of a Chargor’s assets if an administrator is appointed or the Collateral Agent receives notice of an intention to appoint an administrator.

 

(e) The floating charge created by this Subclause is a qualifying floating charge for the purpose of paragraph 14 of Schedule B1 to the Insolvency Act 1986.

 

3. REPRESENTATIONS AND WARRANTIES - GENERAL

 

3.1 Representations and warranties

Each Chargor makes the representations and warranties as set out in this Security Agreement to each Secured Party.

 

3.2 Times for making representations and warranties

 

(a) The representations and warranties set out in this Security Agreement are made on the date of this Security Agreement.

 

(b) Each representation and warranty under this Security Agreement is deemed to be repeated by each Chargor on each date on which the representations and warranties are deemed repeated under the Credit Agreement.

 

(c) When a representation and warranty is repeated, it is applied to the circumstances existing at the time of repetition.

 

6

4. RESTRICTIONS ON DEALINGS

No Chargor may:

 

(a) create or permit to subsist any Lien on any Security Asset; or

 

(b) sell, transfer, licence, lease or otherwise dispose of any Security Asset,

except as not prohibited under section 7.01 (Liens) or section 7.05 (Dispositions), in each case, of the Credit Agreement.

 

5. LAND

 

5.1 Notices

Each Chargor must, within 14 days after the receipt by it of any application, requirement, order or notice served or given by any public or local or any other authority with respect to any Material Real Property (or any part of it):

 

(a) deliver a copy to the Collateral Agent; and

 

(b) inform the Collateral Agent of the steps taken or proposed to be taken to comply with the relevant requirements, if and to the extent that failure to take any action could reasonably be expected to have a Material Adverse Effect.

 

5.2 H.M. Land Registry

Each Chargor consents to a restriction in the following terms being entered into on the Register of Title relating to any Material Real Property registered at H.M. Land Registry:

“No disposition of the registered estate by the proprietor of the registered estate is to be registered without a written consent signed by the proprietor for the time being of the security agreement dated [—] September 2010 in favour of Citicorp USA, Inc., as Collateral Agent, referred to in the charges register or their conveyancer. (Standard Form P)”

 

5.3 Deposit of title deeds

Each Chargor must deposit (if so requested) with the Collateral Agent all deeds and documents of title relating to its Material Real Property and all local land charges, land charges and Land Registry search certificates and similar documents received by it or on its behalf.

 

5.4 Power to remedy

If a Chargor fails to perform any term affecting its Material Real Property upon the occurrence and during the continuance of an Event of Default and upon notice by the Collateral Agent of its intent to exercise remedies, that Chargor must allow the Collateral Agent or its agents and contractors:

 

(a) to enter any part of its Material Real Property;

 

(b) to comply with or object to any notice served on that Chargor in respect of its Material Real Property; and

 

(c) to take any action as the Collateral Agent may reasonably consider necessary to prevent or remedy any breach of any such term or to comply with or object to any such notice.

 

7

That Chargor must promptly following request by the Collateral Agent pay the costs and expenses of the Collateral Agent or its agents and contractors reasonably incurred in connection with any action taken by it under this Subclause.

 

6. INVESTMENTS

 

6.1 General

In this Clause:

Investments means:

 

  (a) all shares, stocks, debentures, bonds or other securities and investments included in the definition of Security Assets in Clause 1.1 (Definitions);

 

  (b) any dividend, interest or other distribution paid or payable in relation to any of the above;

 

  (c) any right, money or property accruing or offered at any time in relation to any of the above by way of redemption, substitution, exchange, bonus or preference under option rights or otherwise;

 

  (d) any right against any clearance system in relation to any of the above; and

 

  (e) any right under any custodian or other agreement in relation to any of the above.

 

6.2 Investments

Each Chargor represents to each Secured Party that:

 

(a) to the extent applicable, its Investments, are duly authorised, validly issued and fully paid and are not subject to any option to purchase or similar right;

 

(b) it is the sole legal and beneficial owner of its Investments; and

 

(c) subject to any Liens expressly permitted under section 7.01 (Liens) of the Credit Agreement, the Investments are free and clear of all Liens.

 

6.3 Deposit

Subject to section 5.05 (Gratuitous Bailee for Perfection) of the Junior Lien Intercreditor Agreement, each Chargor must:

 

  (a) promptly deposit with the Collateral Agent, or as the Collateral Agent may reasonably direct, all certificates and other documents of title or evidence of ownership in relation to any of its Investments;

 

  (b) promptly deliver to the Collateral Agent executed and (unless exempt from stamp duty), pre-stamped share transfers and other documents in respect of any of its Investments in favour of the Collateral Agent or any of its nominees as transferee or, if the Collateral Agent so directs, with the transferee left blank (and the Collateral Agent shall not take any action in relation to the documents delivered under this paragraph (b) if as a result thereof transfer of legal title would occur unless at such time an Event of Default has occurred and is continuing); and

 

8

  (c) promptly take any action and execute and deliver to the Collateral Agent all share transfers and other documents which may be requested by the Collateral Agent in order to enable the Collateral Agent or its nominees to be registered as the owner or otherwise obtain a legal title to any of its Investments; this includes procuring that those share transfers and other documents are registered by the company in which, to the extent applicable, its Investments are held and that share certificates and other documents in the name of the transferee are delivered to the Collateral Agent provided that the relevant Chargor shall not be required to take any such action under this paragraph (c) (and the Collateral Agent shall not take any such action) if as a result thereof transfer of legal title would occur unless at such time an Event of Default has occurred and is continuing.

 

6.4 Changes to rights

No Chargor must take or (so far as is within its control) allow the taking of any action on its behalf which results either (a) in the rights attaching to any Investments being altered in a way which could reasonably be expected to materially and adversely affect the interests of the Secured Parties; or (b) further shares being issued save where such shares will be subject to security in favour of the Collateral Agent on substantially the same terms as set out herein unless otherwise permitted by the Credit Agreement.

 

6.5 Transfer

Each Chargor must ensure that the articles of association of the company in which, to the extent applicable, its Investments are held do not contain any restriction on, or requirement for any consent to, any transfer of the Investments as contemplated by, or upon enforcement of, this Security.

 

6.6 Calls

 

(a) Each Chargor must pay all calls and other payments due and payable in respect of any Investments save where failure to do so would not reasonably be expected to have a material adverse effect on the Investments or a Material Adverse Effect.

 

(b) If a Chargor fails to do so, the Collateral Agent may pay any such calls or other payments on behalf of that Chargor. That Chargor must promptly following demand reimburse the Collateral Agent for any payment made by the Collateral Agent under this Subclause and, pending reimbursement, that payment will constitute part of the Secured Liabilities.

 

6.7 Other obligations in respect of Investments

 

(a) Each Chargor must comply with all requests for information which is within its knowledge and which are made under any law or regulation or by any listing or other authority or any similar provision contained in any constitutional document relating to any of its Investments save where failure to do so would not reasonably be expected to have a material adverse effect on the Investments or a Material Adverse Effect. If it fails to do so, the Collateral Agent may elect to provide such information as it may have on behalf of that Chargor.

 

(b) Each Chargor must promptly supply to the Collateral Agent a copy of any material information referred to in sub-paragraph (a) above.

 

(c) Each Chargor must comply with all other conditions and obligations assumed by it in respect of any of its Investments save where failure to do so would not reasonably be expected to have a material adverse effect on the Investments or a Material Adverse Effect.

 

9

(d) No Secured Party is obliged to:

 

  (i) perform or fulfil any obligation of a Chargor;

 

  (ii) make any payment;

 

  (iii) make any enquiry as to the nature or sufficiency of any payment received by it or a Chargor; or

 

  (iv) present or file any claim or take any other action to collect or enforce the payment of any amount to which it may be entitled under this Security Agreement,

in respect of any Investment.

 

6.8 Voting rights

 

(a) Before this Security becomes enforceable, each Chargor may continue to exercise the voting rights, powers and other rights in respect of the Investments, provided that no Chargor may exercise its voting rights in a way that would be in violation of any terms of this Security Agreement, the Credit Agreement or any other Loan Document or would have a material adverse effect on the Investments.

 

(b) Before this Security becomes enforceable, if any Investments have been registered in the name of the Collateral Agent or its nominee, the Collateral Agent (or its nominee) must exercise the voting rights, powers and other rights in respect of the Investments in the manner in which the relevant Chargor may direct in writing, provided that the relevant Chargor may not direct the Collateral Agent to exercise such voting rights, powers and other rights in a way that would be in violation of any terms of this Security Agreement, the Credit Agreement or any other Loan Document or would have a material adverse effect on the Investments. The Collateral Agent (or that nominee) will execute any form of proxy or other document which a Chargor may reasonably require for this purpose.

 

(c) Before this Security becomes enforceable, all dividends or other income or distributions paid or payable in relation to any Investments and permitted under section 7.06 (Restricted Payments) of the Credit Agreement must be paid to the relevant Chargor. To achieve this (if any Investments have been registered in the name of the Collateral Agent or its nominee):

 

  (i) the Collateral Agent or its nominee must promptly execute any dividend mandate necessary to ensure that payment is made direct to the relevant Chargor; or

 

  (ii) if payment is made directly to the Collateral Agent (or its nominee) before this Security becomes enforceable, the Collateral Agent (or that nominee) must promptly pay that amount to the relevant Chargor,

to the extent that such payment is permitted under section 7.06 (Restricted Payments) of the Credit Agreement.

 

(d) Before this Security becomes enforceable (if any Investments have been registered in the name of the Collateral Agent or its nominee), the Collateral Agent must use its reasonable endeavours to forward promptly to the relevant Chargor all material notices, correspondence and/or other communication it receives in relation to the Investments.

 

10

(e) After this Security has become enforceable, the Collateral Agent or its nominee may exercise or refrain from exercising:

 

  (i) any voting rights; and

 

  (ii) any other powers or rights which may be exercised by the legal or beneficial owner of any Investments, any person who is the holder of any Investments or otherwise,

in each case, in the name of the relevant Chargor, the registered holder or otherwise and without any further consent or authority on the part of that Chargor and irrespective of any direction given by that Chargor. The Collateral Agent and any nominee shall however promptly inform that Chargor of any action taken under this Subclause.

 

(f) To the extent that any Investment remains registered in the name of a Chargor, that Chargor irrevocably appoints the Collateral Agent or its nominee as its proxy to exercise all voting rights in respect of those Investments at any time after this Security has become enforceable.

 

(g) Each Chargor must indemnify the Collateral Agent against any loss or liability incurred by the Collateral Agent as a consequence of the Collateral Agent acting in respect of the Investments at the direction of that Chargor save for any such loss or liability which has been caused by the gross negligence or wilful misconduct of the Collateral Agent or otherwise in breach of any Applicable Law or regulation.

 

6.9 Clearance systems

 

(a) Each Chargor must, if so requested by the Collateral Agent:

 

  (i) instruct any clearance system to transfer any Investments held by it for that Chargor or its nominee to an account of the Collateral Agent or its nominee with that clearance system; and

 

  (ii) take whatever action the Collateral Agent may request for the dematerialisation or rematerialisation of any shares held in a clearance system.

 

(b) Without prejudice to the rest of this Subclause the Collateral Agent may, at the expense of the relevant Chargor (provided that such expenses are reasonably incurred), take whatever action is reasonably required for the dematerialisation or rematerialisation of the shares as necessary.

 

6.10 Custodian arrangements

Each Chargor must:

 

  (a) promptly give notice of this Security Agreement to any custodian of, to the extent applicable, any of its Investments in any form which the Collateral Agent may reasonably require; and

 

  (b) use reasonable endeavours to ensure that the custodian acknowledges that notice in any form which the Collateral Agent may reasonably require.

 

6.11 Financial Collateral

 

(a) To the extent that the assets mortgaged or charged under this Security Agreement constitute “financial collateral” and this Security Agreement and the obligations of a Chargor under this Security Agreement constitute a “security financial collateral arrangement” (in each case for the purpose of and as defined in the Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003 No. 3226)) the Collateral Agent will have the right after this Security has become enforceable to appropriate all or any part of that financial collateral in or towards the satisfaction of the Secured Liabilities.

 

11

(b) Where any financial collateral is appropriated:

 

  (i) if the financial collateral is listed or traded on a recognised exchange its value will be taken as the value at which it could have been sold on the exchange on the date of appropriation; or

 

  (ii) in any other case, the value of the financial collateral will be such amount as the Collateral Agent reasonably determines, acting in good faith and in consultation with the relevant Chargor, having taken into account advice obtained by it from an independent investment or accountancy firm of national standing selected by it;

and each Secured Party will give credit for the proportion of the value of the financial collateral appropriated to its use.

 

7. RESTRICTED CREDIT BALANCES

 

7.1 Representations

Each Chargor represents to each Secured Party that:

 

(a) it is the sole legal and beneficial owner of the credit balance from time to time in each Restricted Account which it maintains; and

 

(b) subject to any Liens expressly permitted under section 7.01 (Liens) of the Credit Agreement, the credit balances are free and clear of all Liens and any other rights or interests in favour of third parties.

 

7.2 Withdrawals

Before this Security becomes enforceable, each Chargor may withdraw any moneys (including interest) standing to the credit of any Restricted Account without the prior consent of the Collateral Agent.

 

7.3 Change of Account Banks

 

(a) The Account Bank may be changed to another bank or financial institution.

 

(b) Following a change of Account Bank, the relevant Chargor shall promptly deliver a notice substantially in the form set out in Schedule 3 (Forms of letter for Account Bank).

 

7.4 Notices of charge

Each Chargor must:

 

(a) promptly serve a notice of charge, substantially in the form of Part 1 of Schedule 3 (Forms of letter for Account Bank) on each Account Bank; and

 

(b) use its reasonable endeavours to ensure that each Account Bank acknowledges the notice, substantially in the form of Part 2 of Schedule 3 (Forms of letter for Account Bank), provided that such obligation shall cease if such acknowledgement has not been delivered within 20 Business Days of the giving of the notice referred to in paragraph (a) above.

 

12

8. INTELLECTUAL PROPERTY

 

8.1 General

In this Clause Intellectual Property Rights means:

 

(a) any know-how, patent, trade mark, service mark, design, business name, topographical or similar right;

 

(b) any copyright or other intellectual property monopoly right;

 

(c) any interest (including by way of licence) in any of the above; or

 

(d) any application for any of the above,

in each case, whether registered or not, and included in the definition of Security Assets in Clause 1.1 (Definitions).

 

8.2 Preservation

Subject to sections 7.05 (b) and (f) of the Credit Agreement, each Chargor must:

 

  (i) make such registrations and pay such fees, registration taxes and similar amounts as are necessary to keep its Intellectual Property Rights in force;

 

  (ii) take all other steps which are reasonably practicable to maintain and preserve its interests in its Intellectual Property Rights;

 

  (iii) if requested to do so by the Collateral Agent, make entries in any public register of its Intellectual Property Rights which either record the existence of this Security Agreement or the restrictions on disposal imposed by this Security Agreement; and

 

  (iv) take such steps as are necessary (including the institution of legal proceedings) to prevent third parties infringing those Intellectual Property Rights,

save where failure to take any such action could not reasonably be expected to have a Material Adverse Effect.

 

9. PRESERVATION OF SECURITY

 

9.1 Continuing security

This Security is a continuing security and will extend to the ultimate balance of the Secured Liabilities, regardless of any intermediate payment or discharge in whole or in part.

 

9.2 Reinstatement

 

(a) If any discharge (whether in respect of the obligations of any Loan Party or any security for those obligations or otherwise) or arrangement is made in whole or in part on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation, administration or otherwise without limitation, the liability of each Chargor under this Security Agreement will continue or be reinstated as if the discharge or arrangement had not occurred.

 

13

(b) Each Secured Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

 

9.3 Waiver of defences

The obligations of a Chargor under this Security Agreement will not be affected by any act, omission or thing (whether or not known to it or any Secured Party) which, but for this provision, would reduce, release or prejudice any of its obligations under this Security Agreement. This includes:

 

  (a) any time or waiver granted to, or composition with, any person;

 

  (b) any release of any person under the terms of any composition or arrangement;

 

  (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;

 

  (d) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

 

  (e) any incapacity, lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

 

  (f) any amendment of a Loan Document or any other document or security; or

 

  (g) any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Loan Document or any other document or security or the failure by that Chargor or any of its Subsidiaries to enter into or be bound by any Loan Document.

 

9.4 Immediate recourse

Each Chargor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person or file any proof or claim in any insolvency, administration, winding-up or liquidation proceedings relative to any other Loan Party or any other person before claiming from that Chargor under this Security Agreement.

 

9.5 Appropriations

At any time during the Security Period, each Secured Party (or any trustee or agent on its behalf) may without affecting the liability of a Chargor under this Security Agreement:

 

  (a) (i) refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) against those amounts; or

 

  (ii) apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise); and

 

  (b) hold in an interest-bearing suspense account any moneys received from a Chargor or on account of a Chargor’s liability under this Security Agreement.

 

14

9.6 Non-competition

Unless the Security Period has expired or the Collateral Agent otherwise directs, no Chargor will, after a claim has been made under this Security Agreement or by virtue of any payment or performance by it under this Security Agreement:

 

  (a) be subrogated to any rights, security or moneys held, received or receivable by any Secured Party (or any trustee or agent on its behalf);

 

  (b) be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of a Chargor’s liability under this Clause;

 

  (c) claim, rank, prove or vote as a creditor of any Loan Party or its estate in competition with any Secured Party (or any trustee or agent on its behalf); or

 

  (d) receive, claim or have the benefit of any payment, distribution or security from or on account of any Loan Party, or exercise any right of set-off as against any Loan Party.

Each Chargor must hold in trust for and immediately pay or transfer to the Collateral Agent for the Secured Parties any payment or distribution or benefit of security received by it contrary to this Clause or in accordance with any directions given by the Collateral Agent under this Clause.

 

9.7 Additional security

 

(a) This Security Agreement is in addition to and is not in any way prejudiced by any other security now or subsequently held by any Secured Party.

 

(b) No prior security held by any Secured Party (in its capacity as such or otherwise) over any Security Asset will merge into this Security.

 

9.8 Security held by the Chargors

No Chargor may, without the prior consent of the Collateral Agent, hold any security from any other Loan Party in respect of that Chargor’s liability under this Security Agreement. That Chargor will hold any security held by it in breach of this provision on trust for the Collateral Agent.

 

10. WHEN SECURITY BECOMES ENFORCEABLE

 

10.1 Timing

This Security will become immediately enforceable upon the occurrence and during the continuance of an Event of Default.

 

10.2 Enforcement

After this Security has become enforceable, the Collateral Agent may in its absolute discretion enforce all or any part of this Security in any manner it sees fit or as the Required Lenders direct.

 

15

11. ENFORCEMENT OF SECURITY

 

11.1 General

 

(a) The power of sale and any other powers conferred on a mortgagee by law (including under Section 101 of the Act), as amended by this Security Agreement, will be immediately exercisable at any time after this Security has become enforceable.

 

(b) For the purposes of all powers implied by statute, the Secured Liabilities are deemed to have become due and payable on the date of this Security Agreement.

 

(c) Any restriction imposed by law on the power of sale (including under section 103 of the Act) or the right of a mortgagee to consolidate mortgages (including under section 93 of the Act) does not apply to this Security.

 

(d) The statutory powers of leasing conferred on the Collateral Agent are extended so as to authorise the Collateral Agent to lease, make agreements for leases, accept surrenders of leases and grant options as the Collateral Agent may think fit and without the need to comply with any provision of section 99 or 100 of the Act.

 

11.2 No liability as mortgagee in possession

Neither the Collateral Agent nor any Receiver will be liable, by reason of entering into possession of a Security Asset, to account as mortgagee in possession or for any loss on realisation or for any default or omission for which a mortgagee in possession might be liable.

 

11.3 Privileges

Each Receiver and the Collateral Agent is entitled to all the rights, powers, privileges and immunities conferred by law (including the Act) on mortgagees and receivers duly appointed under any law (including the Act), except that Section 103 of the Act does not apply.

 

11.4 Protection of third parties

No person (including a purchaser) dealing with the Collateral Agent or a Receiver or its or his agents will be concerned to enquire:

 

(a) whether the Secured Liabilities have become payable;

 

(b) whether any power which the Collateral Agent or a Receiver is purporting to exercise has become exercisable or is being properly exercised;

 

(c) whether any money remains due under the Loan Documents; or

 

(d) how any money paid to the Collateral Agent or to that Receiver is to be applied.

 

11.5 Redemption of prior mortgages

 

(a) At any time after this Security has become enforceable, the Collateral Agent may:

 

  (i) redeem any prior Lien against any Security Asset; and/or

 

  (ii) procure the transfer of that Lien to itself; and/or

 

16

  (iii) settle and pass the accounts of the prior mortgagee, chargee or encumbrancer; any accounts so settled and passed will be, in the absence of manifest error, conclusive and binding on each Chargor.

 

(b) Each Chargor must pay to the Collateral Agent, promptly following demand, the costs and expenses incurred by the Collateral Agent in connection with any such redemption and/or transfer, including the payment of any principal or interest.

 

11.6 Contingencies

If this Security is enforced at a time when no amount is due under the Loan Documents but at a time when amounts may or will become due, the Collateral Agent (or the Receiver) may pay the proceeds of any recoveries effected by it into such number of suspense accounts as it considers appropriate.

 

12. RECEIVER

 

12.1 Appointment of Receiver

 

(a) Except as provided below, the Collateral Agent may appoint any one or more persons to be a Receiver of all or any part of the Security Assets if:

 

  (i) this Security has become enforceable; or

 

  (ii) a Chargor so requests the Collateral Agent in writing at any time.

 

(b) Any appointment under paragraph (a) above may be by deed, under seal or in writing under its hand.

 

(c) Except as provided below, any restriction imposed by law on the right of a mortgagee to appoint a Receiver (including under section 109(1) of the Act) does not apply to this Security Agreement.

 

(d) The Collateral Agent is not entitled to appoint a Receiver solely as a result of the obtaining of a moratorium (or anything done with a view to obtaining a moratorium) under section 1A of the Insolvency Act 1986.

 

12.2 Removal

The Collateral Agent may by writing under its hand remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.

 

12.3 Remuneration

The Collateral Agent may fix the remuneration of any Receiver appointed by it and the maximum rate specified in Section 109(6) of the Act will not apply.

 

12.4 Agent of each Chargor

 

(a) A Receiver will be deemed to be the agent of each Chargor for all purposes and accordingly will be deemed to be in the same position as a Receiver duly appointed by a mortgagee under the Act. Each Chargor is responsible for the contracts, engagements, acts, omissions, defaults and losses of a Receiver and for liabilities incurred by a Receiver.

 

17

(b) No Secured Party will incur any liability (either to a Chargor or to any other person) by reason of the appointment of a Receiver or for any other reason.

 

12.5 Relationship with Collateral Agent

To the fullest extent allowed by law, any right, power or discretion conferred by this Security Agreement (either expressly or impliedly) or by law on a Receiver may after this Security becomes enforceable be exercised by the Collateral Agent in relation to any Security Asset without first appointing a Receiver and notwithstanding the appointment of a Receiver.

 

13. POWERS OF RECEIVER

 

13.1 General

 

(a) A Receiver has all of the rights, powers and discretions set out below in this Clause in addition to those conferred on it by any law. This includes all the rights, powers and discretions conferred on a receiver (or a receiver and manager) under the Act and the Insolvency Act, 1986.

 

(b) If there is more than one Receiver holding office at the same time, each Receiver may (unless the document appointing him states otherwise) exercise all of the powers conferred on a Receiver under this Security Agreement individually and to the exclusion of any other Receiver.

 

13.2 Possession

A Receiver may take immediate possession of, get in and collect any Security Asset.

 

13.3 Carry on business

A Receiver may carry on any business of any Chargor in any manner he thinks fit.

 

13.4 Employees

 

(a) A Receiver may appoint and discharge managers, officers, agents, accountants, servants, workmen and others for the purposes of this Security Agreement upon such terms as to remuneration or otherwise as he thinks fit.

 

(b) A Receiver may discharge any person appointed by any Chargor.

 

13.5 Borrow money

A Receiver may raise and borrow money either unsecured or on the security of any Security Asset either in priority to this Security or otherwise and generally on any terms and for whatever purpose which he thinks fit.

 

13.6 Sale of assets

 

(a) A Receiver may sell, exchange, convert into money and realise any Security Asset by public auction or private contract and generally in any manner and on any terms which he thinks fit.

 

(b) The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over any period which he thinks fit.

 

18

(c) Fixtures, other than landlord’s fixtures, may be severed and sold separately from the property containing them without the consent of the relevant Chargor.

 

13.7 Leases

A Receiver may let any Security Asset for any term and at any rent (with or without a premium) which he thinks fit and may accept a surrender of any lease or tenancy of any Security Asset on any terms which he thinks fit (including the payment of money to a lessee or tenant on a surrender).

 

13.8 Compromise

A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim, account, dispute, question or demand with or by any person who is or claims to be a creditor of any Chargor or relating in any way to any Security Asset.

 

13.9 Legal actions

A Receiver may bring, prosecute, enforce, defend and abandon any action, suit or proceedings in relation to any Security Asset which he thinks fit.

 

13.10 Receipts

A Receiver may give a valid receipt for any moneys and execute any assurance or thing which may be proper or desirable for realising any Security Asset.

 

13.11 Subsidiaries

A Receiver may form a Subsidiary of any Chargor and transfer to that Subsidiary any Security Asset.

 

13.12 Delegation

A Receiver may delegate his powers in accordance with this Security Agreement.

 

13.13 Lending

A Receiver may lend money or advance credit to any customer of any Chargor.

 

13.14 Protection of assets

A Receiver may:

 

(a) effect any repair or insurance and do any other act which any Chargor might do in the ordinary conduct of its business to protect or improve any Security Asset;

 

(b) commence and/or complete any building operation; and

 

(c) apply for and maintain any planning permission, building regulation approval or any other authorisation,

in each case as he thinks fit.

 

19

13.15 Other powers

A Receiver may:

 

(a) do all other acts and things which he may consider desirable or necessary for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Security Agreement or law;

 

(b) exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of that Security Asset; and

 

(c) use the name of any Chargor for any of the above purposes.

 

14. APPLICATION OF PROCEEDS

Unless otherwise determined by the Collateral Agent or any Receiver, any moneys received by the Collateral Agent or that Receiver after this Security has become enforceable must be applied subject to the terms of and in the order of priority set out in section 8.04 (Application of Funds) of the Credit Agreement.

 

15. EXPENSES AND INDEMNITY

Each Chargor must comply with its obligations under clause 10.04 (Attorney Costs and Expenses) and clause 10.05 (Indemnification by the Borrower) of the Credit Agreement.

 

16. DELEGATION

 

16.1 Power of Attorney

The Collateral Agent or any Receiver may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable by it under this Security Agreement.

 

16.2 Terms

Any such delegation may be made upon any terms (including power to sub-delegate) which the Collateral Agent or any Receiver may think fit.

 

16.3 Liability

Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to any Chargor for any loss or liability arising from any act, default, omission or misconduct on the part of any delegate or sub-delegate.

 

17. FURTHER ASSURANCES

Each Chargor must comply with its further assurance obligations in section 6.13 (Further Assurances) of the Credit Agreement.

 

18. POWER OF ATTORNEY

Each Chargor, by way of security, irrevocably and severally appoints the Collateral Agent, each Receiver and any of their delegates or sub-delegates to be its attorney to take any action which that Chargor is obliged to take under this Security Agreement but which it has not

 

20

taken within the timeframe permitted by this Security Agreement. Each Chargor ratifies and confirms whatever any attorney does or purports to do under its appointment under this Clause.

 

19. CHANGES TO THE PARTIES

 

19.1 The Chargors

No Chargor may assign or transfer any of its rights or obligations under this Security Agreement without the prior consent of the Collateral Agent other than in connection with the transfer of shares to a Guarantor as contemplated by the Company Reorganization, provided that such transfer is expressly subject to this Security and the transferee agrees to be bound by the terms of this Security Agreement in a form reasonably satisfactory to the Collateral Agent.

 

19.2 The Secured Parties

 

(a) Any Secured Party may assign or otherwise dispose of all or any of its rights under this Security Agreement in accordance with the terms of the Loan Documents to which it is a party and may disclose any information in its possession relating to a Chargor to any actual or prospective assignee, transferee or participant if so permitted by the terms of the Loan Documents.

 

(b) References to the Collateral Agent in this Security Agreement include any successor Collateral Agent appointed under the Credit Agreement.

 

20. MISCELLANEOUS

 

20.1 Covenant to pay

Each Chargor must pay or discharge the Secured Liabilities in the manner provided for in the Loan Documents.

 

20.2 Tacking

Each Lender must perform its obligations under the Credit Agreement (including any obligation to make available further advances).

 

20.3 New Accounts

 

(a) If any subsequent charge or other interest affects any Security Asset, the Secured Party may open a new account with a Chargor.

 

(b) If the Secured Party does not open a new account, it will nevertheless be treated as if it had done so at the time when it received or was deemed to have received notice of that charge or other interest.

 

(c) As from that time all payments made to the Secured Party will be credited or be treated as having been credited to the new account and will not operate to reduce any Secured Liability.

 

20.4 Time deposits

Without prejudice to any right of set-off any Secured Party may have under any other Loan Document or otherwise, if any time deposit matures on any account a Chargor has with any Secured Party within the Security Period when:

 

(a) this Security has become enforceable; and

 

21

(b) no Secured Liability is due and payable,

that time deposit will automatically be renewed for any further maturity which that Secured Party considers appropriate.

 

21. RELEASE

At the end of the Security Period, the Secured Parties must, at the request and cost of a Chargor, take whatever action is necessary to release its Security Assets from this Security. In addition, if any Security Asset is being disposed of to a person other than Holdings or any of its Subsidiaries pursuant to a transaction which is either permitted by or consented to under the Credit Agreement, the Collateral Agent shall, at the reasonable request and cost of the relevant Chargor, release, reassign or discharge (as appropriate) such Security Asset from this Security.

 

22. EVIDENCE AND CALCULATIONS

 

22.1 Accounts

Accounts maintained by a Secured Party in connection with this Security Agreement are prima facie evidence of the matters to which they relate for the purpose of any litigation or arbitration proceedings.

 

22.2 Certificates and determinations

Any certification or determination by a Secured Party of a rate or amount under the Loan Documents will be, in the absence of manifest error, conclusive evidence of the matters to which it relates.

 

22.3 Calculations

Any interest or fee accruing under this Security Agreement accrues from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 or 365 days or otherwise, depending on what the Collateral Agent determines is market practice.

 

23. NOTICES

Any communication in connection with this Security Agreement must be given in accordance with the terms of the Credit Agreement

 

24. SEVERABILITY

If a term of this Security Agreement is or becomes illegal, invalid or unenforceable in any respect under any jurisdiction, that will not affect:

 

  (a) the legality, validity or enforceability in that jurisdiction of any other term of this Security Agreement; or

 

  (b) the legality, validity or enforceability in any other jurisdiction of that or any other term of this Security Agreement.

 

22

25. WAIVERS AND REMEDIES CUMULATIVE

The rights of each Secured Party under this Security Agreement:

 

  (a) may be exercised as often as necessary;

 

  (b) are cumulative and not exclusive of its rights under the general law; and

 

  (c) may be waived only in writing and specifically.

Delay in exercising or non-exercise of any right is not a waiver of that right.

 

26. COUNTERPARTS

This Security Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Security Agreement.

 

27. GOVERNING LAW

This Security Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

 

28. ENFORCEMENT

 

28.1 Jurisdiction

 

(a) The English courts have exclusive jurisdiction to settle any dispute including a dispute relating to non-contractual obligations arising out of or in connection with this Security Agreement.

 

(b) The English courts are the most appropriate and convenient courts to settle any such dispute in connection with this Security Agreement. Each Chargor agrees not to argue to the contrary and waives objection to those courts on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Security Agreement.

 

(c) This Clause is for the benefit of the Secured Parties only. To the extent allowed by law, a Secured Party may take:

 

  (i) proceedings in any other court; and

 

  (ii) concurrent proceedings in any number of jurisdictions.

 

(d) References in this Clause to a dispute in connection with this Security Agreement includes any dispute as to the existence, validity or termination of this Security Agreement.

 

28.2 Waiver of immunity

Each Chargor irrevocably and unconditionally:

 

  (a) agrees not to claim any immunity from proceedings brought by a Secured Party against it in relation to this Security Agreement and to ensure that no such claim is made on its behalf;

 

23

  (b) consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and

 

  (c) waives all rights of immunity in respect of it or its assets.

This Security Agreement has been entered into and executed as a deed by each Chargor with the intention that it be delivered on the date stated at the beginning of this deed. It may be executed by the Collateral Agent under hand or if it prefers as a deed

 

24

SIGNATORIES

Chargors

 

EXECUTED AS A DEED by    )
ACD TRIDON (HOLDINGS) LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

25

EXECUTED AS A DEED by    )
AIR SYSTEM COMPONENTS INVESTMENTS CHINA LIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

26

EXECUTED AS A DEED by    )
BETA NACO LIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

27

EXECUTED AS A DEED by    )
BRITISH INDUSTRIAL VALVE COMPANY LIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

28

EXECUTED AS A DEED by    )
GATES AUTO PARTS HOLDINGS CHINA LIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

29

EXECUTED AS A DEED by    )
GATES ENGINEERING & SERVICES UK HOLDINGS LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

30

EXECUTED AS A DEED by    )
GATES FLUID POWER TECHNOLOGIES INVESTMENTS LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

31

EXECUTED AS A DEED by    )
GATES HOLDINGS LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

32

EXECUTED AS A DEED by    )
H HEATON LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

33

EXECUTED AS A DEED by    )
OLYMPUS (ORMSKIRK) LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

34

EXECUTED AS A DEED by    )
RUSKIN AIR MANAGEMENT LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

35

EXECUTED AS A DEED by    )
SHIITAKE LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

36

EXECUTED AS A DEED by    )
STACKPOLE INVESTMENTS LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

37

EXECUTED AS A DEED by    )
SWINDON SILICON SYSTEMS LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

38

EXECUTED AS A DEED by    )
TOMKINS ENGINEERING LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

39

EXECUTED AS A DEED by    )
TOMKINS FINANCE LUXEMBOURG LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

40

EXECUTED AS A DEED by    )
TOMKINS FINANCE LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

41

EXECUTED AS A DEED by    )
TOMKINS FUNDING LIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

42

EXECUTED AS A DEED by    )
TOMKINS IDEAL CLAMPS (SUZHOU) INVESTMENTS LIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

43

EXECUTED AS A DEED by    )
TOMKINS INVESTMENTS CHINA LIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

44

EXECUTED AS A DEED by    )
TOMKINS INVESTMENTS LIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

45

EXECUTED AS A DEED by    )
TOMKINS OVERSEAS COMPANY UNLIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

46

EXECUTED AS A DEED by    )
TOMKINS OVERSEAS INVESTMENTS LIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

47

EXECUTED AS A DEED by    )
TOMKINS PENSION SERVICES LIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

48

EXECUTED AS A DEED by    )
TOMKINS LIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

49

EXECUTED AS A DEED by    )
TOMKINS SC1 LIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

50

EXECUTED AS A DEED by    )
TOMKINS STERLING COMPANY UNLIMITED    )    /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney:

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

51

EXECUTED AS A DEED by    )
TOMKINS TREASURY (CANADIAN DOLLAR) COMPANY UNLIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

52

EXECUTED AS A DEED by    )
TOMKINS TREASURY (DOLLAR) COMPANY UNLIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

53

EXECUTED AS A DEED by    )
TOMKINS TREASURY (EURO) COMPANY UNLIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

54

EXECUTED AS A DEED by    )
TRICO PRODUCTS (DUNSTABLE) LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

55

EXECUTED AS A DEED by    )
WILLER & RILEY LIMITED    )     /s/ John Zimmerman
acting by JOHN ZIMMERMAN    )

Attorney

In the presence of:

 

Witness’s signature:  

/s/ Joanna Macintosh

Name:  

JOANNA MACINTOSH

Address:  

99 BISHOPSGATE

LONDON EC2M 3XF

 

56

Collateral Agent

CITICORP USA, INC.

 

By: /s/ Justin S. Tichauer

Justin S. Tichauer

Vice President

 

57

EX-10.9 22 dex109.htm EXHIBIT 10.9 Exhibit 10.9

Exhibit 10.9

AMENDMENT NO. 5, dated as of June 30, 2011 (this “Amendment”), to the Credit Agreement, dated as of July 27, 2010, as amended and restated on August 6, 2010, further amended and restated on September 21, 2010 and amended on September 28, 2010 and February 17, 2011 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TOMKINS, LLC (formerly known as Pinafore, LLC), a Delaware limited liability company (the “LLC Co-Borrower”), TOMKINS, INC. (formerly known as Pinafore, Inc.), a Delaware corporation (the “Corporate Co-Borrower” and, together with the LLC Co-Borrower, the “Borrower”), PINAFORE HOLDINGS B.V., a private limited liability company (besloten vennootschap) organized in the Netherlands, as Holdings, the Guarantors party thereto from time to time, CITIBANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, CITICORP USA, INC., as Collateral Agent, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS CAPITAL, RBC CAPITAL MARKETS and UBS SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners, and CITIGROUP GLOBAL MARKETS INC., BARCLAYS BANK PLC, RBC CAPITAL MARKETS and UBS SECURITIES LLC, as Co-Documentation Agents. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, the Borrower desires to amend Sections 7.05 and 7.12(a) of the Credit Agreement on the terms set forth herein;

WHEREAS, Section 10.1 of the Credit Agreement provides that the Borrower and the Required Lenders may amend the Loan Documents;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment. The Credit Agreement is hereby amended as follows:

(a) Section 7.05 of the Credit Agreement is hereby amended by replacing the words “Section 7.05(g)” in the proviso thereto with the words “Section 7.05(h)”.

(b) Section 7.06(f) of the Credit Agreement is hereby deleted and replaced in its entirety with the language set forth below:

(f) Holdings may make Restricted Payments in an aggregate amount, not less than zero, equal to (i) $50,000,000 minus (ii) the aggregate principal amount of Junior Financings prepaid, redeemed, purchased or otherwise paid pursuant to Section 7.12(a)(iii);

(c) Section 7.12(a) of the Credit Agreement is hereby deleted and replaced in its entirety with the language set forth below:

(a) None of Holdings, the Borrower or any of the Restricted Subsidiaries shall prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled interest and principal shall be permitted) any Junior Financing or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness constituting a Permitted Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g), such Permitted Refinancing is permitted pursuant to Section 7.03(g), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed (x) $360,000,000 minus (y) the aggregate amount of Restricted Payments made pursuant to Section 7.06(f), (iv) the sum of (x) if the Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings had been made on the last day of such four quarter period, is less than or equal to 3.50 to 1.00, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied, plus (y) the portion, if any, of the Equity Credit on the date of such election that the Borrower elects to apply to this subsection (y), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Equity Credit immediately prior to such election and the amount thereof elected to be so applied and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the aggregate amount of Declined Proceeds prior to the date of such prepayment, redemption, purchase, defeasance or other payment minus the aggregate amount of prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to this clause (v) prior to such date.

Section 2. Effectiveness. The terms and conditions of this Amendment shall become effective as part of the terms and conditions of the Credit Agreement for any and all purposes on the first date (the “Amendment Effective Date”) on which the following conditions have been satisfied:

(i) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) the Required Lenders and (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence reasonably

 

-2-

satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.

(ii) The Administrative Agent shall have received from the Borrower a consent fee payable in Dollars for the account of each Lender that has returned an executed counterpart to this Amendment to the Administrative Agent at or prior to 5:00 p.m., New York City time on Wednesday, June 29, 2011 (the “Consent Deadline” and each such Lender, a “Consenting Lender”) equal to 0.15% of the aggregate principal amount of the Loans and Commitments held by such Consenting Lender as of the Consent Deadline.

(iii) The Agents shall have received, in immediately available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment or pursuant to Section 10.04 of the Credit Agreement, including, to the extent invoiced at least one Business Day prior to the Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

(iv) Each Loan Party set forth on Schedule I hereto shall have entered into a reaffirmation agreement, in form and substance reasonably satisfactory to the Administrative Agent.

Section 3. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Agent-Related Persons under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein.

(b) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

 

-3-

Section 4. Representation and Warranties.

(a) The representations and warranties of each Loan Party set forth in the Loan Documents are, after giving effect to this Amendment on such date, true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date

(b) After giving effect to this Amendment and the transactions contemplated hereby on the relevant date, no Default or Event of Default has occurred and is continuing on the Amendment Effective Date.

Section 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.15, 10.16 and 10.17 of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.

Section 6. Costs and Expenses. To the extent contemplated by Section 10.04 of the Credit Agreement, the Borrower agrees to reimburse the Administrative Agent and each other Agent for its reasonable out of pocket expenses in connection with this Amendment and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent, the Joint Bookrunners and Joint Lead Arrangers.

Section 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging means shall be effective as delivery of a manually executed counterpart hereof.

Section 8. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

 

-4-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

 

TOMKINS, LLC
By:  

/s/ John W. Zimmerman

  Name: John W. Zimmerman
  Title:   Chief Financial Officer
TOMKINS, INC.
By:  

/s/ John W. Zimmerman

  Name: John W. Zimmerman
  Title:   Chief Financial Officer

[Amendment No. 5]

CITIBANK, N.A., as Administrative Agent and a Lender
By:  

/s/ Caesar Wyzomirski

  Name: Caesar Wyzomirski
  Title:   Director

[Amendment No. 5]

SCHEDULE I

Reaffirmation Agreement Parties

ACD TRIDON (HOLDINGS) LIMITED

ACD TRIDON INC.

AIR SYSTEM COMPONENTS, INC.

AIR SYSTEMS COMPONENTS INVESTMENTS CHINA LIMITED

AQUATIC CO.

AQUATIC TRUCKING CO.

BETA NACO LIMITED

BRITISH INDUSTRIAL VALVE COMPANY LIMITED

BROADWAY MISSISSIPPI DEVELOPMENT, LLC

BUFFALO HOLDING COMPANY

CARRIAGE HOUSE FRUIT COMPANY

CONERGICS CORPORATION

DEXTER AXLE ACQUISITION CORP.

DEXTER AXLE COMPANY

DEXTER AXLE TRUCKING COMPANY

DEXTER CHASSIS GROUP, INC.

E INDUSTRIES, INC.

EASTERN SHEET METAL, INC.

EIFELER MASCHINENBAU GMBH

EPICOR INDUSTRIES, INC.

FBN TRANSPORTATION, INC.

GATES AUTO PARTS HOLDINGS CHINA LIMITED

GATES DEVELOPMENT CORPORATION

GATES ENGINEERING & SERVICES LTD.

GATES ENGINEERING & SERVICES UK HOLDINGS LIMITED

GATES FLEXIMAK LTD.

GATES FLUID POWER TECHNOLOGIES INVESTMENTS LIMITED

GATES HOLDING GMBH

GATES HOLDINGS LIMITED

GATES INTERNATIONAL HOLDINGS, LLC

GATES MECTROL GMBH

GATES MECTROL, INC.

GATES POWER TRANSMISSION EUROPE BVBA

GLASS MASTER CORPORATION

H HEATON LIMITED

HART & COOLEY TRUCKING COMPANY

HART & COOLEY, INC.

HYTEC, INC.

IDEAL CLAMP PRODUCTS, INC.

KOCH FILTER CORPORATION

MONTISK INVESTMENTS NETHERLANDS C.V.

NATIONAL DUCT SYSTEMS, INC.

NRG INDUSTRIES, INC. (DELAWARE ENTITY)

NRG INDUSTRIES, INC. (TEXAS ENTITY)

OLYMPUS (ORMSKIRK) LIMITED

PLEWS, INC.

ROOFTOP SYSTEMS, INC.

RUSKIN AIR MANAGEMENT LIMITED

RUSKIN COMPANY

RUSKIN COMPANY CANADA INC.

RUSKIN SERVICE COMPANY

SCHRADER ELECTRONICS LIMITED

SCHRADER ELECTRONICS, INC.

SCHRADER INTERNATIONAL HOLDING CO.

SCHRADER INVESTMENTS LUXEMBOURG S.À R.L.

SCHRADER, LLC

SCHRADER-BRIDGEPORT INTERNATIONAL, INC.

SELKIRK AMERICAS, L.P.

SELKIRK CANADA HOLDINGS, L.P.

SELKIRK CORPORATION

SELKIRK IP L.L.C.

SHIITAKE LIMITED

STACKPOLE INVESTMENTS LIMITED

SWINDON SILICON SYSTEMS LIMITED

THE GATES CORPORATION

TOMKINS AMERICAN INVESTMENTS S.À R.L.

TOMKINS AUTOMOTIVE CANADA LIMITED

TOMKINS AUTOMOTIVE COMPANY, S.À R.L.

TOMKINS AUTOMOTIVE HOLDING CO.

TOMKINS BUILDING PRODUCTS, INC.

TOMKINS ENGINEERING LIMITED

TOMKINS FINANCE LIMITED

TOMKINS FINANCE LUXEMBOURG LIMITED

TOMKINS FUNDING LIMITED

TOMKINS HOLDINGS LUXEMBOURG, S.À R.L.

TOMKINS IDEAL CLAMPS (SUZHOU) INVESTMENTS LIMITED

TOMKINS INDUSTRIES, INC.

TOMKINS INVESTMENT COMPANY S.À R.L.

TOMKINS INVESTMENTS CHINA LIMITED

TOMKINS INVESTMENTS LIMITED

TOMKINS LIMITED

TOMKINS LUXEMBOURG S.À R.L.

TOMKINS MAURITIUS COMPANY LIMITED

TOMKINS OVERSEAS COMPANY

TOMKINS OVERSEAS HOLDINGS S.À R.L.

TOMKINS OVERSEAS INVESTMENTS LIMITED

TOMKINS PENSION SERVICES LIMITED

TOMKINS SC1 LIMITED

TOMKINS STERLING COMPANY

TOMKINS TREASURY (CANADIAN DOLLAR) COMPANY

TOMKINS TREASURY (DOLLAR) COMPANY

TOMKINS TREASURY (EURO) COMPANY

TOMKINS U.S., L.P.

TRICO PRODUCTS (DUNSTABLE) LIMITED

TRIDON CLAMP PRODUCTS GMBH

TRION (DEUTSCHLAND) GMBH

WALTHAM REAL ESTATE HOLDING CO.

WILLER & RILEY LIMITED

EX-12.1 23 dex121.htm EXHIBIT 12.1 Exhibit 12.1

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Ratio of earnings to fixed charges (unaudited)

Prepared in accordance with IFRS

 

$ in millions    Successor            Predecessor            Pro Forma           Successor           Predecessor  
     6M 2011            6M 2010            Fiscal 2010           Q4 2010           9M 2010      Fiscal  
                              2009      2008     2007     2006  

Fixed charges

                                           

Interest expense

      138.7              14.1              295.6             75.5             21.4         43.2         59.4        65.8        66.9   

Rental expense

      8.4              8.5              17.3             4.5             12.6         19.8         18.4        17.9        16.7   

Preference security dividend requirement

      –              –              –             –             –         –         –        1.6        11.6   
  

 

 

          

 

 

          

 

 

         

 

 

         

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Total fixed charges

      147.1              22.6              312.9             80.0             34.0         63.0         77.8        85.3        95.2   
       

Earnings

                                           

Profit/(loss) before tax from continuing operations before share of profit or loss of associates

      22.3              239.6              (25.8 )           (304.5 )           286.3         44.6         (29.3 )      498.6        446.8   

Fixed charges

      147.1              22.6              312.9             80.0             34.0         63.0         77.8        85.4        95.2   

Distributed earnings of associates

      0.5              0.5              0.5             –             0.5         0.3         0.6        1.4        0.6   

Preference security dividend requirement

      –              –              –             –             –         –         –        (1.7 )      (11.6 ) 
  

 

 

          

 

 

          

 

 

         

 

 

         

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Total earnings

      169.9              262.7              287.6             (224.5 )           320.8         107.9         49.1        583.7        531.0   
  

 

 

          

 

 

          

 

 

         

 

 

         

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Ratio of earnings to fixed charges

      1.15              11.62              0.92             –             9.44         1.71         0.63        6.84        5.58   
       

Dollar amount of deficiency(1)

                      (25.3 )           (304.5 )                 (28.7 )     

 

(1) The ratio of earnings to fixed charges has been calculated based on financial information prepared in accordance with IFRS. For the purpose of calculating this ratio, earnings consist of profit/(loss) before tax from continuing operations before our share of the profit or loss of associates, plus fixed charges and the distributed earnings of associates and less the preference security dividend requirement. Fixed charges consist of interest expense, including the amortization of debt issuance costs, an estimate of the interest within rental expense and, for Fiscal 2007 and Fiscal 2006, the preference security dividend requirements of consolidated subsidiaries.

 

(2) Earnings were deficient to cover fixed charges by $303.8 million for Q4 2010 and by $5.4 million for Fiscal 2008. Earnings for Q4 2010 have been negatively impacted by charges related to the Acquisition, including:

 

  •  

the effect on cost of sales of the uplift to the carrying amount of inventory held by Tomkins on its acquisition by the Group of $144.2 million;

 

  •  

transaction costs of $78.2 million incurred in relation to the Acquisitions; and

 

  •  

a currency translation loss of $47.6 million on the acquisition of Tomkins due to the change in the rate of exchange between the pound sterling (in which the purchase consideration was denominated) and the US dollar (the functional currency of the acquiring entity), in the period between the effective date of the acquisition and the payment of the consideration to the former shareholders in Tomkins.

 

     During Q4 2010, we also recognized a compensation expense in relation to share-based incentives of $72.4 million that was disproportionately high for the quarter due to the immediate vesting of certain awards.
EX-23.1 24 dex231.htm EXHIBIT 23.1 Exhibit 23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form F-4 of our report dated March 30, 2011 (August 22, 2011 as to the effect of discontinued operations discussed in note 15) relating to the consolidated financial statements of Pinafore Holdings B.V., which appears in such Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

DELOITTE LLP

London, UK

August 22, 2011

EX-25.1 25 dex251.htm EXHIBIT 25.1 Exhibit 25.1

Exhibit 25.1

File No. 333-175139

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)

WILMINGTON TRUST, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

16-1486454

(I.R.S. employer identification no.)

1100 North Market Street

Wilmington, DE 19890

(Address of principal executive offices)

Robert C. Fiedler

Vice President and Counsel

1100 North Market Street

Wilmington, Delaware 19890

(302) 651-8541

(Name, address and telephone number of agent for service)

PINAFORE HOLDINGS B.V.1

(Exact name of obligor as specified in its charter)

 

The Netherlands

(State of incorporation)

  

3714

(I.R.S. employer identification no.)

1076 EE

  

Amsterdam

The Netherlands

  

(Address of principal executive offices)

   (Zip Code)

9% Senior Secured Second Lien Notes

Guarantees of 9% Senior Secured Second Lien Notes

(Title of the indenture securities)

 

1 SEE TABLE OF ADDITIONAL OBLIGORS

TABLE OF ADDITIONAL OBLIGORS

 

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number,

Including Area Code, of Principal
Executive Offices

ACD TRIDON (HOLDINGS) LIMITED    United Kingdom    3585      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

ACD TRIDON INC.    Ontario, Canada    3585      

P.O. Box 310

300 Henry Street

Brantford ON N3T 5W1, Canada

+1.416.250.1033

AIR SYSTEM COMPONENTS, INC.    Delaware    3585    23-3023656   

1401 N. Plano Road

Richardson, Texas 75081

+1.972.301.9645

AIR SYSTEMS COMPONENTS INVESTMENTS CHINA LIMITED    United Kingdom    3585      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

AMP INDUSTRIAL MEXICANA, S.A. DE C.V.    Mexico    3585      

Cerrada Centinela Num. 1782, Parque Industrial Cachanilla, Mexicali, B.C., 21394, Mexico

+1.972.943.6150

APLICADORES MEXICANOS, S.A. DE C.V.    Mexico    3714      

Avenida Parques Industriales y Magneto, Parque Industrial GEMA, Ciudad Juarez, Chihuahua, 32310, Mexico

+1.972.301.9645

AQUATIC CO.    Delaware    3430    36-4284100   

8101 E Kaiser Blvd.

Suite 200

Anaheim, California 92808

+1.714.993.1220

AQUATIC TRUCKING CO.    Delaware    3430    31-1631458   

8101 E Kaiser Blvd.

Suite 200

Anaheim, California 92808

+1.714.993.1220

AUTO INDUSTRIAL DE PARTES, S.A. DE C.V.    Mexico    3714      

Lic. Albino Hernandez No 7

Pte., Colonia Obrera, H. Matamoros, Tamaulipas,

78540, Mexico

Attention: Antonio D’Addona

+52.868.816.0998

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number,

Including Area Code, of Principal
Executive Offices

BETA NACO LIMITED    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

BRITISH INDUSTRIAL VALVE COMPANY LIMITED    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

BROADWAY MISSISSIPPI DEVELOPMENT, LLC    Colorado    3990    27-1050109   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

BUFFALO HOLDING COMPANY    Delaware    3990    22-2977811   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

CARRIAGE HOUSE FRUIT COMPANY    California    3990    77-0400825   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

CONERGICS CORPORATION    Delaware    3990    48-0776015   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

DEXTER AXLE ACQUISITION CORP.    Delaware    3714    20-2417200   

2900 Industrial Parkway

Elkhart, Indiana 46516

+1.574.296.7214

DEXTER AXLE COMPANY    Delaware    3714    36-4284104   

2900 Industrial Parkway

Elkhart, Indiana 46516

+1.574.296.7214

DEXTER AXLE TRUCKING COMPANY    Delaware    3714    36-4289434   

2900 Industrial Parkway

Elkhart, Indiana 46516

+1.574.296.7214

DEXTER CHASSIS GROUP, INC.    Michigan    3714    38-3042888   

501 S. Miller

White Pigeon, Michigan 49099

+1.574.296.7214

E INDUSTRIES, INC.    Indiana    3714    37-1437274   

4526 Chester Drive

Elkhart, Indiana 46516

+1.574.522.7550

EASTERN SHEET METAL, INC.    Ohio    3714    31-0932614   

8959 Blue Ash Road

Cincinnati, Ohio 45236

+1.513.793.3440

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		     

Address, Including Zip Code and
Telephone Number,

Including Area Code, of Principal
Executive Offices

EIFELER MASCHINENBAU GMBH    Germany    3714      

Kolumbusstr. 54, 53881

Euskirchen, Germany

+49.2251.256.200

EPICOR INDUSTRIES, INC.    Delaware    3714      36-3672434      

3200 Parker Drive

St. Augustine, Florida 32084

+1.615.355.1137

FBN TRANSPORTATION, INC.    Ohio    3714      04-3726434      

8959 Blue Ash Road

Cincinnati, Ohio 45236

+1.513.793.3440

GATES AUTO PARTS HOLDINGS

CHINA LIMITED

    United Kingdom    3714      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England

+44.20.8545.1910

GATES CIS LLC    Russia    3714      

1-st Dobryninsky per., building

15/7 #25, Moscow 119049,

Russia

+32.53.762.830

GATES DEVELOPMENT CORPORATION    Colorado    3714      84-1581944      

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

GATES ENGINEERING & SERVICES AUSTRALIA PTY LTD

ACN 142 531 244

    Australia    3714      

15 Dalzell Turn, Kinross,

Perth, Australia, 6028

+1.61.9258.8399

GATES ENGINEERING & SERVICES HAMRIYAH FZE    United Arab Emirates    3714      

Plot no. 2M-10, PO Box

49047, Hamriyah Free zone,

Sharjah, United Arab

Emirates

+971.4886.1414

GATES ENGINEERING & SERVICES

FZCO

    United Arab Emirates    3714      

P O Box 61046

Jebel Ali Free Zone, Dubai

United Arab Emirates

GATES ENGINEERING & SERVICES

LTD.

    British Virgin Islands    3714      

Cragmuir Chambers

P.O. Box 71, Road Town, Tortola, British Virgin Islands

+1.284.494.2233

GATES ENGINEERING & SERVICES

UK HOLDINGS LIMITED

    United Kingdom    3714      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England

+44.20.8545.1910

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		     

Address, Including Zip Code and
Telephone Number,

Including Area Code, of Principal
Executive Offices

GATES FLEXIMAK LTD.    British Virgin Islands    3714      

Cragmuir Chambers

P.O. Box 71, Road Town,

Tortola, British Virgin Islands

+1.284.494.2233

GATES FLUID POWER

TECHNOLOGIES INVESTMENTS

LIMITED

    United Kingdom    3714      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

GATES GÜÇ AKTARIM

SISTEMLERI DAGITIM SANAYI VE TICARET LIMITED SIRKETI

    Turkey    3714      

Peliti Koyu Karacayir Mevkii

2, Bolge, Gebze Kocaeli,

Turkey

+34.93.877.7016

GATES HOLDING GMBH

    Germany    3714      

Kolumbusstr. 54, 53881

Euskirchen, Germany

+49.2251.1256.200

GATES HOLDINGS LIMITED

    United Kingdom    3714      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

GATES INTERNATIONAL

HOLDINGS, LLC

    Colorado    3714      

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

GATES MECTROL GMBH

    Germany    3714      

Werner von Siemens Strasse 2, 64319 Pfungstadt, Germany

+32.53.762.891

GATES MECTROL, INC.

    Delaware    3714      11-3732833      

9 Northwestern Drive,

Salem, New Hampshire 03079

+1.303.744.4939

GATES POWER TRANSMISSION

EUROPE BVBA

    Belgium    3714      

Dr. Carlierlaan 30, B-9320 Erembodegem (Aalst),

Belgium

+32.53.762.830

GATES POWERTRAIN UK LIMITED

    United Kingdom    3714      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

H HEATON LIMITED

    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number,

Including Area Code, of Principal
Executive Offices

HART & COOLEY TRUCKING COMPANY    Delaware    3585    61-1436877   

5030 Corporate Exchange

Blvd.

Grand Rapids, Michigan 49512

+1.972.943.6150

HART & COOLEY, INC.    Delaware    3585    52-2206266   

5030 Corporate Exchange

Blvd.

Grand Rapids, Michigan 49512

+1.972.943.6150

HYTEC, INC.    Washington    3430    91-0839632   

801 Northern Pacific Road

P.O. Box 1180

Yelm, Washington 98597

+1.714.993.1220

IDEAL CLAMP PRODUCTS, INC.    Tennessee    3714    62-1051193   

8100 Tridon Drive

Smyrna, Tennessee 37172

+1.615.355.1137

KOCH FILTER CORPORATION    Kentucky    3585    61-0674289   

625 W Hill

Louisville, Kentucky 40208

+1.502.634.4796

MONTISK INVESTMENTS

NETHERLANDS C.V.

    Netherlands    3990      

Leidsweg 37, 2nd Floor

2252 LA, Voorscholen

The Netherlands

+35.222.8229

NRG INDUSTRIES, INC. NKA

RUSKIN ROOFTOP SYSTEMS INC.

    Delaware    3585    75-2452241   

3900 Dr. Greaves Road

Kansas City, Missouri 64030

+1.816.761.7476

OLYMPUS (ORMSKIRK) LIMITED    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

RUSKIN AIR MANAGEMENT

LIMITED

    United Kingdom    3585      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

RUSKIN COMPANY    Delaware    3585    43-1845398   

3900 Dr. Greaves Road

Kansas City, Missouri 64030

+1.816.761.7476

RUSKIN COMPANY CANADA INC.    Ontario, Canada    3585      

152 East Drive, Brampton

Ontario L6T 1E1, Canada

+1.816.761.7476

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number,

Including Area Code, of Principal
Executive Offices

RUSKIN DE MÉXICO, S.A. DE C.V.    Mexico    3585      

Tapioca # 5455-A Infonavit Ampliacion Aeropuerto

Juarez CHI, Mexico 32698

+1.816.761.7476

RUSKIN SERVICE COMPANY    Delaware    3585    43-1871609   

3900 Dr. Greaves Road

Kansas City, Missouri 64030

+1.816.761.7476

SCHRADER ELECTRONICS

LIMITED

    Northern Ireland    3714      

11 Technology Park, Belfast

Road

Antrim, N. Ireland (UK), BT41 1QS

SCHRADER ELECTRONICS, INC.    Delaware    3714    26-1353225   

101 Evergreen Drive

Springfield, Tennessee 37172

+1.615.384.0089

SCHRADER INTERNATIONAL

BRASIL LTDA.

    Brazil    3714      

1600 Avenida Malek Assad, Bairro Meia Lua, Jacarei, Sao Paulo, 12303-071, Brazil

+55.3954.6500

SCHRADER INTERNATIONAL

HOLDING CO.

    Delaware    3714    27-1382757   

205 Frazier Road

Alta Vista, Virginia 24517

+1.303.744.5339

SCHRADER INVESTMENTS

LUXEMBOURG S.À R.L.

    Luxembourg    3714      

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

SCHRADER, LLC    Delaware    3714      

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

SCHRADER-BRIDGEPORT

INTERNATIONAL, INC.

    Delaware    3714    95-3959558   

205 Frazier Road

Alta Vista, Virginia 24517

+1.303.744.5339

SELKIRK AMERICAS, L.P.    Delaware    3714    71-0886085   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

SELKIRK CANADA HOLDINGS, L.P.    Delaware    3714    36-4499487   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

SELKIRK CORPORATION    Delaware    3714    71-0886094   

5030 Corporate Exchange

Blvd.

Grand Rapids, Michigan 49512

+1.972.943.6150

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number,

Including Area Code, of Principal
Executive Offices

SELKIRK IP L.L.C.    Delaware    3714    20-0776546   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

SHIITAKE LIMITED    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

ST. AUGUSTINE REAL ESTATE
HOLDING LLC		    Delaware    3714    45-301-4179   

1551 Wewatta Street

Denver, Colorado 80202 +1.303.744.5255

SWINDON SILICON SYSTEMS LIMITED    United Kingdom    3714      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

THE GATES CORPORATION    Delaware    3990    84-0857401   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

TOMKINS ACQUISITIONS LIMITED    United Kingdom    3990    98-0360549   

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

TOMKINS AMERICAN
INVESTMENTS S.À R.L.		    Luxembourg    3990      

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

TOMKINS AUTOMOTIVE CANADA LIMITED    Ontario, Canada    3714      

4123 Yonge Street

North York, Ontario

Canada M2P 2B8

+1.416.250.1033

TOMKINS AUTOMOTIVE
COMPANY, S.À R.L.		    Luxembourg    3714      

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

TOMKINS AUTOMOTIVE HOLDING CO.    Delaware    3714    26-3004076   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

TOMKINS BUILDING PRODUCTS, INC.    Delaware    3990    62-1387341   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number,

Including Area Code, of Principal
Executive Offices

TOMKINS ENGINEERING LIMITED    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

TOMKINS FINANCE LIMITED    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

TOMKINS FINANCE

LUXEMBOURG LIMITED

    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

TOMKINS FUNDING LIMITED    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

TOMKINS HOLDINGS

LUXEMBOURG, S.À R.L.

    Luxembourg    3990      

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

TOMKINS IDEAL CLAMPS

(SUZHOU) INVESTMENTS LIMITED

    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

TOMKINS INDUSTRIES, INC.    Ohio    3990    31-0596713   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

TOMKINS INVESTMENTS CHINA

LIMITED

    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

TOMKINS INVESTMENTS

COMPANY S.À R.L.

    Luxembourg    3990      

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number,

Including Area Code, of Principal
Executive Offices

TOMKINS INVESTMENTS LIMITED    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England

+44.20.8545.1910

TOMKINS LIMITED    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England

+44.20.8545.1910

TOMKINS LUXEMBOURG S.À R.L.    Luxembourg    3990      

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

TOMKINS MAURITIUS COMPANY LIMITED    Mauritius    3990      

Felix House, 24 Dr. Joseph

Riviere Street, Port Louis,

Mauritius

+230.216.8800

TOMKINS OVERSEAS COMPANY    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England

+44.20.8545.1910

TOMKINS OVERSEAS HOLDINGS

S.À R.L.

    Luxembourg    3990      

23-25 rue Notre Dame

L-2240 Luxembourg

+35.222.8229

TOMKINS OVERSEAS

INVESTMENTS LIMITED

    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England

+44.20.8545.1910

TOMKINS PENSION SERVICES LIMITED    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England

+44.20.8545.1910

TOMKINS POLY BELT MEXICANA,

S.A. DE C.V.

    Mexico    3990      

Km 96.5, Carretera Mexico-

Cuautla #133, Fracc. Los

Faroles, Tetelcingo,

Cuautla, Morelos, 62751,

Mexico

+1.303.744.4939

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number,

Including Area Code, of Principal
Executive Offices

TOMKINS SC1 LIMITED    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

TOMKINS STERLING COMPANY    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

TOMKINS TREASURY (CANADIAN DOLLAR) COMPANY    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

TOMKINS TREASURY (DOLLAR) COMPANY    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

TOMKINS TREASURY (EURO)

COMPANY

    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

TOMKINS U.S., L.P.    Delaware    3990    26-3112689   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

TOMKINS, INC.    Delaware    3990    33-1218687   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

TOMKINS, LLC    Delaware    3990    99-0360549   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

TRICO PRODUCTS (DUNSTABLE) LIMITED    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

TRIDON CLAMP PRODUCTS GMBH    Germany    3714      

10 Robert-Bosch Street, 53919, Weilerswist, Germany

+32.53.762.800

Exact Name as

Specified in its Charter

    State or Other
Jurisdiction of
Incorporation or
Organization		    Primary
Standard
Industrial
Classification
Number		    I.R.S. Employer
Identification
Number		   

Address, Including Zip Code and
Telephone Number,

Including Area Code, of Principal
Executive Offices

TRION (DEUTSCHLAND) GMBH    Germany    3714      

Oehlecker Ring 26, D-22419, Hamburg, Germany

+1.972.301.9645

WALTHAM REAL ESTATE

HOLDING CO.

    Delaware    3990    26-3003983   

1551 Wewatta Street

Denver, Colorado 80202

+1.303.744.5059

WILLER & RILEY LIMITED    United Kingdom    3990      

Pinnacle House,

17-25 Hartfield Road

Wimbledon, London

SW19 35E, England +44.20.8545.1910

Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee:

 

  (a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

 

  (b) Whether it is authorized to exercise corporate trust powers.

Yes.

 

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

 

Item 16. LIST OF EXHIBITS. Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

 

  1. A copy of the Charter for Wilmington Trust, National Association, incorporated by reference to Exhibit 1 of Form T-1.

 

  2. The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

 

  3. The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

 

  4. A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of form T-1.

 

  5. Not applicable.

 

  6. The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1.

 

  7. Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

  8. Not applicable.

 

  9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 19th day of August, 2011.

 

WILMINGTON TRUST,
NATIONAL ASSOCIATION
By:  

/s/ Jane Schweiger

Name:

  

Jane Schweiger

Title:

  

Vice President

EXHIBIT 1

CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles of association:

FIRST. The title of this association shall be Wilmington Trust, National Association.

SECOND. The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the association shall be conducted at its main office and its branches.

THIRD. The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank from the 25-member limit. The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the association or of a holding company owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater. Any combination of common or preferred stock of the association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may not increase the number of directors between meetings of shareholders to a number which:

 

  (1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or

 

  (2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the association, may be appointed by

resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that day falls on a legal holiday in the state in which the association is located, on the next following banking day. If no election is held on the day fixed, or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergency circumstance exists. The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote shares that he or she has already fully cumulated and voted in favor of a successful candidate. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

 

  (1) The name and address of each proposed nominee.

 

  (2) The principal occupation of each proposed nominee.

 

  (3) The total number of shares of capital stock of the association that will be voted for each proposed nominee.

 

  (4) The name and residence address of the notifying shareholder.

  (5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers may disregard all votes cast for each such nominee. No bylaw may unreasonably restrict the nomination of directors by shareholders.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one of the purposes is to remove the director is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

FIFTH. The authorized amount of capital stock of this association shall be ten thousand shares of common stock of the par value of one hundred dollars ($100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix. Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares.

Unless otherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.

Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration. Shares of one class or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date for determining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.

Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may: (a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the association’s stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the association and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH. The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the association, and such other officers and employees as may be required to transact the business of this association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

 

  (1) Define the duties of the officers, employees, and agents of the association.

 

  (2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.

  (3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

 

  (4) Dismiss officers and employees.

 

  (5) Require bonds from officers and employees and to fix the penalty thereof.

 

  (6) Ratify written policies authorized by the association’s management or committees of the board.

 

  (7) Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

 

  (8) Manage and administer the business and affairs of the association.

 

  (9) Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.

 

  (10) Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.

 

  (11) Make contracts.

 

  (12) Generally perform all acts that are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but not more than 30 miles beyond such limits. The board of directors shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this association shall continue until termination according to the laws of the United States.

NINTH. The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time, place, and purpose of every annual and special

meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCC determines that an emergency circumstance exists. If the association is a wholly-owned subsidiary, the sole shareholder may waive notice of the shareholders’ meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH. For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an

undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendment of these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such

institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburse any institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ELEVENTH. These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The association’s board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

BYLAWS

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o’clock p.m. on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday in Delaware, on the next following banking day. Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares. In these circumstances, at least 10 days’ notice must be given by first class mail to shareholders.

Section 2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the board of directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may be amended by the board of directors in the absence of shareholder approval.

If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. If, however, the meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to the shareholders by first-class mail.

Section 3. Nominations of Directors. Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

 

  (1) The name and address of each proposed nominee;

 

  (2) The principal occupation of each proposed nominee;

 

  (3) The total number of shares of capital stock of the association that will be voted for each proposed nominee;

 

  (4) The name and residence of the notifying shareholder; and

 

  (5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmation from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.

Section 5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant to Article IX, Section 2. If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to the shareholders.

ARTICLE II

Directors

Section 1. Board of Directors. The board of directors shall have the power to manage and administer the business and affairs of the association. Except as expressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.

Section 2. Number. The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bank from the 25-member limit. The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.

Section 3. Organization Meeting. The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities of Wilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 4. Regular Meetings. The Board of Directors may, at any time and from time to time, by resolution designate the place, date and hour for the holding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the first Tuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors may designate. When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board of directors shall designate another day.

Section 5. Special Meetings. Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request of two or more directors. Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of each special meeting.

Section 6. Quorum. A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or these bylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number of directors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Article II, Section 7. If a quorum is present, the board of directors may take action through the vote of a majority of the directors who are in attendance.

Section 7. Meetings by Conference Telephone. Any one or more members of the board of directors or any committee thereof may participate in a meeting of such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8. Procedures. The order of business and all other matters of procedure at every meeting of the board of directors may be determined by the person presiding at the meeting.

Section 9. Removal of Directors. Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by vote of the stockholders. Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote. Any director may be removed for cause, at any meeting of the directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.

Section 10. Vacancies. When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for

that purpose in conformance with Section 2 of Article I. At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

ARTICLE III

Committees of the Board

The board of directors has power over and is solely responsible for the management, supervision, and administration of the association. The board of directors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.

The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective. Each committee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve at the pleasure of the board of directors. Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and voting requirements of the board of directors, apply to committees and their members as well. The creation of a committee and appointment of members to it must be approved by the board of directors.

Section 1. Loan Committee. There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not in session, all other powers of the board of directors that may lawfully be delegated. The loan committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 2. Investment Committee. There shall be an investment committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The investment committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the board of directors is not in session, all other powers of the board of directors regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 3. Examining Committee. There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers, appointed by the board of directors annually or more often. The duty of that committee shall be to examine at least once during each calendar year and within 15 months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and to report the result of such examination in writing to the board of directors at the next regular meeting thereafter. Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in the manner of conducting the affairs of the association as shall be deemed advisable.

Notwithstanding the provisions of the first paragraph of this section, the responsibility and authority of the Examining Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 4. Trust Audit Committee. There shall be a trust audit committee in conformance with Section 1 of Article V.

Section 5. Other Committees. The board of directors may appoint, from time to time, from its own members, compensation, special litigation and other committees of one or more persons, for such purposes and with such powers as the board of directors may determine. However, a committee may not:

  (1) Authorize distributions of assets or dividends;

 

  (2) Approve action required to be approved by shareholders;

 

  (3) Fill vacancies on the board of directors or any of its committees;

 

  (4) Amend articles of association;

 

  (5) Adopt, amend or repeal bylaws; or

 

  (6) Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

Section 6. Committee Members’ Fees. Committee members may receive a fee for their services as committee members and traveling and other out-of-pocket expenses incurred in attending any meeting of a committee of which they are a member. The fee may be a fixed sum to be paid for attending each meeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended. The amount of the fee and the basis on which it shall be paid shall be determined by the Board of Directors.

ARTICLE IV

Officers and Employees

Section 1. Chairperson of the Board. The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board of directors. The chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board of directors; shall have general executive

powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned by the board of directors.

Section 2. President. The board of directors shall appoint one of its members to be the president of the association. In the absence of the chairperson, the president shall preside at any meeting of the board of directors. The president shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws. The president shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.

Section 3. Vice President. The board of directors may appoint one or more vice presidents. Each vice president shall have such powers and duties as may be assigned by the board of directors. One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties of the president.

Section 4. Secretary. The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directors and of the association and who shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of the association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of treasurer, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section 5. Other Officers. The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the board of directors to be required or desirable to transact the business of the association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president. The board of directors may authorize an officer to appoint one or more officers or assistant officers.

Section 6. Tenure of Office. The president and all other officers shall hold office for the current year for which the board of directors was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.

Section 7. Resignation. An officer may resign at any time by delivering notice to the association. A resignation is effective when the notice is given unless the notice specifies a later effective date.

ARTICLE V

Fiduciary Activities

Section 1. Trust Audit Committee. There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. annually or more often. Such committee: (1) must not include any officers of the bank or an affiliate who participate significantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated power to manage and control the fiduciary activities of the bank.

Section 2. Fiduciary Files. There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 3. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made and does not vest in the association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VI

Stock and Stock Certificates

Section 1. Transfers. Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholder’s shares, succeed to all rights of the prior holder of such shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.

Section 2. Stock Certificates. Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the association properly endorsed.

The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized by the association as the shareholder. The procedure may set forth:

  (1) The types of nominees to which it applies;

 

  (2) The rights or privileges that the association recognizes in a beneficial owner;

 

  (3) How the nominee may request the association to recognize the beneficial owner as the shareholder;

 

  (4) The information that must be provided when the procedure is selected;

 

  (5) The period over which the association will continue to recognize the beneficial owner as the shareholder;

 

  (6) Other aspects of the rights and duties created.

ARTICLE VII

Corporate Seal

Section 1. Seal. The seal of the association shall be in such form as may be determined from time to time by the board of directors. The president, the treasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affix the corporate seal to any document requiring such seal and to attest the same. The seal on any corporate obligation for the payment of money may be facsimile.

ARTICLE VIII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the association shall be the calendar year.

Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the association by the chairperson of the board, or the president, or any vice president, or the secretary, or the treasurer, or, if in connection with the exercise of fiduciary powers of the association, by any of those offices or by any trust officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as the board of directors may from time to time direct. The provisions of this section 2 are supplementary to any other provision of these bylaws.

Section 3. Records. The articles of association, the bylaws and the proceedings of all meetings of the shareholders, the board of directors, and standing committees of the board of directors shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the secretary, treasurer or other officer appointed to act as secretary of the meeting.

Section 4. Corporate Governance Procedures. To the extent not inconsistent with federal banking statutes and regulations, or safe and sound banking practices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) with respect to matters of corporate governance procedures.

Section 5. Indemnification.

For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not

parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c)

a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such

person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his

or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her

heirs, executors or administrators) to repay such advancement in the event that such institution affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these bylaws and (b) approval by the board of

directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of these bylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civil money penalties against such persons by a bank regulatory agency. Such insurance may, but need not, be for the benefit of all institution affiliated parties.

ARTICLE IX

Inspection and Amendments

Section 1. Inspection. A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office of the association, and shall be open for inspection to all shareholders during banking hours.

Section 2. Amendments. The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote of a majority of the total number of the directors except as provided below, and provided that the following language accompany any such change.

I,                                 , certify that: (1) I am the duly constituted (secretary or treasurer) of and secretary of its board of directors, and as such officer am the official custodian of its records; (2) the foregoing bylaws are the bylaws of the association, and all of them are now lawfully in force and effect.

I have hereunto affixed my official signature on this              day of                     .

 

 

(Secretary or Treasurer)

The association’s shareholders may amend or repeal the bylaws even though the bylaws also may be amended or repealed by the board of directors.

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

 

   

WILMINGTON TRUST,

NATIONAL ASSOCIATION

Dated: August 19, 2011     By:  

/s/ Jane Schweiger

    Name:   Jane Schweiger
    Title:   Vice President

EXHIBIT 7

R E P O R T   O F   C O N D I T I O N

WILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on March 31, 2011*:

 

ASSETS    Thousands of Dollars  

Cash, Deposits & Investment Securities:

      1,192,582   

Mortgage back Securities:

      1,074   

Mortgage Loans:

      512,298   

Non-Mortgage Loans:

      403,480   

Repossessed Assets:

      5,036   

Federal Home Loan Bank Stock

      6,008   

Office Premises and Equipment:

      16,137   

Other Assets:

      161,761   

Total Assets:

      2,298,376   
LIABILITIES    Thousands of Dollars  

Deposits

      1,869,259   

Escrows

      705   

Federal Funds Purchased and Securities Sold Under Agreements to Repurchase

      10,597   

Other Liabilities and Deferred Income:

      155,192   

Total Liabilities

      2,035,753   
EQUITY CAPITAL    Thousands of Dollars  

Common Stock

      299,529   

Unrealized Gains (Losses) on Certain Securities

      (33 ) 

Retained Earnings

      (36,873 ) 

Other Components of Equity Capital

      0   

Total Equity Capital

      262,623   

Total Liabilities and Equity Capital

      2,298,376   

*The information set forth in this Exhibit 7 reflects the Report of Condition for Wilmington Trust FSB, a federal savings bank, as of the close of business on March 31, 2011, which date is prior to Wilmington Trust FSB’s merger, via certain intermediary steps, into Wilmington Trust, National Association on July 1, 2011.

GRAPHIC 28 g129874bc_pg1a.jpg GRAPHIC begin 644 g129874bc_pg1a.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`'P"/`P$1``(1`0,1`?_$`+````$$`@,!```````` M``````D$!P@*!08``@,!`0`"`@,!`0`````````````'"`,&`@0%`0`0```& M`0,#`@0$!04!``````$"`P0%!@<1$@@`(0DQ$T$B%!9183(5<8$C%QG!,R3$ M10H1``(!`@4"!`,$!0@'"0````$"`Q$$`"$2!08Q!T%1(A-A,A1Q(Q4(@;%" M,Q;PH<'14V.S-Y%BLL(TM!>2< MP?\`CXV_ED"/'_H].W;?F0X9&I=XKVI-/W<7_N,(5<_ELYK*P7W;/I7YYOC_ M`.6PQ-\\:G(7%]\QQBVTO,2MK]EVT'KE%J3:_IO9R3?JMSR#Y^_321*G'QQ3 M;A3.(`4VFG8>W5MM.[?%[W9Y>41P[A]+""6/M*%R!-`3)I8BF85S3*M*BM-N M>TO);;>DXJ9K#ZR0A0/XO?'B7+.-3[1"95NI$( M0$1KU!`K]\WG^R#\,%WMSV>Y?Q+E,&XS)&;>-_4Q]TC(UJ/NDRR\2,J>.+.! M#)F'9[I-3")DR#H0PI^I1.4ZON";3UT`/].E(L(9A#+#+&ZQ.3G0C)A3JQF\5R_+V`!$.PAWZPDB6]F'O!P%/4"E<_L.)!#+9P$0M$&)K MZR:=/A0XZ$5;+(&W*)*$'4!]M&>->`6D[@++&]UK]05@1KK4@#KUKD<_/%4KS[@`-[;!$%]M+&W!)K^S$H.8RPY>XFHCKJ(% M,(E#3=J&O8`ZKS(ERHW&=94,684C2:+ZNAKU^T8LGU`>86P9"",Z']'G_1CL M50#$$A0$1,`CZ?I$0TT-H.H:?'J>.]+CWC'*(\B/3U'GUICSVTT20Q.A>I%* MU^&=,<`03()#F`3&U`"E$->_;T'0>IIIB%^HC1VIX`5/\W]>(8%6.,VTKQAS M7Q\\O'^K"$RQ"#L%5-N4QQ*!7`@F=14>WR`8X&,';MH'?\>LK2=ID:3V+@,* MD^G]77$6XRQK'';F>W7(#U,*Y9>8PO2)JF&X>^T-1`-H".G?:`]P#^/445P\ M\Q;0RTR]0I_3B:.U41!-0)(\#7_1ECP4.4A#&(8H=Q*.\IC:[-0':!!U'0?R MZ@M2B7$TNB5CK(](J.MQ3=K9>O,C"SEMG7\[+(O>-GMMC[#RP)%9K.]L34*`Q+1DU M^534@=:9G"/;/N4^]]]H[CW+LP+<=-1IZ7^UAD3YX*;Y7_)-<^-TY$X!P0[1 MC>7I\-)O/VR,AH*(=)&:O+!("8JYO<^9NW.4Y!U$-H3[/] MJ-HY2DO(>4!DVR`ADH$`?0=3?O871D\,F'1@:4P4^^G=R_XM+;/CV"$_!QJL@FX`2,74I'"V$?;431$-H$6^YUV1M[QMF.V0>TC,IE M6TLZ`K459]5#4_M!2!U)`KBD6O!.]5QLR[Y%?7!NY$#:3/??M"H](34/AZNG M2N'J\=7DMS;"YT2XE2EI1W.KT.O62T[5;K3\@Q\@]B@JUN=HKO3V4TQ+ MF^G1_('S#Y(8* M\DN34\>9?R2C5:9/8IE8G&8Y'NZ.-ESOL48]1>+.A;E;& M0=N%CJ+`8QS&&S]K>`<'Y1VPDO-\6&/\WVKO%LTQ2ZZTLE"N+M.TTDC-%>NX]@7^,]LNT]P MVX[Y&E[%/ZEC9+6<+0M\B.D04>9K0`#/$6S[QW6[I0K8;/>26LD7I++->1$F ME:DHTI)SH,@?"F,1QIY&%O-^"X^9GOEQL<"_R/7L9Y$J,];)^V5MJQNAV M7VW%IH_ M;2!#DA.AO:1R`.C*&R84KEC4XER;G'#.?1['R2>6:..Z]N1F>X<-Z].NLK(& MU=0S+Z@0:9X<3S]"!N2.&A*`!K@H>O;K/\LTL=OQO=XIJ>V) M&ITR^Z2O6@QO_F;6*??]HN5_>&-?+/[Q_P"77!&^9WD&9Y`EFJH+HOET'G_`!HF.43#ZY_V/JD3H-\4[0V?[IY+%:);,Y9@M-(-:L]MRTVRY,NLY5`;Q#&S'B$/MZ3FW M43[449!,6Q?9VH&(42`70.B+W*XEQ':.UFV7^WV<4>XR;?:%F$4*G4R1%JLJ M*V>=:DD^/C@=<"Y/R^][I[ALUW>ROMZ;AQ4\@L=M\A6\F-GBW]J,>3RL([I3:63@C$L$E(N M#';@V%%ZL2P0[.GMPWA6BD*H4L="T5(U`%58FE4?D78*E2L[.L00S:)>6ME46=\LE,K%9IY MY=@1JT+&4M1.2MTW[+DI"NW951%,!,8``1Z,:\9[?=K>`1[[O.WQ[A>,5UZ[ M>WN#K=6:GJ2(@`BGK84](K6F!)/R?G7<_N')LVS[A+8V#._MA9[B#T*P4?(\ MJY@@C2M#F1@CF%^$GD8Q7*99Q_:>2;O(&/,FX&OE"KLZ7*UQE4J!>)U2%BH& MP.HBUPR;N(>,(QT]51<1*!CE11$"GW"0!%&^\^[:;Y)9;G;[)!:QV<\<[(ME M;1B81DL8V5782*_1E8JI%`6&"AM7;SN3LD-UMLV^3W!O`T*L;VZYS`/;T[ATNU`VX"N=(JC[=77[<,DP M`L"!D"Y!^(H,C\,4M./0`'EZCQ```2\O,E;1`-!#6\VH@Z#\-2#I_#MT]G(6 M:;LPAF)<_@<;9Y^KZ6NK/]JN=>N$0V$F#O4RP^A?QN5*+EZ?J2-.7[-`!3I3 MPQE/(7]'4_*I=I3)K98U(/DS!$Y)(.FHN&LE14JQ1%%5T/J"&2>QY6S1ZS4) MH9-%1J]0$S=9ML$IB&`P@)1`0U`0Z1::.>.XN+2:*47*EP5=2,P2*$ M'/KU%*X?A+RV-A:W$$L7T15,U8:0*>8.FE/B1EBFER\E&=]\MD^&*GH/COL\ MX>@HI>"1`P%N5;;TV,M:S3Z/0I5X^RMWCCZI/N+E0ZH&W'$PO)Q"UDLNP_N[ MSKCDBLYO0WIRTLR+I<#P(2F732.F$7Y`R[KWT:#9RLL;WR^M?50^YZCJ2M*' MX9>.%OD*1U\M-L9N-%D39'X]M5$5?ZB)V[C&N&DUT#IG#:9%9)G2GAC#N4U[:]W;#:X=$DKBV M%#J8@M,Z^%"*=>GC7QQ8*\OQ`+XZ,_!M*`@.*==`T#<.8L=&,/I\3=_X]+AV MB2,]R=M``TM+`!]GH/3$*O_G_224P]GU91),ZQ MLF5I`RIR%,H9!I5DOI41.("84FVH^V770FO;3H@_F=)&^6$8/W?LMEX9MY=, M4'\M2@[+>RD`R^\/5X_*/'K@:'D*,8GETM@%,8H$REQW$FT1`""7'N&SDVZ: M;=IE3"&GH)A'XCT2^VYCC[&7+J`)4AO`I&1`"L0`>H`S(IXX%G<$RMWOMXM3 M>TUS;$BIH29?$=#A\//H`!R'PPF0R11#"*B:/L(E46:#]ZVI(BRR1P]M=HFJ M(#[0_+J7T^/7-_+J`>-[NM*L7;J/[I<='\Q"?_H-HU_NQ&G^(U>N6(79+JER MXPWX7*]MOJS7",(RJ-[JBA++"&>C-F"PJU:TSQ1- MR@OMDYAM-]S"W2;9VA@=#*C,!&S$KI,VE!I&?I-%ZC%U/&]\I.5Z'6;WCV58 M3M,M4,QFH&28[!049*)H*H(G0,43,72"8@4R1P!1`Y1*(`)>D*W*PW+:]T>W MW%'CNU8A@X96.9S]0!(/6I&?7#\6&X[3ONSI<;8T;V6@4]LH0M!T&@LHH,J5 MQ4X\:8!_E8/H4P!]WRM[,GIF2VOF5AD5(C<@@]00@=*+V^A,O<;9V9B"=VM16M#0W"5%?U^&&\[CLL';;>$50T:[/=$ M+2H!6"320.GI(!'D0",`/\`3=LYL'*1JZ09.63NKXL1 M%B_+.D>Y0[O'=K_X;Z9B58>FITC50U%:9$^66/7D)X46(_X<\HW+.LUG+/&S+I[=?\AV"MV;%&)9TRS9GE MBB9E?(NZ?`M'-BC]):2G&-BD!%L\<+"^(Z:`850/N'JR\D[8<5,]AS[:UC79 MGNH9)K:D(@]I:R2((4B]O0R)I96DTFI!-#45SCO=CDICO^WE\S/O:0S+'=,9 M6F$C4B5A.TWN!E=]2%8ZJ149Y&WX'J.OK[8:Z^OZQTU^/28Y?B.7]E_O8=9J M_0FO]I_0,4YL%T_Z7RT14Q]T4UP5?E5D)Z2+8SH+RB(K7*SK@T=,"LD02D$M MVQ1/>82J`(:CIKT].^?Y,)_]#'_RHPB.T5'>IR.OX]+_`,RV"Y^5+C1QEST$ M(]MO(/#N#.0U6KSE6"4R5D"KUA*W4A5Q.&+"3$0_EF4T,,#X'XLY!LW441-[ MX?U-5`Z7_M/R/FVP7PDV6QFO=C8CW@D$\P`\:^VRITI762,'3O7Q3@^^QPC> MMR@LM["U@]RX@BJ:F@7W$:2NHG)/&OC@*L.[\J-#HZ>'\>3?(RTX;=HC&U^[ MXZJ][N&)4JL@8[5*1I^565&;.F]$68I^XT58J(-3,S%,4I2CH#$W\O8K=;I= MWN5M+;=J_>PL-OC;6#5]49J]2U0=35Z@YX`OT?>_:K4;3:2W%SLM*1S*U_(F MDY*1(H$=`,_2*>(P0'Q@<5..>,LE5[+&3>2F!(`D#7&QA*D?,10'IT)P3.SW&N,;5OOU6]7]O<\KE%=`GBD=)2PU M#3(HF4U/2I;5US&(F<\J8>2\JURDPMU,C!1R7QY]N+E)DI)50"8TQ0!"H$4: M^XH41!/:(ZB(;!]=.K1VUW1H^S[J@T1F3U?.=-%TUZ]*'KTSP>?RV,E)'Q]9W9?5Q['WE<5%.\E70 M,V2.W+N/#B99P+984$F-L4E`$VXMC&W&,!!#N8>Y._IT0>WS..Q]VJC/VKS[/D;`VYXJGO=: M5(K[]K_BX>;SN5O]WY$8:6-8:S$"EAM(IV\\_%)1R3[ZLYC&1,.PZ:0F$`'8 M``!NM'\NC.-AW2@)^]/^&N.C^8M$_'-KS7.%>I_O'P27G+AWCUE_A?0JAFO* M>,L3W:)Q?%S6)[M=K978(334+3XHTNPA_N62CW-B@)A@F5-XT3,2:2"`DB("JO(&<@FI!05Q##PP6;D?1G;_%SNO/KM MQON"ULG(*_0R%JDZ7C^XP9E!FV$9:SP0P+TEI>IG278K.R&0=@54H&5^I*ZM M??P<.W>XMMVVC3;;TJ()X6,$3FNHU:--4A(8J#K/R@CK0XJG87^,>.V-YMM^ M3?;,68Q2I[TZ`#2**[:4%0"?2/(]*XC3XY:BG&^4I1_]TUF3$]DS\=%M%RAE M'PBJQN.\5H](R:;9K;W4>;_HS:EP:ZK6M0>OMGS\?Y M\5?MFD1[TWF@@1UNB.G3W10983RM:GU_BMID":_OX_+QPV7.#">`;R+K]W^$W?6E*>Q)YX`;X5Z M<=BPYEP[&TU)Z]G\755@TE8J:54:0CAP3*"+9[+2")!".:HNSB<#E0,8A@$0 MU$.[)]^)&63:7W($HMXAH1F0-50`W4]:#"R=@%3V=X_#R/\`@GI3SH*?+AD' MEW\U.(S%QM6YGD'=*Y%E=1T5:(+"\UDN.DFVB[87,;?;;BB;LSUBJU*)V3EN M]0.5`0.0"=='^%^SF[RVVX3;CM]JR+&7C6XL8PQ!U,'0HU2:T:IJ0`#CA2[] MWFVN>YAM[+=;F%RXC;V;Z150DZ2I#```4H5R\L:;Q^XGXO4QUFG,V<>3&*UN M2SNEWU[A;#K+*<2\GOX=YL.-;7MTS\$,\"2W9A8VHB8Z9'29&^G(6)F9F8!5"L6!6M.= JQ/B>U/M6Y\CO]SM%Y][4[1VOU"?5>XHUHIA9?J*M,%0`-J+%5%&IC__9 ` end GRAPHIC 29 g129874g02z71.jpg GRAPHIC begin 644 g129874g02z71.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V:BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****` M"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****` M"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****` M"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`**YGQEJ,VF-I$T(DUF^:>&\*&&27 M=$R^9MQ@_6I]NK72'[)WM<]+HKSS5+YG\6:E!,59-LGV\)NEVF,MCS6ZY^M3'$.2NEVZ]_D-TT MGJR]15"&:2*[E,C%H7EV#/\``<#'X&HMY:"T\PRL&9]P0G)Z^E'UE6V_JZ7Z MB]DS4HK/G$:6T>WSU1I0&!+;C_6FH9'$_P!C,NP)CYR??G^E7*WA/G5R)*SL%%%%62%%%%`!1110`4444 M`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110` M4444`%%%%`!1110`4444`%%%5YIY?M`@@5"VW>2Y.`,XJ9245=C2;)RP498@ M#U-+6;)*]\D2QH`V"Y#-P,'&.G/.:FMYO.NHW7(5H,X/;FL(XA2E9;&CIM+4 MN4457O(YI8=D)4$D;LDCCN.*WE+EBVE.`C*S;E)!P1Q5> M&58D1U0@2R,K98G&T'I_WS42JVG;I_PW^:_I%*%XW+]%5(+J5WC$D:JLREDV MG)'?!_"J>B:ZNKZ=<7CP^2+>:2-E#;C\O>KC5C+83@T:]%<7I7B6:35K:_GT MYH;36G\F"3[27(*Y`RG1<^U:FJ>(+[1=0!OM-7^RWD6-;N.7+(3W9?3-)58M M7!TVG8Z"BN7\.W3+K?B9II7:.&Y4@$D[1M)X%8VH>*]4O9+6\T^.:Q5HI9;= M)"KQW:IRP8#E3@'%)UHI78U3;=CT&BJFEWR:GI=M?(NU;B)7V^F1TJW6J=U= M&;5@HHHI@%%%%`!1110`4444`%)N'J*6N.U+_D)7'/\`RT-<.-Q?U6"ERWN= M%"C[9M7L=AN7U'YT;E]1^=@$@)->9_;3_Y M]_C_`,`ZOJ*_F_#_`()WVY?4?G1N7U'YUPW/J:.?4TO[<_Z=_C_P!_4/[WX' M<[E]1^=&Y?4?G7#<^IHY]31_;G_3O\?^`'U#^]^!W5%%%?1'F!1110`4444` M%%%%`!1110!FZKHZ:K-8RM,T1LK@3J%&=Q'8U2U'PLM_=:E<"^DA;4($@<*H M.Q5/./KTK?HJ'"+W*4FMCG8O!>EV=[97FG*;.:U?)926\U<8*G)[^U58?`@2 M-;6?6+J:P6;SC:[556;.>2.<9KK**7LH=A^TEW.=N?"]T^L76I66MW%BUV%$ MB1Q(P^48'6KEOH?DZU'JLEY)-,EH+9@R@;^<[CCO6M135.*%SLAG@,I1E8*R M9QE<@YZ\5$E@$M7M_,)#G.['(Z?X5;HJ72@W=H:G)*R(KB'SX3$6PK8W>X]* MC^PPK(DD2B-ESG:.H(Z59HIRIPD[M:B4I)63*WV0"&!`Y#0XVMCTX/YBI?*_ MTD39Z)MQ^.:DHIJG%;+^D',V0"V0I,CG84!"@+M`SWJQ1151BH[";;W"BBBJ$%%%%`!1110`4444`%% M%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`444 M4`%%%%`!1110`4444`%0S6R3.'W.C@8W(<''I4U%3**DK,:;6Q4FLD\A5A7# M(-JXN2*$T]%BA7S'5XDV[D.,BK=%9^PIWO8KVDK6N5OL?_3U67;M7S7X`S]*;%8&.)4^TSY` MYVM@5PA>]@]I(J'3U9UIJU10J%- M.]@]I*UKE*.Q\N\6128[I!;SL@<^I%= M#13C1A%62!U)7OD:5YSU_X)TC4+Z6]=KJ&6?'F>1.4#^Y%5!\-] M"``$E\-H(&+@\`]0*ZRBATH/H"J374KV-E#IUC#9VX(B@0(F3DX%6***T2L0 M%%%%`!1110`4444`%%%%`!7':E_R$KC_`*Z&NQKCM2_Y"5Q_UT->'G7\*/K^ MAWX'XWZ'$ZO9:!'I\\EH\1N1]T"4DYSSQ5_2[+0$EMI()(C=``@"4D[L<\51 M%QHT-PT.IZ-]EDSG<,L"/6MFPLM$D=;FPC@9DY#(W(_"O&J2<86;D>@E=]#3 MHHHKA-@HHHH`[JBBBOT,^:"BBB@`HHHH`****`"BBB@#)UQIMUE'%YA\R8AD MCF\HL-C'[WX5#6">7!!&RPP+*XFF9F)+$8W<^G6KNJ/:A(8[FR-V9),1 MQA%8Y`)SR0!P#19&PGM,Q0)$@#(T;H%*[6.01['/M6;6KLRT]-BE<:S=V\4J M,D!N89&4JH9@X"!LC'3[P!S2C7G>[MU2-&AF*JON/3L- MAGO[W0GN'DM[>6:#?$RDXCRO&2?2J<%_+:DV<<;K=/(BXN;@RHH8,PZFFT^XDU MV*4>OR-9F9XX@X@67`?@DN5P/;@?G23Z]-%--@&7)CP""3UYXX MZ8[U8TZTT^>U6$V>6M&*;;B-=T9^]CC([CI4UM%IUU$U[':Q+YP8.[1@$C.# MG\J2YFMQ^[V*CZKJ$5\MJUM%*RA&D,>[&&8@8)Z8QGGK6U59X[&X=+AU@E:, M;DD(!VCU!I;B^M[:&25W#"(@.$.2,G`X_&K6F[)>NQ8HJI=WZVDL47DR2O-G M:J;>V,]2/45:!R`<8]C3N386BBBF`4444`%%%%`!1110`4444`%%%%`!1110 M`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`! M1110`4444`%%%%`!1110`4444`%%%%`!114<,\-P&,,J2!&*,48'##J#[T`2 M45#/=0V[1K*S`RMM7"D\_@./QJ:@`HJ-)X9)'C25&>/[ZJP)7ZCM4,6H6TTD M<:N=\HI>(X1(\$ M%TL`AD"W$AVET4C[RJ3SSP>./0U?ET:WE,DDLT[R,0?,9@2@'11QP/YU'I@T MJ\FFGM[B._F8JSR,%8J,?*.!Q_\`KK-\ST+7+N2G7-)A55?4[=ODSN\U3D#` M[?459>]B6T2Z4,\3[2"H[,1S].:BGCTZU*>;;1+YC;5Q#GG\!Q^-23V,-R\3 M2;RL1#",.0A(Z9'0XJO>)T,V#7[&TTKS;Z^C,L3,CKN!?(8C&.M/7Q!:7SW% MM8SH[K&=LBR*?GVY``SD\'TQ5^:WLXTDGE@AP%)D8Q@Y'?/'-$=K:>6KV\,4 M>5^1T0`@$=12M+:X[Q[#[5VDM(7;[S1J3GUQ4U1P1M%`D;R-*RC!=NK>YJ2K M1`4444P"BBB@`HHHH`****`"N.U+_D)7'_70UV-<=J7_`"$KC_KH:\/.OX4? M7]#OP/QOT..8ZGJ.K/>6=@$0Q^5NN1\N,]<=ZMZ;X:%I>+>SW&Z8'.V)=J54 MTV#5]4ADG3698@LC)M(SC%2A-2T_6K&WGU.2Y23>L(M+3S/05MV MCHZ***X#8****`.ZHHHK]#/F@HHHH`****`"BBB@`HHHH`S=8L)+X6Q2*.80 MREV1Y"F1M(Z@>]9_]B7T-D(X!;EC#/#L9VVQB0@C!QEL8[]:T=4#27%C`)I8 MDEF8/Y;E20$8XR/<"L^/5[FV@DB0KX(S4%GH=S#(&>*UA"_9QB(GYO+9B6/`Y.12 MS>)C!*\;6WS1[U?YNCGF)?\`@0I\FKWP\X&&%%S+'&PY30FM;`']PFRW*RX4D.?,5^<#)&`1^-6M%2X&F74D$4,,DMQ))$N"$(XQV! MP<=<4V/6;L)#OCA?:D/G-N(+-(<#:,=J;#XD:>9(!;`/(4C7+<&3(\Q?^`@Y M_.A5MDA98>%XR1DDG)]JK#3M0?1Y-,=(47!V MRK*3N^;<`1MX!Z'K5G2]3N;R5%N(8D66'SHS&Y.!G&#D=>167;W-XNH1RL]P M(WOY(B[3!D9E:VB>.",R2V\QEOX45;6UE;8RGSB?W988RIQV_S MBK\*&*".-G+E%"ECWP.M>WD>6.63<&VH6R/3D`<>M6[[ M4[EYH8K4QJXGB&6?Y6#HQPM:D(!&#R#2:N-.QR\FAZS=6DMNVJ)<6L[B17D9EDQZ M''`'3@>F:U8Y+U7N95AG(B@"*LI'[UQGE1G_`/7^%:8``P!@"F//%$&,DJ(% MP6+,!C/2H4$BG)LP,ZM9..WISBF"!M/TVX% ML`6'F21KC@$DL!^9I[ZE:PK`;B3[/YX)03#9T&<'/0^U"7T5S;R/:NC,':-- MQ^5F'N.U7H3J8+Z+K-Y:30_VHMQ:W1616E++(!UQ\O`'3@>E:D+WB/,ZPW#+ M!;!`)"/WT@YRH_KWR/2EN-8MH=MJ"R3R.T"`+PKA0?RY'YTRQU83FP5;NWD$ M\0#*#NDW[23T/`X]*A**>C*;;6Q']MUB_E9;&&."W\O_`%MU$Z.&]E[TQ;;7 MIS+;-?0PA8UC,BQ/G/7A]*TGOEAD!F*^3(VV)E!/(4DY]/NG%4[;6H M[A9KQ''V8P*\8D(3YMS@C)XY(%-I=6&O1&G:QR0VD44TOFR(@5Y,8W$#DU+4 M5M<)=6L5Q'D)*@<9ZX(S4M:+8S84444P"BBB@`HHHH`****`"N.U+_D)7'_7 M0UV-<=J7_(2N/^NAKP\Z_A1]?T._`_&_0XRXAT5KJ26WUM[0NV72,G&:L:3% MI$6H+*NJ->W3?+'O)X^E4[?3A<>'+MTM-]UYS!#L^?&1TJY+91VVK:/Y5L(R M0?,VKCG`ZUY$K6<>9]>W1'>N]CHJ***\\W"BBB@#NJ***_0SYH****`"BBB@ M`HHHH`****`,_56M-D,=W9M=^9)B.-4#'=@G//3@&JDE[I#V\$8TYIA$&985 MMP3"%.&R.W/Y^]7=1L#?2VGS,J0REW*.4;&UAP1SU-5I--GLYQ)IL43*T)B9 M)9",$MNW9P2>2<]ZRE>[+5K$UU/81P1W7V;[0+IT*>7&&9VQE3SZ`=>U/M9[ M*YB\X1+$5E96650K*YX(/N<_CFJMYI4K:58VD:K.;5D+`N8]X52.HZ53.A70 MM0OD6\@+38@DD++'OQ@[B,DC!_[Z.*&Y)[#LK;FRMCIXDB9;:`/#\L9"C*>P M]*JM>Z?!2:S%=2)$J0!U5UPM.XQ=5L+>&28VDT M'V9EA*^3R-V#@8SQR":&DTVTU7C366=I0OVA81C>PSUZ],Y(IS:9.VAS6I9# M-Q;)_`=/PJS+;22ZG%<-M,4$;;%SR7;C/X#C\32LPT*VG?V9<2RB# M3Q!(P61M\(0NI)*M],@GZU=AM?*NKBX,A=I]HQ@`*`.!^IJKI,%Y&9I;Z)!< M2D%G23<#Z*!@8`']36E516@I;E6#3;&U9FM[2&(N,,50#(]/I31I&G"$PBQM MQ&S!BOEC!(Z&KE%5RKL*[*K:98LT3&SA)A`$9V#Y0.1CZ58CC2)=L:!%R3@# M').3^M.HHLA7"BBBF`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%` M!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`% M%%%`!1110`4444`%%%%`!63J.C&]NMQE8VTV!C& MG8J1Z99Q&0+;Q!)``8_+7:,>V*H:[-':"V87=O;$!E5)B4##C.UEY!''3L36 MU5>ZM%N6@8G#02B13CV(/Z$TI1TLAIZZE%8[*YE6YO+A)VVLJPL0T:$X'3G'3O5J+3HXM2FO0>95`VXX!_B/X@+_ M`-\U`-$A$-E'NXM&XX^\O7;],A3_`,!J;/L.Z(K2'3I+T0PW\D\ML[,\32;C MO'&Y^,YZ8[>E:,=E:0R>9%:PQO\`WEC`/YTD-HD-Y<7"``W&W=@=2!C/Y8_* MH-0.HQ.)K,PN@7#1R*Q.<]1MII66J%NQB:+%$Y:.ZNA@DQJ9N3GOFJBMJ=E;R3W)CG^8LR0JS%02OW?4`;CBJT MSZUJ32&P>.WM"0%,Z-'*>.<<<#/YJ:M"`HHHH`****`"BBB@`HHHH`*X[4O^0E6AZ5GT9=HHHKE-`HHHH`[JBBBOT,^:"BBB@`HHHH`****`"BB MB@#+U<227.GVZSS0I-,P41X=6523G'?-=(@VHJY)P,9)R:JS:3I]PVZ6TB9LDYQS MD]?SP*M*H10JC"J,`>E.,6MQ2:>PZBBBK)"BBB@`HHHH`****`"BBB@`HHHH M`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@` MHHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`$8[5))``&Z@GG@COWK6(!&#R*@:PLW6-6M(&6(YC!C&$^GI4M/H M-6ZE&7Q'IZ7OV+SL3./W;E28V/\`O#M4`U>65WBCN[1I!:RMMB.?WBG'&>.S@1E.0RQ@$<8_E4VF^I5XF=?Z MNME+IV^X*?:"`R%1M(.`26/3&:NQZI937(MXIUDD+%<*<\@`_P`C5F2*.6,Q MR(KHPP589!_"J%OHEO:%FMY&CD*D!]B97Z?+3M),6E@G\0:7;RPQ272AYIC` M!_=<9R&].G>HM.U"9EEEO)D:..#S"R+@<,X)_)15F#1[&*'8]O'.Q'SRS(&> M0]26..>:MI%''&(TC54`P%4``#TQ0E*]V%X]#-GUA?+F56C4L-MNZ2A][%20 M<#ITI+_4F@TQ'#,DK0K+OV_+@%=PSZX-78].L89!)%96Z..C+$H(_'%-&G0& MY>>0O*70ILD;H`Z<_P!*+2"\2G>:O'/++8:;>P)>I&)0T@W1X!&02/;\ MJCTG4KB^GCF,F;>?S2J8!VE=@QD=1G?@]P16C)80_97@MXX[?ER7!5[24Q$Y26,%0LBDY.:EM=$T^T@:".UB M,+;?D:-2./PY]>:=Y7L+0M6TZ75K%<1YV2H'7/7!&:EI%4*H50``,`#M2U9( M4444`%%%%`!1110`4444`%<=J7_(2N/^NAKL:X[4O^0E=?PH^OZ M'?@?C?H6I&%M(]P2)M^`8]PP@]"/4=NU4[J99F4J6;:,%F`!;GVI\5I!*P5; ML;L$\QGL,TGV:%D=HKH.47=M\LC(KQ:CJ3C96MZI^;.^/+%Z[^C*U%%%<1N% M%%%`'=4445^AGS04444`%%%%`!1110`4444`5[N_M+!5:[N8X`W"EVQFI89H M[B)987#QN,JRG(-5-8BDGTUXXD+N60@#V<$TNJK?-I\BZZV)\A\LY7!/(.2/P!J:"R$DU[)+;*L9`@AC*C&Q>])'+'-&)(G#HW1E.0:S%@O5\,0V\$96Y\A(RI;:5 MX`;GU`S^-)"-1.@211VHM[E=T<498?*N<*<^R_RI\WD*Q>DU"RAB662ZB1') M569P`2.N*<+RV:Z-J+B,S@9\O<-V/I6$?M0TR.TDTZ2$EY(`Z)YAB@S[=R,# M]:MP:8R:RKQM(MI&/.VLH_UA79@'KPH.1[BDI-CY4:1O+477V4W$8GQGR]PW M8^E1C5+`P-.+R`Q(VUG#C`/I5&XB%YJYMI;66.W0[MZQ'$TA4C)8=`%./K]* MJQZ5=1V&XLH(I7,>U#6XFDM@HHHJB0 MHHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"B MBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`*** M0YVG;C..,T`!('4@?6EK%N=,OM1L9(KJ95=)C)#L&,D$[1B*X*#S$!R`:L5:U)"BBB@`HHHH`****`"BBB@ M`KCM2_Y"5Q_UT-=C7':E_P`A*X_ZZ&O#SK^%'U_0[\#\;]`C22SG22>)@AR" M1T((QP:7]Q;Q2>7/YK2+M`"D8&>IS4UJMTMBQB)C!D'+D!2,>_6H[A[4Q$$* MT_9H057\<]?PKQN7EA=:==?/MW^X[KWE_E_7ZE.BBBN$Z`HHHH`[JBBBOT,^ M:"BBB@`HHHH`****`"BBB@#,UJ_DL5MO+FCA$TI1I'C,F!M)Z`^U3"^BMM,% MW=W,90)N,FW8&[\`G]*GEMTFEAE;.Z!BRX/<@CG\":6XMXKJ!X9D#QN""#4V M=VRKHR;[6I(;N$6[1/#)L\OY2WGEFP55AP"!S4L-QJAU&:W9[:39"7P$*A26 M(0$Y.>`2>*O-9PM)`^,"`DH@X4$C&<>N,_G3H;:."6:1'5(+::)(C*54P%#NQLW,X;I@'C%6#X?M`J MB&6>';,9_E?.7QC/S`].U75M4%RMPS.\B1^6"QZ#.2<>IP,_2E:0[Q*=Y=WE MOJ$*+Y+1RN%6+!WD8RS9Z`#CM_.LR'Q'_>\,\VYT",F05*CMR,@<]C4"Z!;(HQ/<%T"B*0N-T07.`..G)ZYS M2:G?0:<;:F?_`,)%/:+;OYT9;<"1@*`"&^AR/U]* ML?8K))FF5`)&0(6[D#.!^IJ+2[E71575%;11J8A M?'E[S&!E@>X_`Y_*I;N]6TLQS*E8G!!",5/ M)SP1R.:;-80W%D+1VEV#;AA*P?(.0=V.H[U<$,89&V_,BE5).3CC_ M``%$<$<4DLB+M:5@SGU.,9_("BSON%T9L>NJUC:W!64QM'@Y^Z3DBFG2;$^7F`'RR M2O)ZE@QSZ\@'GTI6F'NDME=+>V45RJE1(H;:>JGN#]#Q4V0.]0&T6.UGAML0 MM+O8'J`S=3^?-9QT62_D,NJ.H;8$"6DCHI`.M;F&\M8[FW??%*H96 M]14U0VMM%9VZ6\((C08`)S4U6KVU(84444P"BBB@`HHHH`****`"N.U+_D)7 M'_70UV-<=J7_`"$KC_KH:\/.OX4?7]#OP/QOT)%6WNYD5[FX9VX!90? MK7B^XUK9O6^_R]3O]Y/2Y5HHHKB-PHHHH`[JBBBOT,^:"BBB@`HHHH`****` M"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"N.U+_D)7'_70UV- M<=J7_(2N/^NAKP\Z_A1]?T._`_&_00&QQRMQ^:U+#]F\NX\D3!O*/WR,=1Z5 M&/L)P-ER2?0K4MQ!:P0GYIDF8<1D@G'^UCI]*\6"=G+30[W;;4HT445Q&X44 M44`=U1117Z&?-!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%% M`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444` M%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4 M444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!11 M10`4444`%%%%`!7':E_R$KC_`*Z&NQKCM2_Y"5Q_UT->'G7\*/K^AWX'XWZ$ MZ/:0Q@07)60CYI&B)(^GI5:2*`*66ZWMZ>61G\:M?N!J(MOLD6S?MS\V?YU" MCQ3QS#[+$A6,L&7.0>/>O'FDURNVEU]KH=L7;77\"I1117`=(4444`=U1117 MZ&?-!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`44 M44`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!111 M0`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%` M!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`% M%%%`!7':E_R$KC_KH:[&N.U+_D)7'_70UX>=?PH^OZ'?@?C?H2"VN)KCS5N+ M?S6.1ME&D?1?J>_P!!31$+6.9F MEB;>FQ`C9+9(Y]J\;EC:[WUOKM_PYW7>WZ%2BBBN$Z`HHHH`[JBBBOT,^:"B MBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`*** M*`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH M`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@` MHHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"N M.U+_`)"5Q_UT-=C7':E_R$KC_KH:\/.OX4?7]#OP/QOT%D@1M16V1=BA@A(Z MGU-+F"X294MUB\M2R,I.<`]_6F?;9-OW(]^W;YNWYL=.M0K(R(R*O! M=2";MUOT^Y'HJ,NHVBBBN8U"BBB@#NJ***_0SYH****`"BBB@`HHHH`****` M"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`*X[4O^0EA7 M%Q=RS++&`[$@'.:WJ*Y\1AJ>(BHU.AK3JRIN\3G/^$T7ZT?\(Y=?\]H MOUKHZ*X_[)PO9_>;?7*O M'URKW.<_X1RZ_P">T7ZT?\(Y=?\`/:+]:Z.BC^R<+V?WA] GRAPHIC 30 g129874g03x32.jpg GRAPHIC begin 644 g129874g03x32.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-GFAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC"UD969A M=6QT(B\^"B`@("`\+W)D9CI!;'0^"B`@(#PO>&UP4FEG:'1S.E5S86=E5&5R M;7,^"B`@(#Q)<'1C-'AM<$-O'1A9'(](B(*("`@($EP=&,T>&UP0V]R93I# M:4%D&UP0V]R93I#:4%D&UP0V]R M93I#:4%D&UP0V]R93I#:51E;%=O&UP0V]R93I#:45M86EL5V]R:STB(@H@("`@27!T8S1X;7!# M;W)E.D-I57)L5V]R:STB(B\^"B`@/"]R9&8Z1&5S8W)I<'1I;VX^"B`\+W)D M9CI21$8^"CPO>#IX;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_ M>'!A8VME="!E;F0](G#D:42.VMV$R,T(D&(&AL=%28I)35"4XW< MLL&T^P(```Y+```$-L2P(0A"`[`S&.!%'U'(?IUY^M%WR_`>HY# M].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#]. MO/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/ MUHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UH MN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^ M7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X M#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U M'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'( M?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?I MUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY M^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%W MR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_ M`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`> MHY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY M#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#] M.O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O M/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/U MHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN M^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7X#U'(?IUY^M%WR_`>HY#].O/UHN^7 MX#U'(?IUY^M%WR_`W]J@_/AVTNM)9SR['%BV!IGQ%F.*P8,]+'C8@]0C.R'/ M06,9Q_QQP.8WR_\`SBW)_FIV#_W9EO`BAP'`[4FR-\;&1'4VL931[_?TNJM3;?ZOAV(H;W")LR"/9E;M%9\K M71TANA5EL4<"-4X1U><2Z-_EB*4%%J,>5P-I&\RA" M4SE%^`#L`_!Z49J?`C33X&R.:P) M)"&ZBM7$A*RU9-+I>E9'(DHT@DX>(S&24SA()0),8M2$FY2IQ!+/6D`SGJ// MA#:V.TSL`EAFJ4]D5H:T0B/;LL;D^ZU*)M;9T;_6"G9G!M9W1(>>NC`6Z(." M-^>$J#('L]N"-6>``!"Z]>!Q]$]J;8C8F%RB:5W.=?3"X!KJ\[769&W>TO\8:"SSWD2,\@_"7RSR\B#T,':QOJ3P78JT MF2QM=W*K]6(G1<]N*PD%FJW&-,\*V.1I%%32-I,;8NLU:H2%4F2)C'! MK<$YQ"U.0,O/`YAI[/VZ;IMM2^EV8[`6^WMDJT;[BUW=55ALBNL+MK1XC+U, M&:6P*QV3YWCBQO=8]'%YQ859B0X`THR30%G"++&&G8-V^[WG*3825@6UW$Z: MUDC:LS&.O]1R"J4M03R^GZXF&P$[W`XA4]\M^0JF=?\Z1=84H;7$A&Z(3"_+5)B#<"+"&G^`X#@ M.`X#@.`X#@.`X#@.!N2L]?KAN%GDDCKN#N#[&H@N8FF1R8]8T,$:;'V5"7!B MT9-D,DV7.7`@+9"D#@T*')QFIB_YJ)BZ!0!PR MVK'M0Z_]T*3EGB,-59P2#&3,X#P-V6QH9M[1<>L"4VU1,PA#-4[Y'XS:)KH8 MR&K:Z?Y6?E-&FBZB;*U?&I%+IY M3TNCC!"\1P,]5*R$:A36ZJ7B2`BK79S4A6*W:M7R1B7E^Y-[Z0WK5/47EE"\ M`_"'(5!IEL]?D`D5J5!4$@G%<1"2,,/ELU;5C`FCL7E,J5$H8LP2)R`$8,%GIP,I;.WONT[RN\((EUDMI/.-:HZ;,+]AKO&3V M"55+#R6TUX-E\WCSZ-N=V6*`:2LJ?G,PGW+R!`,\WPF`R((]&U58!%6HKJ.C MB@%7.,U75PAE^5;9E`JG+8SHY`Y1DI-A;ERRYH&)Q3*S@^1T+(4DC%G\B M"0$&T#W!LJLH;<\*HV2O=3V')APB#V%ARB[?$Y3-BC#BC88S/+J_(4:R7%&) MS,#:PB]^#X!9R5C&,\#B3M'-NB*\NRV/_#Y9)U>:VS5TKF_Y2B8AN*&FYLRN MY3"ZQZQRD!JE9$EJ)V/"2/*PHHOKGK@60XR+`?37&B6W%ORBNH15M'RJP9G; M=?N%J5G$XDI87R23:NVE8X('271]D0/!SDN9VY:T+"CQA+ZE#1J,"QC)!O@# M6]M:W7M13=$7RVJKF$)C<_3N*J!2US;!GPJ<%,RO+>]^CIJW"6Q24&,;@'R% MQ:%8>8C._P`L[`!^S@-@6JEC^A`6!4`K(L+"18^*:#.0\B-1]E%&NIFW&*:FI&LY]KSTQ+D]858$6%,GP::,98PA#G)8_"&GCH/,4\ M);[*.C#X5`':4N\(;)F8VJPQM=,(^TLC\]QE*[Y*]Q->VIEDC>J/38'DTLA8 M4/./"/&>!**#]O/=.RX;6-@P#7F=2^(76N=VBG'AA"SN`;5?8_DX+[&J[1$N MHG*9RIF,3&`5-;<2H<"#`9`,D(L=.!A4`TXVAM!INQ[@M)SE\;];$KBNV!'A MO*;%5,H6C+D!S664W/"AO7>/WW.'"M:87E+V$C]9D^:E29"Y1*'I%;N0M>'Q"O7)TYI!9>1`4* M22L_YAQ01ALV5=N+>"$JG1ND^N,^;G9AL2#5)(6,(65<_P`:LRS'8##7\(DS M"W.ZQYC_8&9HD6-9)X3R&+)V18)>@0"4*TONIN#"PY+%C`0'X#@?SL[>N=G=V7)&QJ:FQ(H7N3FY+U!:5"WMZ%*6:J6KEJHT)91181&&&" MP$.,YSC'`WG:&J^P5,,;E);+J]_C,<9)<17K^^"-:G9IC-B*$CLO#74I7L3@ MYIHQ892)A6FG,3@),[)RTAHC4X,%BZ!JMW@DT8(M#YN]Q9]:8A8'J#T/)E[: MJ2,DL]*.)31)O3[B:6!*Z?,+FAQ2%W?&]N3S` M2<830MAHP+1$BP9@O(,X%D.%#IGL_P"HK/BBNFY2S/M,31+6UG)I()JBZ>)6 M.X'N2=LKM:YR-Q:VI5/78J]Z1X8I@5/3EH6PJ&JFEZ,0'(Y.8Z#"D"A-\"G*L6"<`\W.`<# M<]I:![F4FPO,JM376QX9%HQ8".J9C)G1K(''8'9;CA.)!!+#?42M6UU]*5A: MLL92)Z-0'C`/`L!R'V\#C9SHYMI6=W0?6VP:*FT.O:R4+*YP6KY`0WMLJE#= M)#%A,=6M:-0O`61A"K$7G!61YX$?&6$2Z33)NKR+1MYEDY>9`3 M%&.)Q-`?*'U_D:E?AL1LL?;F`#BH?G%44U(TK=4F"OUO*6U8P2(-0&'NZ&/$)[;!&WAV-J]8;(7(AO"0_!;SL MKQ^[^'SL"!@-@OO;.WMC2-`N?M:YXU%N]6.-X,B=8;'2W.14ZU,:V3.-GQEG M^?,N\E@J6/-JA:)S0$*$F4Y!@\#R$`LX#5M8Z=;,7%#6NQ*_J20.<"D$V+K6 M+S-V5L<0C$RL49)9_H"#/DR=F!NF\U*)/*$:U-)BQ<3@XKQE!\TOQ!C$;UGV M&E]T+=%7@DO)F2\`R$60S>T>WGNW2[19;Y9FL]IQAMI M8UB*N8PQBPYGU!ZH)3*(R=:B!D4.:^ND+UT@9G.>2!N;E*MHB#=(7U#%V);(5Y)8B&M,[R-S3HDXC1 M!P:I.`6'J+.,<#>=,Z8[0;"P:4693%.R6P8!")!'8K,9:RGLH62*228+2FZ( M,DB6+G5&!F<9:Y'!3-92CRQ.*D7E)_,,^+P.;;-"MR'4V^4Q6N=G(%VKB;*W M8UKD#$*+O-(-_N:AP+N1"&$HTE'YIA:@821 M8P:((,AK1RU:O]EGUQ58\UD^LUAZ_,DCD=TQ!W/:6QZKAEB!Z-+*5DF3+G$C M"3T^M<""%9>,B-)4'`*$'!@L!X'EJ9_^5.L_\P--?[C1O@9=OE_^<6Y/\U.P M?^[,MX$4.`X#@.`X#@.`X#@.`X';N[6>^.KNE_9S;"+O9]?+[D(>ZG'[2DNL M$LG<2/N,%$/%+,=7/MU5M$"Y4W2*/V!!GH9RE@<#2@F)5:;"@&4V/+7D!S_; MVK?3;MS]^5%9,0WIUAL;29ZJK8*25]>CKL75BI1&TUBUQ)&ECK*W!G2HIQ16 M6SO[J6@-&(KP.Q.0+2\AR)02F"@K=IQRR:3FVPUQ:VUVK[A:^J[!A\JF4AOJHHPAAU;FV\W,$E>UK:^L\4>' M;.`!*)2Y4J3,&>(9*<)(0U[5FV+[H@[*-MHW)HPD?7B!G3B+-,VLB MJ0-]V1FZH\PPM>]))/)&E3"IQA(I/2I#R$BA<08+KY8O"%SB79G24RE_S"M0 MZZVM5L$H&85G!JYT@ATTLV'1617"X%W59UOVPYP..R5RC[NZI%+Y,A`:^B0` M\1]*U(O$:H>':6NZC:8[;W>/CUV+*1F#K;#/I4F@NNMHW(AKMWV$;*CN]_E MUJ1"+Y8II%K!)/;X8O"82N;#0C+4#+R1A0,`B!!:TP[&:RNO?<[7N\\2W5H4 MS0=FH@ABKN`3&SZLKM\T`@T8U^L.()]:;(A:AU:')HRS3*1!^;G126K5/`EP M@#4J<)@J#0KMGEWTMLKVI=C>W[$+4JJ`[+T_W/9]M[&&*365#8G`]J*JFS?+ MHF-?!K5=WI#5SS/(>7(4YI;]'>,DH(:=N6V+U[?]L61:--[ M$ZL@LYIIE.TR/7>TIK$YK2^PL0G]@M+%-]=I2]F.Z.M7.2C9FY))18;GX!)2 M=)E,-P*79$A,#7_=]F6G5C7G4=AZF59"J'>IMK]$I'L_1=23!#.J1J;8Q?)I MB*2Q:J7YGZQH#,?&`M3@K0,V1-+:N6F)@9PJ+5@"%37`SU"7E#J[:RF.XJR+C M)A<@4)72'S\<4MZ37'46NVS MT)J+6JZ)Q"?UPCGLL5,\:D]SQ>3.;,L9VE7.*QJ$;I"#W4/EX+D+F2L(`4#,C M)C!\)G[\8U@0*AEGI$JEO`8$(CR\""@36S2O8R-;M4_L!.:NFU?0&/=S;72N MFLV:Q*01U=-93*;K<9<:EB"-T;TISR@C41@RYQ=%A(1I41&2?,,#D\O`@L.[ MUU26%/-^MN)?0E+SRI@U[LX_ONPVPTJ6NBRJ+9;;'L#5]BUT,;7%=&&U@6)6 MZP"L>Z1P@QX\)B=2Y9-\H9X2`Y?N-O\`06V>KF\6P=UZXRSM^]R:H)!6,:NN M0UW)5:K4CN-/[O;K(PO)D39%9HVQ=.RU30;-"3F(2XLU$W&.*AP7DB&80&JN MUFP8<^R'W8DSI14MV&;7O9/M^924[%'"4L#]9Q##::H][9F!WB+2\2/JW$*R MAK#&].::F*,P(608S@7`FAM3LY,=>/S,NOL^KFRH_?K5;,1UZHBX*2:TL9-:K=$4Y.2SJ03%Q=LD)2G]R=G!U+;2EH`=`L M[,WI/$/W3`Q!<75T<9''\MYK`S2S7BR+]6O6\NV)4(B\!0O;B\1>;376BU8= M4UJKXHT1I_7R^,L5AKT60)^J(@Y5@&<*?$7@DT(SZ<[6[2]HD%C3>XX.\6M` MGW<%RHC?BH9",$GAMR1F44OUL6MYB]+BEL>76-%5+VK]W/.-,`4\%GD'".2* M%19P6N]ONM]7JR_,0Z0!TLFJN=ZBJM$;5LZK9(YJ0JE$.AUN1W9J6HX-*W$9 MYIS>YP612\4=&6Y"*<"U*8*=5C*K`\B"J&9O3!1GY>NW=>ME/*8[VN;N1%VO MJ=3VTP5U!X9KKL@4MC^E7$85BHWQXRF'X0W59!"NU/RZ5N5Y3#9(IQ"XEW;JQJ37TEN8%0' MB;UE":+8X*U6`F84A1@BC+4L=WTU-Y@AAQU#+J?I2M-H>WAO# MV:8LI`\[):0LS3M[1Z#]5ZR(NRK8:L$`8OMY#5_;"20J=-KR3%HA7USI[*1 M/]&J[S1K6`YZ/J.635H3)UAJ%T85!16,F^]X3!4#+#Z=1V*[(+>/YFF5=Q&F MRI=*7NAEDJN6#52XN4`AEML#U/)!)E#72\P*(D#@GCDT@I.3&=8'*QR+2BP) M4/"L)P@A"39/1];!^YCVNMS-8':26QVZ]I-@=4)GJZX$,AJ,6NT32VW#W=RU MQE\6;R<$07-*N*&[@M`.%P MTMJG9N@/<'L_O>U;< MF+965M?>IYBLQQ*6C#85C0*G]_.S[?.M="K3I7;?9HL8RRJ/3_JG<*ZDRH:_[V-KQ<^(U48[.)RYUCNMCM53';C6T- M,>?UL^KR-6>F*$-*`"=*Z&%8395%CSD`@C#I\\3S6^G+@U3[EFB;UO+K%:^S M48!;$:KM^>%6X6K6R+91-:KVZ>1TR/*A2%2Z_JXLM$RJDB@Y(EP[-JEN.7EB M&>D6A`J751":Q[[45JFFKHWEH(+ M0O;Y#\A4-KHX$%%)SU#:]S6`[ MWM^7VUBWKF\67*]N]5+&FW;2@UK#&K->G75B5P\,D9Y^\E'IC5BE=7C`H6PE MB=0&@3HA.BY1XQ+QE")"%GY<&X:.I;N3-KW2!RD;B,IOBYC@APY-"9><8466JY% MLQ<]JVQK!9.M^*_JB04A,((!"+:0RWI^F3"B#/*7^8QY0\$QB515&\N@$C<^ M8-)*2JR!=?`/@78]VZHIG;D&[8-<5#0%G/VR2OM*:)L\4O\`8ESN1"J688,A ML91?$-GN"F,MM@"Q/&',I<[NJYT+-(:TYB(Q)T5>(85^=Q-F)['&@(EL1<+?=`Y>VUU7E)D[RF+ M,4@.%@`\A"ZW8S9?5V[+[[Q]`T+.X')-Y[,[56NNND:L6-R%G/\`_$+RN(GQYC`B0K#U$@4QXQ.G`>)'C`@ZVS)H4_U3V^Z(V:> M+;M"-3>\-\8+2JK2:1UV&/.;M(:V1OKJVW,5\X2TN3/30SMKXXM*81<;"-.M M6:0$XI0$)'Z8[L6+W$JV_,6;=WM6C:,ZQ- M(*BBJ2MZU-=HZT`CU?\`S\PL,'CDC<$LH>G![;HPTDGJE:@*U6<9D9HBP%"` M66$5^ZT^+HQVC/R]<^JIAE55'P)GVQD,>*^?5CW(Z]D!EQ0B3PQP42CYH8E! M#LYGM@G5L,&E3"&6'Q$X&$OQY#V]_1_32FG-)]SVNM2Z[N;NB:VUU8>YRUN2 M%IFM;8%)MT::&]L:D!+4A]*)+$0NR(X8S5RED:S<_&3&F'AUZM3/_P`J M=9_Y@::_W&C?`_H$Z<_EE.WSW$M7J0WPO:;;.M5T[@P5NV,M5NKNPH`P0)%/ MK<-4S63IHS M5_\``[@/[,GM1?M&W0_>S5_\#N`_LR>U%^T;=#][-7_P.X#^S)[47[1MT/WL MU?\`P.X#^S)[47[1MT/WLU?_``.X#^S)[47[1MT/WLU?_`[@/[,GM1?M&W0_ M>S5_\#N`_LR>U%^T;=#][-7_`,#N`_LR>U%^T;=#][-7_P`#N`_LR>U%^T;= M#][-7_P.X#^S)[47[1MT/WLU?_`[@/[,GM1?M&W0_>S5_P#`[@/[,GM1?M&W M0_>S5_\``[@/[,GM1?M&W0_>S5_\#N`_LR>U%^T;=#][-7_P.X#^S)[47[1M MT/WLU?\`P.X#^S)[47[1MT/WLU?_``.X#^S)[47[1MT/WLU?_`[@/[,GM1?M M&W0_>S5_\#N`_LR>U%^T;=#][-7_`,#N`_LR>U%^T;=#][-7_P`#N`_LR>U% M^T;=#][-7_P.X#^S)[47[1MT/WLU?_`[@/[,GM1?M&W0_>S5_P#`[@/[,GM1 M?M&W0_>S5_\``[@/[,GM1?M&W0_>S5_\#N`_LR>U%^T;=#][-7_P.X#^S)[4 M7[1MT/WLU?\`P.X#^S)[47[1MT/WLU?_``.X#^S)[47[1MT/WLU?_`[@/[,G MM1?M&W0_>S5_\#N`_LR>U%^T;=#][-7_`,#N`_LR>U%^T;=#][-7_P`#N`_L MR>U%^T;=#][-7_P.X#^S)[47[1MT/WLU?_`[@/[,GM1?M&W0_>S5_P#`[@/[ M,GM1?M&W0_>S5_\``[@?8B_)L]K)N-P>WVGNX@/P`XO!R.XJU2FX`H+\I0#! MA%(@'@!Y7Q1XZ]!!]F>N.!ZL?DT^U6$K!&+-W7P1C.!8)Q;U98*P+`LCQG`/ MU(>#K@77/P?#GKP/+/Y-?M79P,.;1W:R$W(A&!S<%:9P8(60BR(S'ZD.@Q"$ M#&I0!4AD)>>N.OLQC@# MOR;':P4)DJ-1:6[9Z-#YWN24ZX:T-3)/>!X,4>ZD#I$1:?SS,>(7@QCQ9]N> MN>!^%_DUNU<3X,%6?NR5@O!N"_+N"LP8+P=CH;@&`TACP>;C_FZ?\WZ>!Z2_ MR9_:F)'YA5D[J%#Z"#XR[F/9USP/I!^3:[6)6<9*M/= MPK."L$8R7<5:@S@G'LP3CPTCCH5C'_9^#@>C/Y-/M5Y*R1FSMU\D9SG.2://49AMN5@88/.,8QC M(ACH_(A9QC'3VYX'EG\FEVJLDA3BLW=;*<.<9"1FWJQR2'.,C%C(2\T?X,9" M(P6<>SX19_QSP/87^37[5Q7A\NT-VB_`7Y(/+N"M`>`K(LCR6'PTACPEY'GK MTQ[.OMX'C_9J=JSQ"%^L[=CQ#R5D8OUOUGXAY)QX21"S^I'J+)(?8'K_`,N/ M@X`S\FMVK3<#";:&[)@3,%X,"9<%9CP/!7_1P/`J0S@7E_\`9Z_!^C@>7]FQ MVK\!+!BT=VL!*SG)0?UP5IX2\YQG&5@6"K2 MW:+P86$H>"[AK0.!E!#X0EBP&D,8$6$/LQC/LQC@?AGY-7M6G%`(.M#=DTDK M_I$F6_68RB__`-LL5(9`#_R8QP/P7Y-3M5C!DL=G[L#+$`LL0!6_60@"+)Z> M47D.:/SC)97AQX."@3Y2 M(<&W)6QF$27/BZIDF!TEG"9/GS!=0`Z!]N?9[>!X8_)J]JW`LBQ:&[.!"-R> M(6+@K/`A'9QTR<(7ZD.N3LX_[7P\#]Q^3:[6(?,\-J;N!\[&`G>&XJUQYH0X M\(0F=*1^.'`?9C&>OLX`K\FSVL"19SG(<>SKG@>23\FWVLT!V5"&U=W42@0#RQ'I+CK9.<(M2#RE)8C2:1`/ M(%!?Q1XZ]!A]F>N.!\Q?Y,[M3$CP,FR=U"AXP,.!EVW6`!X"/&0BQ@0:.QG& M!!SG&?\`'&>!^F_DT>U0=@L)UF;JFX)!Y96#+=K$>"B^N18`#`J.SX`=OD^']2'3RO%[?#\'7@?/\` MV9/:B_:-NA^]FK_X'<#D%7Y-_M;+BT92VV-X%93<5@EO+5W+6Z@M`3CP_P"4 MC`=20@I2L>#'Q08#CV8_PX'JS^38[6.2S2LVGNWDL\7C/+S<-:9+.'GX1F@S M2/A,%G_'/7/`\D?Y-SM9MWO'S?:N[J#WQ.-(K]SN.MDOO24SI@Q,H\BD0>>G M,Z?&`+J'/Z<<#XP_DR^U&$6!!L?=$(@YQD(L6S5^,XSC/7&<9Q1W7&<=.!R" MS\G#VN'!6%>OMK>%K+Q$A\61]"L_J0ZEX\0LYZ8Z>W/7@>8_R;':O M,'DPRTMV3#,A,!D8[AK00\@.SG)H$P0LY%CX!9S[>`_LV.UAG`<9M M+=K.`A&`./UP5IC`0&`P68$&/U(^P(R\8#G'P9#CI\'`\"_R:?:K)P$!5G;K ME!`/)H`EV]60,!,%C`!&!P&C\8"/(<8QG./;TX`?Y-3M6&A$$VS]V#`F>6(> M!V_68PC$5C(2\BP*D,^+)8<]`]?@Q\'`_1_DU.U:=@P)UG[L&A,,P8,)MOUD M9@9@<>$)@\"I#.!&!"+.,9S[<8SP(^;3?E9>W+I5KC=>W]1SO:M?:FK](>MFU2MYLYC224M#=4#*XN<>5.[(46L(3K49YJ<0@EGE"S@>`[! M79&_I%=NC^4JG?\`2R/@6D\!P'``X#@.`X#@.`X#@.`X#@.`X#K_P"GI_Y^G_IX%6.[ M?>3T+T,5*XY;]LDR*S4N,^.I:P3%S6>D&!\.1$/*5$I*:(JH\L6!!`[+$(C` MYZ@P+'`ZZ-S?FYI6Z.IK+K+J`080H5!*:7NT98L6O:D`C<%]?9UZXSC@:.M?\Q[W<=2K8<:GVMUEU_C,Q:"D"]7 M$AQ.<1I2I:UY05"5>V/H+`DS:YH%Q`NI2A.$TKV_#G@3KUK_`#:FN\R<4++M M%0DVI0:L9*<5NLJG`7V#IGI*!6@@$04>7D+=(5K2H+4KUY M0O/2EG%DEB+,P;U#JMZ.=O\`MG=O8!QC,^%8=;P&+1MZMF][=D4(E;V],<(: M"1+UZAM;E:+#A)YE)S.I#:GQD>3U!GB%G(<>T+F*MDFPL*)71?LY=LPRBHJP MX$E<-Z]MHDRDW'($F,&MZN5^K+U*:(3!F->$\0QH&Q.HR5X,"#TSC(U4P[GG/PJ)H*[JRNXJ6I-:('7K0+&6 MMBP[.)JAY?E>,XP,]6L--.--SG.,X#GIP(6#*-+"68828`LX(ADC&`0`'@P+ MPY&4,00A&'&<=.N,YQU_XXX$@M9-J;\T\M)FN#7:QGRO)FTG%B.&VJ,F,[^@ M"8$T]EE#&?YC6_LJW`.AB=268#/LSC&!8#G`?U#NU!W&8EW*]666XD"))&[( MC2T$,N2$IC!C*CLY0HTYYZEN\WJ:)@D"/%=,4J7JT+A:DO50:&>2UN2Y*MD MB&'2F?*TK@N1)CTC&E(B4*=%@E*P9";PI,@\?F#+`,/@FES5O`4$3=)%)T0& M^;3R.5K'%+=G+P6NETH?"HVV(,Y;/>O)3EO)P252@?0E'GKDX0`XSG`9*]SR M$1IH<)!(9A&&1B:D3DXN;NZOS6A;4#>T-OSTZK%2Q2K+()3MS/G"H\8A8"4G MS@P70&>O`^`=DP_+JUM:9V),@%G`L9QP-@\!P'`!KOLC?T MBNW1_*53O^ED?`M)X#@.`X#@.`X#@.`X#@.`X#@?RG]Y-7-K]A.YYO&R571U MOVK)3=IKC,;R8]$G5R\QH%-G0Y'DD-@T@64).2,>=T"1@/Z.G`MBU[8_ MS%>O#K&)M+]@H36T/B29.B5UYMK>U2,D?/9"R0I@-3O#%6,OYXDB;`<%=#/- M(ST$'/7@;UDY+7O79C1`K#EW;MFM]2A,X821QGVZV1LUC+4$'&KGI6JJN.B0 MP%N86U(E--..,R%(24$0.OQNO`PK;;7W779+46OJTH[;G476G7JB+`2P2X9' M#-89S'(UL1M6O6+D21NITUD4&N=@L<:0#P0E(0C4F>U( MRP#N"M>N][26M;\K.IJV>K6W-<(^_P`S@<1UZA:=O,7$$2&9(3"E;C//F_!0 MTS8G$#`EIWNIW^8`7`D#;.O]5=RY[H1=#*XB.CL!E.))4NF6&[UW8DNN.EJH M)>,J+.L"'=$4>J6LHX><-<\R,\63%RD_(/$(8!<"I.E>WU8MP4/LQL>LG<+K MVK]<(FY24IUD1:Q:KMU0VR=MB:EMKI&B,*4'H`/+RD*-=#0B1%&JBB_C#R+` M`[$7Y0!7(A6WNJCSE?B(_JZJ9865T,^:\284DE)*D6!8_P`GYQRTED8%C_F\ MK`?T<#O7>!$\CMR1*.2Z/-`;U:&IM?I=$)JFK$VOXNGRX"J-WADC/.K-(?),*8PX MN9K>IQ)UJ5,M`N(6M4PUNVO!_OJ%0M(>2\G-RIN\0\##,C^W&@PL6R) MKL:.LTU=9E9\S>Y$CIEA,(>SK+-K$]0RN3:JDIRD]E:!UX861CWS"HHIR$), MJ9R!VBU61,@Y3'BV$Q$WU7&ED6:AC\#T\>]G+ MFX\OQ_\`3P6(KV=<"Z!"7?`%"1L3)D"A\`H/&::# M`4Y0\XZBQ@.0T+%-YH9/"F]#"H#-7^8J85ES%9HN!A;/W*:=?)A!X\B89"4P66)A70&; MN2UC:VF31:Q:*O[*ER)-YY$@8%28XL.!)QGA/\` MCSBL>&%C=G%H51]P!S/`GUV926M!)4X2UC8U-9#"'SCDQA:LX\60B,"$L.!!U- M=?\`6#:??RU!1FKHW,;>EIO_`'^53Z6.R]PC\/9\8$:LDT_L"2JCD;&RHR2Q MF&'J5.,CP#.`^(73&0F/>5R4_HM7LQU%TGFZ"QK-G#/F-;9[D,'L22]$,.1. M%,Z_GFDA5QVN"C3,E.[N#.%3SD&"P9`5X\9"P.A>ZEVW:PL;0B62.BK?DJ37 M&@6ZMSFA<*.#KB@K+`@6J9/;==U[@Q0GLJP9K,U`EZETUGL&BK_EU2;)+"9:JMQGE;&S['WQ-R7@UX="[GDZQ>X-D< MB+JMP2!(A;PK@HD01`'YIV?-X'[8?=SH"UZ`@;*\I+BK,F#58EI<_2NG(Y74 M?JR3,+.X+E250/9]:ZK>G8M7[LA=XI"698?#D>`8R+.;G9UMS:'V: M=7=H38AYB]/(XI(7Y*CJ>111="%+&V)FAMF$=-2.9IB-S]\+&&JZG MUUW3D\'I2VW"02!=+05X->XQ&ZK4GS=/XE-)/6,IR`-DQ^B^XRVPAW;I)8#%)IFU(X1B/OR"_YBQ%RV&)' M.`I)_5+TD-J5>V1Z9+FZ(.;BUV`6F5N&#'\:$]*`'C4EA]V=7]W6^0B=&B\) M8I`@?6]2R'22_P":/18FIDE.I"QES(F!-#62+/RP4;@MHE.1.&],C=3I*G"< M5Y9@?FX/4QZX;XC]!.LAMMX*D32,(\*403XU?@,PJO7BFZVL!2!=-8'7\=B4G< MBY.]3,#P[L*(MM5O>)-(B$[XZ?/0T_O>1*@8.+R=Y8LY\'7(;YX#@.`X#@.` MX#@.`X#@.`X#@.`X#@.`X#@:QN&IXK>%>/=9343L"-R!2P*E^61?AL0MR0H\HOYU9"/,QX,^85X@9]@L\"%4EJ[3>E)`_LRB63>NG=@@\^&K/ MC.9B45#H2...#N1&V&`US*8Q>%)MC1[BH*:S"&@]`B5)\ M%C&<-E<3$QW5&X&%G!-S@.`X#@.`X#@.`X#@.!7UW8OZ9._/\I5[?[>/O`UW MV1OZ17;H_E*IW_2R/@6D\!P'`VE7G&,*DRL@ MX"D&.@O;TSP.I==OY1B^6=:I4Z\[/5O-&P>31H6FTH^^0AR2@^-DHA4]1X,N M2+QYSTQDT*,C'MSGP8^#@0,DWY9+NGQY5A.CAE32L`C%(/?(W99(TH<$#P$! MN-L]G7)_2A$`U5!J3 MCY<>!@90O%E.=.)5\\GK$JG..@\$M20T(>OA,ZYQD(=IK4[1[5K2.%X@^M50 M1FNT)Y1!;R]IB!.4QDPTWC\L^3S!S&KD#V,`S!B``Y0(DG(\X+``.>G`EEP' M`$H/<9MSW!+:\1E`]OMKJ&,* M@@$W3W?.^V*JGH9(L8S[Z&A*'CU_V"64,(O$%.\.$=68QCH846+.<8"*.[][ M]WC5S5.W-G%=YZ`EJ:L;HBXYKJ&ZM7J^IW,N2V'$(0H`?/)IL^S#`%K(E`E7 MC`QEY/RGP#`"_'X@A"MO[I/==C9P\*I?HI8V"1F`,1ONOMW5\8=D!@L="7B. M;$2L"/Q=,8\0F]1X?A\.>!)"ON^W<<8,3$;-Z(/:YI`'.'">Z@6VQ7'@G&,9 MZJSJDM!FI:?%I@XQXA%-A[\JZ>P!9@L8QD+?-5.X-I_NH0XDZ\W5'97+F!.` M^752^IG>`W1","P7@?K*GYVWQVQ8^0`XSR\*CV[",X>,^2<9CVY"9O`K/.CU= MAF2!8"/NR1JN.2RN;M3=:#3!IC'"7>.)"BD2EH5&9$E-*.R8:>$)*=GHK'%B0[&!% M+29%(J9;&/*$T(NN#LJ,%9Q[?%[.!.6B-W].MGQ!(UXVBH>Y7')0CC&*OK1A MTCDZ0L&.HQ.$50.QDC;<@Q\.%"4K./TXX$I>`X#@.`X#@.`X#@5]=V+^F3OS M_*5>W^WC[P-=]D;^D5VZ/Y2J=_TLCX%I/`R[4OJH&O44B\C:CY@>?+@1G:Y!W/&D3TS+(?24H2MXG8QBE[BO&UN[_CWCP-B9:R,N"6AMS[O MG`_,"'PY%UP+X.!R41FOZ8WNI["BK*J)*TH&IR=54UL!>G:7-< M\IR#UI<8:6."X1-Y[8I7X"@2*Q8"=[M@)YWB,SG@:\#L9W@,,RF2&:94H%*V MMI3N='LS9_.D[X'KD![(SMQ"T'NCQ@S(_!YY@@9`6`6?^ITP%O\` `?'&` MZ6)FU'*3F5K-DB-F,4'M"1^,1$"=DS6,9%[>O`YW@ M.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X''NKJV,38Y/;VY(&9E9D"MU=W=U M5IV]K:FMO3FJW!RI(^_2Y1\X6+:#^YNTYNRVGH?M42&V[FF M2UZLBQ7I49G(Q#=G&W:#6U7;H5GQ$NL!LV*K&N8Q5: M4/VY"F5X3G8^(>4:7D0,A9WJ)W@K4UK<62K.X=)<6=12Q2A8HAO*E96]EDU= M'*#2D34T;A1&.HTC$4QGF&`(!8[&F2MA9GAR^($.!&.0@[0:!>A=D*-S;%B5 MQ;7%*G7M[@@4$K$*]"L)`H2+$:M.,Q.J2*DY@1EF`$(`P"P(.OEGE>8`LSP"QCV=0XSP.:X&@-C]GJ1U-KL=F7G-"8HQ*79!&8PT(F]TDLY ML2;/(A%1^O:OK^-HW28V/8$C/#D"%F9D2Q"^+DI2E3GJ"RL-B\DE,08 M,LL&/Q"-.),Q5<8+&6$9@,@$4G M&5D&0^+J'(?![,E1/ZRA,J<4H\&H7UP8$14H:E`:4[W56B\"8ORT@7HR8LA.>F,HBP_&"'8QT8[G5`[OC=(*VI MI!2NRD/:"7BP]8K8RV-]D,C8(P*4R70MV;]Q^FH@CE.$4*MZ62.&19_F,CB[+ M%6HA4Q1]CC]72DMU>'5VD3>P)$+S'[HC2I((M4>8,+CDL0`'IU1)(;4UVV@0 MW(X61$)*Q*H?.JRD-B%O!9R89$6=87&+WNJF6&3L;RH6*//R:?32SYS+-\GW M59XO+\Q.(HX0:BC/<6KA7$)Y)93#9>WN4/N5UK-!$XD2DF#_`"&.N%7NU[5C M8!)&%#.G;FN>TZUC6C*.,Q\WNY"IL&8,].,60RU!W!:''REC4D&HEIH\`+$H"!9A(,)H2P]D"W M<@TSDKBP`8YN)W7*8RNC4"(@BXFPFV&NL4K60.LQDZ`+XX(UK&U%6DT+#QH, MY5(T*X.#$PC2%.2PWQ2U[0:^FJ5NL'P^%%PN5D0Y_2/[7\U+4KPKAL1GZ'`" MPGJBCDRN*3IL4X$$?C*&<(DT)9Y1I0`C%W8OZ9._/\I5[?[>/O`UWV1OZ17; MH_E*IW_2R/@6D\!P'`E[7![AN#C6<`R42L0\Y)5%%#$6+(<_ M)NXS5T=?W]G)KZSWPF'$64":!;T<412://%=S2FH.4QJ(/()4SR4A7*W&[&M M4W&+24)*EMQ[X4(U,:4:(/@D>_+-'6&<-YK"[EV*E=KQCD3;W.+H4K$P2ZM( M?9DN9(I/L,=D2E4N]X+J]P3G.K:>6WKC0!P3[OX_B!.FO)&JF$`@\N6D$)5L MIA\9D2Q*E\SW5,J?&5$YJ"$WG#,-\@DU5D(/$(0O#C'7.<\"D"5W%6_=EVOM MK4UJLJ,..FNGSFTG7W533(DQ,1/G8#E ML4-3B$7E_IR'*7KC_#/M_1P*!A#\S/F=>OF8"9UZ=.OC#@77I^CKUX'YP'`] M2A.F5IE*-8F3K$:Q.>D6(U9!2I(L2*BAD*DBM*>`PA2E4D&"`86,(@&`%D(L M9QG..!,'M=[G..D5G0C3VU7]:LTUN.2)8AK5*7Y:H6CU"R$J M1*4,]2H.,STP`H@DL0A9S[,8QUX&GX#L33%D5]!;-CM@1Y-%+&C::518R2KR M(F[J6H]X:XV<%:PR,;:\MC@V2E[2-*U,H)+/1NJ@M&:$*@82\AD,+N*J;&21 ME=!;&ADI(F;#ZJB86:0-BM3(HUXL@R^M*$*CWY:U8'C.,G@+R7C/PYX&@)3O M90<1BCC/')PD:B$%I;R,C4L;F8I2R6"X:XM$J?K;88,H$XE&NCRPLT#?E24! MX$I+PG95AC>8J`3D60S?&T==I;*JVJG]OED7E%S&3]'7I[NW-2J.O+K6\9CD MQ?V0OS@C0JA>^89U$AC"OW(XT!0E27`#P@P68#.0VYP M'`X"1HW!2),A4#": M(`"1Y'X/#[,9ZX"N1IT>MF`+7^+5?::-IJT=\0>^8@0[NK@6[(7@Z+I&>[8S M,HRP11MC4MB]BR)N%("@I5#0Z)Y$[+G$*\HW.`&AE&OFL.RE96Y7DPGULLDK MB$2JUWKY^0D3"RWEYE:A>RU^!K=7=+*@*6Q>OCTCB*\XE7YI&3$SP/\`R`*@ MJE"\-][;[4PO4>JL3^1LK_.YA*)&T5S2U,PDM.JL:]+DE>3R875D!0*32DYC MP]GIS#E2P\0$+.U)E;DM,*1I#S0!&S5W4"9IK!!N-NJ[Q^UMUY"TKD#"G:!* M'*G=/X,_8"8II/6)M="@90?]TP61*)L<27(IFL+$,X:9N"D;4H6*<"MGNJL+ MRW:M$[(1!`I<)]HQ:E>;GQI*A+\QK]!T7-/1&YUG3PB3.+DG\.0_!X@8*Z9_X MXX$D.`X&"S:!(9@=&'U$]R*!617CQZHJ:X($X?,5F5/,`%Y+*D<*D`0&9)"H M+SY+@VJ0'M3RB$-*N3GD&"!P+ZNV3N3"-MA2'6C;.`5TFW+K1Q*N1Q4_,1!D M#V092F@JNR-HJ@:'L;B&-ON&A2%CE\>(&(Z-JU>20B,;'!*,P+62]6->"FI2 MQAJ.'Y:5D&D%:+$)B`PXE7`I0GBR)[BBKS3QB4-"I#!V5.`L>1>[IVA$43DL MM*0$`:SEK'K+2LC8J]!6"D^0[$--B5\-IA[2N].I_A]ABDTL(]G71I98=H!;["I"6Q^V'%GD#))$DUBR43HU M'4:&Y(4V19Q<(O*W]ADJD#8Z2Q,R*6=2ZH30/ONOO):IS*3&A*]NU)UD<1M4 MJ_4=$$3P='WAL\\Y&'+J2RS*'1^&2"..:M"XJ2'!`?%XTWH1I\G*$A>4)1A/ M08`F<#G%FJ>N3B[,+\NI^%K'J,/$=?F!U4-PC5[6YQ:')*^934RD9N3?=R(4 MWIVPU.+(DZM(G*`>`WRB_"&855253T>U.3'4D$88$TO"IL6.;>P$&)TRQ2RQ M]IB;0:<`PXWKELB["A;D^,=,%(D9!(<8+*`$(1.[L7],G?G^4J]O]O'W@:[[ M(W](KMT?RE4[_I9'P+2>`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@. M`X#@.`X#@.`X#@.`X#@.!IAYUVH>0N;\]OU/UR[NTG7N;K)')SB3*L6/CD\M M,98W=P=E!Z09BY6Y,L*9TAYAF1"-3-20L6<@3DX`%:$MN3M]QVJ"+/<-4(FO MK>VH59E^UPHQ6]>$$W&R5F2YERIT*0NAJ,EF<76"V6ZO36F=LI@+X^X+\B\D MT2A-P-W*I/J`IM2MJGG6OL%1CLQHNQ\A4^,::[F5`[P&'J2\A@'<%L.8Q&L:D MU`UN=,0*]MQ)65KW5;]'B2DZBD:I9HXH?;VO5I1E@`0EQ2U.-:KYE]H"@RAP M92,_%.\.0]UB]M36*7T_2=6P=D?:(DFKL8;HWJU?%+N1,2O2A`M;>2@PHC$T MRD68DC7)0I\#DK&_D.K#*AF&9=4:H8_'@-&1?;2U]8)A':+[DB:*Q@R2O"*) M4QO9!VDZ-:N7^\+3/=V**V@WJU:\.J&P3WGP@"R.ZLV)2!7D6&)U$;GYL)"R MP8!EBR`P(@##\(18R$6.N.N.N,^WVXSP/'@5\=VA,-9VO.X02#)N!XU"O%4' M)./&:'+?"G)PZ@#[<9Z>Z]<_X8ZY_1P.NXA-\]`@/]O0]`B.QU^'H:E)'CK[ M<_H%P/JX#@.!BTYA,;LF'26`S!$-?&9:T*69V()-&F5ED*,!$2N;5A0@'M[P MU+"RU:)46()J5606:#.!@#G`=A?MB[`23>;3-XIB\9@O.OS7&;-E";'NR4)! M;C:;-&LL4HAM@J0&^,Y.S[&U$I0GNAQ&2AEN"IU3IAEC3X$`)'.?;P@ZM>,Q MMM.RV)D!9]AV*VQM&"(.#0%*'&5GK)KEKY,&9P77J8O74T^UJ]88YK*H.WG1:9R>LG[5^JEK MJ8D1M2]K];ULYX8D3:/)29Z=4H%918E8S?,#@WO3G6*Q(*^4$TB8$L*9XK7I\?D*235O)L/S&X1MF(6H79S-K MTQ&Y'Y&88X-SXXIC,^4:4$H-YTA3[31T)605B=E[NUJ9_:<_),<$K8C&@56M M9,ILYU9$2=I2(DA3,R/$M4)D`<@R:6B**`8,P81&"#;_``'`2J#9=6U9L!KO+:FC4=;WJUZI!+[):9%++-E20N10**JU[`>MF MYY9#HD0^]2W*1:L3=27`99*/P9+1J'I6(D,!U!2&;I7I(NY--`&K*R9@S.F^ MW9&%V,C;6&E"G`4?M#:9.B/P#R9KM1(609;0MR4`]+73?T"9U87YL7LCVUK2\'(W-G=DAS>YMZLG/3!J9:A4&%C#^D(L MXX%8/:[<7=@UW4ZS2M3>APL2_6Z M4Q%<$P>/\P9AG^&>@=5;4$)P-9:=)4XZ'IXZZ)3<8\/Q1I)9(DV0=0?%%X,% M=.N/AZ=>!(_@.`X&#R]OGJ%QA%JTL_$P[8:C9."QZ+F!^1A1I):D3&)'.%RC M!(@F+ZWM6/FGQ^2(A9R6>W+MI#X`E^%\@J6I%6",'Y=U'S@>,]840<4&S*8JB/T=6D9JZ++7AQ8XN%UPD6/ MRA*H/O`UWV1OZ17;H_E*IW_2R/@:;L_N>6K$NX_<^@S1!*"CS35.J M4;VK*N^V[1F,89'%JD\Z8ZZ;X$X1UB@C\>B>S)(^E8+5IU2OW@&0A+2Y-%@O M@;[@6_+BUV9.8)M$CUZH@%5:WTA:%H-S;L*BF]D0VV+/EBN&NL%65EZ28I.= M`U#\K:4<5D."@CE"US(3)DGO1@DY(;YFN^6GM<0&/VA/=@(#$H-*%$Y3L[V_ M+%S>(S%7/F8U:"U>UGH0O+*TUC(,81R1:M3IT;"I$$"\U.(8<9#('3S)F_L\2C,:Q("#_G68R.(%V#&84!X38.8$TVE,$.+>FMG.5%N; MFU&`5)2#2!A'D-!]O3>1^W6B^VCO(:S;X"YZN;K;":AY11R3*I63-RZ+.CQ) M=' MY-W!H3**XN)!<8Y32,:D[E#Q0N;@+BD5;(G;[P^MXDR5$G4+6\Q64H**4GD% M%K5`9]K3W7W^YFE!;T1B"Q.PBU3+.*GV`K];-$42'*)$Q- M6&695NYH$ZM,$'F&)B0QR%=XK-@:6]N/8=MJ!K8;<[F%WQ:C MZFJYRF:MUB\`<)%(IL0[2V7RQ/'6IT?6"%Q*%F*CRDC>E4.#@I3I2\D`-$H* M";6A>Z2'?759'?D,C*6$2\F4VI5TLA+PZ&OC5%[5J.9OL"D#?\]H4;>J=8NX MN3*6X(E.$Y"H;6M)R826?XR@A5%J#WZ)C?)G;Q=K-UDC<4BW<6M;9&EH(56U MJN\WG-8S#7%^<69R?97%'BO(T7)Z]D)*#*E0YH%9!K$7G_/3GAZ#R%M#+W+. MW_(TCXX,&X>OSTVQFL9-DSQ")+AO$I(=(E-F#"?+W M#IC'G$A#((E*V@"P@Q2VN29*M**/*&(O`#`"$%,=+=U79J_K#W4K6`47KDGF M6HNVTIU/CD1E=X3AD?MBY'$6>12]Q40$:>K7-)''Q7"8FXK$S>LPJ3^:F$$Y M:23@1^`MB9MN=:)%;JZA62ZH(ZVZ@>I-%C80B=\'N*F7PB/M4LF\':E("\M; MW/83%GU&Y/+$C//=VI`I+/5IB2A8%P-.8[H/;ORF6K@[F:\F-S7$))/W=T*L MJ/&M3'#8?.6FLY1(7YU+5";F)O89^^)&A5E6:2(I<>$O..O7H'Q__P"IW;LP MJ<4>=PZ-PI:+"B57.I.9@FP)LF4](2J80F7Y\O`4;'+R5Y&6UY,R%F6Y.!@I M6/(@XR&ZW;<#6)BN)EH!VN^OT%P2"3B@S3"CWHO"U5/@Q5/.@5X->$`F9)8: MB$K"7@EA.4EO![8<6J+3#(&$>0BYOOW&H1I):6HU0S!TKVOS-M)794;:KKN] M^:G5WJ]7$532_K'D MQL3(65&\IPKC"(A`[ M-]`+DKPG4M1<82Q-.TDF/87\#SE/E'D/4K`>IO`D-C?;3T4-(GP+\A)D'!! M^0X#G!I6<],&EY&&C>X)NM$M`M8BTVR*>/4G):C5U!'+4-F3/,UL)5R4,I6N3R?&DD=&@$1\Y(3E)K MN%#@LXT);Z1;3@W2TWH/;9IKU\@.;RJQHL1+7+ZN(/F< MFM8K39&WN(B$P5B`TE0(HKS,@"$9-*>X-:F[]!;1V;`=(\^2&G3HFU+93-+*;8*L].L1KJ_*3E06QF>CR$:7&$P%APPAR$=J[[U M2%GT6?=J-H:8:JRLA)M[.-(:[K2`VJQ2Z!W_`'1&IZKKYF>:JMV3((O4S# M/X+-E*!O7+&B,0*P51#DP@*<_=D)!YXO'D@C&,@"%>^EV\'<$N#;) M\UHV_P!#JTU6+8M=TM]K7^(;1M%]NJ4N03L,%A<8=6N+P9J:&=7)5C/(#BS3 M7$6!`85'E!-Q\;`2]M?N(Z-T9,))7UO[3TO7LXACO"&2:1.3S1L;GZ&*K)RG M#!54Q;!CRJBC%)QK"<)7-P"G;19.+QD_&3`>(-/W-W+J/:J@F-BZYVKK;:[S M7.P-6T)8#?8MZM=,Q&)O\WE;&B=4+K,7IE=$Z>1"AZ]0X1]-DCR9$:4`I$<< M,8`#"#5C][.;U[.[JAPM=XL[@IWNMZY]N$U:"RG=&9((YL.T@=D-N%$"A2@+ M<^Q4"@H!K'D1R=9G(LA7E=,8$%A-4[^5V[L%ZRFZ)G0T(8JZW*G&IU>"K2XT M]RO4W>68#0*(1B0Q>-L!$ABVPD@"K5&+:_3IG)W;2$WFBR,O(AA#8$M[A>CT M%BU>3:5[4TDSQ:W(5*K$JEX-G;,H)LR'09#EQFCS`"49ZE5,/2:0.1.*=O+4 M*D><9":6$7Q>!):N[$@MMP.'V?6,L8IW7D_CK3+H5,HPXIW:/R:-/J,IP:'E MH<4HQD*T*]&>$8!8S\&>F<8SC.,!F?`DCNGCYT<6U5-2I>JUB!C+M(S_+*$06,DKPEYQU#P("4T7F]NYGMY=RX/OD7U`KRN-(JH M,P/ST*6=V$S1S9?9Q\1A,Z@)<]!"P(+,>!BTW@\+L MR'R:O+'B4;GL"FC.LC\NA!4ZMJ;9/MOAPOU]:K!W!T0;\BRXZPJ'57,-KM5F`KJ8-5JU+)*X#<=@Z M?8DW7PUQ(%N9.V)R\%QYR5@P2S8"==(7K4&R=:LEOT5/V.RJZ?S%:1)(6(Q0 M68WO#:=[N]1:3LCB0B?X=-(XMP),Z,KJE1NC:I"(I206/'3@1W[FZ/+CVW=_ MD6`#-RHTRV4#@LL>"QB\%0RLWH`S/L!G_*^'@=:**G>\16*J/_J(O'#_`&Y\ M6?\`.94)GM%_V\_&^']/`YW@.`X#@23[:EFGTAW.:W;_`'@2:(;GT]-:.E*; M*C!*(ZUZ,1.EU4R]'@%G!9CB.!BG;6'.?CF!,(!CKX`XX';UX%9+[HW9ILDV M:D*:YR9I^O=XU<>F='-61A8SH\?1=YR*TW\ER$`!X#-+`U`EZ.4O\ZURF$;IF6R"SV^:.2TQ$YR%.Y)')'*EUYP0L"X#@.`X#@.`X#@5M=TJ627TR0O3 MIQ=<9Z=0G%#XA&*]B$4@$)94<>@=5;4PL\G7>MB%.?$>F#-DIN<9P+&! M);)F:7PA%CI@00X*Z8S^G&.!(G@.`X#@6"=E2W3ZKV\V*U27*LE0G8F#D;>5 M!KOLC?TBNW1_*53O^ED?`BS8':JDMY=X*U]RKTK MFF)YJW-]0H)K_%6MV?ANMLP^TZZM&.6I';<9&-P@AK/&U#2YL7DMZU"]?.B< MW.!Y!@L0P<#%]O>UE;.R>YFZ-KRNOJHM#7#9[4S6O7$N&.=P2VN;'3N-1W8A MM&239G=&2`NZ.(2J-$BROB*OWM:2-_:TX'`@M$>:(`:DK_M:]P6J91I5;$DF M]-;LO5<49M3IULO4^U*,C[MN;S5_?K,RZE1FIZE[C6F>T$7:X-)I+62Z4U'2 M%1*8!/#9Q"F2HW)#)KC1K#2D[6[.STYB`R)$[:A^;4P3L'A8WVO=0KOTZ8=Z MDMLD058NV*[@>R^W-O:WW?I:TJ^=;0HN47-9U\-`A-*N+Z MTUU__P!U%()"VNIJ0;G]W;KAH#7,+BLO=5D;/+HVM%T7EUBOLM<8NA.:FBQ)F:C4MR$#>I5MS M4@\2C)BE1E.0&L*G[2&P<(T/[2E92116:G9+M:[&Q:XS&ICF3PLKJW8DD?9H M":Q9AESC$6=SC[R\1N7$*6X]^RQVWI'V^-2(O75ZUK0SALK#Y7_A=F-^T-E+W3L8V.1['ONP; M%(V-Z?7ZM9F)+M"AV&CL,FDC'"V.4)VQ^:&Q*SKC`MBH*%:C3J@%JRTX"Q!: M!V_M0K0U_M#?78&VU[(@E6[6RB:Y6ZK8N^*I(S5C$XQ`F&`QMO<9">VLJ1VF M\@):3%;L8D381E8]W(+-/\H1F0B9V]^UA**0VYW[::S3 MN$O@I-8=<,$_BLP@CY!),\.L#C;BU?.L;EQ_OR)N6+6M49D(A"R804+(:5J# MLZ;"0'8&E0.\YA1M*4%W.MK.X\VV:W2%X,L^QT-]10Q'$:==HF>QD)6V0-UR>1NQKH:B7-"8D:<&3E9J=('!L7:`V<0=D[;SM_G)J(1[*W]9]XRB,RM++ MWTV!%,5N7K';12BDDQ_5T1*4RI#'68E$M3DM*D!BAO(P`8R\`&6&I]H>S%NG M=8.YJ**@H!K-W31]ITBMY/3D0I MH,!EKM/XBQU(L:YAL"6Z%`P8^NKPY'+D11*)&-M1$C"H"V/=S7%ZV<]-US.Z M%HC:#55SA\U3V[2]N+A,LL/GYCG$!5A.*HD(HR[I&1]C+6&0$JCA+V=46%:2 M8D5EFEY"8%$=A=CG<=OU*K#4>H7RA'*!,U+=QV#%.M@6%,\6C1[=M&-4=0E" MP*Y!59)9Q+:)@K::G2R9`49'"I(XI@G+`&MX`H#`YJV>R'MS>C>V2F(&-RV3)@3*U$:E[,)_$G M5E'I"'-")M69($G4&$`-\\L.O=47;$[B6K?;KF^J&JS?0B:O@K1%;DK4')B`HDHA)@T1H_J3OCI'KGN%'&BM=9;1LV]>X1=6T M[%!Y-;\Q00-\I*^Y.P*I7!765$U&I4L=F,L::CRD_FM+BQJ%)P<&&Y*P+&0T M"]]D.10ULA]E:\-]=5S)8#W8*Z[EL2U4*D"YMI*.Q-F@<:KJQZ1BK^WQD]OB M\HF"1O7/R1)Y?,:`JG6PM*T-$4#"4RZ3'%!&/P9&(*->X9V@MO-IYUW@'BMSJ/3,^_E8:`P*GUM,U+[A<5*<[*DB=8GI[7]CPTR> M+OQ2:M5I*&Q7@Q"4-`F(,5MP@GY\U:5DOXX<_"NT7MI#+F=MBCU=6.K]#.]5 ML9W)X-5R*Q7PIJGU+[%56TUXX$%D+<$.#VO];K(T_T`U5UAMTZ+*;'I"JVR M`RQ9"7A>_1-DR5M.4O@@[``K`L$E;%WS@F1D#BV*YZ^[& MDF8695],C+"7G!@:K_\``BTJ\SB4K)"R-UN6$_6K-GBS&**@`ZLDLFK4D:X4 MDC85[@I/+B%?&HRE_NB@TT]P<"NHC2B#U1!P2ZIV'RN`5I$X?-YPNLB4LB%0 M0[S)Q*4%*W8T]P6+$Y8\K5KDX*"FI&I+1%'JE!ZM04G":>8,X8Q9"`7:I(P^ MZZ6E;GEC&OO[=S>RV5Q^,9&(Y+G::S*ZB>!&8QU&!'`J[:4Q77X"2`8Q\7&. M!9;Y)O\`\HS_`.`7_JX#R3?_`)1G_P``O_5P'EFA]N2S,=/;U\(L=.GZ>O3] M'`K@O[11X-LI[VGTGG;/K1MH\%IC9_\`.#0M=],F4I#C_[HT@*=6@0PIWIN;57^5D*-:R4 MX65E6:K'ASA57$"4XR#/B#T/B;.;\47_`&@_&]F?TXX&;\!P'`<#$W%_%!K: MT\LXHP1!U;;S:ENXSP"\!@&B9VVR4[*2<&=<>$"V)V:N)'CKT$$><9ZXSTX' M>TX#@.`X#@.`X#@.`X#@5>7)Y=A]V#3>$'B$)NU\U0VPV2,)ZBR5ZSL"3TWK MQ!UH@8%X`GI(E(YF44+..O@4FXQGX>!9'P'`A7D.J`YVM`UN=$AV#D;DW#N"P!-ZY&=CK@U&L1Y`84+'L$6+&<< M"0_`]W;LLY)\096T!M*.X\>S!\9V/JJ?UN:B.]N/$2*:98% M.`YZX\Y*7GX<8SP.[=P'``X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.` MX#@.`X#@.`X#@.`X'\EF7*9S&;8OEF1V39D'B$$@@K`AB$(6,B$+.0\T5F7.Q3,XQC./\`S<#)TVW>[J+Q>Y;[;U)?%@K&?#MC%C8G/P82,0,A9UHS=_ZV*=21*091I;.I(IFKB>-R0L*8AP M0MS661")XUH\=/*9)M&D8#<8#U`0X$*T^,_Y/`F?P'`F,=>F.!WV.`X#@.`X#@.`X#@ M.`X%71/7'>6F7GY+Z#[85;?-N,X%YW4O:VT?GS)>>G@\O_-;O'TSUZ^'K^C@ M62\!P/T(1"ST"'(L_P"`<9SG_P`W`A1LSW'M$M.?-3[);4TY6;^7["X(IE2> M26>M%X?%@#953WTX-VNU5.[+(&Y4T.0`L:Q'-;?>VM`_(O@^+U]O3KP.]?P'`0F!T]Z?H"M#A[;<=,C%Y*A.'V*<\#L M/M3HUOK6V/C&XI'=D>VY"\,SL@.`H0NC2YI2ESZ9II9CRJ2M M<;O75[;76AV>7%42@;$$N<+C2L`L>$6'AW M;@@%_P`PL=,]`H_OW\TA1A_YLY]O`A"QQ>-QH2@R/,+4T'K#!&KUB M%$24X.!PA=1GN3GD(G%Q4&"SU$8>:8,6<]8VE"+/LP/O`UWV1OZ17;H_E*IW_2R/@9Y*>Y M%4\?VYG6C[-5=^6#L-7M/(+Z>XS!HE#%;6IJEQ=4K$CE#2_O]AQUN6>:]KBT MGN8A%KL'"_Z/AQD7`W%2NV\,O.5MD5CM:WU%_G2AX'?Y4IL6HY##8.F99ZZO M#.37JV7+_&SD7#%%;*;E\COF95-I8@B$(70S``E-DXG``&9-+P69DO!0_&'P M&9-SC!6`"Z]!Y,SG'AZ?#U]G`_0! MR/&,Y^#&VS,V%3U?ZJ1*]7]A)_K';B28LA+$8TVG6B5G62E M*VGDN+DB=V,A.^IQ%+BC?+-ZB]F/#G@1NJ7NZZ@6M>5U:_*3K@J";4G43[L, MN77_`$[,Z'`:9)E4GSD],6<0`PP`;# MHSN3:RWZSS=VBRRP6(Z"TE6.RZR.2>OWT4Q?]=[H8W20U;<40B43!*W^11J8 M-K&K\*,DCY];SR?)7H$AQA0#`XV+]S[5.:ZIT1N%$WV6O=7;06A'Z7UY:`Q< M;78%M6?+K(?ZPB,1CL9?5K42W+I`^1A;UY(WB'3>`/K.\+$2=IED=EK"J0'% MG*0I1F%A-*/,3&%'C""M"=Z?2W8!QUV2LAMM05IVPGEE53KY+;*KPQCB-B6I M4KD:U32N2GIE=Y&"+RM.L(&!$2]@;"780?`A,4&=`9"VSKCKTZ^W/MQC]/3' MP\#U@-`:6$T@8#RQ!\0!E#`,!F/T>`>!>#.,_P"/7IP*M6'NTTA+W+:1LA-* M[1S<[3*REM4[$YBE;Q-W,A$K;!*AN.$;<58P7F8MB%O1'+3%#*F<`A1EY,Z? M!C(6E!-*$/RPF%B,P6`W(`C#D>"C!"P69D.,^+!8\EYQC/P9SC/^'`]G7'7I MU]N?;C'Z>F/AX'YX@_XA]@O!\/\`VL].@?\`]6>N/9P/'S"\&8*\8/-R#)F` M>(/CR7@6`Y'@'7Q9!@0L8SGITZYX&-3>9QJN87+["F;JF8H?`XP_S.6/BT>" MD3-&HNU*WM]=59@LXP6F;FM":<8+/LP`&<\#%Z4N.O=AJ?K*]JG?2I-6EO0: M,V+!GXLL9&7&,RQI2O+4OH'%X0&`U67[N M8GP+H<$OPC\(3N9W,MX:6MW*3."(IU;D3D6B=D*AL=49:Y,4I`E;@&#,E>(/F8+%D00C\&<^+`!"!G M&,].FQ]GE0AK2![\0>>H3'5-2VQ4>:%6N:K:2*O,FA,42,D[J]&5&U:LJ+O3;/W9 MJ#-$[;+VY6)DRIK?A*'>9EGCKJ=)[%K M\IEB5RKZU5KTQF\PC[/7<;"[H+OAD#@<[0_=YU"OLK5Y"BC<-N9\BSHX-#S"624-#M(V>.S\*IL.RD9'XUI<74`.J M`I3UQC(3*GVS5*UE>%$:Y36:H&6X-E2;+44Y$3^N5BM,2#`&Q2L=W*9Z^2MS$5CQ^Z&2)QD$>.4&?%`H=VXKQ?&#C@=6'@ M.`X#@.`_3\&,XS[,^P.<9QGV9P+&?9G&!V8>`X#@.`X#@.` MX#@.`X%+_?XT[4[F=LVZXS'HP5,+%I10Q;*UI&S$Y2L4B?J=-4O$DB120TLS M"Y1-ZT5/K,0GZ9P>I7%ASC/P9#^=Q'CF,]A:%46*0IXVX-R-Q9BFQ*0A0";E MRN!E'DC$$6,_#C.>!:!V\[D4R6OW:AY6XFK)M1!+:A8EJ MXW)BZ5TTZ9.*K]]$8/.3%:R,^ZFL#@/VY\U"08/VJ,=0L.X#@.!8QV1*B/LS M9K9G;Y>G$9#Z=CB;3*GU@RP#2NW^WC[P-=]D;^D5VZ/Y2J=_TLCX%7 M]S:37!L/WY=@9R8GV6IVD)1V]ZNK*.[`5^PRV-U_)[6@5ZPRRUM4224_,9C5 M((8_L+,:4[)//(3+D_F)P*<'9P#(?+OKK=L);V_F_#,R%[55E25S:!:NUO#+ MNIZJ9G9<18;[9-I8U*'9[Q#$@`,<_:F"))D`ILWHPGK7.'E."((#S,"3Y"-* M>F-P9*R:'-.\&F-K2S5F6UOO_1%^UYI["9V:."WG:5NJ%M4[FM5.DB03JHDE MB1=M$IC0\H4I=?"=51A:5E3J`(0AR.Y%0;?N?<1JR74UK;NP3#J0[B';&>W> MSGTB16H*046S4@\P:Y'6NYVUK!)(A4+4F6D()['T1T@*?9$:L>G=6E"(M.,+ M8>SK5%HU-,.[>OM&M)_7R*V>[!LU=]9*)C#W^/ESZIYHSP5-%YQ%`N2!.8], MKPU!V)"9!3UIQB?\`;W[@MI4-ABKW! M8FSIG!-IPQ^Z82GXST"', M([>.VCGV>]HII":QV#C?<+.LS8&N(LFE\FM&(VDX:93+;&%67.JHJZ.R5^;& M1,AL2I8T,3;DE*%H0)5)(U1A7`O"[7M;7)";J[DTI<(I*:UU`L?9&#ON MF592J+O=?C8H^T4Y%V2X9-%:OD2)I?:\A$SL)+@Q&@.;VW"E8E6+0)L!58./ M"`?;1TGM\WN&=QZ][%1;&TM&,]R>3[#U)'Y''99#:@V,K5^K>SJVP\N32]LB M)+(QM"J8EN#:,1Y9Z8\@DW)`@9\00U51^M._C-NK3SS)8;:2>XV/NO;JV]LO M?2]K?L5O-^WY+ZO;FRJ8H5.S,YC,T@,A;L-+5%X0F-6+(X]-HSA-R$20U3P- M/5[H)=(.RWNU.G>B]ECNX0O+V\J6E&U\'Z95]L5IKEM\WP:N>ZGJ@_RJT7*,2R6-\AH)^UTQ"[.D=>2E*0U&5YK2`\ M!:%ZAA!+JE*=1*G)W5I#U)3<0'8!W=:)G<&:MU7B\5,<(Q+BD\MJV:3 MRERJMKPI,_K*PL%QC:QB0H3+DD/N+5[HHG5`Z#1H#5(`Y%D,.V2K&5TIKO^9DMB'4;:NLU/71"]*)KJ@O?J[D MM)Y:[TJ:6P5_UCDS' MI$GK1DG%(7B<4C8YW1-RCL*VHA\FUKQFZ[::9#!*-OQSIU00%?83/"6)W4A99 M0C(7(X^H-"Y)86ML MN7-!U3R6.E[.,,VE<+"HA,`NJ52=-?RZYV^GDELK5]PL^>2:VJ@LYM1TU)F#5ND: M43Z[QAWD$-9S9D^N$TC1HF1D92%@$K>0K,,/'@!0C@I@[>>E^XE;.W84T$%?DU%:W5;,9^]+#))3R6R$;<1']A).Q'YPA4P7WY:L M(&02X9`GP8'@6Z=B6J+9H@'=;6714=KU>3:7<_V7V$K7$VK>8L:F<5#-R8]B M+S&+)%;-A4\ENV&A1@"0@`UX>@<"(#DP&!!J'L\4;>%*]E#9VFK:I*WJ_MQ= M(-V%K16LFK67MTU?4]H$R(V"&1YA,:,K7WU'AQ*`5[H$WRQBR$WP=,]`@M3& MA^V.P?;[[#^DHJ%MJG9IJ-M+']H-I+)M&#/-<-=(Q&J+"M-Y11=B72L#(LF] MB6*1,$N6M/'2W0A+Y>#7`U(7C(L!*ONCZW;<[)Q=Q[C&O=?O0=E=-MJX+--1 MJG>*/MANOV0US2LE.A$F@*$]2N2)1USL+A\>)BH!E@&!6VY;DBA2$9(\%!V< M*KG)MFUM!+!41&70!5,XHQR-;!9\QKXW-88O=&\A4NBTI9'-,E5H'Q@6J M`Y!Y8C"LC+$,L0!B#/\`@.`X#@.`X#@.`X&@=I=;JTV^UYMS6BX&TQRKNXH8 MYQ!^PE'@ES:C5.`*F63L*K.!>XR6(OZ5*Z-BCIGW=>C),Z9\/3@?S`+\U^MK M4:][+U9OE-@NTZC<2DYCZG2FI&6TH"YC/S`[FAWFA#@^,SYJ3^8:`.1";'8I M6WG>$Y,+'`U9P'`W4=5;8:G361L7+R1'^22RUZWK,%,Z<[(/G MN4*4#>5XLF&Y`'=!UTH.N-6J,JW7FI&HQGKNH8WXX=N[<%Z;(NRF)-6ME7R467KBZ)B3,,T+DB]4<_VAKR> M=@/E(5,2=%IKO&R!"_[Q&UGD%9&)L4>$*P^`X#@.`X'OCU@/-*6##+UCJ=2N M4UXH5DR]D18R)1+JH?/()L"-@)#_`/V%R9$G+=FX.>O1R;BL8_YQ=0[%S(]L M\F96:2QUR3/$?D34W/K$[HC`FI'1F=D9+@VN"8P. MJ4O%$HG\P`X$";;[C>O%%[ET3H[:15A16U]DT M`U5/RE3$RU%2R1P]WDAJ:,GSI&[*`,LK'.?`9@`\9Z9 MZ9Z9QP!IQ)(##3C2RBR@^,TPP80`+!_[0Q"S@(`^SX<\#3!NCKCKX>N/%TZ^'KCKTZ].O3X>G7@?O`K@W+[I>LVB,X@,2OMIN].P3)\BC M!([@AE,S"7T;3*Z>.PV2$@NBTF],".0U3*%Y)GNJ(L:UR\@.#S$Q9!A)A@9' M->Y7JO`;_7:\2&2OIAP=\=9$CB3Z\("FY/-&-@?G!A2SJ,$A5J5"N$2T3<-8R+C0D97(LA M*H=V9;'7Q*:)J<&\Y289EP$]N[.24#H:,(PT0S=T>$2&105&W0(U- M&YA'XFJ-=W.8LP%K?*;*8M/':OH^8D0)5Z`EORLV_;TSXX'JB@-6&=4<`M2# M(,9#26__`&^*N[RVKL.LF.$'T5M!7^9L11]HR-J+6*8Z]L$H=8I-:JLDAF/' MZWI&;R"+&8$-,8,90<)7EMZ&A\H\.A%:U76QKY;$IH'86O7:H[OA/^:_P9[& M%0G=6@9QI"*<5[(B@`;+!K=\$5D2)Y;\C*SGJ2H"0I`:0`,,X#@.`X#@;LU4 MN@.O]V%)GI7A+4E[N;-&9B(TSRT,/M/PEM$"GH\BS@I*WR@&2V!W,ST#@8D! MX\]"AYX%U1[Q-999+#KY0/&5+JN#[RO'CW1K3K5I@">!VE.W%V[HQHQ!9&]R>1);8VDN034[;`WF) MK$U%/BIJ+4>GZYKIF//5G0NEZX*6G)V-I":(PT9AR]8,UT/K2<6AF%>S=F&-5$K( M@+V,E0-BFD1,1R>*V@V(Q`R^Q-2;[VD-SD]&)6WF$J,A&#@. M`X#@?N,],]?A_P"&<8SC/_#.,^SIG@3Z[=%M?-89+JZ_JNGI1,MG]*FGF9SE M76SDY8]4PI.(>>IAU;2APP(@O&PV)2.V;N MLY<@0##LJ M]L+MO'ZAMK"`LM"E1A;;P'`!KOLC? MTBNW1_*53O\`I9'P+2>`X'7P[PNGUE;F-U[H:-A\Q(V7UWK'5+933ZQ38D]- MD9,V(H*V+YF*J%1:?N*1%%U<@?8;+R4!R4"X&`'.:48Q9]W-P4&A8QK'L'67 M>SH^Z7NI;5FD;9NU?:,'NN[X#!I`V0>3[>V9;LUN6F`@=J'1.[*21[7O+_K#MU7$'N?L5V77D>BT_ATS=98X M[3QBR[#1P.-V/-?=T+E;.S!4=>2A$2Q0R2W:*@FF>C M?9\O2[VBWXC;\CLK5@_=VN;2B^PEILE^2:C=<;%(20C8:(1EFM28,8*Z6%+" MV`3?#7Q"H6^[Y6I3"`%N*,,ET2J)"AEW8Y7:IS6R-IJ#I-P[FT8W6NR#T]<$ M#C"&?6-`338G`+F@DO8VJ:I!Q61/9;&Q$2=(8Z#0ITRL02RU!?0.)[0^J>VE M.7CVW9;;%![/QAP#I+OW7.W;_+F.R4*M?)7?8^7R^A8/-I3(%:=$6N,KY(E- MC98EA)"+S2@E#).,Z9#LL=LN*Q2%:-T'&(/1E]:U19J9),6T4ELV]N,AO""E MGSV5JE"2JO97>'3>45K+D,KI:D'R8S"0QUK0Q-58$>1/LP5(2UQ MY3:WIF\(,X7JQ)@K?V$[<&V,TV7VDK1LKV9&)MGN[7V]=WHG::%,K75_&J/K M>".JZ\5SK/2R2V5ED%//[":SI6E68E=7@Q2VF(4QI*@8R`N+N70JE''8HB-T MO3KI"Y1L'FWIOL[>:!5-`L<*J*T'^$.%_1"LS5CKF)1&Y-S)7#F9J>5#,60Y M$L*)W=!#)5!395A@G;*O/N+SN\YS6^T='DUA3$1J&5G`;4U9EU[%:@MN-[6W M+7%:TM4CPG3(TEC5VY:IQF+R+YP`:ZX*&>0<%404O*1EA>#P'`!!5\[B4";JYI*RD$%EZ]KM2O)39\ ME;,H'A4ZUNR5Q-:UKJTXHZ!C#!*4CG9D'FUD`;1M@34Z,]6V*@"6DXR0,T,V MD&VFE;:X.+4[R*.N*INDSE,EH&NK)?+B`R2%,RR0NM@851Z$O*0T^+-$84GG M/N!Y"D"W&=5`?CW54G,,#)&G=>CUUI5Y44$-->6>3XL6-D M2!KC\L:6INEM;XKO)$(B;2HAZS05Z\K6JO;,.2`%@OWN/.;>O6B#D068&<].!1/,'`5:R91"+99Y32\Y M2&B(50>ZXE)*BER<\&?"(KYCL)LCRI7T%\`T^#BA?"$0L=,\#[$YQ"LL)J0X ME64+'B":E,`H*$'/QL""82(8!8SC/PXSP/Q2H3HRQ'+%!",D&/$,U6<6E*`' M'MR(1IX@`#C'^.<\#UP8Y=:\F(A%,1J:7I.%)F"4T*HR&R6WI,8:+/A"$]O@ M3:^!;`9%GXQJPQ,0#X1C#CKG@7NZF?EO]T]IR2%VVQS9I?1;R2`+U$S5,:LO M9V7LJD(##6]$Q-BAZJRHA+",Y#[XYKG]S1F=,Y;"S`X$$.Z3J#I%K;HS7BBN MM=H`7&B7I2E=)W-WUR<)=:5J21*E]TQ*K2LB0GKI5-G[RLB"4)6H$G1%"\A& M4G3X`2$)9\!P'`O$U[RY-:5[;L-!>7C`W+W]F7D*R?)P/S4IP#0]0#"+(:5V! M:]'-M*],USV&=Z#MR$VT`XMNKB5S***ELB6M![X0%VAA)+RFD2.31MPCKCE, MY-!A+BV*V]0(DXHU.9D`=0G;3\NK=T*(=K/[;]HQ_<2D_?W4HBG9O.8XUWE$ M#&I8>C"35JX_`A9#KY68U2JBY,.$;! M0&Q-=YL`?EYBU[PI^JY>H'CV>)G<9,D21J3)3.O4"AJ7KDQH,A#C&/9[1"Z8QC@8V3+(^N?4D495^95+W`T"=NA<(1.$ZFSDI,%@):9NAT M.2ODE7'F"STP$M*+/7@71:3]C7N2[+SVMK57155H=!85(RY(U6Q>[0F7W"O0 MJ42II>6J*:V)UN74Q$_LZ\9"DN9K(\2(O.!X3'"+"'@=UK23MR:YZ*-CXX5P MWO\`.KEG:1*1:VQ]K.*>5W796$AF#T[:YR(M$WM\8A3V59&WQ1%Y MI"W>/RMC`^Q]P.1+RDRPLE:E'DL\)@,8Q@. M1EG+'!UD4ID*O*U]E,G?W92O?9/)GE5G`U3@X*5*P_(0X&8+`0XP&=\!P'`< M!P'`-R%HDI" MI6V(']ADF$!*]8C2KE\:=$[RU$.Q"4XHMV:@.20HTU&HP8F/R6'!@!8QTX$= ME.D6NRH$G(%%GY.BEIMQGN3:AG\5C*GB=0!U,L&>#?HI+G];"5SH_M3V;(1.I#@I'7S:2+.3 MLK##ZDA M#&VR"1N:)#`"1Q=N$VL@`8;6@2(KW,HCP].!([@8//JRK:UF,V,6C7T'LF-G M>+SH]/HFPS%C-\>,!'YC3(D#B@'@8<=,]2\]<<"OF7=E?M,SA:>XOO;UU5+6 M*1&"//CM31R&9&(W`L#%X(N<=<^WV\"PB#UW7]8L1$ M7K:#0^O8REZ>[1V#QEEB;$GZ8\./(:&%$@;R?B^SXI>/9P,QX#@.`X#@.`X# M@.`X#@.`X#@.!&>>Z\1:0W$7L&OER^/OC+6S/`C0J6F$.3"U1Z,SP=E"?TBB M41YS5,;^%P#X!+@'A`F3EA,+`6>`)X0K]B^J>C;VQMYJ;:Y1,(?/(78E*1<. M)[5)"?#";%$%(K&9@>FB+H')-(X$E,;4!:DXX:CYWR0%3@TQ3Y)H9,7HU2%Z M3>6.BBS6>?TY?%<&.\B-B=MJYB8\(XNR1MY=FLC`F52 ME$!Q(R4I*SD9@CPL5N$;@L4=I.\+C,#6/CRT M5O%87$<.ZW``Y4'IVX@2DS&33/$8(0LAE\Q@\+L1B5Q:P(A%YS&'`/@7QR8Q M]IDS"N!TSCPK&AZ2+6]2'IG..@RQ8]O`KCG?9.[3%CN![K).W[K,G<5)F35" MJ'UVW5R8<9G/BR,>*\%%@"%D7_#@8DP=AKL_1Q62M1Z"T8Y'$"P,L$L0R.C*@I9K,+`0<@J MJMH=7Z4\LOIX`J2HHS-057M#C.+.<^W.>O`W/P'`!KOLC?TBNW1_*53O\`I9'P+2>`X#@.`X#@.`X#@.`X#@.` MX#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!&"T=T-B9"K?G/&##LX6.AY`CA^(PT?B'\8PP748@S7@.`X#@.`X#@.`X#@ M.`X#@.`X#@.`X#@.`X'%O`%YK.ZEMB5M7.1C:N`W(WDTXEH5KA)30I$[JHR$)X@$G#"5D60@'GH'(52R'02S+0GE-678:NH(Q)(?8$HF5G-L-42 M:5,5EAFDSJ=WFB"5)Y/%F1#-HW)(97XVMN95R)-B*NZ%C?4:]0O;,!&&_J\U M2G51V56[U5TX9875;4NG8K$K8E,YOOSPT.RZ2.<59FA]D`5[VJ\EV?LN#@I4 MJR#!NIBI2'!H%!:=.$\.`X#@.`X#@.`X#@.`X#@.`X%?7=B_ID[\_P`I5[?[ M>/O`UWV1OZ17;H_E*IW_`$LCX$]5=XTT@M%OI);:M?)+A=4(')MK!1+F,F=+ MD1R!U=B#DT8&M"[G"4M#"O6%`P5D9J1`I/!C)268`0@ MR;@:HP[OI;,B%@Y8-*0:!*5G`S<@#G&>!ET$G\%M*)LD^K291:P M8/)$PEL?F$+?FN3QE[2`.-3&*&I\952UM7%E*2!E#R68+P&`$`700#A_OGS^&("D@3O+.:LPO8XT>H)&`#BL`0B$,L>,&YR`70-H1*7Q.?1UKF$&D\?F43?2!JF M23Q5X;Y!'GE*`\U,)4U/+4H5MS@FP>0,'F$F#!D08J"D`<) M.5\80<8'Q!SCKUQG@97P-17!?M'Z^,C9)[WMVMZ:C3R[$,#3(K/F;! M!F%P?56,B2,B-XDJYM;CWA;@.?(2A,R>?X<^`(NF>@>%8;!49=B^4M-0V_7% MEN\&RS8FK1")@Q2-VB/J(I<='\R9L:UJEF+$8>H/,`426'(ABP'&Q>/3>#R- MCF$,ES*V22*2R,.J%]CDECSTC*<&=]8GIL/4MSLT.J!06(XD7G.[82$2TG&1'D@#C)P.N?CXZAP%=7I2]OFRLBJK7KRQCX,M` MW3$J%3!ADHXRK-/4(19I><" M#G(W^WC[P-=]D;^D5VZ/Y2 MJ=_TLCX$8MQ]$X#7NU2/=Z.3262R[+0V2HZQ::UL,*3%-MB[<5CKA:&M]8^\ MS4E2%]CU(1FLIBOE4T1EIS!)4,<5+2U("LFHE`<3I+OFPP3;;_\`SO#5R^Q,`@MENM#UW1/:1M3[LU6VBNE6)(?'6AL>8TID;$LJB9+3EC:I"J`ZI%ZXTPU2 M8`THL`;/J,+[7GYD?G8P M#9B2M]C!,=WMK2&X7>ZCPM-*PF&`S@5)Q+8+:#6.M>XEL+JU:"NH-9]A^_14 M$%UBEJ6.PY_@\MAUBV/(H9L_*JT8YVPOD775O-',Q&8E=&LDI.I6-2@U,HQY M9^IU31Y=,HDP014M9 MHQ$'=S;!%'GOZ]J1IGT+*F![IG`,&]0]PMK>Y-4]<:35KM-LB\0M]LO3_N/; M0VI?;"[T2\@?K?H]F>GK7ZG44WAL5652217E?@02)_:&L*PMY=`*23%*IO3G ME##6[AW'-O#Y+*[;ESU$:EO5;^5Y>]VU@L514:&>0[8R.V:O/9E+>_22%.$^ M0P61)VY.]BA#FM6,A)SB(SW/!W0S`<*R]RKN)8IO?G$0VQCTHM1H[7/;&VSJ M^2VR@HZ*LE<6_L@T1,B[TL!$GBD9AR17)DQFJFB!,)TC6SLNIT)RAM> MGJQ%KGA*%]<3G2,X*O>UM<+YIU`N^7/\`:AI1..Z]<[>;!;&6 MO$9[*$D+E=LZ]QNMVIZHQW@SP[('E0NJISC#([H8B84G/:TXQ92AR1@0O"'Q MMVY-JVK)^QA46FDM4]OV@>XW36[[T]U?%V:K;%>*WC\5K7U_53]"%,WKXU&Q MREMD;\H4HR$Z?++@)@$^2%!1(,<#'9MOSOE66R,ZA@[/E4FG%-=T_1+0R$4, M\1R%DYO+66SJB^=;,N>1L+5&$;N?+K:P6X3(,C0F)VZ.X:LD)P%-Q"Y.>&*4 MEW2]NGG="BM?)=LHF<1K^]YW"M/IW7SC&*D02=SU9J:NV1WHQGD"!%#D$C9L MHWU2,:%\3Y1+W48Q%FJ%(0^$(A,'890S22EVA@0N>7P!Y`5*51@I9@XLSXP3?[RB] MW*[E_8(1Q1]B+),3-EMFOF13,4ZET94BA;34>;TJET96Q[CSJXI3E)ODEE$K M$N3E`@%X,QG/`TI):.N;M''=K#1W6[;*0M)>Z&]6Q6=BYR=7E:@32,VSX*JF M#GFM8#+FRCN`ZP6-N=7S9=$ MSF]CZ,F]HNNM785(8M7Z-QWJ,V+5024;F,`DY9Q$E>5!IAI.%:,: MI.C`#)AP0&EY\H`L^,./C8#86W]A[C:SQ;5A?+I5#4D_VP[FU5ZS;`;35-%$ ML62132Z6V;8LAJUC8"Y*Z3T5>#<&QX2QPER[^R5QVB';UTRO>#R! M;!M>T\@GUT26WH]`YU)Y_@56*3E##.&M7@2YD2B(2A.6E9)&5C.`FAM!U[DV MP5/2KN[0J>[H*"HU04/C$MW(AL=DMOU?%"8RCKJ,L3'.%Y MI[6QO#VH$@AI2CWQ2LSY0U'`LR[&^VUP[5Z];2K+NGY%D2:AM^-HZ!BSH%SC M3X_D53`WEC75XV/LCC#7'V^8+4#:^&I4SX-&F-=TA!1X_$/(C!!5)J&==NF5 MN:,QFI[DJ+N#=JO8V_+"D.M!$H;BT^X&A\OF$$MVRY))G!0RJO>93!:^:'B2 M))8J7&#/3$JU"\%13'9YFOBC+/["6X.PB!^/9(= M#4,GN6%V!;=4G32%0-%[W**7:GR`8*`9"7-S6+B$Z1.XJDZ%2J,("&Q=/=S] MK?<]#-1:NO\`IO7!#`NUKVIK@UZ;+JEB>*PS9<^1YBR':*.@0)JOGTGM^1*X MDWFPMH8&5:U+F5U\;@3@U2$0B`EE46]6R;A..XS4^QVU2ZBP1/6C8[8VA-UZ M^;J[OG5UNH<5W.E'2#.9ZL3\H:E2@11:\D:EP#L MCT*]!DE&4Q(P663=`'ZJ*Z>@W"G9$L:(M<+I$&==BRB8X@`4A8"IU@_YT"B) M"$I)A5Y0,8"'&.!U8^Y]:E]2CND]J='9NKE[0B)PSNKP^#4S8;C+ZE5TQ-:[ M%'QM"R3Q=A8+*73@Z72`]8HD+FH?F)O$B9&LA`AR8I"H]\"&?;$42-B[ANAO MSOF7V;H[LG?O=NLCM_6/GYHC>RS#8^#)9"]AH]N"0V^]/CO`STC"YN32#WDM M;ERUGQ*FVHQ@<$P)#L=MK(9H]10EV$-$,,8:W5>E2HEA))JP+,^U[W"VK>B+V M.R(*52TR*DHUK`Y(6V,/Q$GKM3#=D=:Z^V$@#!&7=/'(J0F>Z^C$T*97AO*1 MX3ICTQ1I`_)4EEE!:EP'`$Y:5WPSN M)Q(U;9AT3$@+4>2,'GEAP$?BQC&.!Q2:!0=%+W&P4<,B:2>N[<4SNTW31UH( ME[HTD82X(:W&2%(P/*UN)P@(P$@PX18<$E],?$#T#Z'Z&Q"5G,RF4Q6-R51' M'(MXCQ[^QMCR''A/(R`T/3V"X'L(B<53ORF5)XS' MR).L)]W5R0EF;BGY4G\!17D*'@"8+@H)\L@`?"(S(?"`..G3&.!\\KA,,GC> M6SSB(QB9M)*D"PIKE;`U2%N*6%A&66K+1.Z18F`I+`8+`3,!P+&!9QC/MSP/ M-QA<.=VIN8G:)QIT9&?*832SN+$V+6IK$B(RF1Y;F]2E-2(LI$XLEE>4`/E@ MSX0],>S@0MVW[=>O>WS-6K#/(C"_F"LK"=;,20-[J^NYU5$UD[M#WN#C6V/7 M,G8%#;)U32U/YYSMDM,J4V6I"?T5(8XT1"-V,BB[;(G"(Q.%%K')HB4OCJ+P03Y@"2`%\"8\IK2N9R MK;7";0"%3!>SX%AH6RF+,4@6-6##`'&8;5+L@5G(<".*"//E"#U$'&?AQC@< MJKB,47N;2]+HQ'EKPP@"6QNRME;5#FREASG(2VE>64'``C#C&.@0ZT*[?E9Z&5X^P>+/JJRG5ZL^V+-+L.9Q>)H9TVG7)* MA36715&\,+:C&&*XDAQAR=/CID(1!"8(W(`CX$TGB$0N0N*-W?XA%WQV;L%A M;W-X8&IS<4(2CO>"L(UJU(>I38+/^.'P"#X1^W'M]O`^IUBT8?5K6XOD<8GE MQ8SLJ65>ZM#>X+6=1DPHW)[6J5ISCV\[)J/8+KP/*0 MP^)2XI,1*XO'9.2C,,-2$R%E;7HI*8<'`#3$Q;DF4@(&:`&,"R'&,BQCIG@> MYSC$:>V`^*/,>8W>+*T0&U5&G-I0+V!2W%X`$M`H9U2,TS`<8$+/3'`X]N@L(:']5*VF&Q5K ME"Y`0U+9(WQYH1/ZQK3!(`F;53PF1EN*A`G`E*P`D9F2P8+#C&,>''0.+3U3 M5R,HLA)6T!2D$M+BP%$IX='B"BF%WH_S! MA$/XW`^O]7%>^]1=9Z#AGOD'$J%"U7I=D]YB`EP1`6BBY_N/FQ\2P`LX-RDR M5YF,YP+KP/%'6U=-I,E3M\"A2!/-"AD3$A%%F-*3+"#"#TPB9*40A`!]+&F4 MF%Y"JP;C(#!!^`6<9#+DR9,C3)T2).0D1I""DR5*F*+(3)4Q!82B$Z<@H("B M2"2@8"``<8"$.,8QCIP/C<&1F=CVQ4Z-#8YJ65;AQ9U#@WI%A[2X8+&3A>V' M*23#$"W!1@@X-*R`?A%G'7IG@:YB]!T5")DZ6+"J6J:(6"]FOQ[U.HO7,/C\ MR=SI4N2NDF.=).U,R1[<#9&YH25"\1IX\K#R0&&^,8`YP&PD4?86YQ>WAO9& MA`[R4Y$HD;HC;4:5QD![:@*:VXY[7$$@4NIR!L(+3DB/$9DH@`2P]`8QC@<7 M#X)!Z\;#V2`0V*09F4KU#JH:(A'FB--BAT5@)+5.1R!E1HDIJ]46G+"8<(&3 M!A+#C.F>!8UZR[JOV<>WU]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_ M9Q[?7WU=C?P"WU]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q M[?7WU=C?P"WU]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[? M7WU=C?P"WU]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7W MU=C?P"WU]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU= MC?P"WU]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C? MP"WU]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P" MWU]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P" MWU]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU M]]78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]] M78W\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78 MW\`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\ M`G`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G M`>LNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G`> MLNZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G`>LN MZK]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G`>LNZK M]G'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G`>LNZK]G M'M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G`>LNZK]G'M M]??5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G`>LNZK]G'M]? M?5V-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G`>LNZK]G'M]??5 MV-_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G`>LNZK]G'M]??5V- M_`)P'K+NJ_9Q[?7WU=C?P"WU]]78W\`G`>LNZK]G'M]??5V-_` M)P'K+NJ_9Q[?7WU=C?P"<"$7 GRAPHIC 31 g129874g13x10.jpg GRAPHIC begin 644 g129874g13x10.jpg M_]C_X``02D9)1@`!``$`8`!@``#__@`?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$``@&!@<&!0@'!P<*"0@*#18.#0P,#1L3%!`6(!PB(1\< M'QXC*#,K(R8P)AX?+#TM,#4V.3HY(BL_0SXX0S,X.3H.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1``(!`@0$`P0'!00$``$"=P`!`@,1 M!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_``!$(`'$`M`,!$0`"$0$#$0'_V@`, M`P$``A$#$0`_`/?Z`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`" M@`H`*`"@"*XDDB@=XH3,XZ1A@"WXGB@#A=;^*EIX\1>*'\-VTMW3V46-T\!1@!ZD%@0/PH`R?#WQ M*M?%%X]MI6C7\K1@-(S>6JH/)KUK32=%U":1%W.3Y:JH]22U`'0Z]KSZ!IC:A+IMQ<6 M\:;YO)9"8Q[@D9_"@#G]#^)<'B29HM)T#5+C;]]]L:HOU8MB@#H]1U:\T^T6 MX71+NZ&SBR':`2<$@#DXQG MM0!A)\8+"35!IB:%J?VXR>4("$#;\XQRW6@"Y=_%&STF98]:T+5]-#G"O+`" MI_$'G\*`.JT;7=,U^R%WI=Y'@#B/'S-JUWHWA.)C_P`3*?S+G:>1!'\S?F<#\*`/./#CMX!^+LFF MRL5M)I3;Y)ZQOS&?SV_K0![]0!E^)5#^%M74C@V#=+D*18635+E?\`EC'U$8_VF]/2@#KM*TJRT73H;#3X M%AMXAA57^9]3[T`7*`/`?A=&$^*MTH&`BW`'_?6*`/?NE`%/3[&VLQ<26Q!2 MZF-P2,8)8#)'UQG\:`/$-4B$7Q_B4#&;Z%OS530![?JFF6FL:;/87T*RV\RE M65AT]QZ$4`>$_"&2YM/B%)9V[LUN\4JS8Z$+]UC^./SH`^@J`"@`H`*`"@#Q M#X[?\A72/^N$G_H0H`]$U"W\57&A0QZ!>Z?;9MT"F:)BX^4=#G`_*@#SCPQX MKB\!:]-IGB+05MKN5OW]^KEY&R<[B3G*GK\I_"@#W".1)8UDC8,C`,K`Y!!Z M&@#R.S\:6Z>/=:UR72]2OHU`LK-[2W\Q%13\QSZEN:`.6^)NK0>(+VSU:TTK M4[&6)?*E>ZM_+4\Y7!]>M`'M?@[7!XB\*:?J6097C"RCT<<-^H_6@"UXA_Y% MK5?^O27_`-`-`'B/PUU+4=(\*>*KW2K0W-W$D)51SM'SY;'?'7%`'7?![Q-8 MWMA<:7*`FK&1KB61CEKK)Y?/J.F/3%`'J5`!0!\Z>#!K)^(VH?V"UH+S,_-W MNV;=_/W><]*`/1M5A^)[:5=XN=%7]TV?(5]^,?PYXSZ4`=GX>_Y%G2O^O2+_ M`-`%`'B7BVZEL/C@;J"UDNY8IX&6"/[TA\M>![T`=1XU^)&L:?H:P#P[>:5/ M>@HL]R5(0=]NT_>^N*`-WX8:)X>L-`%]HMR;R:X`$]PXPX(_@*_PX]/QYH`[ MJ@`H`*`"@`H`\,^.K_\`$\TI/2V<_FW_`-:@#V?26#Z-8L#D&!"/^^10!XW\ M='MSK.DHH!N1`^_'7:6&W]=U`'7ZEJ\_@_X/VGVABFHFT2WB4_>$C+C_`,=& M3^%`'2>#-'&A>$-,L,8D2$-)[NWS-^IH`7QAHPU[PEJ.GXR[Q%H_9UY7]0*` M/,O@AKWEW%]H$SX\S_2(`3W'#@?A@_@:`/5/$SB/PIJ[DX`LY3_XX:`/+O@. MP#:XGM"?_0Z`*OQ&\&7'A;5$\5^'MT$`D#R+&/\`CW?/W@/[I[CW]#0!Z-X% M\:6OC#2!(-L6H0@"X@ST/]X?[)_^M0!U5`'S_P#"R96^*4[9_P!:L^/?YLT` M?0%`%%-0MAJO]E0@&6*'S7"8Q$N<*#Z9YQ]#0!XCKQ'K0!X5J.E>(_A+KWV_3Y6FTV1L"0C, M<@_N2#L??\O2@#U7PE\0]&\51)$DHM-0Q\UK*V"3_LG^(?K[4`==0!2U+4HM M-AC9D:6:9Q'#"GWI'/8?@"2>P!-`%V@"&Z2XDMV6UF2&7L[Q[P/PR/YT`>=: M_P#"BY\3:F;_`%/Q/+)-M"*!:J%11V`W=*`-32?!OB/1;!+&S\9R?9D&$66R M1R@]`2>E`#]/^&^GVVJ/K&H7D^K:N>5N+L`JC=B$&!Q0!1\2?#6]\5W4 M)YF$0(CBCM55$SUP,]?>6?P473[R*[M/$UU#<1-N21(%!!_.@#J] M8\+ZYK>D/IMSXGV02+LE,5DJM(/<[N/PQ0!C>'/AA=>%;Y[O2_$LJ-(NR1'M M597'N,T`=EJFG7>I:*]@+R*-Y4,*; MJWN8^CI`O3T(SR/8T`=E=Z1X@NM/:U'B)(692K31V0#\^F6P#^%`'$V7P5_L MZ\BN[+Q/=07,1RDB0*"#^=`'13>$?$T\7EMX\O5'JEI&I_,'?!=QX9T M^\CL]8:6^O)O,EN[B'>Q`&`,;OJ7SC*+=0=^ M!OB!8A85\;!+< MV[_&@#L]"\,1Z1,;RZO[K4]29-C75RV2%Z[54<*.!TH`WJ`(YQ,86$#HDO\` M"74L!^`(H`\_M?%_BB[\W@D@M#MN-0N23$&_NHHY8_B!0`FM:QXJ\+VK:C*=6^8#DX(/ M''M0`:=<:]>^'H+QFL([R>)9501N44$9P3NSW'-`'+^$O%_BKQ?;7]`'.Z)X MO\1:MXUU'P\]OIT0L-QDG"N=P!`&!GOGUH`]!&<<]:`./D\5:AJOBV[\/:!% M;*;!`UU=709E4G^%5!&3[DT`:%C>>((=>CL-4BLI+66%W2YM@RGIZ4`5==\8BRUN#P_I%J+_6IAN\LOMCA7KN=NW'.!S^E`$ET/&EM;&XMY=) MO)5&3:^2\>[V5]QY^HH`A\.>,D\6Z?<)IZK9:O:G;-:W2EMAZ=B,C/&>WI0! MA:#\1=0N/&TOAS7HK&QEC8QJT6YA(_902<#(Y&?I0!Z#>B\-L?L+PI/V\Y2R MG\B#0!SW@K7-8\0V$M]J,-I!&LKPK'"&+94X)))Z9!XQ0!U-`!0!YAI/_)?M M9_Z\Q_Z#'0!Z5=6T-[:RVMQ&)(9D*.IZ$$8(H`\%\'WMYI/A?QW:VDC>5;Q_ M(P_A.60D>^!^E`'??!J&*+P"CQ@;Y+B0N?<$#^0%`'>SPQSV\D,JAHY%*L#T M((P:`/'?@[-+%;^)[-6)MH@&7T!PP_4`?E0!*W@RYO?!F@>)O#KK2U1L) MQYX`Z>[?S'%`&[:^,K;QC\.M=1E$&IV]C*MS;'@J=A^8#TS^72@#M=$&/#^G M#_IVC_\`010!Y7\+;[5K.QUA=.T3[>C7K%G^U+%M..F#UH`]+\/7^HZA;W;Z MG9BSGCN6C$(1V.J26?Q>U+79]+U)=,N(_)2<6*Y[JSDMO#6G7=[?R#;'(\#10Q$_Q,S@=/09H`9X2\"6V@>%KG2[QA@# MHM8\8)=Z;-:^&89M2U*92D7E1,$B)XW.Y```ZT`9^@^'X?`'@BZ@G,EQJ-TC MO)Y$3.7?;@*H`Z#W]30!J?#R[#>#],L989X+NV@"2Q30LA!''<<_A0!S'Q(\ M"W+&X\2>'-T5_P"6RW<,7_+=",,0.YQU'?ZT`=S;:A#I?ABQEN%EXM4PB1,[ M$A!Q@#.:`/./A=J,$<`\T`=Y8>*1J6HSB* MQO+?3[6/=+/OZM=:3J@L+[*Q2K92' MHPP2,9P0*`.[;Q6+_4;33]+LKXO-(/,GEM'CCB0I]!0!#?>']3\%^.I?$^CVBZE'(E[]IF,PD7#;]Y MS0!U]`$%Y>0V%I)!G_"@!UWK5A8:/_:MU,8[+:',A0G`/0D`9[B@!]YJUGI^ ME-J5V[16B+O=RC?*/4C&10`RXUNPM='&K2RL+$H)/-$;'"$9W$`9`Q0`3:U8 M0:5%J;RL;.4*RR(C-PWW3@#/.1^=`%]6W*&`(R,X(P:`*$^M64%XUF'>:Y10 MSQ0QM(R`]"VT''XT`1W'B+2[31VU:>X:.Q0E7D,;?(0=IR,9'/'2@":]UBRT M[2CJ=U*T=FJAVDV,=JGN0!F@!;C5+6UTMM2F9TM53S&8QME5ZY(QG&*`*L/B M;29Y[>`71CDN5#0"6-H_-&,C:6`!^@H`(_$VERQ7\B32%=/.VY_0^6W'!.WCJ*`+,>LV4NKRZ4DCF]B0.\?EM\JGH(IHK?P[?O+(J)Y+#+''.*`.%T*X\N?P7

/'-FOEC=)D=.5"G=^%`%KP1J,$6E1R/KD,,K6XMGAL;L30@*?,:)"490V<88%VQCN*`+NMZC]M\8Z!+H][ M;>?+8W+0M)\RDD)M!P1C)'Z&@"OIM_HZ>!8M'D_T6X>X2WO+6X;$@D>4>9G/ M4'+$$<8H`S]2M;M/!.N:+J!(L]%CD6"5S_Q\?+NA^NU3CZX]*`.GGU"/74TG M3+.YMG>:`7I0`84@$=6(/\`P$T`8NEZI#9>!]=T&[NX6GT@26X.[AXB M,H1GV.W'M0!)JEE<^&8&@L$-UXK@Y0#`(SR6.?8'O0!S4NK1M\)M:TFY MNHY+S2T>RY`H` MQ]=>VUKX<:?I=BZ76I316XMDB.YHW&WYSC[H4`Y)H`MWVGW4'C,VD:,]IKEJ MHNG'`5HB`Y/^\C!:`'>$[*YAO9=*N8F%KH,TB6SMT<.,H1_NHQ7\:`*.BZA! M'K7B64:Y#:Q+J89HR%/F#8@.">><$<4`:%MJ5C;_`!+U?S[N&(_8(!^\<+R& ML>_M@_0T`=A:W4-[;)<6[AX7^ MZPZ,/4>U`$U`%>^NK2QLY+F^FCAMHQEWE("K^=`%;3=5TO5#<)8RH[Q$"5-A M5ER,C((!Y'2@"]Y,6<^6F?\`=%`%;4+RRTJPDN[UEBM8AN=]A(4>IP*`(;'5 M=*U"Z>VM94-Q&HD:-D*.%/1L$`X]Z`*[>(]%>:X0RL\ELWES8MW;RSZ$[>*` M+.H:QIVG7$%K>2%99\F)!$S[]HR<8!Z#F@"6PO+#4+1;RPDBFA;.'CYY'4?7 MVH`HCQ#H;6*`+MSJ5E910"=]GGG;%%L)=SUP M%`R?RH`@L=1TMQ>?9&`DBO'UH`NMJ.GP7UM9L=ES<(7B01-EE&,GIQC(SF@!B:GICZN^E* MP-]&GF-%Y1R%[-G&,4`5G\2:#!*L;SJCO(8E!@8;V&>!QST/2@"9=;TF.S:\ M60K%YHA)$+`E_3&,GKZ4`/M=?TR\U'^SX+DF[\OS/*:-E8)G&>1TS0!I4`4M M0NK#2K*2]O-L5O"-SR;,[!Z\"@"&RU;2=4N)(+::.2>-0[1,A5PIZ-M8`X]Z M`%N-3TR&[>T8B6Y0!GBBB,C(#T+!0UN)XXIV*EA"A.=^!SP0!]2*`.,M+V+2KWR3KDLF MF7$\;/X@MV)8HJD+!*<%0>@![`GN:`/5=-U/3[T"&PO!>+&@S*C^8/;+=,T` M9GCV1(O`>M%V"@VS@9.,DCI0!DZ7,1XYL9(WBOTNM,V^;&.;1%((4D'!#$]^ M^".*`-#Q5.P\4^%!!-#%.9 MIRGG`DH(XQ0!S>DZ MN-+NI]3N#'-HD>K722LIR;>1I/DE/JN#CVSF@#>GF2U^)EMJ-W(IT^ZTXP6E MQG,:R;]S+GH"PQCUQB@!Y0WWQ1M[RP(:"UL'BO)4^Z2S91,]R.3CM^-`&:N@ MRWU]KWA*1'33?,:]CD'`'F@[5'TD#-_P$4`;?@V6[U2S75=1A:*Z6(6F&]4) M$C#_`'G!_P"^10!%;3PGXJWT8D0O_9<0QGG/F/Q^HH`/%TT,.M^%$:1$/]HY M`)QQY;C^M`&OXAUNS\.Z1+J-TH8H<11C&Z20\*H]SZ^E`&3X7:RLW+W>H6UW MK^J-YEQY,@?&!PBX/"(.!_\`7H`Z2TO;:^21[6995CD:)RO9U."/P-`&-XZ= M(_`NMEV"C[(X&3CG'%`#=,TA;O4].UYI4(AL1!`L?<-@DL>_3@?6@#+\%72: M9<:UINJR+!J9OY9V,IV^?&Q^5U)ZC''MB@#L+2XM[JW$UJRM"Q.&7HW/)'KS MWH`GH`0@,""`1Z&@!GD1"'R?*3RL8V;1C\J`%BBC@C$<4:QH.BJ,`4`*\:2+ MMD17'HPS0`D<,40(CC5`>H48H`9]DML@_9XLCH=@H`>T,3L&>-&8="5!-``T M,;N':-2X&`Q'(%`#1;P!2HAC`/4;1S0`K00M"86B0Q?W"HQ^5`"Q11PH$BC6 M-!T51@"@!^!G..:```#@#%`#!#$)-XB0/_>VC-``\,4A!>-&([E0:`%>-)`` MZ*P'8C-`#$MH(VW)"BMTRJ@&@`M[:&T@2"WC6.).BK0`]T21=KJ&'H1F@!55 M44*BA5'0`8%`#);>&<`30I(%Y&]0 GRAPHIC 32 g129874g16q32.jpg GRAPHIC begin 644 g129874g16q32.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0RL4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@`````````````!\0```F$````&`&<`,0`V M`'$`,P`R`````0`````````````````````````!``````````````)A```! M\0`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P`````"@\````!````<````%L` M``%0``!W<```"?,`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"`!;`'`#`2(``A$!`Q$!_]T`!``'_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#U5))))2DDDDE*7G?UPM^OC.J6;&9)Z0)^S_LS=N+8T=D/I_7&W_O_ M`/:?_1KT11?8QFW<8+C#1W)@NT_LM24^#WYM%KRW.MR1;/N.4^YQY_6]>RAT^S)9TMHK^SMIQZ M+)EC?5K_.J/0LCZ\'KN(W-?E.Z1+QZ-GYS\=V079OK[?YK_`?Z9>D*'JL M\]?Y)_N\TO59_*T_DN_N24S24/5;Y_YI_N2]5GG_`)I\O+^4DIFDH>JSS_S3 M_T^7\E)3__0]522224I))))2D.R=]7]8SS^Z]$0[0-]7D\Q M_F/\BDIYOJ^'59U:ZQ^90PN#8I>]P<(:/I,:'?UE'I6)4WJF-:W,H)!EN_ M?6=9]9[P-WZ![B8VLLN'SX8Q)3U/K5?OC[_C_P"12]6KC>/O7,W_`%@N;E7X MX]-@JL>P.=99J&.(U]WYVU0'UFO-=KQ6P^GLVGU+0#N=LUER2GJ?6JT][=>- M?]?WE%SFO?7L(=M=)C6!M>%S#OK#E-!?%),`[!<_M]*#O708!&5A49+BYKKJ MVO(:]Y`)$Z2Y)3@=:NPV]7N99AXMC@&%]USRUQ);W:W^2W:H=)R,1O5<5E>) MBMY[+:V;559]8>I;O3].NQK6/<7&FQLN8QUK/?ZMF[<]C5U2 MYS*O^L@S;VU-M^SAY]$LKJ=[=-O\X6N24@'UDZBYNXU5`B?;Z=FO_@B7_.3J MA]/]%2P.)#G&JUP$1K[7A7.D7=>=G-;EML&(6O+B]E;?=/\`P?N^GO6\DIYB MGZP]3.1CT[:GLLM96\BFT$-<]E;G;G6N;]%WTETEW\T_^J?#P\U-0N@4V$\; M3^3XM24__]/L+,+KKKW.H<]N*X,])@M=46-V,&WTMK=GN_,1>GX7669K7YSG M/Q`UP?6ZQUH)(]GZ(M70*`L:1(D@^1_N24AR,F@,CU&@AS9DP1[PB?::)T># MXD&0/ZQ_-7!9?^+*V_/S,L9E$9>1;D!MF(YSF^JYUGI^H+V;]NY:?U1^I;OJ M[U+(SG93+Q?2*1770ZK;#@_=N]2WVNO*J>]YAK6N!)/@UH24 MVURF;BW_`+0R7GJ&,UKK"14_*>QS1`]NQO\`-N72F\RT;2W>=-^G_4A__37+ M91P6]3R7FW(]UO4JW_;<>U@;8/0JR'6., M_G>D_P"G_673+ENBC`LZNQ[+I'R24P%33`=3XMX)T!Y_F!^\K-%SS#;6N:X\:$_YSA6QC4/] M'_KZB;]'_KZB2DK3CP=Q9NETS$\E1L%#GTEH8X!YDB#'L?Y.461M$>C&OCX] MY_.0\C?-.STOIF=NR8V6?1]7_OB2G'ZT>D?M/5UXN:P!WV7T0P$%_ML]4M=Z M_P"^W]STT'!/33U3&).6[4$GQ=!13ZVG\]Y_P`UX-Y_U_?_`.#3'UX/\]Y?S7@[C_7_`-&( M*8T=+Z?CW"^FAK+0"T/$S!Y&JC=T?I>1:ZZ[&8^UYESR-20-O\$7]-/^%C_K M4HR$FY\'&14E.DA:6& MQ^=HZ"E9:4H1`0`!`@4#`P,%`0$!```````!$0(A,1)2$T%187$R`_"!D:&Q MX2)B0M'Q_]H`#`,!``(1`Q$`/P#?XP&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P M&`P&`P&`P&`P&!&[?',+BSQA:'=<@-_ZJU2J#8'B$-;;C$,K3(-A*GI M.%[5-]LJ9A*#-FN8W3T`.%B)G*'C+N?]9O\`9XZ\5=L=:1NZM]/DC&(UD*G2 M$:95'!B]K[9:3V5)U6R()"8``#$AENO7KTZ9*M:)>7>S_P!;!W!("Y2TOQ%U MK40`JY&;[9^PK1L05#=D`;.7,75(K5X(E`X"91`KP_4![(*AT[0JKQ^4!K[^ MLA^U)N!U3U[8VK]5E4,(D3H6G*=(D0`5&Y^RD.SVVQU!*!4#$^W,<>RL?T]H M$Q)*RUHM1`M?M@_: MG53H?^_`#8K*Z;>R.UAYL4?(JLJ)N2/4U*_NW9<,,_9PO2UC!U^R^C]E[?[%^Q?\`%_:8K)IM[):T3]8B]JK3#(EE-Y578S1` MJ)$V5[T_K$2BFB*?VBTA3JU3YIT94I!`ZBKHZH]H1[7:Z""LIHM3NUE^M;>[:9$=+_:B)B-2IE-UZ)]!` MI54T1W>FFFOUI3A1CV3X]^T?X,MJS,3&<)LX0P&`P&`P&`P&`P&`P& M`P&`P&`P&`P&`P&`P&`P&`P&`P&!_]#?XP&`P&`P&`P&`P&`P&`P&`P&`P&` MP&`P&`P&`P&`P&!YV^T$]ISQF]G-2F,UN2;>SNP+.S=.=?:F60:T[3#YXPMR\>0EP!"2HKFOR$!,WQG3*T:T(3UF5C5VK=E3\LY>+PKV`L+9'XUXR/;DC7CAXJ MX>,@5;-U78MT%"L/Y6?9TWZ_5W5[BA6"4EK'?ZK1[E(/)/7<^UU#&QNREHQA M48*J[0K+ZY3&P+TUGYMI&3T2VK;48!X+@ZZQF3!^[;"KMUSV9.WYK7[_`&!( M[%U/7FC>#CIEM'NG-_EU1.I3]%[*L3"3D*[09:+8GJ>M>1-8EG*Z"KQLZ,]\ M&S4S(VLO7:S/T"X5RYFF8R0D9.+=P]DKKJ-(RUILS;""D:[ M(QG(F?1D:GJB4[I$CA"5*X%+O6*;<57*2AJ7':_9.[M@)-W6H>\T"UVJ&\$T ML32/;7)G!Q]B?O:E`H59G-/ZTD]?O2VVX-X]:548-JLS`IG#J602*<2*)JAB MV.X!VR/V/&4'9&SZ-3&L]I3:6WH"SQ$;;[BQDW^LW]MK2^O18$@X)^SL#NZ5 M0[-=VJ`1K9F<7:2[H03;JJ+JA>4'[*SD393'-!6G4<@Q1DX^'7E_.;VQBRR, MWMAUI6`;-G,GKIB,L>6OL8];F\$5SY:FT$\EX+OV8.5$U0LK6_`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`:#+QFLI5HKI#DHHQ.H?5MCDD'T)=56+,[N3=ZMM?=M"V M`K=NBHNI&ND&DH@B10Q$W***CG+$N=ULQZ/:[*R8#`8#`8#`8#`8#`8#`8#` M8#`8#`8#`8#`8#`8#`8#`__1W^,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@, M!@,!@,!@?DM\VM[;,Y(\JMY[;VS(R;NW3^Q;2U&.DEW2H5.$AIE[%P%*C479 M4U&,34XIJDR01["?9!(3&+VS'$IR=CF=_M2W^B:^0DUYJY.+$M&0J;YRYN?:B&+TD?/,DH\'X/SO M653KDRY5>*VK9W7"D50>XA;,&J0L-6[K+6 M).Y,=KW^1B"PQW!D)8U52;+*-EXI0RY*XY(Z["XSTBCR>C*O5>44/:)6_;CL M>H$'-:EX%Q4:K$LK2TJMJVJZG)JZ4H*+6[8ULL6O%L9%!%O(,TY%9]*LB-2) MJEKG@D39^)O$.A:1M0J\L;_=-Z143?%XIO6+/K.OZ@E63?5>V=B49MX%:=L] MU5\:RT'&QK]`!(*\K.P\>CW783<*$K-'H] M?;7'6MUN=E-4=.7JW4V4:2S2_4F+.:=M#&/KJS88UGWQI>CZ],2$MR1B$LM*Q)O'&23;DD#L"UKT7\^X`4I*R*P"O.G5H/F_E";*0?R=1)%!'/[ M_3*=B+!>KC0%@0<[[J%/L6R+[:7K+8E::1E0U[=U3H/@KZ%F>- MW23=L[$#I@^5$3/6'\V?;;`@A8X.1)MRK6EHA'\;;4W4(M:*:]96J!8E:3`KM#.5DG2* M"B0)B)RBBY8#@K0Y:4C(='V@>O811.3@3/74F5%-@S<354V,)W\!Y-LV7?3" MT*QU\V9O#"W9F18R*8]H>[307%?#IU;B)K"JR$6^-S6;.W2=?&9.SUX]JL#( MM[=':!M.VM=EK,M.;0(TG5H#8H04(FU?(P1G+QP];$=Q:R2*Z@KX=&3X.Z^I MDI!PYN?.KW,6[D;M&$DZ.!I6,BW:.\-7Z*8R::RM[@XMS7K%';"/.RKMLY47 M90\"_$C=^FB"HEKX6OK[B54979FT:):N7==JU+U[?Z969*QLYFI=FWU.=BGD MY,V9JT=;4;,4#ECJVWB(YJ@I,*#9GD?'2A8H@J.$!7P@]MA>`2V+L*(HTW;I MG7$??;/$;C)N.]LO`W3:&A]5WNTH@B#9)6>L]*AI>3?M MFQ4T2MV4H[=&G4=N$X3,)+X0P&`P&`P&`P&`P&`P&`P&`P& M`P&`P&`P&`P&`P&`P/_2W^,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,! M@,!@:>_MG_8&7C9&P+UR]X10[2?F[D[>VS;W'QN+>.F)&T.3&=V&]:L<.%DF M,L^LK@ZCV2@UC(N5'XK*L3N5')&24F'2V[I+37LE:L=-GI:JV^`FZK9X!\O% MSM.(>NNY1JWFY5!,&[L3K1\:HJL4.Z5ZF(`= M@WV!#T*<:4]G8Y5F0C>1UWCT&=.VFO'#*N_&.7]TA8#5"^JRHI-=-,FRL):; M-8[(T?MU%VRZ#>*36(X*4IQ5J5GLO2#XS>SGM4L6'@N4]O"3G;35:Y3HETIV MGKQ97E1:M6399ITOJ*,C&+:T\>XJ-O$4\354"*7DC,7:#I9)!)V2L]E?O7%' MV;FM9YQ5;1RLO[FVP*T`VML#!EA7T5&RCJO(N[57&5O;4)Z=Q(5:<$B0N#Q" M::X.SMCIH.HYR55@5N[,8-=,>S>")&6>\D=H*/0DES%J[5G&(JBP3XU1=Z0C M%+(O0%A3=O-_.'=;+(DBEFZ;9J":C8HJIR`EK/9%WE-7./M4V/'0?&NSR-UU M^PIT*TD+;*23MZYLMQ8NI2.L4^FP>U:J+UIC-*,TG3:,%-V#5NL3_G2W:^UA M%>J-N%,!@,!@?:::BRB:**9U553E3223*8ZBBAS`4B:9"@)CG.80```!$1'` MV3O93^P!W1R.ME5W-S"J%ATYQOC7#2=0HUB2=5W:&Y$TE!6:1*$"L5&;I%(? MF3*9Y)/2-7KQF\I.`O$'F=%F8I7]R5B-Q:K5:'*1<=AZUN-/2+WG_$G*XGX=@W51H%$!^Q@>EFF?88>U"W49FO'<7 M[)KR&N$S=@QB([$O[6$:QKA,.I1_P"S M3X@F'J!N@?;6C,W]H;$O$7V2W`[A2M&3FGM'PTEL2,[I5';>RE1V#LI-ZD44 M_,HB9G$SQU,>J)&[)_>^SB4U"]>T0>H]5&9NF>KTBRLF`P&`P&`P&`P&`P&` MP&`P&`P&`P&`P&`P&`P&`P&`P&!__]3?XP&`P&`P&`P&`P&`P&`P&`P&`P&` MP&`P&`P&`P&`P&`P&`P&!\F*4Y3$.4IR'*)3%,`&*8I@Z&*8H]0,4P#T$!^S M@1ROG#GB1M(5S;*XO<>;ZLY*8%75OTSKJPO>T)52@JF^E*ZZ>(.$P7.)%2'* MH0QA$I@'TX6L]T0K?[$[V6-W[[SGAMKAEWYE3']Z$O?=?=D5E4UC]S[PK?6O M#%`Z0`4$^R!"B)2]"F,`RD+JN[H\6#]7(]E=,JF4C=1[!J1!<*+`A7]S[&GH9H*)#$$P"9(RG:./4PAV0*I":Y94A/U;?V7428IG]"VO9@*T M*V$DWN&TMRG6`4A%^8:V-?.#LW=B`E*((?LANB8="]E2#7#NM>[/1.'_&BLNDO[V3CM):Y+-&_P"-Z=].+5Y68<=@JYP+WBYNR4P@ M'0!Z94K/=*UFR9QS5!C'M&S!DV(";9FS02:M6Z8"(@F@W0(1)(@"/V"@`81V MD4RCU_N8J39-68_P#>>_9N?Z#Y+^J^J?C*Q6#1>_9N?Z#Y+^J^J?C*Q6#1< MS#T1E##>!-GBMQGU9NO7V\MB[;W0?2];U&ZUW%I3`PD7.-7;_84=LQXV6<,7 MUA@I&4.P5U\4A(Z,*YD7_BA!$G5/TU)G*&7R>RZVU*ODT:]L75KHJT@<5(EP MML12PPM8(/(A,;?/`RUNK74885^,-F`YD'ZYV:0-W#TK1H99P@HFJ&0-@>R% MVS4U'T!$[(UW*7"@UNTK[;0='NR=>B+M5[?RBB']:KLQ&T2210A&U?XL32OG M<^:%C'4@N@U05$R@=%#5"+>_^#M^X]ZNAMNS6QM2W>ISM]E=>QQ:))W9284D MX6S[9IB?Z&M8?>1!YMPG.69<(8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8 M#`8#`8#`8'__U]_C`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8 M#`8#`8'Y+ENJ]6O'-RSTJ\V]IKZDW#E1-5>XWU_W0,:15K!MMS$V"WO17,1` M&E:B7:SU3MB!.PB/40#,N_1*>8X&4BR-+;/QMM+QL3JM;;.W%%W'MG4^XWT6 M]18[,D49_8][UZ;7BFMZ]?$:$U85Y`U9DGKZ;EFP"1*+>,)!<59/NWLP:(T5 ML#FIP9RH)1L;-2ZCE-%HNB(KX5NP\`-7N5VJ%=YA.(1 MJ[U%"7B9E[6@-L5LZ>.A6>R.$SH734ES-?<;*_LF[2.HR5R:=URR3UNJ#*5L>TS\>G5SA4$7 M7AGU/9'N6X4FL.DV+W[I9NX(U!SXHQ52BLTKU7[J3@WJ&P[QG*;M_;+?5>JZ M_J75I9"Y2^QM:1CA#D3L"EZEB[+2!DI!)>-5A]5;3OTU(3#!)J=^I7JF]CTG M7F9TG(BLT\O-^ZTNQZ]L\K3K:Q)&V"&.V)(,TWK&132\8R;2+0Z;V-*=(LFOBY*17;,FWB7KE-%/MG+VU5"D#J8P`(4:H[&U[?\`S#WAWNFW;RGP MGFOO1M$)9/+/'^)\#YAY,^>^"\;X);NN\[/>=T?L]>R;H%%A]TZ]U:3FG3ANFJJN@VBV4JN^76020.8Y2IB8I2&$0``'!1R6/ MK3C4B"CF&L=YK$)+-TW*)'#91>.DY1J\2(X04*<@F(`'(8 M!#J`]<%&@3R(]@ESL)L[8>PIB0XXU2J[`V1=[#5)*X;]J%83E(^HZ*FS&3YM"DF:%3K;?DS0%I\\R1P9H:))#IJFD3297112%`$^]!0!+ MV>OHQ0U0MF/]A_S*=(.U9&T<8JJX96:^51:,N?(FCU:7&1USL"U:RL:Z<9,* M-G:D8-JIK]-LX`O=N$DP.7[/0%#5"_YG]7RY^5VO15NL$EQH@JI.^!\DL\SR M%IL97IGS-BK)QOE4T]*A&R'F$:@=PAW*I^]0(90G4H".*&N'W!?J]OM`+1!2 M-HK+[C78JS#G>)R]B@N05/EX*+4CV:,B_3D9>/(XCV)V,>X376!50HI(G*[R1H:EV3BQ;Y@K95Z:*J_)&BS\D5F@=)-9V9C%'=N@;( MJ+D*93L]@HG*`CZ0Q0UP_0%U/L36%`H>L-26;:VK66PJ?3:/0)NL!L&JFED; M;"0,5`/89*/-*$?JO?-6YDB)=T"AS"``7J/3-.4LL6S9^M:$X:-+SL.C4MV_ M1.Y8M;9;8"NN'K=(_=*+M$)B09J.44U/M3&(!B@;T"/7".=YL;7L=5VEWD+W M36-+?]QX&WO+1"-:N\\4TSCHBZC:&KEYK$W+.$VR)W#E1".C)1T\5(W03,@0'!17;=L;7M`\O]_E[IM)\V\7Y5[[K1"5OS/P'AO'>7^-1[WN^UW?>D[73M%ZA]I["H*M2&_)7BH*40"**#=4[+"GJ0)HOS12R@V, MKT8<")2A#-C#WW0K@!3'[<.F!PU+96N;\H^1HM_I5U5C"(*2252M4%8U(]-T M94K91\2'?O#-".#('!,5`*!Q(;IUZ#@6'6^3O&NY69E2JAR%T=:KE).G#*.J M5;VS0IRS/WC-%=P[:,H&+GW4JZ=-4&JIU$R)&.0B9A,``41`4=F\W.W6]U:K0UA[;4CXGDW+*R-M9 M2:\`R2BR>EP95P4$`])^S@4W7^_-%;9DGL+JO=.IMF3$:Q&4D8G7^QJ?KQB[V.<(D7*04 MC*H*$`PF(8`"KV'<6HZC2X;9%KVGKBL:[L242O7[[8;O686ESJ,^Q-*02T-: M9*3;0^>UU*] MU:QUJN>7L"RK_P`]G8>5>1<1X&+.#E;Q"J?=-Q!0W0@]<"CT3D3Q^VE-GK.L M=Z:OT39U)M\V2-:J((NI$\57YN0?E8ME7215%A3[LAE"@(@)@Z MAT9CD[QKKUJ2;-!7N M%G<IO1@<=#W3IW:C.:D=8;9U MIL>/K?<>^)_0[W5K>S@?$I.%VWG3JO2LBA%^(09JG)WYD^V1(XAU`IN@6S3^ M3O&O8=CCJ?0.0NCKS;9CQ?E-6I^V:%9K'*>7L74H_P#+H2%GWLF]\%&,EG"W M=)&[M!$ZANA"&$!0N')WC7KRQR-/O_(71U&ML/X3S:K7#;-"K-CB_,&+648> M8PDU/LI-EXV,>HN$>]2+WB"Q%"]2'*(BBZMA[BU'J)&+<[7VGKC6#><5=(0J M^P[O6:4C,+,2(*/D8M6R2<:2059D=)&5*D)Q3!0HFZ=H.H<;;=.G7NOW&V6> MV=:.]5M.]\5LQM>ZLOK]MW$@6(7\17^J75:'1?'738K2B5;EI(\>D\.U5*D94"` MH*9@+U[(]`MZ'Y.\:[#:FU%K_(71TY=WDFM"M*=#[9H4G:G4RW.JFO$MJ\RG MUY=>3040.4Z!415*8A@$H"`X*3V=F\8G)-C'2:KF.2,NF5!0XG1*)PZE`1P..#W3I MVS4F7V76]LZTL&N*_P"8>?[`@[W5I:DP?E+=)W*>;VMA*N(*-\M:N$U7'?+D M[E,Y3'Z`("(4R@<@]";7F7-=U;N_4.RK`RC%IIY!4#95,N4RTAFSIDQ<2SF, MKLU(O4(Q![(MT3KF("155TR"8#'*`A9=LYD\1Z*]F8NX]`>^#XB-$Z:TI[[/*O?5\4FL*1K?WS>0^9>1^ M^#WG0<-YSY-YR\\)XGO/#^+6[OL]Z?M"LSG*S:?PMX=:\N<=L>@<3>-%&V'# MO7O6KU9-95)UR#>,:),(Y!]8K-5Y.7=HQ M[%!-%`JBQBI)$*0H`4`#!68ZKSV?Q\T)NZ&@:[N?2&H=NU^K+&=ZBAM84B,UA,^9K).)+S6@LH-"J2'F"Z!#K]\T/WIR%$_40`<%9 MSKBZ>I^,7&O0LA+2^C./6CM,2L^R0CIV3U/J:A:ZD)J/;+BY;,)9[3X"'S*71#9$?HC5K* M^H7%60/+*VQ&X-JJG84[,I**&Q->U74FP=$Z:O6J:+Y'[R-97'6%(L^O:=[V(1U6 M:U[U:7-P;ZMU[WO5M\M'L?"-D?",5CH)=A(YB"*SW<]%X^:$U=1;%J_6>D-0 MZ[UI<%I=S;==T76M,J-%M#BP0[.O3R]BJ4!"Q\!-K3'4O?5MJRO$WC1)[0<69.Z+ M[(D-$:M>WU>XI2!)9*V+7!S55+"I9DY1,KDK\S@70."@H!^V`#@K/="\#Y)J*9UA2)/6$-Y8LJXC? M*J"]@UZI'^7KKG.AW+0G='.82=!$1P5G.N+GUAQ\T)I&&GJ[IC2&H=15^TK% M"UAK6F4&&L;@K4S$J\]&52%B64NL5DWDVBK"108V*LU>,EVB,@Q7417* MFL4JJ1S$,`E$0P5F>KIWGA+PQV?:YB^;+XC<8MAWBQ+(N;!<[SH/55MMZ^-M\<^/>_\`WO\`Q[Z) MTUNOWI^:^]7XV]84C9'O9\^\M\\][_OQ@YGR;SGR9GXOPW=^(\(CWG:[HG9% M9C*7.AQ\T(UU*;0;72&H6VBC(N6QM+(:UIB.I3-WD\K:G:!M,.Y5C4)M>GP,,I*HQZCU8R!5Q4*D98XD`!,;J6LSG+AK?&+C73;,RNM0X M]:.JMRC73A['6VMZFH4'9F#QXBNW=NV4]%P#65:NG2#I4BBA%2G.10P&$0,( M"2KLWCC?QXV;/*6G9.A=+[!LZK9LR5L=XU=1[9/*LV91(T:*2\]!/Y`[9J0P M@FF*@D(`]"@&"JNW72VG-DPT'7=BZFUI?J_6>S[VX*ZT2K6F&KW8:D8D\CC) MR*?,HGL,DRHAXM9A*11EM>0]'K,9 M1I1&7+V)9*1J3*,0@'J4H3T."JMS`N'H/VL"FZ_T'HK4TD]FM5Z6U-K.8DF( MQ_,QZN;"T3I#;;R.D=K:;U5LV0B&RK*) M?["UY4;H\C&:ZO?K-(YU9(B279-EEP[9DTS%(8_I$.N!WG^G=1RE!;:ID]6: MXD=7,DF:+/6S^CUEY06B,>Z*^8)-J MEM.ZK9S4=K#4VM-<1]D[CWQ,*'1*M4&<]X9)P@V\Z:UZ*CD)3PZ#Q4A._*IV M"*G`.@&-U"V:?QBXUZ\L<=<*!QZT=1K;#^+\IM-/U-0JS8XOS!BZBW_ETW"P M#*39>-C'JS=;NE2]X@L=,W4AS`(J7#C%QKV'8Y&X7_CUHZ\VV8\)YM:;AJ:A M6:QRGE[%K%L/,9N:@'LF]\%&,D6Z/>JF[M!$B9>A"%`!5=6P].ZCVZC%MMKZ MLUQL]O!JNEX5#8=(K-U1AUGQ$$WRT6E9(R2)'JO"-4BJF2`@J`F4#=>R'0.- MMI;3K+7[C4S/4VM&FJW?>^*UFVHE60U^Y[^0++K^(IB442N+=]*D!T?M-A[3 M@`4'[?[;`XM>:0TMJ):4 M029G=*F2*J)P3%0PEZ=H>H6]#\8N-=>M3:]5_CUHZ#N[.36FFEQA]34*,M36 M9<'547EFUA90"$NA)KJ+G,=.-_'C9L\I:=DZ%TOL& MSJMFS)6QWC5U'MD\JS9E$C1HI+ST$_D#MFI#"":8J"0@#T*`8*KAN>G=1['@ M(>J;#U9KB^5>O*MUH"MW.CUFT0$<9'C6JL/#SD8^CHQ5M'*F03,@F02(F$ M@="B(8''!Z6T[6:3+ZTK>IM:5_7%@\P\_P!?P=$JT329SS9NDTE/-ZHPBF\% M)>9-6Z:3COD#]\F0I3]0```*90./FA-43+FQ:MTAJ'6M@>QBT*\G:!K6F4V9 M=PSETR?.(ES)UV%CGJ\8N]CFZQT#'%(RJ"9Q*)B%$`B/S5]GKJ/D=I/:E7UU MJ70%*W9?YBNV%IMN3UE66,^A/L]C5RZ66/UF5F@?BK"UJR:QV]>'4U!>!>-"! M.(2&O&J*8N`6;]RNKU3$W8,4L16J6>$,!@:?>YT%)C>W(9[)24ZZ*BY7[/[*[.H)C&4[ M>31\>6F#7?NEU!@FQ0`17G``?L"-BL0`/H*;T=93T_:F`?\`[PAEX[-L&N_= M+^>2-/VS-?=)8?=3''9MA-=^Z3R1I^V9K[I+#[J8X[-L&N_=+:AX+/'DCPDX M=2$B[=2$@^XK\>WCY^^-Z)SE*C`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8$'? M:3_'&3@[R&=1U8I^BUG-=3GS5S>3V@[*E M:_8FJRGIKCEK38:>0"1+]LD5R9+["PX6*XT2.PA@,#4#VK_/7R&_K+\E/P[[ M"SU_%[+?KJX?)[Y^NBEP-3L-G*_-`QBLB6,\K\<*:K=/P_G4RPK\7VO$+)=K MQO0R@";H4!$-S,0S2K*-%DMLZQ)=$JS`OXV1EXDC->948=IS%EJ5 MVA'3E_6W2P&9.I%A8H]%L*K?OE$5#]4Q*H4IRR=,TK*Q6*LN16V=Y4AJUA%] M?*.4EXV(7\C6+8%7Z8U.(T"=O97D/&2@/XR29Q>KHL2NW")"D\U>$](=4R9T MVSU^L?\`U:W1T^L'8D.2VY9-9W)*ZW;E27K4@Z3!O$7!%BA&KR\C87LP(4)-3]>$CA5J@ M/+578RY,Y20J[V0;OF#8B,TRA)FO2KED*;HPB5!ZV/U`/MP#J`EB*S$)>X1_ M_]3?XP&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&!&CD5I:G;AF M^,LG;;Q[S'.E.2]5W336O>Q:?OXN,%KW9]18T?I)K(J*^815W>O.RU`[H?`] M2E$@*"!8ZI+X0P&!IX;=FH=IO'D0W=2T8V73Y+\DN\0D!`<]7Q3&BW'ZJX?)$ZIP^J.UKS>TCJU>7=TRW1,4\FT(AJ]> M(3/AG8-H>P1=C2;(N&,FS5(@\>1*:3D@B8JS8YTQ`.UU#/2`JBCQ_`2#)_7UW39W-.8]+R_`3B90IB--N./UC_Z5NSHN.5YGF<13**B6%):D][D MK!SRDW.FGDI]W,Q-5BW'1?(&JR:K9(S=9L@94>B8F+VQFBVN,DW3 MM8]'DP\4UC$:F@E`O3+%(RDF9G.&._?%7_`/3L-_K- ME_R^6L=TI/9M-<"1`>"_"X0$!`>)W'00$!Z@(#I^G"`@(>@0$,\+TSG*6.`P M&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P(X\NMAZ7U/QJW%L M;D336VP=)5&H.9;9%+>5*"O;6Q5Q-VT26CUZA9E$H&?(=PJF;N'1@2'L]1]( M!A8K7#-(["/_U=_C`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8 M$+^7VC[YN:R\+)2D-XQ=IH[FA1=X7T9&23CSMZ'`:EW93I%Q&$4(<9*3+-7J M/*1L7H8R9CGZ]"#U+$Y^B:&$,!@8JE=$Z0G9)],SFF]53,Q)N5GLE*RNO*C( MR4@\<'%1=V^?.XA9T[Y M\W/CW\A.FO5A2/Y\W/CW\A.FO5A2/Z.7%G0&B'^L[.N^TIJ1ZN MGR-YB,B+.];TYRJ1G&\N=WQTZ1 MOS<^/?R$Z:]6%(]P\%9[GS<^/?R$Z:]6%(]P\%9[GS<^/?R$Z:]6%(]P\%9[ MLL1T='P\>PB(A@RBHJ*9-8Z,C(YJ@QCXZ/8H$;,F#!DV(DV9LF;9(J:2292D M3(4"E````PCNX#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#` MC1S'U+K7>W&#=.H=PWOXL=8WZFN8&YW[S>`@/>M#K.V:ZDIYS:$UJ_']VL@0 MO>.RBD':Z#Z1#"QA,2DOA'__UM_C`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8 M#`8#`8#`8#`8$'.9^R=FZ]M/!EEKB9DXACLKG'0-;;.2CHYI($FM92FG-[3\ MK#29W3%Z:.C%[%68M8[E$4%BJ($*"H%.8IRQU]$X\(8#`\`ME>TWY30.T=L5 M:K1.@&E;I&V=I:_A$[!KO8LY-JQNOK_8Z4T>RLK';KK;!T^D4H$'"GT/6WXM5L7:F+KXMFE%F?6D\Q?VGQH]4NTOTA\UP?Z_3^4Y8V_K_"J MPOM+.<%EDD(:NUOC[/S#HCI1M%0NE-NRLDX38M%W[U1!BQY`KNEB-&+55942 ME$$TDS'-T*41!/PTSO\`K\G)7*WZ_#AD?::\\^8F MIZ@:.9,-#+P=HO\`N+83"7FM.;4(D_D]F[8N&S[0RBWA=_-VKN/@+!=EV:($ M$YT6Z:1%#"?J87!_O]/Y)^7KI^OPO#ZTGF+^T^-'JEVE^D/C@_U^G\G+&W]? MX/K2>8O[3XT>J7:7Z0^.#_7Z?R`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&` MP&`P&`P&`P&`P&`P(7^T2T??.2?"7DAHK6+>,=7_`&;KI[6JLWF9).(BU91> M0CW"9'LDL11-FCW;8W4XE$`'"Q-)B4T,(__7W^,!@,!@,!@,!@,!@,!@,!@, M!@,!@,!@,!@,!@,!@,!@,!@1>Y)\AGFA)WBY#M*LVLI>1'*&I<>7J[F55C#5 M9G9=<[4O1[2U328O0E7+177)&P-3B@0Y79C]Z`I@4Q8BM4H<(8#`U`]J_P`] M?(;^LOR4_#OL+/7\7LM^NKA\GOGZZ+)SHPE5':8W+J*S0$TRKT#)R$Y3$$V# M:>/!D8G=[:K-RJ*%;\EN9V+:R65H9K(E!BB@]164:E-V54%""ISFZVZ)BOU# M6F89/KLSOUFRCF\I2*I/LN_4D9*QKV:)?A.2$ML.I[)0LB[RM6L$7SXDS=HX MC9=MVB%0?FZ`(%7[,_KTGZR6LKK4?$;%N5M MD&)7<"V2LZD<_*_E-Z(.2-^T*!EHN.<`)UFB)5)_6*8S]?\`Q?[93##FPHK> MVTJY"L)6CUQ-"MKV2=-(L)VI&E5#3"%HNS^/?K+3ZTBG(PT MJN&U-?\`!'D[<](2-FB=LU[6CZ0HLE36BS^T,YPDC&II+0K-NU>K.'H(J'`" ME2./01]&)6W.$X\(_]#?XP&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&` MP&`P&!&CD?\`-T1?<=)'D)]J]C>2]`^;\M_VZ'N>1RWZZN M'R>^?KHLH!$H@("("`@("`]!`0]("`AZ0$!SHPRU0[W:75M@H6>V5=8>J6>[ MQSBZN4+C,QZ2B$[,LRV>?D%C/#-SR"S4QUEG2Y%#&,0#'$W3,S$4FEL5HL3- M5I)$[I84ECS'9@8;L6(]KSRM41HC M*C[CMMK52K,DSF)-O2JL&UG%&[QDU!DO+(,9-5B0P.^UVRH*B'9Z=GTX M6(K,0E#A'__1W^,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@1 MHY*<=OG#?$%_VP]Z'Q&\E]5\B?X/^?\`OH^+/SW_`+'_`/7<)Y)YWYW_`-8? M\[\-W7^+*]K[4J2^$,!@>2-Z]DM3KG?;_>&W(3;5;"_7V[;`=0,?!:R>Q\5) M7RTRUNEF3!U*T]W(J,49296!'OE5%"I]DHF'IUS=OR76Q2,DFVV9K,8K6^IT MJWTGMR_6_P:+.Q]3I5OI/;E^Y M?47P'QRW^#19V/J=*M])[U1IN$DI&9A M=2ZUHNLHB7F`:A+RL70ZO%U6/DI0&#=HQ"1?-(HBJ_CKA8K6* M9I+X1__2W^,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@0=YO: MWV;L?YH?Q:0TG,^\/G%H'9&P/+)%I'>5:RJ_OL]]+?,?'1C'QR'>MTN^ M65[0=E(_0>A8ZIQ80P&!YIN/:R<0$'3UJ21VR\\"^?1ZCIAI/9+MDLO'.UF+ M@[1TE`"DY;]^W-V%"B)3E](#T'-19=,5BW!*VQA-T5<7UM'$/]L;D]1>S?@_ MEX[]LFJW=!];1Q#_`&QN3U%[-^#^.._;)JMW0?6T<0_VQN3U%[-^#^.._;)J MMW0PGQP]IIQCUUHW6E(M9=OL;%6ZVC'2S1'2NQ'J2#LCARH8A';2#5;+E`B@ M?;$,(9.._:LW6S/NAFSZVCB'^V-R>HO9OP?R\=^V4U6[H/K:.(?[8W)ZB]F_ M!_''?MDU6[H<:WM;N'S=%5PN[W&FB@DHLLH;1>S>RFDD43J'-_V?_O2$*(CC M1?M*V[H>C-8L<3<*U7K;`KG=0=I@XFQPSE1!9LHXB9M@WDXY=1LX(FNW.JS= M$,)#E*<@CT$`$!S"JY@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,! M@,!@,"./+KCRSY8\:MQ<>5H]ATAV'"/9'L'#J/4L=4V<(8#`TU-?U:Q7%V:!JT.^GIEU, MV-@<1"$^W%=$R7?PKDX)MY-+M M].\9K''H4X=0$?L9*C^14%-3KPL?#13^5?G%$$V+!JLZ>+&NS(KN"MFR1U5A0;-U':ZH$*` MF[M)JD90P_8`H".$?S85.LM5K4@M/Q2T:G(QEE09&55;*=^M$(J-9),`;KJF M(9HX4`ANT!?2/HZ^G)6)B5I,3#;`XY_D]Z)_H:UA]Y$'GB>J]JUHOXB??)4W-L^.+D;K#1,!X8[`OO:LNPO//*K8X\>FIVFT-Y0IVP1[+@> M\#L"'IPJ1N$,!@:;^K+8]HECAKC'-FKQ]6[?-2S5J][T6BZS2R2AR)N.X426 M[HP_9[)BC_\`#GKMBOQQ'APOPON]4@X7E!=Z_"U6'B8V)8#5&$E).'DF9\+Q\U:P,6"?)7&$L,"\5=J2[E=FQG)F^3#8C%5:1.H@6NFO[A)@ M!3%!)!NDB;MMSN47#1$4I)JG%;4)OM]`NZ?+,J?`#/5"!KE;2EEGDX?S.)K, MXQGF"3Q@$B5FDL=W'D*HHD4AA)U`.@^G+-M:Q7!*^%S0O+;9D1(UZ45%&7=U MMI'L62TK*V)PL+5HCIY%VD#@)GC9XU6@*X";RO,X`3(J3C=5)-I`6VM`)%&TLB9:/5C;FZ4,P6 M%5H+Q-%<2"9(H9...YJGLB?>+'.SE:ET9>5>2*3=I:9%NFZ5%4K=Y.(G=RZR M`#Z$0?NT@54(7H05!,8``QC".YC"4C.&V7QS_)[T3_0UK#[R(//"]4YRS+A# M`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`@Y[2K<.QM`<$>3 MNYM1V+WI;)UYK-]8*?9/*(*>\GET9&-03=^3V:,F8&0[*3@X=VZ:KI#UZB7J M`=$K&,Q"<>$?_]7?XP&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P M&!&CDI6M$63X@OCUG_(/(.2^J[+IS_UJXB_.M[Q7GOQ>P'_-VZ_F/F/?O/\` MFJG836['VQPZ!A8ZI+X0P&!JDI<(^#YF?.7Z'FRO6EQ0_2,QS6>3CGO!\S/G+]# MS97K2XH?I&8YK/)QSWA;--XR%N=1XF[*EJU8619"'DOC'XO,/&,SG. MF5;P;*]:7%#](S+S6>3CG MO!\S/G+]#S97K2XH?I&8YK/)QSWA3Y?A5SJ?14FR1X>;(!9Y'O6J0GVGQ0*0 M%'#91)/MF#D480+VCAU'H/HR3\UM)S6/CGO#9TTM7Y>I:(:NO!2\-5HJ.DFGBF2SEDY\,];')WB*BB1^SU(8Q1`1\SK+)F`P&`P& M`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P(_\J]QQ''KC;N_><]4B MWR&U+K6U7^2IAG39B%F:UF,7E%(?QCUC)M6IGH-^R"BC=8I!'J)!Z=,+$5F( M6#\[2._B0]_UXA[F9*KIE__6W^,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@, M!@,!@,!@,!@1,Y7\?K+O[YM7O;FH.&^)3EGISD#/^>"_#S6M:W]\?FD+$>`9 MO.LX^\Y3\."W=-_M#=M0OHZECJEGA#`8#`8#`8$:.''Y,&E_Y&MO\L>86OCQ#GWSK^+KI3SZ!DXP%!`S,#.>O_ M`!8";H&%BM8IFQAY-Q2_TM_^?6S_`)+)@M;G_]??XP&`P&`P&`P&`P&`P&`P M&`P&`P&`P&`P&`P&`P&`P&`P&!!WF]#[;F/FA_%,VO#CROG%H&8V9[R%I='N M-2,??9[\W-O\H52[VCI=ZV\P(Z[3,W5/O"C]KA8ZIQ80P&!KE\D>9W+2NFS1^\D;;K"RSKQPM(S*YS'6=GZ` M8"E`I0`,[6?';=;69EB^^;9I$0P[\^#FO])^X>K3CC^)+-\-O>6.6>T'SX.: M_P!)^X>K3CC^)+'#;WDY9[0?/@YK_2?N'JTXX_B2QPV]Y.6>T*#5^7/+BEU^ M*JM7Y&6F&K\&T(QB8MKK7CL+=DT3$QBHI"MI5542@8PCU,8PB(^D<<-O>3EN M[0KWSX.:_P!)^X>K3CC^)+'#;WDY9[0?/@YK_2?N'JTXX_B2QPV]Y.6>T'SX M.:_TG[AZM../XDL<-O>3EGM#WKX1;)NNWN*^G]B[$F??%=+)"RZD].>71,2: M4C"Q-)B6*?FG6'^ M-L-_T%]_Z62BZO#_T-_C`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#` M8#`8$0^7._KCH/YL7O/C:S)?'3R\TMH&T^^5G*//`4[8WOE\[DH#RN9AO"V9 MKY,EX59QXIJ3M&[QNKU#LECJEYA#`8&IKRD_*\Y7_P!,B7X,M<9ZOA]GWC"^=7-E;6>PTJ*QV$SYFDY^%=HOEW#P>TP*2#3D6 MP+HD65*+KIW8E,82YNBM/58FE64I;8G'1N^F5ZWJMTZ2(=*&13.LHD[S2^D5N^L/Y6MO2%6?[2X MYN3QJ;;7%F;Q[)\5B^9'0:G+-U!/;E5MS.,<+(VYNZ9+1U$BY&.$I5%CNW+T MACN"=RFJ5IOW?5"MO98EOMNBI>BR;.O4B9@KZZ6ISMF^;LT$(1NY;4ZG,;RD MJLXMDPZ"/D+BTFW4>B@U;E2;N4N]ZB)4FMB+JXS@5MI.&*/H`)A```1$1``` M`ZB(CZ```#TB(CFV78B(0[:#=H.&BS>35>'*"1RJIF*?IT,&%C.*L&_%]O+_`$3<_P#6 M#C_/_I1B$8'('=W(_6%EA8C3'"J^=MRK:NK3?'B/VEIV#LU77E4^U-M'>PK#;F&L)0 M]7/]JL=G)*D=#Z6XJ!@PKFZVEMN[XV#3KQ/;4XF7+05GKO>^].B6/:^E[[(; M"[$6L]3\MG-;7"Q5VO\`?2"9&8>9N&W0Z@*#T2`3`,.['NE^0W*W8&P8JK[3 M]G[LC0=,>MI1:1V;8]^\:;Y$PSAG'.'4>T7K6M]C6*VO#S#U(C4AT&IR(G5` MZHE3*8P"8CNZ6QN56_*)L^>HD/P`Y%;,JT?+1K2$VO1+CQ^/3[%$OF$:X7FB M1]FVQ6[7%>6/W3ANNV<,`6_YKWA.T50@8*13-D7D/OO9^F'M6:Z]XG;KY*(S M[657E'VIIC4L6WJ2L>JQ3:M)LNR]AT==9:7([.=`6A')"E;G[P2")`,(BO5V MOCTV5\W/XZ_FL;E^,3Z,OFVJOC=_AU[T_P#K7W__`!8_]1_]H/\`KW_JS[3_ M`!O_`)O@IC2IQVWILK=/OP^,/BQN7C1[VO>_Y/\`&W+:JE/?KYSYWYA[W_BR MO]Y[CWN>5(>+\;X7M>/1[GO.BO=B8IU8SUMRNW?>-FPM$L?`7DOJ^LRDG(L' MFU;A8M`.Z9!MF31\Y;RLBTJVWYZUJ,I-9HFBB"$>JJ"C@@G(4H',44BE:NSN MCE/NK5^P96FTS@AR1WG7X]K%KM=CZYL&A6%4EU7\NFK%K>MMU.R$6B7"Q MFRXK,4R"JF84Q.3LF$1$3U9,WONW8NI*U4IVB\8]O<@Y*Q.3(2U6UA*ZPC9F MG)%8)O`=3RNP[W38I=$[@XMP!FXX01:^5245?W^O$O-TUC*H>)F4.R1,W>=@W0!%, M:54+C]R*VQN.RS4'?^'.^..,;%P8RS*T[6F]-2<-.O@?LV80$=L2E,)BG5:$/RNW?)[<;:Y>2\)4E[RM5%-RR%BT`I M0FT&G+JQI+\LQ8[?=7,:RLT3!Z5,L8:0\.<`%N"G4@"D4K57-[\F-PZDNZ55 MHO"3D)R#A%(-A+'OFL)W2$;6T7SMP^17@#M]A[3IL^,G'IM"**F!H+<2."=A M0Q@.!1$1/5>&RMZ;*HVG*!LRM\6-R[2N%P]ZOG^DJ=+:J:;"UU[X*L_GY7WU M/[5?X"D.?>C*-$XA]Y;*O>V^<$,W[YN!UBBF.;LZHW;L78>J;IL*U\8]O:?M M57=6-"&U!>I76#V]7E*%K<=-QSJNO:=>[+3VZ-FD7JD6T!])-#D>-5#+`D@) M%3"8IU6-HCDQN';=W5JMZX2_(L7VWVMS"LHM%!>F3-&%D/#D$`;BIT((I%*U7SR$Y!;3T MU,UZ,U_Q$WCR19S48Z?2$WJ>9U!%Q]:D/E7KM(>^(+9)=( M"!T,<#>C!$5ZJG9=Z;*@]$0&VXWBSN6TWJ8\J\?Q\AI;526SZYY@X71=>:R4 MK?V&O%?*$T2JK^&F5^T10O=]LW4`%,:5-#;TV5MV&NDG>^+&Y>/3RK^"\FA- MHRVJI*1O/BFLBX7][BFN[_3/GZL>X\4P0[3IHH*?;2%-0\6(CNR9R)WILK2WO/^+SBQ MN7DO[Y??!YQ\4DMJJ+]Y7DWDGE_O@^,V_P!&[_WQ^:K^$\%XKL^`6[[N^J7> M5(BO5V6F[=BN>/!]SJ\8]O,]A%:O5PXUKRNL#;:.JUMJ]<1:EE$;VKK3OG\2 MB693$9P"`P4*4PE<=40%,:54GCMR&OVZWUMBK]Q1W]QK?5=&)=M'.WPU>]@; M8WEA=$!&L3>N-C73D8Y79VR:!IR+UE"DCVCYT23F96`WM9K$A&2)F0(MCHQ:ZAEET M@,0A1,8@IYA4]X03.H>,;R-Q MW919HTG&B3LN2&CRIE,(=@YP]("(\PRU=Y*%LSC1Z%DX\6O8WGEJAKG%KR=8 MUG*M]!6B$C"R47>KBI<;>P&LV&N#)K-V[FO!+2J;GOB-BG`>T8=\6=L(8#`U M8=T6)&H<]=^6QRW5>-ZQR/K%B7:('(FLZ1A:5JV25;HG4^T(JN1L)2B;T`(^ MG/3\<5^.8]7+Y/?'HJT?R#KLG8BV#8M'1NAU[4^E'[25[N>;&K\C-::!Y&L@ MM:\TLSD5Z?KZ78`Y*H"B!Y<#H&2[LO8UIFE(FGU+&KO`?<.FDVT&@UT]'F.V MKC6OS;AY$U=5S(IILI%-9T51-D1$DT#IX0?-$DFSY4J)3")#=`"Z;MQ6.RG6 MG:^I)2!NT;`ZHC8U]8BI#`O74.FR<`R>))%D5@>OI M@4`\8!2]DI46S6,2L8X'QN:]&<;V-W6IJ:')&IQ3MXTF9E9XF95/M`3HD!BE`H%DVSW-7AWV_(C6 M$-.V*Q5/4,/5Y%U7Y6-K?EGI'HG M)D#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`BSS?W';>/7$ M#DEO*A)PZUTU/IR]7NKI6!FO(PBDW7(-U(QY)5BV>1[AVQ,X1#O$R+I&,7T` M8/LX6(K,0PW\Z#9/_P"0K/\`JMU[I9*M:8?_TMQ7V:NMMFZ@X(\8M9[EAI.N M[1INLV,/=829D6DM*1LTG(R2RK=[),'TFS>+%16((G3<*E$!_OL0LYS1./"& M`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P/.W9_LR>/FUME M7C:&<="GE48:*@N_9,'5=D%&A5&$,AVB@J)1.`F#I MUS47W1%(G!)B)SA8_P!4;QK_`([;^]8D5\$,O)?N--NV#ZHWC7_';?WK$BO@ MACDOW&FW;!]4;QK_`([;^]8D5\$,-?\=M_>L2*^"&.2_<:;=L'U1O&O\` MCMO[UB17P0QR7[C3;MA/S3.I*GHG6-1U+1QE356EL%X^(4G'_FDNJFZD'DHY M6D'_`'+<'+E=Z_5.)@(0/MN@``!F%9.P&`P&`P&`P&`P&`P&`P&`P&`P&`P& M`P&`P&`P&`P&`P&`P&!@'E5LN@Z:XW;OVMM.G?&%KC7NM+9;;M1O+(6:]]E: MA8IP]EH+RFQ'2@I'S%JD9/N79BMS]KH<>G7"Q%9B&,OCYTY\E_\`^H*M_P`K MDJNF7__3W'_9P[HV#R)X-\:=W;5E6TWL39&MV5CMLLSBXZ%:OI9:0D6ZBZ$5 M$MVDGIPLQ29A-G"&`P&`P(O;L>7R7VOI'6=0VE;]41ER MB=L3EAFZ-#ZSE;`^/3&=,&'CRGVCK[9$(TCQ5L*YUNY8IN#F*0`5*4#%,6,I M=KXB=I?31Y+_`'*\.OT3L'V/B)VE]-'DO]RO#K]$[!]CXB=I?31Y+_2_W*\.OT3L'V/B)VE]-'DO\`2_W*\. MOT3L'V/B)VE]-'DO]RO#K]$[!]CXB=I?31Y+_RM6 MK\R.0A*_3=0Z0O\`&/$J?Q$+,KS.RKGR#KLZV?N#\6CLE8QHRU1'&:$3;I*I MJK.1445*=(J(^S+WQ$[2^FCR7^Y7AU^B=@^SX)H;:93*"/-7DTH"AP.4IZKP MV`J)033)W:?8XE$,)!,03_;B2_W*\.OT3L'V/B M)VE]-'DO]RO#K]$[!]CXB=I?31Y+_2_P!RO#K]$[!] MCXB=I?31Y+_9W(E2QZYTYLZ]U\DI3N'SJ M-/-U"DS=@BB2+5'BJU5H"/1F/XB=I?31Y+_`'*\ M.OT3L'V/B)VE]-'DO]RO#K]$[!]CXB=I?31Y+_2_W* M\.OT3L'V/B)VE]-'DO\`2_W*\.OT3L'V/B)VE]-'DO M]RO#K]$[!]CXB=I?31Y+_2_P!RO#K]$[!]CXB=I?31 MY+_2_W*\.OT3L'V/B)VE]-'DO]RO#K]$[!]CXB=I?3 M1Y+_`'*\.OT3L'V/B)VE]-'DO]RO#K]$[!]EJTWBK<:%$/(.L\Q^3;..?6J] MW1RBM7^(3PY[!LB[V'8EM=`JZXI*J$2?6JTO5R)`()H$4!-,"ID*4!7PNKXB M=I?31Y+_`'*\.OT3L'V/B)VE]-'DO]RO#K]$[!]CXB=I?31Y+_OOQ88*^#YNDW])KDO\`=7K[\6&"O@^;I-_2:Y+_`'5Z M^_%A@KX/FZ3?TFN2_P!U>OOQ88*^#YNDW])KDO\`=7K[\6&"O@^;I-_2:Y+_ M`'5Z^_%A@KX/FZ3?TFN2_P!U>OOQ88*^#YNDW])KDO\`=7K[\6&"O@^;I-_2 M:Y+_`'5Z^_%A@KX/FZ3?TFN2_P!U>OOQ88*^&%]7:LO-LO')"!E^3W(X\?K+ M=$%1ZL5"Q:\052@7_'C0NR7";U4NLA%XY&S[!D3@H;H((F33^P0!$5RP9H^; MI-_2:Y+_`'5Z^_%A@KX/FZ3?TFN2_P!U>OOQ88*^#YNDW])KDO\`=7K[\6&" MO@^;I-_2:Y+_`'5Z^_%A@KX/FZ3?TFN2_P!U>OOQ88*^#YNDW])KDO\`=7K[ M\6&"O@^;I-_2:Y+_`'5Z^_%A@KX/FZ3?TFN2_P!U>OOQ88*^%0XN3=DG-3NA MMEEEKA+5[+&A-24#K3D;M;7=4&5/$1T3'N)!K5JNR156(W2%3]'U1LOCONC7^]+2WH^F[CKBTU[9M MP=V6'IK:M4N3BUVT],KVNP$4A*\DQ8'.H+MT44$0#M'#H&%BM<,V-_BFXZ?* M&R^[RL_\EDP6MS__U-VKB)O>M8Y#MA-^Q%`GVV%F*3,)'81'+DUR:I/%:DU^\7BOW2T-;1=&=$A M86B,ZZ\FW4V\KMFM('.%ILU2AF[%O#5)ZHHHH]*;M%*0A3&,`98B9FD9F$16 MB/Q^XXK]O[&NS=^[#5Z]I_JZP[6T9>8K1O(I)CKR3V M"-E.JUTXZ;9 M9&L6*UL'E[C-<)0CJ/J[B%;RCF(MNNR@F8C.6'OKKN*^%^7COVFJW=! M];EQK_B3O[U=Q7POQQW[35;N@^MRXU_Q)W]ZNXKX7XX[]IJMW0PO!>T[T2PY M#[1V2XHN]`K%LTOH6CQ"I*)$&>'GM?7CDA/6--=H%M[:#9*/V;%"BH(B"ISJ M%#IW8]7'?M-5NZ&:/KV1\!19^8K M5D96N"+#3C*4A*Q`V]V4C!%]().$5(&RM%4CD5$#BH)1Z&*(9F8F)I,8KG2B M';#VP'&&38LI)A3]^.&,@T;OF;@NN8TI5VCM$CANL4JEM(T[T3LWCQOK6U6HN]%;/L'2^T:/7$GM$B&;-6>ME'G8&(3=NSVTQ& MK8\@_3!100$"$$3#]C''?M(NMW0S1];EQK_B3O[U=Q7POQQW[35;N@^MRXU_ MQ)W]ZNXKX7XX[]IJMW0?6Y<:_P")._O5W%?"_''?M-5NZ'"X]KYQ@9-UWDA4 M][L%5R]?.==Q_AV31`AE7+M?N;4LMW+=$ACF[!#F[(#T`1]&2;+XBLVX$ M76SA%T/5#,J8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`\V+E[4WCE2KGKN*^%^.._::K=T,+ZN]IWHFIWCDA/2]%WH2/V;NB"O% M6,A1(A=56!8<>-"ZV<*/4BVT!9N0L^OI$@)FZB*)4U/L'``<=^TU6X?VAFCZ MW+C7_$G?WJ[BOA?CCOVFJW=!];EQK_B3O[U=Q7POQQW[35;N@^MRXU_Q)W]Z MNXKX7XX[]IJMW0E=;>6NJ*;Q?KG+F2+:G6I[75M16Z#2C('Q5M=QN[I:FPM# M0&`4>(`C(.I"]QY'"9UP!N!CB8P@0>N*5PC-44?KKN*^%^;X[]J M:K=T'UN7&O\`B3O[U=Q7POQQW[35;N@^MRXU_P`2=_>KN*^%^.._::K=T'UN M7&O^)._O5W%?"_''?M-5NZ&&=#^TYT1KRD3D!8J/O,LA(;FY'7EN#*AQ3I'R M+9_(7:&RJN8ZGOK3[+LU9MK07"?3]A7$Z?4W9ZBX[]IJMW0S-];EQK_B3O[U M=Q7POQQW[35;N@^MRXU_Q)W]ZNXKX7XX[]IJMW0R%J+VE>@-S;5H>GJY7]N0 MUKV/(3L56'%JI3.+@UI"NTJT7^0;.Y%K8)$[0QJY3WQTQ,D)3J)E)U`3!DFV MZW&8P(F)REZ$9E3`8#`8#`8#`8$8>:FE;3R.XD\B]"TA_7XJW[=U#=Z!6Y*U M.I%C6V,S981U&L7,X\B(J'%:T13N,&EJQQBG_?3H*%IK9GJVP^:N)SS:KE=O#H M.O-G:#5R_P"TY.J'>'3((]/L>C"S6LUS27PCR<]KY_,IHK^LO%_@(W[G3XO? M;]=&;_9=]=7AAGK>=>-0H-JO:SU&LQ[9UYIQKMPAV1<-VKU6/6(FJH0I#')V>O42@+5$]2D]E*;T>XN9%I$DK M,VD_?6"/JC=!Y'.6!1LDKW8QT(JN^3;MVTD[(J4Y4E3D-W8]L>A?3BL=RD]E M\%T'M51R#5*N,EA51CE6+E"UTY>-F5IB1L$/$QE>ED;`>+LD])RU4DVJ$:P6 MX3*B)TC@$U6]S3/92Y'36SHB"4L\E47[.`12774E%EX\&I4&["OR9U M>T#P3"F=G:H\R8@'18SD")]HY3E*U6S-*XE)SI@QCFD3/]F]^7%1/Z&MT_OA MK+.'SY6^KK\7_1[2'\N*]_T-:6_?#9N/@RN]3Y?^4,,[N3*6IM?M-ASO M))%O!P`SYX^"9(2%@G`+/0,&>/AF[EPV;$4:ISAG[M=03$:QS)RN)#`GV1S= M-%B*LLU3C8WL5IN]:?6\:VI3]NTO692S49F^D1-.BZ0:2K@_=-5E#`8`NN.QI,3OH=\O'NSLW:?[&Z:F7;F%-0OV MIR=#!Z!S<36(EE1N,H>>6;S#L959@E!>];:]I?JOS0<3-'-+ M,FVIGJ*C9IXH4'2J:"PIK`N1NUQV^L/_`$T^5I;9T#<]-LV+VSOZZ_3>6*TU M90L"\D'BC&8J,N\AY!)\#R*CRH)NUF)U6H]1,NAT4`H%Z#EMNB[(FV88.S3* MS]A_P`O/\C[-^\KW,W^R[TEJWW6^K=BSQ/08#`8#`8#`8#`8#`8#`8#`8#`8 M#`8#`U`]J_SU\AOZR_)3\.^PL]?Q>RWZZN'R>^?KHI%7J\]GTABJTEV&]1 MLSHC-1&$?BF_D4XIJ=1$4"*/UDF2Z:)C+BF")3HR*!^\/V4^RJ4>UT'%8[E) M4P8J4*05!C7X)@T%^)Q9N`(#$%.Z%X)A3[(-`5^U[S^\[7HZ]<%)[.=W`S#! MM"O'<2F>UY3`EK+\69,T!5IFKRT@\\SK)IN9"8K/%JFFZ1>K`N**'/7C-6M.2DR7%^> M2D6R$51.B\8KD.JLH45&HI$'NE5 M#"!1NOO!I\KC^9K>T"OD7]DJB#XO@CQ@)KS"LC,Q1C?-(D%PS_+EX>?TE M;2_V4.1F5V,!@,!@,!@,!@0Z]H2[V0PX.;W]O:TZ\\-#+4Y>KF)8D;"1X!1:F9"#D%>G8^VZ8E;HIGZ@/HPLS69E+/"/)SVOG\RFBOZR\7^`C? MN=/B]]OUT9O]EWUU>&&>MYU_4G84G2"2C5"*@I^+EUX9\\A[&V?.8X96N.U7 ML#+$"-D8IV#R+61CYDKF&5F&# M,K89-TQ=/%WKDC2S,4I1\@ZD%6"K]%M:W(%`B)$.I2"*0B*HJ9T6TIT75*V9 MW?%WL$_5K`[+%HK4ZWMKM",$@EW$>E,-(REQ2*:Y9.8D'KAB1M1&?9(9?M$[ M:I2F*F8A$[%L1$QW-4S175.36QGT@VEY]&OVF68JU>192=B:2CYZA9*0K.#3 M[6=9.8;^-FX!C/*,R%<@LR=-DD0=MW"B8*9-$&J5(G>0FR+)37E&E7K!>$D* MG1J8\,+107[B'U[*.Y:OG4=J.5!%^9=PF1RMV>TNBT;D'H"1I M\O\`RAAG=R@?L#@98U/ M1U=AN+FP;O9D9R)KL58Z_&0Z@'?3LN.PZ16Y`@-A(JX>&BJE:)62,*0`HB1F M=4P@B1;KFZ:4[+$5KW93;:;AS4B\6DUPF5;%5YFY,:36$Y5%N\M5;I\=6I>. ML$6]\`Z:BSAJ_+O9-8A#D,Y;-0(T`HBHH3.K&(I@U%N$RC*[6G8I\LQ>.))E M(1#YX@JW4<.$G$?()J&;/B=.\`R#D%$Q(ITZ"/3H.;P8Q4C*&![.>S)_)1Y8 M_P!,E\_V;=(9X_E]]WUT>FSVV_75X8ZZ_F^HO\C:Q^\C'/7&4//.<^J2&D*# M$;)O/O:FUI)-F6MVN:32B%'*4@]>P,`_EF,<@9C6KC(=7[IJ5(0;1;YP(&Z) MHG-T#)=.F*P1%99.;\U?L*E M(6*SO$M,O2E;KQL.L"DBSZIIF6520SK[Q]8?^M1;Y5F8XSR$?.S,`IL^%93D M1-3T2X3XSR<>FH*^T8_PX6J/KYTG$58&[AF24BJ^]6<3+141"*D_"6P13:',8KM ML@X4(L)13*LU]K33Y=6.X]^_,A3,-EM2)D;PDFP93I5W+ETTG6&E',J[;B1P MFDA-R,SNEH#>-*505#M'*9W1CI$47:Z?\_6/_A%M>K`>QJ0\UU;I"HOW(NG4 M>S@7BBIFBK%4H3U?B[`DW<,UCJ*-G3-*4*DL03&Z*D-T$0S<36*LS%)HPQL/ M^`%Y_D?9OWE>Y+_9=Z2MONM]6[%GB>@P&`P&`P&`P&`P&`P&`P&`P&`P&`P& M!J![5_GKY#?UE^2GX=]A9Z_B]EOUU1KLJTEV2+])JX9N562KEF4JI4UDCF((@4Y1Z&#/;,S/ M3&(=YXE1(ARYT16JZII16PY7;*.(^,8562`T]$6509%G..%E9>"M;"WQ*ZCS MWPD?"DTD&`(]T"H)G;',4X&.5-1-H@U2XTN4^P2UR1J[J(J,I&R,%*5XWFC: MQ/#M&,G6XJKE4:(&LQ8XCR*8PZ:C%0Z"@M%U%1(`$4,F+1%:FJ:46G#;LDH> M*I\=[RZ3).*55YZFQDS(>_,LF[KEAG;A973"22C;G'0ZAFTU=72R*R+1%8.Z M1(*WWV^KU797>DO)3/:\I@=P)&0*"8%?/"@B@HU2`'*X`DU6Z@JV3`#]" M(*@/VQ`Z%-_=#()L/J;?D5&K M-?OXR?F95XF1V@DJDY\((-P%0INN(NPF:8T;IBPCM*M.Z/9EV41(S;^KF68K MUJS.)'Q#:T)^25^60L4:HU2;)M4W["29.DVQ@.Y8)JIMUCF62,.:B:QY9F*3 MX8M5767,!UUE5C!V^AE5#J&#O%%%C]!.(C]NLJ8X_P#E,81^R(YI'%@2"X9_ MER\//Z2MI?[*'(S.7S>S[NGQYSZ-K#/*[&`P&`P&`P&`P(T\R=V3_&[BGR$W MY5HF'G;)J#4UTV!"0U@!Z,))R59AG,DT92H1SID_%BX50`JGT=T/ MM7?VI-;P6H8"/LUCI^Z(R\2$1(3\;6P7@4]:;1I[A1K(2QTV1G*$E<6I^[,8 MHF2`XAU$O0=67:;HN28K$P\B?J_^;OR)0OK:H'NAG;FC;+GQ3N@^K_YN_(E" M^MJ@>Z&.:-LG%.Z#ZO\`YN_(E"^MJ@>Z&.:-LG%.Z#ZO_F[\B4+ZVJ![H8YH MVR<4[H/J_P#F[\B4+ZVJ![H8YHVR<4[H/J_^;OR)0OK:H'NACFC;)Q3N@^K_ M`.;OR)0OK:H'NACFC;)Q3NA*_@QPWY-:HY0U[:&T]?0]1IT)K78U=5>H7NM6 M-XXF+0^I2D8W1CH5PX7!+NH)D1S'R?)%\1$0W9;IKB]UJN/&\Q5WUU4DVZT=-.&ZXI=U.H&34+VBF MZF#T"&/C^2+(F)@OMU4Q10^K_P";OR)0OK:H'NAF^:-LL<4[H/J_^;OR)0OK M:H'NACFC;)Q3N@^K_P";OR)0OK:H'NACFC;)Q3NA:$5PVY?S-RM]$9:6CC3] M(CZM)3R:FT:$FU3:W%.94A1;.1D1*Y.H6!<=X``'=]"]?[['/;MDXIW0N_ZO M_F[\B4+ZVJ![H8YHVR<4[H/J_P#F[\B4+ZVJ![H8YHVR<4[H/J_^;OR)0OK: MH'NACFC;)Q3NAZI\$N.FW]-\=]XTG:%>C*W<-C;%M]E@X9I8HRP))1SIYQP59KD&X MTM`+.(:"B(I=9';5#[E5:.CV[151+MOB'[HYT1$O4`'H/I`,[1\T4C^LN<_' M69G5"N_5_P#-WY$H7UM4#W0QS1MDXIW0[\;P3YWPSLDA$:C9Q3]-)T@F]C=S M4AB[(B]:K,7J)'+6426*D[9.5$52@;HHDH8ANI3"`N:V?^9..=S@=\"N<[]T MY?O]-QKU\]<+.WCQWN&BN73MTY4,LXGV$;(LEDW+)^PW' M1F;UHX2,!DG#5TWDTUVZR9@ZE.0P&`?L#CFMVR<<[A]P.YURCI5])Z?82+Y? ML=^\?;CHSMTMW29$4^]<.)-193NT4RD+U$>A2@`>@`QS6Q_S)QSN6Y8?9S\W M[#`3D`33=?9'G(>3AR/7&V*,HW:&DV2[(KIY)VMZI@IZN6S=&X+Q7IRH]I*OM*A())3S^@TC9+=-DJ:1$'C8:QL&..*@=`!8RB?3J M01%SQMDXIW0N_P"K_P";OR)0OK:H'NACFC;)Q3N@^K_YN_(E"^MJ@>Z&.:-L MG%.Z#ZO_`)N_(E"^MJ@>Z&.:-LG%.Z'IMM3B_N6?]EEJGB_`PZ&=^:-LN7%.Z#ZO_`)N_(E"^MJ@>Z&.:-LG%.Z#Z MO_F[\B4+ZVJ![H8YHVR<4[H/J_\`F[\B4+ZVJ![H8YHVR<4[H/J_^;OR)0OK M:H'NACFC;)Q3N@^K_P";OR)0OK:H'NACFC;)Q3N@^K_YN_(E"^MJ@>Z&.:-L MG%.Z&<^*W!_E=1N5?'K9FP-9PE7H^MK9?+!998FQ*I.NB-IS1&W=>QB+**B' M*[QVNM8;LS`W0`*1'MG$?M>@XO\`DB^*1#5MFF9FK8*SDV8#`8#`8#`8#`P3 MR?M&H*3QWW3;N0$&WLVD:YKBTS&U*\[@R69M,T9C%KKV&.7KRG[',I.H\ARB MW'T*@/9_NX6*UBF;&_Q@<9OXI,ON23R8+2Y__]#<[X#;^N/*?AQQ\Y"[!C:S M#W3;%`9VJQ1E-9RD?5V4@X?/VQT85E-S-AE6S($VI1`J[UR?J(_;B'0`+,4F M82]PA@,!@,!@,!@,!@,!@,!@1HUW^4_R5_D;Q[_R/:&%G*$E\(8#`8#`8#`8 M#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`AO7[#RAV1<-S%IVRM#4VIT M+:\CKZ`B+1Q_V!>[`=E%5*FS*KZ5LD3R:UY'/'#I_8%NA4HIN5-,I2]3B`F$ MN&"\?>KS%^7;C1^:=M+]-'!@_AJKS'$/M=\<9P'M%ZB;B9M(P=D#`)PZ!S3) MT,8G4`'KZ!]/0?L",']]ZO,7Y=N-'YIVTOTT<&".^E*SRR/LKEZ5CNOCLV=) M]7F+\NW&C\T[:7Z:.#`]ZO,7Y=N-'YIVTOTT<&![U>8OR[<:/S3MI?I MHX,%,FH3F;%PTM)M-S\;Y9W'1C]\UBVW$[:H.))PT:JN$(]`4N9;E3OGBB8) ME[*:ANT8.A3#Z!&"U=5/N8&S=7ZWV0AO#C`V1V#0J?=T6S3BQM)\U;I6NO1T M\F@V>_/-1\6W2(_`I%>P7O"@!N@=>F#!?OO5YB_+MQH_-.VE^FC@P/>KS%^7 M;C1^:=M+]-'!@>]7F+\NW&C\T[:7Z:.#`]ZO,7Y=N-'YIVTOTT<&![U>8OR[ M<:/S3MI?IHX,#WJ\Q?EVXT?FG;2_31P8,9;EE^86JM87+8BFX^. M*8<8MCPCZ0;).VR;AJRF'_+6RLHQVJ@J8$UU8]ZFF?H8R*@`)1$4E.3"&`P& M`P&`P&`P,"&E[G:CT6I;-UA<*?9KFF9@0U5@IF%=-I2?$\JHC M&)DBF9CK&,X.5$I2")Q`H".%B:3$L+?$KIOY:(;_`%W5O\_R+6>S_]'=AX<; M*TYN+C!I;9W'V@?%9I>YTUM,Z[U[[U:M2/>I7E7;Q%&*]Z=)?R=4@N[714-W M#%PJ@':Z@;J(X6OGSW0W(AJS9,VJ1UW3MVZ7U.F@V;-D M$S'44.8I"$*(B(`&33=MG\%8[Q^5UU3;^I=+7;F'9MQ[1UUJ:MR?*^GUV-L& MS+M6J'!R%@<\*^+\JV@F,M:9.*8.YAQ%P[MR1JFH9<[=JLH!1(D<2QKLNKY^ MO!CZ:'$[\XO3_P`,<)23Y^O!CZ:'$[\XO3_PQP4D^?KP8^FAQ._.+T_\,<%) M/GZ\&/IH<3OSB]/_``QP4E'WB5S9X95CBKQFK5CY=<8(&PU[C[IF#GH.8W]J MB-EX69B=<5MA*1,I'.[:B[82,<^;J(KHJD*HDJ0Q3``@(868FLI!?/UX,?30 MXG?G%Z?^&.$I)\_7@Q]-#B=^<7I_X8X*2R!K;DYQLW-8'-3T_P`A=';6M3.' M=6)Y6=;;9H5ZL#6OL7L;&O9US#5>?E)%"'9R,RS;JNC)@@FN[1(8P&5(!@CD M7VH7"-0I5$-KV9X@<`.B[8:*Y"2#%TD8.TFX9/V6JEV;UHN00,FLBH=)0@@8 MIA*(#ETW;92L=X?WZS_A1\I]P_-^Y'?BERZ;ML_@K&Z/R?6?\*/E/N'YOW([ M\4N--VV?P5C='Y8)Y.>T4XD7C0>TJE5+Y=9BQ3U878Q,8CH/D*BJ]=FI"3)>Z; M8XZ[MUK4$)%X2/CUK1>M:6:KP"3]^H4Z;%DI*RJ0*K&`02((F$!`,+&$P\7_ M`*M;D_\`Z*IOW7L_^0R-5A__TMVKB+JC5.C.-6G=1Z-NCG8FI*'4&T%0[L\L M=;MKJR023MVLE(KV2H1T169@YUUSE[YFV11'L]`+U`<+.,XI'80P&`P&`P&` MP&`P&`P&`P(T:[_*?Y*_R-X]_P"1[0PLY0DOA#`8#`8#`8#`8#`8#`8#`8#` M8#`8#`8#`8#`8#`8#`8&D[KS^`%&_D?6?WE99[;/9;Z0\]WNN]64JA69"Z6R ML4Z).U3E;98H6LQJCU;P[).0GI)M%LSNUP*<4&I'+HHJ'Z#V2=1Z#TRS-(F4 MB*S$,^,N-#R=A4[56;W79"K.!2;M7LPW=5J54?BM<&SE%:%D%#F;,VRU,7.+ MDRW=BBL0P]DZ;E)#.O&E,5T]:K:<\;=J,2HK2$="1S1=>;*F^?6>";-#,:_# MST](S(**/0,,2G&5E\<#@43]I$I#$*=9`JC7::9752>,$Q=Z#7+TUM\'&I6% MTW038/TA,9J1:XOJH('!F[0-)R=@J]1A5XD5'8L)FW7BK/8M MJGWJA.I".`.9$X&!KIA,8D6URE'&W0`52UV6KA(-Y4:Y/2\":3:%,1G(GB'[ MB/4>LRG,8_A'1VXG2$W0PIB`B`#Z`U$UB)9G-A/<_P#,]M?^C6]?>O*9+O;= MZ-6^ZWU>M'M&O\3O'_O1Z3_]E%$YYOB]\.U_LGZZO.'/6\Y@9CF-'V]BU9/8 M5S$W1JZKC&TK*U@LZ4&$7*-).0BR.2V."KIW,G(Q\'(.$F;0'+GP\>X4,0I$ MC&S.J.N"Z9<[3CQMYX]:1Y:@Z*[?C,(L4".6;Y=W(0T/;YA:(2:Q;A^\"4=A M0Y9J@D9,O;?,5D!$ITE`(U6]S3/92T-)[+?I(+0]9=3J3DT8BB:',F[,NZE7 M%?9MFK-'M)KR8E>6J.2.LU*NV`SU(05$ARF%JCN4EC^<@Y2MRKN%F6P,Y)B9 M,CEN"[9T4@K(IN$C$?P`HW\CZS^\K+.MGLM](8N]UWJO#-,LQ:VU6 MAL>&G56$S)HVIC-5.OP==;P,>Z93LI=Y=*OUUNK/O+3$^4E5F5>PN&EJ:1"4/'A!NG,TZ;MYU"4=4:/8NV`GB^ M]116E-D0[82NB-EB*NA$Y"II+'3FN%TR_KWCE;&;.*>FDHLC>:HM9V&Q%>I%2(FLY7\-WADD2+(=ZU1^IIR6O?-)7?74 M*>=L)8D[%*SOJDY&*D!DQ9RS-W/LTB/56R`LV0R0UAZJV155([4;I@L*)4U" M&-8NB)Z#`8#`8$: M.:5PN>O.'7+*_P"N)%[#[#HW&C>]PH18,'35ZU>O6 M4XR052141634.4"F( MRWTAY[O==ZKS344143614.DLDFK*59MO?G;'<8BI88V#KZR M4R;PJD6G*IP>P46C](AUE4&;PZ2H`FL4JN=5L5PR:I=ABYW>C-P5Y"5-6=C] M]#5:N/Y)DBSF[;"RBC"!D2W=W"Q-;39J.3NF4LS3F`!J*L<#@I717(J)J'2F MJV7=.X*0VQ4,83M#>E(2#FZ1V9K/=9RRRKA55==51===0ZRRRQS**K*J&$ZBJJAQ,= M110YA$QA$1$1ZCE1C'<_\SVU_P"C6]?>O*9F[VW>C5ONM]7K1[1K_$[Q_P"] M'I/_`-E%$YYOB]\.U_LGZZO.'/6\Y@9RI%MV7*0UY2BK>#!C5M<-'KMNXC8U MT=6%@9!*H1;6)658JJQ,S'M-A/4T)!$R3Q)NY<)E5`%3`.9B*QAU6)G'%D*$ MC.2\H5U:(NP@T4082=L7D_.:[%NT(]Y5Y&^S.B:;/Q*+)QWSB3735=I=#H..]22YZL^GT@T=V MPC.-DIM_/NIXIB[4E-;)R=H=LGKHD._O#^GT+SC4!4JG'/D$H5>.-$+@>HCEY?C.._O"@_-;Y>?10W)_A=9?C'QS6>4XKN\'S6^7GT4-R?X767 MXQ\3L%,M$)'%6O;KLN')-SK)H=T9N#=-P[1(8X&4(`\? MCF+;XF1/%;D=(M49FMS+^NV*)5<,]7+(IRH"(*M7C95 M%4I5$SE!R6;CCO[+QKS+D)47JLE5-*\SJQ(KM5&*S^O<7^5,*]68K*(K+,U7 M4;K%LNHU55;IF,F)A(8Q"B(=2AT3?\BB@W2UYSO20:I= MPV03X\\NB(MT?$-W752E>9O53JJJNVL*?6)HUNZ447.8RA$@.)C MF$1ZB.7D^.M:XIHORZ>JW_>3MWZ.7+'\TCDQ^*C')9N.._M^Q[R=N_1RY8_F MDGMXT>MLN,6Y(->Q[)T?MO65?&8L!6J[!/.*FW%7<+!1,2Z5:.=:+-5',?10W)_A=9?C'R\UGE.*[O!\UOE MY]%#][?.!_F%^)K M9_QV_P`)_P":+WD3GQD_P*_[9?P-\;_U1_ZS_:O[/W>%C.*9O-'_`/M%_P#W M?.:R8+_9_]7=.X/\A)GE;Q,T3R*L->C*G-;;HS6V2-M1:,G M3T`=KHE*U`0,H':ZB.%F*3,)580P&`P&`P&`P&`P&`P&`P(T:[_*?Y*_R-X] M_P"1[0PLY0DOA#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#` M8#`8#`8$:-$_SI]/XZ]-;/U)[ZO*O M/O>S\9%(G*=[X/(_,H;SGR;SGQ/A/&-/$=WW??)=KME+&$Q+S1^J2_\`Y@/_ M`)*?_P").2BZO#__UMV'AQ9=$7'C!I:S\8H#WK:"FJ:V>:MKWE3B#\IJYG;P MB#7REVNZ]*5:+JC%/N^UW911$Q2@8Y MQ,7I"3.$,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@6Y<+ M1&TBI6FZ3)7)H>H5R;M$J5DD1=X:-@(QU*OBM$5%4$UG(M6AN[*8Y`,?H`F# M[.!YT0P#T$`$/[H M9OCOV_LSKMW?NYOK?-*?(5R7_P!5Z(_'[EXK]O[&NS=^Y];YI3Y"N2_^J]$? MC]QQ7[?V-=F[]V'-8^U!U?4+MR)L$KHWD29AM+<<)>ZR#1GHQ9PG"1_'[1>L M5R2B9][)%:OAL>N9`Q4R&5*+8R)^T!CF(2<7R;?V-=F']OW9C^M\TI\A7)?_ M`%7HC\?N7BOV_L:[-W[L-:)]I_J[6])G*]/Z-Y%*/I'Z:Y&Q39W(1\>I)/8?2ZS-B,B M];L$W3M.+WA(R)FR*K@IE.X;K*]@![)##Z!D_'?$3,VX+%ULS2+L7K!F%,!@ M,!@,!@,!@,!@,!@,!@,!@1HYI4^Y[#X=S&P[SQHWO3Z'$QKMO'R, MI<[-JVU0M7CF#]TZ9-63U[./4$DEE%D4TSF`QCD`!,!8SAX=?,]YF_)W!:QOOD;H.WCDLCX%E M(RS1MVS.A+V4W*Q?M?[["S-9F4E\(8#`8#`8#`8#`8'E?SFYS;9XU;9INM]; MTW7<\UGM=J7>3D[NI91727&ROH%!BQ0@7S%,J)4V(J&,H)C"8W0.@!Z=V6:Z MXI==%L1,PAQ]:]RD^3C0/_!V)[OYTX)W,Y'QNSK?M1&B:1/-W*AZYU_(,%/ M?V,4VBM:6#:=CAWC,A9@#USE=;IFE6XFL1,)^9E3`8#`8#`8#`8#`8#` M8#`8#`8#`8#`8#`8#`8#`8#`8&&N1GY/>]OZ&MG_`'D3F%C.&HS7?X/P7[C1 MG^1(9[HRAY9SE6,/-, M#K13M,BL2G-/*\>15,9(`:-"33!5N)UN[`#E#KZ#%$58[E)[.1OKBZN+.ZIR MD$M&V!@B[=1]<:QK)B0RCJ1DY>>=QL/'1::8=?%+N$VY@,7LG'M%ZJQ M2O0I-:.2=UG>:RV=O9ROKL&;)LW=N'9G4>LU\.[GYFKMCH.&SM9%V*T]77[< MI4A.;M-%3=.P0Q@5CN4F%B944B;_`,4;?NU6_OAB\Q\GLN]&K/?;ZMTG/&]! M@,!@,!@,!@,!@,!@,!@,!@,"-W,G8UKT_P`0N56VZ&^1C+QJWC=O+8U,DG+) MI)MX^UTC6-HLU=?+QS])=C((M)>,14,@LF=)4I1*,-Q4V) M+UQO8?&P#`9)M6W$/%R"\@S?/1L"K!15-<'<@KG!DKCN5=08Q=BND?222,-(!.I1\A)R$HQ8K/CLB`S;"] M)".UT&RBZ;PZ"0*&2(0Y#&L71)IEW6NC>ES@JQ,6@(N-EH:X3+NP>4(@WC4Z MI;K]4`07-+3<)"-0DWM$.YUAY2[99*H M^!87%>G9B%,LNV\(9WY3).HT794`6R'LOG)HP&`P&`P&`P&`P&`P&` MP&`P&`P&`P&`P&`P&`P&`P&!AKD9^3WO;^AK9_WD3F%C.&HS7?X/P7[C1G^1 M(9[HRAY9SE6\\F&<%+%7K$M3Y:(=H2B<7/0,U9I6WO&LJ9C+,Y7O0GY85TUF[I!5,R"0@; MM$$373"54BP[6L]DJ):,Z;P3"MIW"1N:#&&B$(PK5X](]*UB&W<&["-=@CRS M]1@U`O1!218^3V7>C5GOM]6 MZ3GC>@P&`P&`P&`P&`P&`P&`P&`P&!B'D'L^&TCH3=^Y[%`K6FOZBU#LK9\[ M6&QFI7%CAJ#3)JUR<"@9\4[(JTNRB3MRBL44@,H';`2]<+&^W9.P]9L;!<+)Y1!0/G$NM( MR2"COR>LQD-`Q_:2;D#NVK5!(.G4"]1'JA9PF83CPA@,!@,!@,!@,!@:]'M7 MORI-AQ5R#L]EK"KI>M6&C),1.<"I$O\`?$T&K4EVMQ&K)%DW M9-B629*@T0C7+!['(-40>@FW18/(IJJB4@`5)5LD8H`9,@@I'9:SW=.3M]LF MFI6,S9[%+,2R"\L5G)S4D_:EE72CA9S)E;NG*J(2#A9VJ91;IWAS*G$1$3#U M4B.A6>ZH'V+L%25+.GO5R/-D,U,28/9YLTJ0S%L^9LC%D!?"[*9FTE'*20@? M]C3<*E+T*HNI)UV5'"B MAP\3(OEW"GI^W76.<>ICF$2.CE'I'[,>H[I\OY)7W2E_C6\S&[3JK"4U%L9N M+C5%^:I:KI3H##/0\>O=M:W+LG%!":9#*1R:1A\7"OSE2.CY/F]_V>GXZ:(J M]B]8K&?6ELA9S4&[V<>YDG^GMA`Q:3\E&,#I)/[/KN;CW3RL;7HR*BZ M?:E8%V\(S[Y-&128/149I\VJ?A(3"&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P& M`P&`P&`P&!CK<%:E+IJ3:-.@R(J35LUU=JU$$F>CFC;+EQSNAW_`*O_`)N_(E"^MJ@>Z&.:-LG%.Z#ZO_F[\B4+ MZVJ![H8YHVR<4[H/J_\`F[\B4+ZVJ![H8YHVR<4[H/J_^;OR)0OK:H'NACFC M;)Q3NA:%(X;KFE8Y6/86_8-'<&=[2H354)[65^LNMK2F1(TB83-D MK/4WA$%/L+(E*H``!@#'/&V3BG="[_J_^;OR)0OK:H'NACFC;)Q3NAQG]G?S M8E%H]FOI^OQK<\S!*NI!?:M(729M&DRQ=NG)T&KQ5RL"+=`QNPF4QS"'0`ZC MDN^6+K9BDK;\=+HG4V@]J M_NZ5\BTO.Z:V?#;=F_'+1GDVL).D3C*_2OF3=)=>/\OJB[M;OR$.=+L=L"B( M`&%C.*9O-#XG/9@_*H/W;R_N7DP:_MV?_]+=AX<?[P/C?IK M:W>\SWP>^KWO>(=O&OE_OB\DK?FW8\)VN]\"VZ]KIV`Z=1+,4F827PA@,!@, M!@,!@,",5XY4TB%M$KK36,'9N06XH=8&X]S;JJ>G;#$U1:G1> MK-1TP^PZS#U]656FT4['LB].JS-WBRMY!TJ/C6$)6&0)'!$62ID_$J:MNNMF M9A+HMNBDPQ[]3R[^E'->J.O?"O-\U_ACCL[2?4\N_I1S7JCKWPKQS7^#CL[2 M?4\N_I1S7JCKWPKQS7^#CL[2Q12O9=3%HV+N>EN.2LDV::RG*;$L':6J($ZT MDG9:)"6UPJY3-:`*B=NYE3)%`HB`D(`^@1''-?X7CLPS97^IY=_2CFO5'7OA M7CFO\)QV=I/J>7?THYKU1U[X5XYK_!QV=I/J>7?THYKU1U[X5XYK_!QV=I3G MX;\0VW$:O[#AR;$DMCO-B7%E;G\G(5UA6BL#L*Q#5=O'M&+!](%.EX:&*J90 MZG:$YQ#H``&<[KINFLYMQ$1%(R2$V?J;7FY*X2K;'K+*QQC:0;S4.X,J[CIV MKV)B54L9:Z99XEPQL=,M\.*YS,I:*=-)%F8PF16((CD,D?O,=_<=#E3G4K-R M@T@W[!"V2(C6[ODQKA@0"D#WPU6$8LH[D%7&"0")GD,@QN::*::8QEB>*K/` M+A/JDAKW8]$VO5F%VUQ:H:XU:1.Y0;S$([(Z03>L5SM)*+?)?:NHN9B7J1T' MC)R1%VS<$,DLFFH4Q0(O;`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8# M`8#`8#`8$:.)W\UMJ_K+\T?]L7>V%E)?"&`P&`P&`P&`P&`P&`P&`P&`P&`P M,#\IM4S.]^,?(W1]=D8R'L&Y=#[>U3!2\T+H(:+F=B:^L-0C)&6%BW=O0C&+ MV8(JOW*2JO=%-V"&-T`2QA,2\F/JI]Q_*+K/_AVGX/Y*-:H?_]/=JXBM./+# MC5IUGQ..V/QR;U!LGJ([-[;9%J:I`[=BW%!]?%W5P#DM\GUP^X? MHA:U_.NM'Z)V.&[O!R6^3ZX?L[7V.LD@[`BR$&A1H5RD<[9]'R*7VYN+IEDF'1Z'2-95>*I M.N:A6:)3H-$6\-5JA!QM=K\8B8YE#D8Q,2V:,6_>JG$YQ*0!.WD*[L$(]`C>.C=VZV<.&-GI&SFAVZ M56.F1*M6I*.?.':WAHEQ-%2.YP4[)980P&`P&`P&`P&`P&`P&`P&`P&`P&`P M&`P&`P&`P-*_5VR]VSNL]=SCC=?=%UT5ZLEQ,_O.>D&T1![YY@S M4L],8C.,B>57**1D'9R)G6.1LR9[268,++,C%(\C);E5RBCI!H@#TQQV;37?W=4]SW"D3[)\S<)CT4;NFCG::3ANLF/H,0Y0,']T, M[8+6>Q)N)Y+7G$[BMI#CE(6EM=7NHJ2UJ3FULXI6#:SBC=X]="]0B5WTFJQ(8'?9[! MEU1#L]>UZ<+,UF9:J\)_BCG]VK)]\,IGL^/V6^CS7^^[U5M$$A52!E(687;E?2<@_9"AYA-=07? ME06;L>\%J9`SQ+N#-5_8I;W67#PVAX*N[!C[2]"S3Z=\L-1I M>%ZISEF7"&`P&`P(T:B_GYY:?RRU1^!>GX6@@(8$ M4?BKV_Q].9_QYDEMFZM1[Q9YQJV/9G`RL&W`#',30.W["Z>NZT1$O:!M4[.= MY73CW#5A(UEFD;MEPG-F/4^]J!N$LNPKSF5@KK53-T;UJZ[Q3BJ;-H3QR!P1 M1L]1D1!V6.>*HJ%8R[(SR"F")&6C7KQOV5C$9CP&`P&`P&`P&`P&`P&`P&`P M&`P&`P&`P&`P&!I!Z8_F>U1_1K1?O7B\]MOMM]'GN]UWJS%7I(@5T M>$F(R7*V,H*17!HUZ@\*@94"G%,JHH]D3`4>G7KT'*RS]\XDJ<,JR;T6-0ES MNKFZ2F0D4S`R>6DVQ%VL^R;>3%=-[=$N+XFF:0\4)7#&'9(=RD9(JP9TXYM: ML*47O([_`+-*0LF^D=2,E869(G:DY4G1N+.$A]N3S]@>/?I0@(IPK24LJ%7< M?:"19D@5M]IVB`E-,5C^V/\`"ZO#LN]U6*BQ\>A<]*HMHZ;@'U7S!ZU;KLW(JRIBJF`AA[YIBC1K[AO?XZ0CWP356D*E*^:&8ED#&3*+TB"O9[*J9R MB(#9MK7'!(G+!A^RV6:M\V^L5A>%?2\B9`7+@C5FP1`C5J@R9MFK".;M(]@R M9,FR:*"""2:***92$*4I0`-1$1A#.;#&Y_YGMK_T:WK[UY3)=[;O1JWW6^K= M\SQ/08#`8#`8#`8#`8#`8#`8#`8#`Q#R#O\`,ZHT)N_:5=;1CVP:UU#LJ_P3 M.:1=.89W,TVF35BC&TLW8O8YZO&+O8XA5R(N$%3)"8"*$,(&`-6OZ_GF+\FW M&C[CMI?CDR5;TP__U=PSV9%"V1J[@/QG$+=G+6BA/\4<_NU9/OAE,]GQ^RWT>:_P!] MWJJ^;9,#.U/#62FMW3>8<5-E9UYJ<3GWMA97)_8V\$9M50JBU!0@5V\*+]!X M$P9P#LY2&-W0..TB)`S$ZM7AJ*4\KINU,XW,*K;7=0V'.O[=&ILU*]%+NS2, M1(F/8CLU&WF!J+7'+U=:KBD_$01:I(.3JMSG`6Y#.T3?6*Q@LQ;2:3BC!FV# M`HUB_@_._N-)_P"1+Y)RE8SAMS<<_P`GO1/]#6L/O(@\\+U3G+,N$,!@,!@1 MHU%_/SRT_EEJC\"]/PLY0DOA#`8#`8#`8#`8&&=L:&U[N`T1*S[21@+W52N! MHVUZ3(&J^T:&LZ$AW'O8M[-([LD4^523,^B'A'D'+%3*E(,G2("F):L/AMC; MG'X4V'(N-/L362/1)MR7US6W0+PB';$J2F^=302$@]IZ+9L4#O+7``[K(=%G M+]I76B9`,,)R2P@9Z"M,+%62L3438Z[/1[66@Y^!D6U,DU?%`D"X(`*0#T'M9G3C6JUZ4?W86W M'6QHN`CY:L0;5S76"C!C,MW4^\F.Z5"'2!LM(2\O).G$2Q;0_=LF2IU$&(.5 M^Y`O;`"HMI,XK,UZ,0YIDP,:[G_F>VO_`$:WK[UY3,W>V[T:M]UOJW?,\3T& M`P&`P&`P&`P&`P&`P&`P&`P,:;ILM.IFG=LW#8D![Z]?U36E[LMZJWE47.^^ M6G056E92SP'DDXNUA)GSF$:KM_"O%4VKCO.[5,5,QA`->_ZRCV.OT!/_`)K' M%SX=Y&J3W?_6W"?9V\FY+DGPYXW[:V=;::ZVSLV@,IVTL(9>*B.]G%WT@BHD MRKJ+Q19G^PMBB"0`(A]G"S%)GL\Z)7V4-DKLE(,%.<&G8%-61DY)G%V+CN_& M7:,I62=R+9%XN;E;#E>*)$<=@5RM6Y%1+V@3)U[(=8^6ZV(BD,39%TS.+LO_ M`&3>P(IFUD93FUIN-CWW=^"?O^,LTS9O.]2%=+PKIQRX30<=Z@';+V##VB>D M/1EYKNT)QV^7TT]DSL*0CG$PPYL:=>Q#,JYG-\ MM\L^;?*>8^8]_P"%\!X+YW?B?&^)_8^Z[/;[?VO3KZ,H%9-M.T`"'4!#^YCFN[ M0<=OER.?9-[`91K>9>'?*\N"-5N^(03$[ M)Q[0`(ACFN[0<=OEUR>R.O\`9XB4\MYMZ?D8X6[MD^?Q7&.:>H,P5:F[[O7# M?ELL@BHD@IV^AQ#H'01]&3FNGI!QVQW>V&ICU*M4>AZVAKS7+8]I=)K56*YC M)&,\5*)U>#8PZDH$2UDY)5F1R#/O13[U8$NWV1.;IVAY.DKM=7>EL7BL<^M] M79R""H(+,74_%-WB*P].B*K59V1=-4>T'VHE`?3A'=E[+7(`R!)VP0D*=R4Y MFQ9>581IG!4A*"ID"O%T15*F)R@82]>G4.OV<#[-88`D1Y^:(\&NMW/?=R?L=KIVNP;I]@<#I1]UILN\1CXJVUF3?N.\[AC'ST4 M]>+]TD==7N6S9THLIW:*9CF[)1Z%*(CZ`'!1&[6ULJT'R`Y8M9NRU^'E+'7H--LM-3T-#I/.UX164E M&,>FZ[!2&/X8[M=$J_8*H41[(CT`P?\`E#"/ZE88!>*/.H3D.M")E4,I,)2; M)2*3*B<4E3'D"+BT*5)0.R81/]J;T#Z<#CB;/6I]19&"L,'-*MR%472B99A( MJ()F-V2J+$9N%C)D,;T`)@`!'`^6%JK$J]5C(NQP,E(HE5,M'L)B/>/4BH'! M-P&`P&`P&`P(ESW'"6H\U*WWBO9XS3]HF M)!U-6O64K&O);CSLR5>K'=2DE/Z_C'DTU=1B]=.U0<3#6=*B MDV`M>ZX]>=C6QB&E8N-4."6"G7HDCA#`8#`8#`8#`8#`8#`8#`8#`8#`8# M`8$3")B::92D33)QRT\0A"$`"E(0I:]#<).&,Q,IS"*JST2$^85P8^A?Q._-T MT_\``["5E\GX#\%52'34X6\3%$U"F(HF?CEIXY#D.`E,0Y34X2F*8H]!`?0( M8*SW2SP&`P&`P&`P&`P&`P&`P&`P&`P,<;BJ=4OFH]IT:^32M;H]SUQ=ZG<[ M$A(QL.M`U2Q5F3A[%-(RTRV>1$6K%Q#Q9"W#??MR6V'NOC-I?:5Y-2;;4XJ:K53\EA3UV)\BB7K=5K'>702IFB/=E+V&YA( M'H]&")F,I=BC\8..^M-46G1>O]+ZXIVF[PWLK2X:RKU6BXREV5M%?$GCC:7]WT+QTU#J*WRM?=56 M2LE`I$)6IE]6WTC%2[R#_CSWP?CO?-[Y_^?^+[?>^* M_9.O:].*%9RK@N?=G#;BGR1GXFT[\X]ZFV_9(*'"OPTWL"EPUFDHR$!ZZD0B MF3N2;+JMV(/WJRW=E$"]XH8?LB.")F,I5BW<5>-U^U)6-"W72&M+3I:E>2^] M+5\Y4XJ0I-<][C)S&P/E%?<-SL&/E#!XJBW[!`[I-0Q2]`$<%9K6N+L:IXP< M=]%TRT:ZTYI;7&LZ)=G#UW;JE3*M%P,!8W,E%(P3]>8C6*"39\J\AFY&R@G* M(F1*!1]`8)F9SE9&HN"W#?05R1V'I3C-I?5MY;1[^*0ME'H4%7YY&-E"%2D6 M**JTN_@F$VLV4D0BDYX17:-I)>,2%3L`!5#(%Z]>S@B9C) M\N=3<-7NCR\:'=2T,XX_$;M&A-.+!4#Z\*V869&YLD`K!EQC`2:VQNG(D#L= M"NR`H'VP=<&-:]77T;ISA7QE]]'S>Z7H'37OV\D]]WQ=ITZK^^/WM^;^0><> M6+(>.\G\_>^'[?7NO%*]GIVQP36H/9VHM)\6]<;#K/F?O>N M=/A:'!V.&\YAY"ORWETHQ,DZ:^8PP(REV&1)%M].U$/!LW\F=506B*X"'9*;LE, M`A]G!68B*)9;ETYPKY$154@]Z4O0.V8>B^+]YL;?$Z=8V=9\>V8LWODJ$BLL M1AXIK&-TS]V`=HB)`'^]#*D5C)V(;4W#6O:7?\=(*I:&B=$2K>4:26HV`4]M M07S:;D3R\N@YK::X1JJ4C**&<+`).AU1$P^G!C6O52-(Z'X,\:Y6F++'MXJP26O6M+K+R8C6CD7;5C(KQBJ"CIL@Z$5"D,(@!_3C`G5.:P)#V= MO!RWPVPGVLM7U/4UJV0V=1L[NWC7(I:MV\Q?*6:%NRSZ%V?0U6TRPDPM,&R? M+IG45;NCI`1TBL@J^^.,FJ=HJ;QW3;N7D-1&,A8M9.H;4;1#D)) MU&!@%WBE*GVM/D2PVVM@OG34K:.=-(V)V5^9A9(H(N8Z;81\VR?,9)@LD[8KG(= M%9)=,>P3)A;P'('CJ;M0JECY1:1:D],#*2+9;DWKJ.03](PMEF'3.(Y#P;5, M`_YM++QEQ201.?S"R/EDVP%PGU2"UEMC7FXZW[Z];V9I9(E%\YB)-(&\A$SM M;GF/8\RK%QJLXTC+12K=$&4*5[$2S-E),CCV%T$S>C",B8#`8#`8#`8#`8#` M8#`8#`8#`8#`8&N:'M5N7,@N_8O[3XT>J7:7Z0^.#_`%^G\G+&W]?X6!1?:$\M M*(\V"[8?-U=FV#?Y'8$@5YJ?99BLY"2@J["+,V8([_0$C)-*O)F*!Q4/VCF$ M3]!`I7!_K]/Y.6-OZ_PO_P"M)YB_M/C1ZI=I?I#XX/\`7Z?R1\-!UZK5.!>RO*R%(D7K77T0YDP:(OSO5$TA2*B+C]BPE88Z MMFDMST)E+25YU%L^F1T#+(0$X_ME!M==90TZY81LJVA99U,1+-".EG$7,LW) M&RQB+';NT5`*)%2"8K+>T.$?*G4%BLE6N.E+R>9IZ\ZG:DJQ"O+FUKS6`EYB M'6F)>1JJ4O'L:_*G@7+J-?J*E9R<<0';915N8%!J5B>JQHOC;NZ1MUDH+W7= MCJ=UJ,94YBPU6^1SFBS\9'7B_P!!UG6'+B)M244_*24M>S89,G['_B[H7'_$ MD.<(5A4)CC!N6!UI>]O2U?B6=!USL^8T[9)=:WU)-S\85>7A&\[7X>&4FBS4 MZYBQLL>J8&C=4RK5P=RB"C9H_5:BJ/V%?H0_JPG]FY.?UE]H?>IK7-1DY7^Y ML596%F(Z\H[.Y3&R8ZH5:.V1/U]I5Y>_M:]%)6Z4K\:L=U%PTK/IMB2DG$QC MLXJ(-EE3I)F$>R`=<"(&@8CG[K':1M:;WLFJN2NAG<3*R%;Y(1S9'4NZZW(, M^[.PJ>SM3Q3![1K@>2!P"+68@%XP`*W45=M2'.F42S3HE'KO=>HMN/;Q&:PV M52;[*:SM\U0-AQ=6L<9,2E(NE=?N8R9K5JC6;A1[!2S)ZT4(*3E-,3@7M$[1 M>AA)1D_`8&/MKZYA]NZVN^LI]=VTB+Q6Y2NO7C`4O&L22+8Z2;YH5PFLV4<, MEQ*J0BI#I'$G9.4Q!$HA'V&XCQ+5UK)"P6.&LE3UL]V9,LJ.MKR#:5T\AM4- MH-[-5XUN9\]&.U",;LM-LC67/F`(I5J&[#POAW7C"U9`T9HE;23BVI-KY-V2 MNV)O41B:FZ;FCJ[3Y2(C7I;A*5J%;R+B#A"[`L\DXEG;6/:,6J"QP(0A@*!L M$S5(/"(\[-XZ5F[V3XS*=.3>G=WMF+:/:[-K6S*^^;N*UM MFD-E%#@2-G&[@[$JRJD8XCG9P=$+7\+(8X!4XP><)%CK;+JPBE8@F7?&J.T1I2/?;BJ#9ZPU)K=D\;*. M'8*-W36G0R#A!0`:"`'25()1]/V0SPO5,2RY\\?C!\M%-_Z2\_S/!23YX_&# MY:*;_P!)>?YG@I)\\?C!\M%-_P"DO/\`,\%)/GC\8/EHIO\`TEY_F>"DGSQ^ M,'RT4W_I+S_,\%)==WS3XJ1[5R_D-Z4*/8,FZSM\_?R2K)BQ9MDS+.7CUZZ; MI-FC1LB0QU%5#E33(43&$``1P4GLD_A#`8#`8#`8#`8#`P3RCD[/"\9>14Q2 M'4NQND3HG;LG47M>%R$^SL[#7]@=0#J#%D!G@2[>522.V[H!5[X"]G[;I@C. M&F/\Y;VG?RG\O/\`#[)_S;(Z4CL__]'?XP&`P&`P&`P&`P&`P/SW?UGO^TC@ M_P"K1J_[Z]E9FQ+?JFW1UYHLHC$V2,;33!%P[B(6PQKN*LL%)U M>RPDU7K)'2]=L,!8ZU-/(^0CW[1RR?,G2J"Z1TU#%&-/6:3V5[1K;>EZ1MZ- MWG0MBH[4GK>_<4.N435T;8ZDO2>/6]-5/'5T=CJV`I-+D6_&Z@VIM$Q2TFW= MNX$S1Q"H/%D5AC*SA'1]T9N=5M:.*4MMWBY9Y:JPU4VMQUGCW3:VO'\PE M%1#TVXM*SC.!DWU<-9G+AP:8K3N10BH@A3NT3*=L0%(F,\4\`43%0R(*$%4A M$U#I`8HJ$35,H5)0Q.O:*10R)P*(AT$2#T^P.$?>`P&`P&!U'[!C*L7L7*,F MDE&231RPD8Y^V1>,7[%XB=N[9/6C@BC=TT=-U#)J)J%,0Y#"4P"`B&!$132& MR-$**2W%65C'=((E(4I6T*#>2I0%( M"+>-B3+*R!2UKFRKJ?D!1]KR$M4DV\Y0MKU=D@_NNEMB,VD#LVILW"XM$)=> M*:OY.)L]0>/2F0:6*`>RUS(*6^&>DD82^+JM)NKLH^I)+MCMVSA,QE4S%(F<'JJR&)B:S,-1, M4BJX8MUQG6D54%X=BFT1%W)/)*24V&6/.JUK>O&:,3`Q[.T-Y@\'(6ES9'"9 M'!U9,C=)IVE@*4Z2D_OW/ZK583VFRTJ7C@:G:S#"R[;4@1E*RTDI>5KMVA*% M#T$'DV@(E2=49S`23PY%!`J*KTQFG:.LKTO]JF%'-<;%JN5U/5*S$.&:%OKK MKMJR,=164,:7:I,)P'GGLB9)W-N9%[(G8E;+%D56JR';46:-%$DR&1%T73/0 MF8I'='3-LJ-8OX/SO[C2?^1+Y)RE8SAMS<<_R>]$_P!#6L/O(@\\+U3G+,N$ M,!@,!@1HYH_D=JJH,Y-Y2ZC+V1K'.UD.JZ+9ZO&E34,3[G`UK? M]X-W']'O6?W3VG_D\E6],/_2W^,!@,!@,!@,!@,!@,#\]W]9[_M(X/\`JT:O M^^O969G-VL]K76R-,NPG('?5:@:Y5:YNW;L!5Z; MPD@TLK!^5UMJ_."OF-T"("XLGA5;`<'+2V!7V'F:9^T1_P"!;]^!^Y3[-*1V M/G03#);XVK]WK.7D)A>PR$HU4]\';;R+Z?6]A2:G#=-Y`7&#W14=D[3XZ\F*;"-J]3=^ M:>LJK*:2KT>_D)EC2[U2)H)+7VSM>&FI)5PXB):/4!45%"IKH]ZH)BQ-,.BL M<@^4J?$&%UE);1UUNO9NNGL8^8[4WYK2@MKA$:O>P3*$(E;MF46FJJW".KMJ M5E92J;!H$RND1%::H=[KCN-M%3D7""8).19N4TWS;M M-G1%VRBB)Q6C!HWO>''4"M]Q-)C?NGVQ>R3>=&JZ9]MT]H4QOV?<^GZ9%(M+ M5'-D^R*MCI#$H]3"+FNL6R"K\YT;AL!EVO%ZRU3#6#<.SF?9*)@4D]?:NBK;;(1F;H/5V^:-F M:8`8QU2%(6\*83B27A-1ZC<7 MI_--U4P*(,YNR5!^GV_V5-,Y13$8=WG='^QPD&K4B:_*:2.Y44)-VU9"[<'[E)5RY532[)3JJ&`3FZ1\MT1$12C$V6S,S27= M^IY=_2CFO5'7OA7EYK_"<=G:3ZGEW]*.:]4=>^%>.:_P<=G:3ZGEW]*.:]4= M>^%>.:_P<=G:3ZGEW]*.:]4=>^%>.:_P<=G:6*M>>R[F+I;M[5MUR3D62&I- MJQ&O8YRAJB#45EVUCR+TBEJ["#E*0V:NT`J?V@HM4S?WQC8YK_``O' M9VEE7ZGEW]*.:]4=>^%>.:_PG'9VEUGGL<%WS1TR6Y23H(O&R[542:DKI3@F MX2,DIV##:3`!NR<>@]!].3EO\+HM[2]C:%4V]"HM+HS1VL_:4NIURIM7[DA$ MG#UO78=G#HNUTTNJ::SE-F!S%+]J!C"`>C.;2[,!@,!@,"-'-'\CKEC_`%:- M[?@MM6%C.$E\(8#`8#`8#`8#`8&.-Q/Z#%ZCVG)[6;)/=71VN+P_V2S69NI! M%W06=9DW%Q;*L&)3/GR2]=3\8 M&<.4$%`<$%/H8L3WA8,#N38_&SC9-;0]H':M6LI.@3)V5HV!HRK[)DZC(4]W M/1E?J]TDJ<>,L%JK\FY+($;'H&VJ=!["U M?=*QL&C65H5]`6VG3F`P&`P&!%JX<;E(VS3&S^.]M+H[:$V[&5M;1O#$GM.[;DBID3!7;FL"NXI) M]+K))E(-B@GD%:.A$B+/W31+P1RU[N:E4X]HY6,-"M&4HO9OP?QQW[9-5NZ#ZVCB'^V-R>H MO9OP?QQW[9-5NZ#ZVCB'^V-R>HO9OP?QQW[9-5NZ&$-3^TXXPUF^S?@_EX[]LIJMW0Y6_M9.("[IDU/([99^.?,8]- MT_TGLEHR17D7:+%N=VZ5@`2;-^_<%[:AA`I"^D1Z!DFRZ(K-N!6V<(NBKTLS M*F`P/+E?VN'&1-T];MZKO.129/W\?XYCKV/.R=*1SQ=BLLT.O:6ZQVQUFYA( M8Q""8O0>@9J++YBL6X),VQ-)NQN)/:)$,V:L] M;*/.P,0F[=GMIB-6QY!^F"B@@($((F'[&.._:1=;NAFCZW+C7_$G?WJ[BOA? MCCOVFJW=!];EQK_B3O[U=Q7POQQW[35;N@^MRXU_Q)W]ZNXKX7XX[]IJMW0X MG'M>>,S5!9RO3-^IH-TE%UE!UU%B":2)!44.(%MPF$"D*(^@!'''?M-5NZ'I M?4[+%W2K5JXP9UE(6V5^&LL0=RB+=P>+G8YM*1YUVYA$R"QFCH@F((B)3=0_ MN9A5P8#`8#`8&--TT-GM33NV=82,U[VX_8^M+W0W]B[A)SY"SM]6E:\ZFO#+ MN&:#CRM"1,OV#JI$/W?03E`>T`:]_P!0YISZ9_\`\2:M^,/)1K5X?__4W^,! M@,!@,#!U_P!_5+7MQ;4)S6]F6VTN*RC;U8W7FNK/=_+X!S*/89H]DW$&R<-V M/BY&.733(A/D=Y+^H'8/N7@ MIY/G/0GR.\E_4#L'W+P4\GSGH3Y'>2_J!V#[EX*>3YST)\CO)?U`[!]R\%/) M\YZ$^1WDOZ@=@^Y>"GD^<]"?([R7]0.P?A/D=Y+^H'8/N7@IY/G/ M0GR.\E_4#L'W+P4\GSGH3Y'>2_J!V#[EX*>3YST)\CO)?U`[!]R\%/)\YZ$^ M1WDOZ@=@^Y>"GD^<]"?([R7]0.P?A/D=Y+^H'8/N7@IY/G/0GR.\ ME_4#L'W+P4\GSGH3Y'>2_J!V#[EX*>5S4#?U2V%<7-";5O9E2M+>LK6]*-V' MKJSTCS"`;2C*&=O8QQ.,F[=]X21D4$U"$,)R]Z4>G3TX*,XX0P&`P&!\*)IK M)J(K)D525(9-5)0I3IJ)G*)3IJ$,`E.0Y1$!`0$!`<"-M?XRZ\TK5=VDXGTC M66@]A[?2D[`M.1-*!6EALT*^O$URX3M"AI.OQSYNP=BFN\;,U&'CA[PRAQ55 M.H):Y51TT)RRY%(\@X+B!R^T36*9MR=UQ==F4[<6F+LWM&C-J5;7\O4X2POX MJOV,['9NO9M!]MP M.X;K(5N9MT=*R]?C8JA;&O+I[&0CF/9RCU1.@U*T"P;M74JW3[3GN>V90`)V MN@]+$3.4'K+"7UG_``H^4^X?F_7I5^ MM$I<:E/MA9S-N MFC'9D8V2*'8A;M((2?43G)8Q(1%@,TW[9_"UMG_J*^J8A?:@<*3%*8=F7(@F M*`B0W'_D6)B"(=1*82:G.03%^P/01#_R".73=MG\)6-T?E]?6?\`"CY3[A^; M]R._%+C3=MG\%8W1^3ZS_A1\I]P_-^Y'?BEQINVS^"L;H_)]9_PH^4^X?F_< MCOQ2XTW;9_!6-T?E7JESOUMN-Q+Q?&>C;8Y"35?5CVUE+!TQUJROT]>7(Z-% MJVJR[[4U:U!JN5FJ0P'+_8?:"PWO M5O'*`9KFMIT_Q/T&4353( M8%:Y78?[8A3=.T`#@K*3J""+9%%LV12;MVZ2:""""9$D4$4B`FDBBDF!2)I) MD*!2E*```!T#"(L;GY$V35$].1"=`KRL:QH5FNL/<+M>K%3J>_-16,;9[G'R MTU7M6;%)#F848\D_9-T"R$Z^6B%^L4C'`,J4L1528SE+-Q5HJ50W!JTNH):S MQ=6?J.YN[HO:XP7?TY.R79LUL;BLPD984J',O&T*NHQ,LWS^1EH_>1]A8SAIG:Z_F^HO\C:Q^\C'/=&4/+.<^J\LJ&!FO6& ME)G9U9V#9(]Z9F6EQ??QS,(U1Z:S318N:L*L(@N5RV!B*=>K3U3O@*X$7AFC M7NP,\3.7-UT6S$+$5JMS9&MWNMY!NP?S$9(*O7UN0;-6I'R@]!$0`>GH$0Z"(`/V.H`8/\` M\.!_,!@4:Q?P?G?W&D_\B7R3E*QG#;FXY_D]Z)_H:UA]Y$'GA>JT80`!'!#4)^I?]H%\EE9]:&O?A!D;K#_U=_C`8#`8#`C0Q_+ M%M']6BA_A2V-A>B2^$84'D?H3K1EY;:5VDR^"+. M=V=%-?N6M9EC++I"HW;^3R(*J$&/>@@6D]E35WOIA'O^^VC1DO"VP:*X[=CC M"]S;B^+[<$IUH^@!-Z?1@4^OVRM6M$SFM3<=.-B`J8 MSB-@F"?9*=1=],SLHV9M42%,HNY733(4QS@`@J=PJ]ZA M4K%3YV.L4*J[DH\)",<%<(IR,-(.8F7C7`!T4:R,3*,UFSENJ4BS==(R:A2F M*(`%4DI6-AFR;N5?-H]JM(1,4DX=K$024DIV59P<,Q(R8X]>I0`Q8I3%=GGGM!_DPX;>O;=OZ.F##R>> M>T'^3#AMZ]MV_HZ8,/)YY[0?Y,.&WKVW;^CI@P\GGGM!_DPX;>O;=OZ.F##R M>>>T'^3#AMZ]MV_HZ8,/)YY[0?Y,.&WKVW;^CI@P\GGGM!_DPX;>O;=OZ.F# M#RAG?(_FV_Y3<>=B6C7'`2"WU7=?;YK.IJFCS3WU&'OU)L0ZR>[2%Y7U.$AY M&T-*8XAH-PF*2R:4>J][:A3BJF)8N%)SHDS[ZO:D_(3P#_.QY$?H78Q/Z^3W MU>U)^0G@'^=CR(_0NQB?U\O-WVKVQ?:OU[AK:I&OZ_TIK^R!?]1H5NP<2^07 M(.^[V-/.-C5Y.,B*A3U^,^NT["C-.!!L_;#)E!5BHJ`HN`$43IJMNFKSBGK1 M[2"UK:&?^T@J=0K-Z)J2_EU\Z8H1<5LN?K2EIU^I(R>VJW5W"]/@)P7`H`V2 M9I,'/=BH5XR063[2O?X,[G+YJ4BG=V<]+SKSUY2GVQ;G`TJ-=M6#V?=*MD'; MPCA1L@*+1P\.91-HDNY/U3;"`%(0PB80#),TB96(K@R9+<<;\U>O&T"M7[6W M9$,=1_&ST3'HG4+!L)T\:@VGWL3(.9YH@\.W<,$D5'*+QLLEV3=CJ,U1U73+ ML#QAVHWA9:6DF$3&*1Q8%RV8NK%72A(1$%62JLDFS+V.W(@R5.T!8@`8;KM[FF6%KVPSDV8#`QO,Z>U989V5LTY0:M*3\[$N(.8E7L0U7=248 M\9MHUXW>&.02KG>13)!FLJ8!659H)MS&%%,A`#N6O6&O[RZ2>VZJ1-@=MR-$ MFSF11.LLV0:!*IBV;*`H4S9J_:3CQJ^2)V4Y!DZ4;.@6;G%(0OS`LS8W\WM\ M_D9:/WD?86,X:9VNOYOJ+_(VL?O(QSW1E#RSG/JSUJ2H1U\OL36)4)51F]8V M5X9M!K((2[]Q"5::G6,7&K.6$HDF[EGT:FV(/AES=5?M2&-T`9=-(J1C+.DQ MQHC%B6)U7;0HV3K]8/:'<1+&;24LQ.C3X&U3-9EW3="$B(Z4ISN1=1CY514J MKEZU[*+0INVF3.N<*PUIS5QSQUA8.\+5-EL:==)((O[!"&8-O+9!JD2;D*S& M2:+<%G2,C)3;J#.HDDW,@8S/N3@L;O"%QJK%=)IQI5T&W&%^_F3C9]@*.8DK M63%L^;1[Q[+.9D6VRYH:SX1\[Z-K(W>U-%239=XHLW7FD@^W.<#J-?:/K`TX MXS@MZ:XV)17BY->[Q[*!0F+TW[T&JDNIY;34MINE48M^0\0RL=@3;ZN.5TV* M1F#<9>..82EL3*%(H9FZ4:"HD)@`PD,'4`'-Q-8B4G"9A8,W_BC;]VJW]\,7F?D]EW MHMGOM]6Z3GC>@P&!I;0G^*.?W:LGWPRF>SX_9;Z//?[[O55\VRO;6EM3H&Q] M?WM9B>31I5VJEM5C4URM5)!.MSK"9.Q32NNG+$T8?2%=-%-S6U:"AEV=46C: MV>UEH"JS:-!*J-%UP:'J3MH1XL8T@9H\(=595]$_T-:P^\B#SPO5.N:\WH[PD56XE M\CXME'['GYBT,74A,L2,F8TV-;2[Q" ML1^M4[&WLH$>C$-E'AO"KB\[*$ M6OA=$)PNK,%K*:U9'VU]'0$[>N.-_?*0$8I6'?GFA9#4$A*R2#R`FF,FTL.R MUM1H'>2R+E-^T7==^5155$IC5*L:G]G565;:6<=;*L;V);0=UKT.1X:WK76O MM;7)[@FTYUE=?C$(TL5\"4V^?S6>LD3/R,XC!19USD?).'SF475X7##\$8AM M/2$Q8+XWLY;#*5JQW%5Y1FR$_<9MG*:?G;I&SN9Z-VY#)V MJ.7K>P:U7VTFO"[0;1THG(QDL60C:W&H(F9&3,J*AJ\/0Z%A8:MQ$77J[$QD M#`0<>TB86#A6#6+B(B*CT$VK"-BXUBD@RCX]DU2*FBBD0B::90*4```#*RJ> M`P&`P&!&A]^6+5_ZM%\_"EKG"]$E\(8#`8#`8#`B#MG0%SO','A]R&@I2L(5 M+051Y/U.\Q$LZE4+%)([P@-8-ZZ\J;=G$/8QZK%S.N0*](\=,@(UC'R>V/5YE9Z7!4(J6DH-^A M*0[YU&R+7O?#O6:QT'*/?(J-UN[5((')WB"IB#T^R4PAD&3M5'N5AE3U*!N$ MW7T(ZK[)NK)*.%RY*=[2==6NZ&9-V2+MIV'$\2!,Q[XIC&1\2*G85[/=GEU( MQHL5RJS2R9[@?S-0?3>UMC`A/:WF=FRKYLSD9.<9A6U]MH.J[&1SN;9I6*86 M1DIQ93O7#4`1FGZJQ1+WPJY_KC2V,Z?LN/?HP;:[;?*[9;5"^_&\+%4&5A7Y M[*B_@YJ4C9*2F)=V6?@GC^3.S=R+VQOG"Z9UW`]X^<=%3@L.IVZCB/CFS18Z!U=THJ&1,HB(E$Q"F$O3J` M#Z,]$?-;2,)\'S'^:_T8+AZR^./X[<\'S'^:_T8+AZR^./X[<LOCC^.W'-;VDXI[ MPXE.!W-:65CV)^-UDBTE9J!47DI#9/'\S%@V;33!TZ=NB1FX)*1.BW;HF.)4 M&ZRING0I#"(!F;OEMFV8B):M^.8NB9F&TWG!T,!@:LB?`[FM$JR#$G&ZR2B2 M4U/*(24?LGC^5B_;.9I^Z:NVI)/<$;(D1<-UBG`J[=%4O7H8A1`0SO;\ML6Q M$Q+G=\TL\4]X/F/\U_HP7#UE\TG%/>#YC_-?Z,%P]9?''\=N.:WM)Q3W@^8_P`U_HP7#UE\TG%/ M>#YC_-?Z,%P]9?''\=N.:WM)Q3W@^8_S7^C!,-M*J\CWC5(RFS..8)E4<-U$2&4$NZSF`@&.'40`1Z?W!Q/S6TRE M8^.>\-EW3=WN^>7^;>\FFVBW>5>+\!YG[ MVX1],^7^.\,]\%XWP7=][W*O=]KM=@W3LB&H7_O;7_\`K_\`_G5__P!-V2KI MQ^7_U]_C`8#`8#`C0Q_+%M']6BA_A2V-A>B2^$>4,W7N4B27*9O!1/()29=; M-)9-*V`+B4D:XG%H_9JS6OI0#W<*3-IKF*;MX!!H]9':UU5[*QZDO`+IQ4XT M6C6&#ED*WS,_]9]TEM@_6,G!-X"]Q[?O.2(_&A[V+M!^+LJ_@^.INU6>]A%N M_@0[Q+Q$&7N93J*PE'"M=T.>2$U*OF=V:4?WS22$8Y=3;,FNCZ<::OK\8WB/ M>JE+NR_&>ZW^TD95O)`Q0>&K*X(K.C)"BU2J848A$H` M!'0T;'UIY'+SK?6%AM[I";B[J20.>A29YR+13,<6[Y%-07*;LATRX,.CKQ\E MS0K+R$9MJS,2S!:O69TYEGZ\79Y&1OY=U;'-1*=8$I>ZLXZNZX?ZUDFSF6F6 M#<)1FBV8HE55,5-J6+@R3',N2-RT1NRN[)1DV6PG=&CI/74K2))77DR%MEM2 MUVPO:]$R-3LY'[`E3W"#Y@V64?%%RP!-!T=T0JSAU4PK"Q`<\T86SM==U.N> M5T!!AJZ*8;(L4PELN;2B9E2@?&;:)$UML/GJ]\@)29LB;8'DC),09QS,Y8Q0 MG;,J,/NR;KF2Y7'V4S#8",6KKU:5(@[00KL+'J-8R8K^R'YG))!I8'CXRM4F M*E6F1/V,WBCV)\JNT'L4P!/O>V+!^,,5MZ\OW/^H?=4G3G$$1O M%E`LKIYJ]UJ?:Z M<*!ZZ@T"P1SD(9Q,@5`DH8J3W[UN31UGUYJC M8&Q82(UELB!F'M'KR\^6)E9.U420CVL@FV."CN=/CNB MV9JS?;-T1$=WFU\0?)3Z,N_O5Q*_^EG;EL[N?'=X/B#Y*?1EW]ZN)7_TL4L0\1D(KCIR*C'[?O/#OH^A3C)XAWJ1T%>Y#X@^2GT9=_>KB5_P#2QRV=SCN\/6KV4NK]HZ]3Y#2.R-;777*5 MGG-^*]Q1UZ;:$;FOVW:7L`,^3[N(,L/:0`5@Z=2?;= M,#4+^)S]5.^53_X\,C%8Y M<\)6/Y>JJV4:NW29:>5P[EY#;!U5L`:XPU;4+=4"T=>U+V-/:- MBB[/%2#N?@:35(V>IS?3LY#QD3:+O9$4$GQ9Y933SM+&ASU"%),:O5@"J%:6`S MIM(#(`5JZB&9C]H!1W]?\J$;91W%VFJ!(QBV19HLMG>-ZL]D82D\>J[R*A)J,0CVMK14A[?5KC%(%%VJQ?L571A4:',BH MD`HOEGS%U^Z=2,'F#1FV M8!\J]>-64&B@\4`7XJ-'1$A15I;D/+/F_&.9UM282T5KDC9S5Q!];;O(4F8I MPAJ78FW!6=0T50[VUF';>,UL]8+MP>M`2?J)@"AT^VH44S6;7N=6K;E%U*8I ME+VU:&%X53/7'+"LP4>W?1,D]U7$U6P%>V*UPC#RJY36Z:XS9D!47C51ZJI( MH,4&;U9N*+FBN655M>JF.V:=5;([@Y':?'G7+!M9C,*XYD8SD/9=(L:W=H_P M*]D.:+;5+>4?+$:N2-7BRC=1FL5H<15(*.S:>7.LZE(SL:_CK.J>,E+#`P;S MM4Z'C;S8*;.UBKW."JC^TW"OMR2-:LMO9,#A*#&)R#HYB1QWO9$<%)6<'./6 MTYJ+9&VZ)`6:P15/T)?>0%-"<3:5:,VE5J`SF/-TX!\56<(8#`C0^_+%J_]6B^?A2U MSA>B2^$,!@,!@,!@1,W=R!LNL.1_"K3$1"PJ6R5D0?C+P#/6N@[ MUMF*]?.&J!RP]3K;UV*13"LL M"'=HD45,1,P9SP&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P& M`P&`P&!96RJDI?M(T=.[*6KQ-6UZ=DMPTNL;$>K55G6%[=N:0MQFE" M)YA*0T:E>[`IL--R2/>L5'R9+"@^["H/D'O8+BNNQ*<J; M;=M@UJ3CF$W*RNF*]-6"5L[VQPBC:3EYJA1L[?Y44VBR2S,J\HZ2;I=5%28, M5#HA^*LO9XIE1:CK)E<'=((WBTF^LV58GDZ4@Y9R@5GM/ZS$O8])F==K('@U M!3<((+-WAFQ4E453#'-=FLRZ`GH&R.M5PVN`KHW%&P6D:Y5X>&CG=T9D@[?% MV^40)%L$I&1DP!8R)A8/6B$=;(5IX6&491+1'4=429+LP[H%H*-(V!,[=N5,@Q7 M''ZZTFE).;>PU[K5C-E:,W;ZP^\NN1DZBQC)9C*QSE\_6BVTH@T8S50:NFYU M3%(1Q&(K$$#-R&(,5*N%ET5J;W@0UJ1J%53A3S5BU\P2JY%&M-;0L=[UK-PH(B95F"U9I2JE(E6=W!2<(_HD2Y,8`%P"T,T4$>TT1%,8N=76&G'M M03H*^O-:.Z#(.:XFE2E:E5EZ@^>4-O"EJ2:=A\3I%Q'L7&N-'2"UYL3;7C!)37M.>$LUAI=0D+3'5OMC!JI M2!ZW2Z2NZ:$.)DF[2.`$A`"$#"UGNOZ,UMI=*!4J\7KG7#&M)UBU4$]92I-= MC8<*/(2J[>X5/R$\4W:C2YB52.9XT!$8]Z804,50#%,),5')/Z`T3Y=4F*FM M]5DM\9>-AQ=?@XV%JS6RL:+#PSZ^6=FPAFC1M+.H.`<,EG:A2J.!9D*;[9-( M1(7&61QN-5`U<3-88[()@(K:3UFOX;N';9;QK8SUGW2Z2GBV9/#]IVV[!Q[]L7Q:750G M4@=Z3T_;!U#LX$:'WY8M7_JT7S\*6N<+T27PA@,!@,!@,",V\KKI"H[2XK1^ MT*<%AV!>=NV"GZ#L!*]'2SBD7Y;5-[G9V6)+.W;9Y6F\G0(*48JKM2K'6!<$ M3D[!S&*6*XI,X0P&!X`^U\%=WO7C]&*/Y5*.^*;:;\S%G+RD>U4>IW#7;=-V MJ@P=MDUG"2"QR%.8!,4IQ`.@".=?BMBZ9K#-\S%L4GJ\M/)&G[9FONDL/NIG M?CLVPXZ[]TN_%T]S.2+*'A&UJF)>2W&(-U05"/E6J_9Z=>Y8M*S&+\P7%JP\P=IR!D&8OG("1$%#%%0X"!>H@.-%FV#7?NE3O)&G M[9FONDL/NICCLVPFN_=)Y(T_;,U]TEA]U,<=FV#7?ND\D:?MF:^Z2P^ZF..S M;!KOW2]@/8\'<-[?RBB@?2:\:VK?'N0;,GTK)2+=L^D)3?S9^Z;)OW3D&ZSU M"+;$5$G9[PJ"8&Z]D.GG^6(BZ(B.CM9,S;69ZOL[W'UY".4, ME(+SCVK2K:)18*D.F=-ZJ_43*D8#%$#B`@(?9P1G#\Y/ZOWVX/R2P@F%=BJ[#5R2USL%78IGPP\4J2#>W2Y/7(1TW.H-&+N5CV+(SH MJSQ)9TX+7)?%STL.R&2Q[I(0#Z76H>S=>+HN:C%6"JR<'>;749^,)8:U/@NV MG6<6RI#1L[9J&(D\!RY[!T3&(<@8UU9Q);:IG/-H:]JKLU;O/;95@PK#=I&, MMHV*F-=9KN*XD286"OZRKFLFQ(2"K"8*%BVR*`B\7%$`,*^%1H_$RKU36'Q5 M2TW[[*\WEM(%C4Y.`8^&1I?'U;7Y=?U&2CG;F2:S"RK+7Z7F;]7LF=NGJZJ: M*"14&Z(JQA7?9\:]J]8J%8A[5)L6]6J%QJZSEE`PC%6?>7?C?K[CE-6>6(U( MF1:<T==\Y4*H82``X*JJWX'T0;3(SDS.-[#&2-JK5R*NWD#0]^3:Q\+3H12Z4RWQTC#6&@;$%O3R=VY1=/(A0K MM8CZ-?D!$$A7-BFO^SEIE=(Q3;[`F7PM6TI!K/YV(&T33B&DI*@2Y;:@_MD[ M/MHK>[%[KIIX:X-&Z)6173H[2-;N3(.6\HNIVYSV=6O[32;#5IFTC#R]A3K# M1*T:YI=;HCNEQ]?E=8F?M=:H(^;N*<:WUO5K1E+G*Y<@[7>NUA*")TF:-2N+ M+<5QB?5RO:\;UFW5&"M&NMV7#=\4XC]7)QVOE)F[4396O9:#)KV#N<,Z8Q"4 M-LYXNB9*9!P+Y%-98ZP&5(<58[DN`5&G-G+['G[9)SY9"WHW25KLRQ=2,2L[ M)LFQ[`=5AE&NI]6M-Z'+%M3ML\8.(QXZ56-X@KM,%'""PKA15+QP0HE[HE;H MS^X6:+2I>L=XZWI$["-HME,TSXXKO0+E'3M:.=%=K''U^AKYO#LV'=&CGL(Y M<,'22C-51N<1+'UB]FS1[-%2,2\V#,,2KRMU?LI:$K41%6-1#8,#R`@ITEHG MD'(OK0^B&_(N72@UA%JC%LF3-L*"X"].\%65]><-(#7NPM6;!86CM/-;Q-G8 M*,4(F7.G,GM$WN.P.&R+NR7&U.8^&:26Z'RB(N/,)Q,&2"21%4TL M(AW>;_0Z'R_IKF\W:HTQN^XVWU!DO:[)#5U%XL79^NU#(M59AZS(X5*0@F$I M!$0`!'"]&7_G&<>_EVTUZSZ1[N8*3V/G&<>_EVTUZSZ1[N8*3V/G&<>_EVTU MZSZ1[N8*3V/G&<>_EVTUZSZ1[N8*3V/G&<>_EVTUZSZ1[N8*3V/G&<>_EVTU MZSZ1[N8*3V7<;QJCAC9*G(/;AKM=O%W"J2R#&Q5B06(BH*1'C9(K@J9CHF4 M3#MYV^#.[T<_EB8MBO=%[/2X+OH%P=:_NM8NS)FVD'=7F64RW9//\5=+,E05 M(BX#LGZHG$.A@Z"`AZ!`.AF5;0B=?HMBM4DTV_<+J%$G3T#F;8[X+%TK\<$;)96.7E9->':K,8A:0>JQ;%ROXIPSCE'* MAV+5PYZ!XA9NV$I#GZ!VS`(_WM/L?_P"'_*C^1_&_]^N1N>7YO?'H M[_'[?O\`^/Z&9K+MHM?_T]_C`8#`8#`A]>++(ZUY-/+N M_P!?;0M-7G]$UFJLY;7M"G;PBWGX78%REWT=)$@4'*L>J$=,MU""J4I5`,/9 M$1*(`7HNKYST)\CW)?U`["]R\%#YST)\CW)?U`["]R\%#YST)\CW)?U`["]R M\%#YST)\CW)?U`["]R\%#YST)\CW)?U`["]R\%#YST)\CW)?U`["]R\%#YST M)\CW)?U`["]R\%#YST)\CW)?U`["]R\%#YST)\CW)?U`["]R\%#YST)\CW)? MU`["]R\%#YST)\CW)?U`["]R\%#YST)\CW)?U`["]R\%#YST)\CW)?U`["]R M\%#YST)\CW)?U`["]R\%#YST)\CW)?U`["]R\%#YST)\CW)?U`["]R\%&$'- M$UKRCY)0MLV-QM=V.FTS1]GKR#SD'HQNDQ;6>;OE1DF;:OMM@PKD579HJ,=' M4.V)^QD]!C!VP`1E&;-_S+N'7T3N-'J)U;\%<%9[GS+N'7T3N-'J)U;\%<%9 M[GS+N'7T3N-'J)U;\%<%9[GS+N'7T3N-'J)U;\%<%9[GS+N'7T3N-'J)U;\% M<%9[GS+N'7T3N-'J)U;\%<%9[GS+N'7T3N-'J)U;\%<%9[HF6E-V1N))MK#7%;+-:?B]8[>K\W#.D&M:2+:&R]JLT,L,6MV MDEC(%6$O:0*(18G/%+/YEW#KZ)W&CU$ZM^"N5*SW/F7<.OHG<:/43JWX*X*S MW1HY;^RDXCKM::+">L%/DWVP]0:AUE7]@LHJMV6-G9.)@)Q*N)> M5+6!DQ.S.NMVLK:[%*++NWRR!72PH-T@08,^_4*V;HD.)<[?!G[`.>EP,"M5R>?5>Y.F@\,1HL=ZT;'3`BH@F83= M#"!>N!J=?[Q+[+?_`/Q_W+U5<=_A)DJZ:)[O_]3?XP&`P&`P&`P&`P&`P&`P M&`P&`P&`P&`P&`P&`P&`P&`P&!Y_^T"VU;=/17$B=KET<42$L/.?CW2-F3`/ M&L=%.-8V12UI6:(LD@]`&C*O2*K=L5=10Z10,!`[8"(=2QU3.J.QM>W_`,P] MX=[IMV\I\)YK[T;1"63RSQ_B?`^8>3/GO@O&^"6[KO.SWG='[/7LFZ$46'W3 MIRQ33:MU_;.LYVQ/%EFS2!A[W5I.:=.&Z:JJZ#:+92J[Y=9!)`YCE*F)BE(8 M1```<%')8]R:@I\LO`VW:NMZM.-2(*.8:QWFL0DLW3*;^'44*4_;5#L"(`/01P8N&I\??9X7UP[:4;2' M#"Z.V")'+YK4]:Z/L3ADW5/W2:[M"'A7BC9%13[4IC@4HF]`#UP8J8WTO[-= MW/DJK74_!US:%),T*G6V]$T*M/GF2.#-#1)(=.*-(FDRNBBD*`)]Z"@"7L]? M1@Q=FT:*]G)2)(L-=--\)JA,&;)/2Q5HU[HJ`DC,USJIHNRL96(:.A;+*('* M53L]@PD,`#Z!P8JA,\=/9\5VO15NL&B>&T%5)WP/DEGF=8:2C*],^9L59.-\ MJFGL&A&R'F$:@=PAW*I^]0(90G4H".#%]P7&_P!GY:(*1M%9T+PYL59ASO$Y M>Q06KM*2\%%J1[-&1?IR,O'P3B/8G8Q[A-=8%5"BDBB+\0-+S$O3-9+<;=3V"8F&<7/52B*:PHDQ*3[-55C'QTO!5\8IZ^F&J M[Q1%%%9(RQ#JF(4`$P@(Q99MFS]:T)PT:7G8=&I;M^B=RQ:VRVP%=N$<[S8VO8ZKM+O(7NFL:6_[CP-O>6B$:U=Y MXHYTVWA)]=\2*<>(43,4G85'MB`@'40P/NK["H-W9OY&EWBH6^/BC@G)OJO9 M86?9QR@I"N";]U%/7:#,XH%$_10Q1[`=?L8%&KFY-07"60@:EM76]IG'1%U& MT-7+S6)N6<)MD3N'*B$=&2CIXJ1N@F8YQ*00(0HB/0`ZX*."=W;IBKRSR!LN MW-85V1S^6;O&IU$%B'*!R%$2&`0]`@."BNV[ M8VO:!Y?[_+W3:3YMXORKWW6B$K?F?@/#>.\O\Y?,O&^"\:CWO=]KN^])VNG: M+U#[3V%05:D-^2O%04H@$44&ZIV6%/4@31?FBEE!L97HPX$2E"&;&'ONA7`" MF/VX=,#AJ6RM&:$<&0." M8J`4#B0W3KT'`I$/NG3EBFFU;K^V=9SMB>++-FD##WNK2R[@U)2Y0\'<=HZZJ/E)-J[*BN4!$AA)V3`'H$<%%3L>QM>TZ/C)>W7NFU:*FNSY/)V.T0D M''RW:0*Y+Y8]DWS5L_[38X*!W1C]2"!OL#UP/N/V%09:LN[K%7BH2=-CR.U' M]MC[+"O:RR3CP[3]1W/-GJD4V(R+Z5A.J4$P_ONF!TJIM/6-\>.8ZC[&H=SD M&;;QKMA5+?7[$\:LP530%VY:Q$@\70;=^L0G>&*!.V8`Z]1#`IB>[=,+3J=7 M1VYK!6S*RQ8!*NIWZJ'G5)T[P(XD*G$%EAD#RQY`00!L"8K"L/8[/:]&"BH6 MK:^K:+((Q%WV50*;*N62/67<-DGZ+*7D6;E5DJY9JIE5*42 M&.D*A"U*7(P4B;3+66%CJY*)RK47L8I'3;QZC& M/22+,HK("FJ8%D@[1.I?3@?$#L;7MIAI2Q5B]TVQU^$\1YU.P-HA)>&B/"-0 M?.O-)./?.&3#PS(P+*=ZZLRG$)!4Q"),%HES*IOTGJAU"@5(R8'$3``!Z0P4GLJ=LV?K6A. M&C2\[#HU+=OT3N6+6V6V`KKAZW2/W2B[1"8D&:CE%-3[4QB`8H&]`CUP.TZV M%06-61O+V\5!G27!&ZC>XNK+"MZLNF[7!JU41L*KTD2J1RY,":8E6$#J#V0Z MCZ,#XJ^QM>WAO(NZ5>Z;<&D/W7F[JKVB$L#>+[XBRJ/F*T2^=IL>]3;J&+WH ME[12&$/0`]`HM?W3IRVR[2OU7;.L[-/2'B/`0E?O=6F9=[X5JL]=>$C8Z5)9.4UD^V0O;24*<.I3`(BBNVW85!H*;%:]7BH4I*3.NG&J MVVRPM<3D%&I4C.4V)YAZS*[.W*N05`3$PD`Y>O3J&!\([&UZYJBM\;WNFKT= M#M]_]L1'QHA/NWQ@0-U6#HL/8'[;T8'Q4ME:YORCY&BW^ ME756,(@I))5*U05C4CTW1E2ME'Q(=^\,T(X,@<$Q4`H'$ANG7H.!2(_=.G): M<1K$5MG6ZL]G%Y!(QR*L$8EM*J/U7J9TS`9(J8G`2B`AZ!P M4GLY[+N#4E+E#P=QVCKJIS2:*+D\19;M68*4(W<`)FZYX^4DVKLJ*Y0$2&$G M9,`>@1P45:Q;"H-0BH^=MMXJ%7A)8Z2<5,6*RPL)%2:B[8SQ!./D)-ZV:/3K M-""J0$SF$R8"8/M0ZX'Q&;&U[-5N0N4/>Z;+5")\7YK:XRT0C^MQG@$DW#[S M"=:OE8MGX-!4IU>\5+W9#`)N@"`X'2JNU]6WJ06B*1LJ@7*5;,E)%Q&56XUV MPR"$>BNW;*OUF41(O'*3))R\23,J8H$*=4A1'J8H"%,MJ8G,L]KV2 M_6>/R.>"7\LGOX+8O++-F:/'W^WGJ/_O+9[\/DUCJL^U);]9[_`+2.#_JT:O\`OKV5BV+_\/C[+#_V'_P#8EV=EG*&;??(R+_= M#S0_5A/[2.<_JT;0^^O6N2,VK_:C3R"_MY[=_P"\M@?P^0N.I'M>EWZU]^4) MQ._H:NOW[HXE+,I9DYC?^&$XL?\`=O\LF7X+93 M$%^UY(S:O]K#7MR?[5GF'_+.F?@GH&)S6WVP]Q?U MMK_ZO_\`]JO_`.C=EECX^J\Z'_X3)]_(S8W^WE:,="?>PU^J9_SA3_L??[9OCO_3+MO[P]FXZK/M9D_64_P"T^M7]#6HOWHD,3F6> MUZ7?K&?]GQ[-?_\`0OX$J[EEFS.5Y>S_`/\`PS_+7^1O+7]Z\="??"&_ZJ?^ M6+R*_JT+?A2U_DA;\H>:&N?[W\C."/^S/)Y9R2WWRLSV$']CK[3O_`+_/]ER) MQ!?G"`?ZL)_:1SG]6C:'WUZUR1FU?[4:?:!?VX.V_P"N30OO@IF.I'M>EWZU M]^4)Q._H:NOW[HXE+,I26Y/?^%IT[_(W0/X;HO+T2/?*S?U7G\GOVBG_`';_ M`'D;9Q!?G#QM_5^_[73B5_W\_P"S+N?)&;5_MD_6!/[73EK_`-PW^S+IC$YE MGMA[B_K9G\WO"?\`EGO#]Y-:999LSE9FG/\`PIVU/_VX_P!K"+QT)]\+-_5, M_P"<+FQ_(S1_[][+R0M^4/)_V?O]N#J3^N3??O@N>.JS[69/UE/^T^M7]#6H MOWHD,3F6>UZP?K$O]EO[/_\`EEJK_9WLF66;,Y6;[-?_`,-US[_]J?\`!31, M="??"&WZJ[_:#[B_J;;"_#;QYR0M^7W>R?LY/_\`H4_KD\N/_P![.7NS/_#0 %0S+J_]D_ ` end GRAPHIC 33 g129874g30w59.jpg GRAPHIC begin 644 g129874g30w59.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_]H`"`$!```_`.F^"LDDO@$-([.WVN3ECD]%KOR0`23@#J37B-IK>H1^ M-K?QW)._]D:AJDFGA23M$6T*C?3@GZJ:];U_P]8>);!;+41,85D$@\J4QG(! M'4?4UYGX.\#:-JOB'Q);7;7C1Z9?"*W`NG&U>>O//05O?$Z]CT_5_"-Q/<>1 M;QZF&EU'P'J%KIFNVTUT_E[$AE^8XD4G&/;->A:8?^ M)3:$G_E@F2?]T5XU_;>H+XU3Q\9W_L>35CINW/R^3MVA_IU/U%>W9XS7BOP[ MUJ\M_B'+<74S-9>(I+D0;F)`=)"1^F1_P(4>,M:O9_B=;ZG!*XT[1K^VLGPQ M"L[$L_\`(@_05ZOXBUE=!T6:_8(60JJ!VP"S,`.F3QG/`S@&F>'=<&LV(DD: M#SMSX,+[DE0,5$B9YVDCK7&^#=1'AK5O&FE7I7MCIWB_P]'' M,9'LKQ$F4Q2%&(X8GI"8%%TX(+*"O-&OH?#6L2L MT.IVZWNG2N<@[ADID_0_BI]:Z/X62220^(_,=FVZW.!N.<#CBN5MH]!\0^-M M;LO'UW-'>1W12PMYYVBA6+)V[""!DC'UZ\UZE<36_AKP_'Y,3RP6BQ0HI?)* MY5!R>O6IWU%5UN+3/*):2W>?S,\`*RKC'_`OTKF-5^)-IHDQ6]T^9D:66.(V MSB1CY;E&+KQLR1D=<_A7'?#+QSI'A?PD-.U..]2X\]WPEJ[#!QCD?2NT\:>) M0OPYGU+34F:348EAM5V$/F3CIU!`R?PKE=1^'GBX>`FT5M9L9;.UA\U+5+3# MEERV`_7).1GWKO/`^LOKW@_3KZ8,)S$(Y@P(.]?E)_'&?QK"^'T;IXJ\:%D9 M0VI`J2,9^]TJ/XEVRW>M^$(I(!/$=4`D5DW*5^7.1Z4WXH^'M)MOA]J,MCH] MG%<*8MKP6RAQ^\7."!GI6IXLU>71/AK)<0*YN9+1((%126WNH48'MDG\*Y*X M^'7B[_A`3H9UBQ:TCA\P6@L_GW@[\;^N=W&:ZKPWXBEOOA<-5F#BYM;*190R MD-OC4C./?`/XUPTVC75A\'O#NN6D+_;M(N?M@7:_W2#^->G75I+KVDZ9>VUPMO=0E+N%I(]Z[BA!#+ MD9!#D=01U[56T+PQ<:3JTVI27D)-PA5[6"$I#'SG,>6)7)R3V)/0=_/OBM8Z MC:^,(WTV)S_PD%D+"4JI(R)%Z_AM%7?BG8W'AR+0=9TB)RUC#)IYV+GY&C(7 MIZ?-76:!&G@WX96K2QG-E8^=(@')&/!OC"\\)3,NLV5K#K@>X MN8)[/>Y\P70\-3:)?JRW>C7+VS;@1E%XW7X MN>+G9&"M';X8C@_*.AIWQDC>3P&ZHC.?M4/"C/>L^59_AEXK6Z@BD;PQK+_O MHT4D64Q_B`'13_+/H*TOC`#/\.;KR5,FZ6$C8,Y&\5L^*E9OA[JJA26.FR`` M#G_5FN+OO"UQK'PFT'4-/5H]8TBV2XMF48`1[@>M7_@S//=Z)K%Y< M0F&2YU.29E*D8+*I.,]JK^.O%/@S6(-0T6ZT^>]UB#?#!$EHQE$@R`58#IGG MKSZ&NA\.^'[^7X:V&BZK/)!=B%=S\,T1#[E'/!P`!^%7W\/Z@]U;7@UZ47<$ K;Q-+]FCQ(C,K8(Q@8VCD5H6&DVFGK+Y<2%YI7EDD*# GRAPHIC 34 g129874g37j47.jpg GRAPHIC begin 644 g129874g37j47.jpg M_]C_X0`817AI9@``24DJ``@``````````````/_L`!%$=6-K>0`!``0```!D M``#_X01,:'1T<#HO+VYS+F%D;V)E+F-O;2]X87`O,2XP+P`\/WAP86-K970@ M8F5G:6X](N^[OR(@:60](EG)E4WI.5&-Z:V,Y9"(_/B`\ M>#IX;7!M971A('AM;&YS.G@](F%D;V)E.FYS.FUE=&$O(B!X.GAM<'1K/2)! M9&]B92!835`@0V]R92`U+C`M8S`V,"`V,2XQ,S0W-S7!E+U)E&UL M;G,Z>&UP/2)H='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q+C`O(B!X;6QN&UP34TZ1&5R:79E9$9R;VT@"UD969A=6QT(CY-:6-R;W-O9G0@5V]R9"`M(%!R;VIE M8W0@0G)O;F-O("T@1BTT(%)E9VES=')A=&EO;B!3=&%T96UE;G0@7T)A#IX;7!M M971A/B`\/WAP86-K970@96YD/2)R(C\^_^T`2%!H;W1OXF,E'L>G*8VS`_ M?-;7,I`T53*I)4YY#,G'/[Z1#Z:@!AX+TRI&]VW>H/+0U/>42$RW;*X%<*S8 M6FO2;A6/LC",E)&.A9HA@=&`RDC!-&R@F_&`@8.O7C>EJ17MRRO$S8()7)6] MG9UD>NO[=8Z;370=0X MTQ\[QI3<2D M2::\5GL5%)URNMTH>#[G'M+DU;H$-&LDAT*F03&$3"&HCQU5O\_6,Q&< M>&,Q;.GOC_TRM\NX#)4,?/#"UP,`19DWLE\R=63K[=8AG47#$--3,RZ> MJMA,1`H]FW3.;43AIH*WTI$=>3$SS^&QJ=58BC52MTROHBWA*K!QD!%I&$#' M*QBFB+)N*IBE*!UCIH@8YM`YCB(^WCEF<[:))P"PN1-DOJ:W!W@:?855U`&C MV+E?<[7(/=%$'=97NPR(S;&P,%YN!=5IM7V:C]PR3;';@Z33(00-R@`<3I?I M@1*AZ=6\F;BY\,FNYUB#S/V.;E2Z[$[DK`^;8_P+&MI&0N^(VCY,B)74C.3$ M>U2>/B%*5=-^840(5#081FO\"O!WIZ^I=%1*2=\/%QDG'U1G"OE)[.J=K"6G M+-?*:E.V>GNJW&QCB&F,<4A.8=PSJ6%RX5<&(AJ`G$W$Z3/K/`_[B=L?JAY0 ML&97U(\N5E;)U=)1J#84L_3L>;#D;CRP*R&.;L2`9MB,9:WSS1J!Y`S4$?CO MC=L*A4]!:(]0<>;3?5(5Q&&(D,:NFA)O<2AF"ZW1'=I6Y>7D*62FQ[,,?11; M%6':I`->TUY%R9<1;JH+'3*77DY8.N?"_P!]%%V_DUP_VY%_T[@HU?EY:.@8 MJ3G)AXC'Q,/'O)23?N!,"#*/8-U'3QVL8H&$$F[=(QS:`(Z`/`4=6]3O88E+ MQD`3H7M@QDZ:89)2(3B&8V-A)MU6W>'"(&*J43"4- M=`BD5ZB>'\CWLN'L993P^TRNXMSBDL8&;=76X)+V1!44AA'`U:!BHYE)D$/B M%/(]F373G'H$0C,UNXDU(;-,^TW=;4(=EMUG&-;S:X;T^ZR,?C>=DE^[,8RR M`XGUWJ*KES\,HI"<.X7;!*[(\SV:^;D\0;6J/2+I*T9NSQW0)B`P[0JO992X6^7.W5KYZ5+ MQJZBG8`=0CA`"Z:ZB`3C:%C?<)M'NEO-HV.*Q*;<[8/ M@35C`624FI)L%K<(2\FP[5PHV4Y1`2BGT"/`5JF=H6_>IXGR45QA^`R;+;M, M#2">48O!OF>S6V`RD?*),WQ,EE^*7B&C6'MIF\P^@D"(J.$P!+LQ4`2:<`R? MMAM-BW)7%ID;)V!,T8C6Q(T3AZ/7,WU4M408.W\<@BK9JBT16?%FY99LD9!T M[6,B+8I@32(8!$_`:,\!C;OH\F_4WC3S-\I>]^6D?#O)_P`^?JQU[>0Y_!/E M'^YO`-=.Y>*]'/WCEZ->`(%5\L=U^/\`]!NX\IO\E^;_`"'?W'U?G=7M MX`E(>3_!GGE[PWW0[;ZM/GGW+FZ->Z?-#\/[#[O7IP%XZ?IY8@]/+NGA3+3R AGS>7?T)?X+S_`'O#?U.OX-.`DGM_+U]?LZOLX#O@/__9 ` end GRAPHIC 35 g129874g42b63.jpg GRAPHIC begin 644 g129874g42b63.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`$@#Y`P$1``(1`0,1`?_$`(X```,``P$!`0`````` M``````@)"@4&!P`#!`$!`````````````````````!````4#`00&!@4&!A,` M`````P0%!@[GXT8*S?3V##K=<:E4ZEQPS!&\NFKVVUB M_5V43DJX8$.M0Z5K2M0Z5]>^M0>ML$/>NYJ>9[1_GJ\P\%)(=:%!.E+%\!S- MFHV6PK4`09%<4RS&R`"L?N\B$4'"7$VC*7DJT4N()3LY(96$K6RH5VP6#$W( MCY7XNA.N&I*7&6AY&P159C"76?4B(Z&:1EAA7&FA(+;H8J93_P"4C8#70%`K M8+TPK38%MM^^E*TV"/?(''740AG5CP7TZB&M=GHL,W+2*IAD%PR,<--@%S-( M]&C;?*VFIR,E`"T2CI16':880]X]U+PK!;KK:75I2W8*())C:<<'])G+],4\ MN)HR&FB,\:\I9%:^2$EB)9.44]>*QP[G*TA"HZ78*3+WLH\6![!?NOK;4*VM M?5NV#%Z(>1#IF[2JPQE2=9<$?\N/6-E=4>KO>SE3S;J75*Q_O`B`96!QA@AA M1PTXH`%;6ZVEW5AVTKZ=@&+1$R9G/(+)/6D;\MR\[Y/:D):A#RCF%TQQK`:N MD1]'I-;?P:>V&?U=.@40@BQ$O:'9;6ZRH8-E:75KOK4,AY@_*W(R)H.QKQ,P MF>RLQ,T,^\E&3"T0.5O*5J,N-1JH*@G.&1'>76:A#U2$XF,.CIJ@8Z%:A)JL M9$I6G0K6@=#\O?G"_P#-W3K:1^=%Y37LG,>7X^<;\BS3A%LO,I/Y=64!-,`ABBU#4URB3;?9;3I7UZ-OJK78.QXIZM:8 MY-`A)U,7VN%EU]Q3B\Y[))O."`5,+^0\5EC<<=A4PJ]F`+*$FR40(&0@OHV] M6M@]'Z-UNP`3Y6;-#-"?CV=<(9YR[(TF3-%1['.2FV4DU0[:LMYE32QW,X+2 MB>'0J5#()PQ8LEFJE[+:6!7'*4MI2E?2#W,M=1J.\2)%+Q\XHTD=^W(D3@3Y M+#@9QEAD4Z+(5,R,FQ4$]1D]Y/%LKTA'Z/!2H'>BMDJJJM@-E*U!ZXR1`-AA M]8$K/%^FAF$OXQ20^(JG2/H@6968#RCA1JFNP$W%!DG(2TAIQBE@O3M=C:;9 MU*$#I3I7V'*TMK2[HUH">9]U4I<<'EN\?LJ(@?JP4R]RH:4!XOL%Z)`X19RC M9-N-ZEXLDY9(#!`W=B7;AF,Z#Y80,*E0QZ!WV6TIT=@_=IF:H\N%="W+V\Z(;..U)00AK[++AQ2-_ M2WW4NK4&B:(0V0:SI`03(]4DH,,*M-]MW2K7TW;J!,JVM8K,NNL(W\MU:6G-_X?Y-U`'KIIM9G M#*EEL:EW`VHZ;+;2I2!*WD;0RQ17>"L`ZZ*51:B7%PSY;?U85UMH5X9S8LRS MEE&K68L09C3?A6OM]\%G8HR)!%B/>YG,D`(*ZD",M6HLUM!HA&#BL">NZ%:7 M]H)!>NF_8)3M._';43S2RDU.H#;"BHO]*.J$C$[ MUQQ$U&M"B8?MM9`5UH9>EP5>ON]>ZFP-J\R=D1D!BEIVQR^\=YA?<4R*9RO@ M-A'GJR5*U*<2NW%U/>@:VDFC%H(UMY59&(`BC!TMW7WAV_V-]*AR7(+*[)[5 M-U$2>`NG3-3W@S%'#UU$U[4,S2B<\`16UIX`W&R97&*'W7>6.D_QVZ\$T7/F M0J"6V'P1Q[[;BZ50%3`^==&6I1QITALOY4@V0WA&\G1PP(_N9DAH"R9M>**9 M%EB.6^9.A+INIHX,>4$@^.`8'$NO%%M'$K6[I7=+8"KQI?+Q=&G7`$EN1QJJ MQ(#BPLBI\KSN/F*#K:J\5>#4%?5'&<-4MLH,JGELP(:$$W4Z0UU:[M@CB\N; MK0Y?A9`1GCWJ22V^9.C;4`;:HXL-YGDY4_%KB4G1\]W;&BW'`3B%"+V!DGNM M-0T1#)"WB"EEL!-M"LMHK].X'TXCY'SN\_,#:J..+JE=Y+T$1%C]C,XXRBA2 M4Z#,YD+KJ9,;'7&JMY+ZFSL9M8.J1D4>^EUW3O,7[_7;2T`WU#\KLAD0K3 MN0622-WMD[:X*KKDG`CCVF!BH%;NUA%KI'40@KQ:UZ-A.M3%?H4W;!BLF,XH MGQ7=+=:3]:DP.D^LQI(\T+)J+(Y4'\38D11&JLE(D.1'I8F&@U(H@MLU(*;4 M0,D6/GA0[Q+@B]]`[MP;_P#\W.,O]-\>?Y_+;!-OIG9L8?8IZ@VO`BY,Y00- M`*P[L_P%-K)3FDV,G>@/9IAID9(YY:>!7%9EU&-!B"`F220NE7`@$ M[@JW`U(H0%P=UUEUM=@P&==UM/,]Z,5*]'TXUY44IZ?3OJPYEW>CT?P?1L#G MM43EJZ@?JI_T69/>OT4\%WIZ_178)FM&OR]>E!EKID8AY&3KCLO.V6Y3CU57 M7NXRDX3@VBZLJE'T[$4(P&AMF04A"3:43TL&RH98N%9OMK6M.E6M:@0OEC(I M8L$S%K<0I%Z0,@1M$NH2K1TPD0=545P9(:+.-2$WV^EBK*R:.K"H,02B`0=Q M@T,*,+6G2OONNK=78![FZ4,L;Y9-327C$CC/DKK0 M1P!JD@NA<%<6NN`XM4E1'EC7IT%\=25]3($?J&3.3CG3[;OH@%41E4':RJ8# MNNM#OM#4(N/A65^E=2M]V[=OKO":M\13*S"S/G?RTK=2UXI"&3.JM#V2""=* M=HO3$?$15;*C+3\;I0&HG7"`)351&R=ZP&MH5IYKFZ7UI??78*&,GY%$F-I/*4H5*AJ,5E(N8A,`L5LMM!J&"18RY2RVRFX,.S= M3U5V`J,UM/:7Y(R1FJ7$/&UD9$N"2W!!,A8T9&EYW289G/""0H,::,C(+<3J M/>/9$0%N&:/Y*&>=2:>45"ZHJ+2B`K()V@90SL#'L&(*FJ+,5KH*RROC=[OK M^56##&E%-F-]NB35Y;*M9;0D,['Y(PJ2&H)=&];>>+D"Q*SJ#5X M(EE@00B:9#(D1Y:D&*^BJZDU0-QKIB:EF9F6SF/FA1AD\TTXH)-FL&WV%!Z7 MAU(B2<5.#]*M*]98Z;;M_P!*ZNP?/5/1)(QZU%]2C2BCDFJ$6UK1Y!8)2G'Q MHD5Z!5/-/65[U:1SU@9>M.K(JTFGU4L9Z%FX4%+MI?NI;7>%E^KIDR@Z9VDQ M.SVC^^QNK#*AI(Q_Q[32=;[#9-\O%,)15&EJ."!<$*,.S@#=%:MEE:5H62A* M^JVNP2IRGI_:O)/0Y3L`#^FC!B5'\0(061Y.;$;*E%4)P(R&W%I6EUT/TM'H M1`&I]]K*&JJJ#:EV&KQPBINA8&^X0(*NP5]:/V9@.?&G%BSDH940U%Y.2.2+ M6E6MM]U1P9;CL49CR)>9#O\`\*!57<:$,H@6W;ZW%#H-]*UI=2M05'H-UK74 MB\QGOW\W$`7-:7;`*F@[1BQG-G'@N8!N MO%#H,`,0D.P8*HH`@0X5+PZUITK+[+Z4]5:5].P#KBV[SWES]0)0P&F$6^FE MQGK)*O(^'D_+M@5O[C)N7Z)*2OQ!*KO&LM%.)@EH"ZJ65=*PT+U+LEUMEQ.\U/WE%EJ.,^X4!;/-DXJHQF^TD M8L44D4R$)6\K=?OW@!_ET6H`8&\D8)YS`84/+#%1<& M)M$9M/-KR#![[)+$PB**TMM+,1O9,$TF5T(=H`ED-*44-+&3!AT8T>&"-W67 MV65#W[@[T[L$GIE=*\0RGFZ4C!7*W[RDO%/ MX=_.;Z_H[`YO!W@WQ=\`?`:+N%;AL[GI7@7\K?<*62W@_X"2YQ!^`W<)>\:?E3_`#@^%=?L'$=+[@&QHX4^XYW@?X4N]3A\ M%_V;_3?$.T;`/^F=XXZF'+WXO'!P3>)OV]T\:7]8+]<^O[7L'Y])[VMGKR\. M-"3>`_O+]M,<7O\`60][_7];L&L9[UY<4/&G[3:G!3\1]Z?G=7L M&TRISH<8^7QPI/KO[S'_`+=)W@=\B_>GY_XIL'/W=SU8MY6_#,H]X>:C["D7 MN)\I?TWPK\0V#:Y%YVL!OF:?QTI^&7R#_6OS_P`2V!R.P>V!#6+O M.QS7Y3WA==X%[3;XG.8KWRDCA5^ M#>Z_B_XCL'>-97P5QVY>O%[$?,@\)/9CO\,?GY[@^[=MV!N"I[,4?L'V`W[4 M]F?9Q/:/W#]-]7OV!.>AGPAO3ER<0<@WW7L>P;'IS\5.J M/R^.)-+X.O';[;(_'+\Y_P!!];^([![6KX1FMR^.(2*>97P^_DN/V'\VO-+-YK'#W[#=O=3YK?J/PSM^P=0SGY2KUX(O`B'.+G@;]K M1WWX_8#W%]][!L!B0QP@11X+\-K%\-.'?PP2^X'R7]U?`^JV`0-&+@!C#@3[ MT2?RW^$[O\O=R/CGOOXMU^P!OI:-W\`W%EXO+'%M\7]Y_M)UVP* M^\PCQTL+D.>#[%YB/$1WC>/MWY1>ZOO';M@J?P*X08(X4^Y0/!#PK?;SW@W^ 0S7\/[YUVP%WL'M@]L'__V3\_ ` end GRAPHIC 36 g129874g50u75.jpg GRAPHIC begin 644 g129874g50u75.jpg M_]C_X0`817AI9@``24DJ``@``````````````/_L`!%$=6-K>0`!``0```!D M``#_X008:'1T<#HO+VYS+F%D;V)E+F-O;2]X87`O,2XP+P`\/WAP86-K970@ M8F5G:6X](N^[OR(@:60](EG)E4WI.5&-Z:V,Y9"(_/B`\ M>#IX;7!M971A('AM;&YS.G@](F%D;V)E.FYS.FUE=&$O(B!X.GAM<'1K/2)! M9&]B92!835`@0V]R92`U+C`M8S`V,"`V,2XQ,S0W-S7!E+U)E&UL M;G,Z>&UP/2)H='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q+C`O(B!X;6QN&UP34TZ1&5R:79E9$9R;VT@&UL.FQA;F<](G@M9&5F875L="(^36EC'!A8VME="!E;F0](G(B/S[_[0!(4&AO=&]S:&]P(#,N,``X0DE-!`0````` M``\<`5H``QLE1QP"```"``(`.$))300E```````0_.$?BW.'@Y.E&SM188>6%2 MM'8W08&AL3)"-'1U)C89*1H1`0````````````````````#_V@`,`P$``A$# M$0`_`#A^EY>'=\XX9XM>W9S>5@=U]IDP5;LO5N2H*3'-")^8IFT+8U*T1*S*0M:J9D^1&``8`]*,8,]PCST" M0T!X2-3)'ST7EQU.5C;8XUX@&CD:O^/!3[`O),WQ83G*JX9U1BZ399S`*F/W M"3JL!2X3`$$S(!>T[!\N0.ISI5"P:F>G:V.I*I'Z:D1FF*RH"#0Y]?Y.L=IP M)G:-A*?;R#GB5%80+%[FH2C$$\_`09-P+.,A[9SCH-P:F;\:1M^FVM#2_;IZ MJH9.@UEIMO>VUYV/J)*^(GU+5D<3.2)V2K9F!:F=4S@6,L\!V`F@."+`\8%C M/0#[])V^NLBXFT3F\O+D_+#-F]@2PN#JY*792-.6]L^$Y8%BL]2:).`O/Q,> M;RX[]\?#WR&+?4Y.=[[G7?KGQ6XS(1=@YZ`]7"_N,#>WC-U/V#7.1;E-E]; MH8#:IGG#[T&U:M--@$X6+2`B%E(9(G5@R[DEB\?='$D6/`6.@6K]75+[PE%V M:1U7KW*GUAF-%T?M1NE)"HXZ.;>O)CE:B@+H4_F@;3`^\X8FZNWA45[7&2P8 M)-SX>/0$ZY0.2158'`7"[XI-P]WM[D?@-(:\U"VL:]0A<$UH[*%)6&QHVU*4 M_E6D.T29$>O\`9KRY.UF:K[N7K3DK M+=ERYQ6HC$R2(/!A7O3@,Q4--^\2YT`#`LX\N2A8[8[=`1Z?\H;;#=XU^I2& M"09Z98A9E&4]/W85SMZ.[$4HO^O'JS(Y.(E1)$2J$@TLE_%0LV,IF1.:6::G7+2FS,0D4/>C"@+&(A]#"G- M8%2W*@IWB/DM<^+=AAP(PHP"`!F.X0^(8O\`4*;%3S=C1OC5UQU7>UB&PN2$ MXO9)I*8G%6G7FU33FO2R[7QL4A:E`5I:83K*&PT6<"SC!C8,.?-Y18P$`OSD MAD5A>DKK*SV"1/"N\;MK^K-%BUZ%;DJ2.%FM4\!4\X&H4DBPI"[RJO*]=G#` M@9P:/"X`\9QYN^`:!JIIA_'SQ^01LGSH85#M/M4F4VP'TY::N4JD=-5>2MFS MV-:X'C.6KG50QJU'F,'G)IQO;_+C'0)4<'NPNT=$\G]`;";52EUS6'/=`MBY M_#V=U7O!C)#K.CUU3&00%M2EKC3DA!JQO;BDS44GP`OY.F:(.<=PX[`VUR-\ M2VL/).NKR4[!2.^6)PIR/S%MBQ5-VNLK=(K32DUH<'/Y>(3M3F!T4`/8",$# M%Y?9!$/'86!>`+)>FAXGM=-HM<*PWYMB?;)KKVIO;F3*HJF;+M>T4`59I:21 M*0PY-((H@);SV60AJ_D/X`91(YR7`H"S[ M:6W(+!>W*1YC<71Q6.DT@YNKG*59JM(W_)#4WEGFF"4YR6`OS_UL]PA&G$=L MSG8WU3HTI>8GQ\TNYFN\;!L-83$[)PO\`LA/&4!J0QQC:9^9D MYZ5,>$1`U:-(WYP+#:ZA7!:/JG7UY8=1M*361U=6=2LY,]:$1ZAIC, MCUI&')%!B-008>E.&4'(BQ>8&1!QG..^,9Z`B_.>O7M?$+R#.#6N6-K@CUNF MAZ1>@5'(EB4T'N><&IU2<99Y)F,=_$(L9\>@7A]+UN];5"SH_B;W%?W`]YLF MIX+N/I!,9$Y+5I,TKBY:_:;6D,#8G-UQA4XEC:'4U\1%8R/!"Y%($XQ^8@HO MH"(>G(?'YZFG-0!]=G5SRV@+ M4&,>&,>'0"?D48U9Y2N:OD.UBYC-E9[7S10E@,==Z':M.EJJ*/JV2P\?RM[W M,&56=[D@?9\_L:1C>$Q/O);@[%OIIA>%*9,42E!OFN*QJ/C(T75PJNTDZD-. M:DTY9F1B/]B66#V0!BP$.1=! M-I!M#%8\+44*B.2$_.X,R10N&^P$V?\`:JU;15BWR!9*/:+`^=(!@KA2BS[I M[R\XPA1U@<@*"`;,R&A%%%6.^P^#RW5V`6'=[,_UT&-0V9;@RT4 M!I9"HAKO*FN=OC4MF:A"B,L%S/3X\I/'GJ-HY/ZEV4 MVXIVG+*!N#LO)#(7,W\Y"^E,3U+$7R2YF)2D2CRI7#"0S)0N_P`;`<]`P%O' MR,U'27%M?/(/4-A1J_CWSV\W^GH-2^IMSC'![O+W[> M+-2F/'].=D:>QCM_3G/ACH(5JYP2\0\SU'UUGTHT/I9\EDKURJ.7R)Z6!E_O M3Q(GVLH\\N[HKR1*20^\.#DJ,.,R#`,>8>0?D@Y8./*H]-[2K M2SK4=-/*PEFV$SL9C4(Z@H3$<)0BJYN@1Z#(8[/"$K,Z.9RDP98W,L99>,#+ M/$(-&>G#?[KTOW7Y'.)G::/0>NK$Q(V?=FK8+7#ZXO=8MK19J)B!8++6#J^% M@=72,-;2_P`4*3`,$,\@:!:`WS&E&CR%ZRN(1[;SU0ESU=-$1;U7=!<03O5, MN9E'8PE6&^I0C`^H.V,]B/E:%W<:6/.<>;(`_P!7..P`7XDX%=]M\CVG/$!; M3>ZK:TX6]IMU-CY4Z*A ,$;E<<34LL&WJ3!IRD+3;JX*Y`+`/#&L*I3"U3^JA9N6ZN5E;PJ3-1DD2HW]";E(B;G,P@_VPT"W MSDA4*@E!4&@G?Z8IYL#<[=BE7*TVE8!CXB-!IAK92V-[DV M5!(@-YE30RL&V>P!D<$.3/(6T.L.C9(P=^Y?M'\7E[^U[9!GSU.MRSE/I#7& MB])9`LV#Y++_`*ZU>K]DPIPD-/C*F0-+U.7%2IP$TQ(PB5!:&=R/P6,)*-[& M(?8.,]`#;E:UUYO*]TBUJM.U->-!:XK?B0?ZCM:GI=K%/;;=K9B,>K4$5@R- MO^3IBM4-CM%PA;FAS?/9A3G^S9\'X'Y2S"Q@\7K[?,1VCU?J78V!'`.B%WTW M%K.8PA'@PQ$EF,52O0VI5GX0.#,H5C2*09["+4$C`+&,ASCH%_\`TBHL"XF5 MN0BP+'\65_\`P?!CN.("QCO\&>^,]_#MCQZ"N/48U+7=][V<"-)6W'$,OK*V M-I;H@$YC*\9I1+Q&Y2FHUF=$N#TQI"I*?[NLR(D\H832#\`,!G`@XZ#J\4NP MMC\3>YCSP/[HR=<[5F[*G&9\7^Q:S]N^>V,]HS:PA>';/?XN,_ MHZ`D/._G&.'CD.[]OLUS3'C^G.4.,?Y^_P`']/0+P[P:/6)/>$_B4Y/-4@J6 MO"X`N2Y?RDQHA%&-67E+@LP M2W`>@U;Z3BYDVQE?$*WWM_7)GV`HEG?8BX/S1)"(KMM M7[^VM.'=M98>D:P))I8`DARXLU&T&IGEC/.-$$1&>YN`N![*;$\`Z:I] MB91+D3C[R9LH:<-#Q#*W>W!(XJR'5U9&P]Q7&M!1B@(36, MM(!.9A+E.+`;W=]0-Z9!7>KR=SOG4\JW-0[A89U5SXWZ_6Z57+_#T&NUGT&Z M,,]B9^PY\D5R-259`G%.N;GA"E)$EP4)*/`_,$)DV<>Q3A?=I;B6:GH2RMJY M'5=)-=321^JF2JZ[IZYZ@A$V:LSAGC#C8C@^J8LZS25$N"9*6Y)WMM2IQ%DN MGO`PJ@!Y25H_XIV;](,T^K_S.^R7\MR(_/6IN@T9ZA_\`!RW._P"B M5)]?U4]`0W4W[&VM'W9::^JR.=`#STZ?X.4^^E7:?]6#H+2],-^$13?TCW=] M8SQT%-2[\U/5_P#+SP8_GML1T'XE3?FXMCO MNU-WU`4?T&J>5K\8[@8^DC8_]BUKT!0.5[\,S??[I=[?5V_=!G7@B_!STU^C M&O\`;([T'5YF?Q'>`S[X,]_74OT&0_4W_:5X;_O) MO7U@Z_=!K;U,?V6=.OYBNO7S?LKH"` GRAPHIC 37 g129874g54j41.jpg GRAPHIC begin 644 g129874g54j41.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-GFAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC"UD969A M=6QT(B\^"B`@("`\+W)D9CI!;'0^"B`@(#PO>&UP4FEG:'1S.E5S86=E5&5R M;7,^"B`@(#Q)<'1C-'AM<$-O'1A9'(](B(*("`@($EP=&,T>&UP0V]R93I# M:4%D&UP0V]R93I#:4%D&UP0V]R M93I#:4%D&UP0V]R93I#:51E;%=O&UP0V]R93I#:45M86EL5V]R:STB(@H@("`@27!T8S1X;7!# M;W)E.D-I57)L5V]R:STB(B\^"B`@/"]R9&8Z1&5S8W)I<'1I;VX^"B`\+W)D M9CI21$8^"CPO>#IX;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_ M>'!A8VME="!E;F0](G4C/P5D6,B#Y?'.`V[86B;A4DDVM9 M;0NJNH6T:NV1+Z82RQP9K!/:;\MZ!2DV(RVOJ01I8J:]/KHQKB!K%:IQ3-C: M@;,`.6*4QJA&G4A)":=1;A6L-U#FMC[?:^PAJW;ITJZ:94/4;O8YM;8TJ6-3 M.C16:^-%5.;1`5ZR2/:-L"><:>V@5*2\FJBR1>K@-!O'7A/2>O:-]C4/LNO; M(JI==2>@)[`XT&$HFU>D<%I"PQQ3%8\ MAQF2P!&JZ::;*6MP^IG*RHW)SV0$>33611QHDV$$,D;D@1K)/#W-O=VQL=5< MDKM8I&VO!:8HP@+HD4$D&GA+":,+5KMZ'MA:BDVW%=LMX4%:-KZ44!&=I+KK MB*G6@SNAM$2*+M,Q4S2"O3J(JQOB4US;C5J):')GD3`5#QYG4GTQKN(['Z^*[2W_`*%<-@-88.\$VZPAEC"V-#V]*(=(Y0HK-1&(=.CT M<<6A3E*U.6TXXH(/?0Y-+R(("ZM:+;&[@;.#U#IV&^^WYQYT5>ZI6< MZHXW(I!*T+JX)2UJ=*I$='!MB7/M+4.BE.1@7B<'/`V'UV=>4]['[Y>-;*YM M.J*DM1/%'21QI%=JR51QBE[BTN;P^OE`U2/::N M:W4SYNF,3KUU;D+F;:<00SN#Q1%8D`C29P+^NSVU0->T8&$P])A./!W`IRX# M@.`X#@.`X#@.`X#@.`X#@?H`!#$$``B$(0L!"$.,B$(0L^&`AQCVY%G/T8X$ MO[0T5V,IQKLE9/H[%FAYI5DBS_=D$#8T#5653Z*:O,4C\8+G]?D2`4I:W!<] M39K2*$Q*90P4BJM!72R>Q\DE_9TVTD M442SA3"P*/5]7ZX+BBTM=Y?)YUOPV#VY4<\GL$I.2-Y3LU6PYPF)S M9UDRZ!B;5!9ZE>A3*RV\DT`U?H`%@7`TU<6@&S=$L6L,JL6*QI%%-R6P#UKG M)F"PH1,F.Q&D2YD;#EA#A$7U[)93$#E(D:=6E!P9>)RDAX$*=66 MX90''BQY3\@S@?`W5 MPM94QB\=FSF_(&M1%*5M=+3$:%K.$:F^LPJ2LX+"(O` MCR,&A[85U8;C6+4]+W9#(I7+O7>QD]>*IHEV/O&G6!7:5HL*U6W.%=Q=GDTV M978(\>C<<>D<)5Z0"<_O#S@/B+@2@NSK4W2UYVFKO2^ MV::4QS8BV"H,JKF&II9"']KEC;8K@H:HJ\MWUQ11U,\'R1.)&1DU6!.<=D.`F9P(.`Y&/WQZ.;RTI))QRGT"233`!^H-UM;,616E\W/#L MTR[5#K'+(["[RL[%_P!.)81!GR8.H6&(^=_5S(A'(6F4O8O=6]P:\2ZF8'"TQ6R-!Y;;-EVP,/3SRI6:KGT- MAC9K"-E$85DG#-:SU*=N-.+(6F)SQA*R&IME-*;YU.RI+N1!`T2ILM&P*5D; M=#K7K6QG2'VO5P&88BK M3.J9*`@QT&V*TZS*4*4\LX0:.8:5M245-8=ZL$(>W2I*GDT"A]B3I*F"-DBD MCL\N4&01L=#LC"8$V0XAK@$L0`B``9(0F9`(XG!@;FB>D.PL(#&*+&0Q:]D3-!.)=TY[^)RH^6V55%98_R_7!!M["X-#;DJ"3V+.-:7,M0:DMR%0%K MFQ\KE3`(I&:(29"D/="\%B\R7'AP(\69H[L14>N-';:S..1HG7W8QY>H[4MA ML4_A4K1/K]&!G$RAD=6R-/CJ^1!XCBI,:2K2NZ9"H"849@`!X+'D(:8MNG9K M2EF/M130MB/G,:6(VQY;HC)F*;HTCPL3)U'U+AWBBYU:CWI$)4$A6E+.&>D6 M!&G."`\LPL(2O4]8VW3=9$;HYZB4&CNP\J:V9Z;-2,I+ M[`GR5H%L:D3C&U1;@6PN`TT@RC&$S*'&!!\0^2*];>S?W_35>L[O9#:6J.6].B--.RO)3)@$@R9ZOI^`LAB M$9T+V8DJG8HT<.9(S$=3)2H@^P]HS&;1".5-6TP*DJZ&H8LIL1:\XCD&NIU;'-] MF1^]V.5K_JQB<:HD<%5OK-,H4%&>4T/NP@8#DSP#D-A:H:= M7QNO/'ZL->(\Q2R9K$(09]BX@DRX2I\2+9F\,;:M*C[?CUU!1 M9PE&"?$0"QXP+P"0L,ZD][;"MFB:7AU3,K[,-HH-(+(UL7HK1JXR"7I$8DWJ MW:5+JXLG[7_8)X<(NW(3CG)N&XDN2'`/*>06,0`B#6Z+KTV4[*F]&J1FE^8S!OD`, M00^^W>MW;*BKKH?7^SX;%H]8NS$0A\_I7!%G5T^PZ9P>P5JU#"I:GL6/R9T@ M2&/2%0W&Y+5*7$DD@H/K*!$DYP9D(I_PY_\`7W\//'[>QGP^L/+Y MOM)X_6'_`$#^SZ]__K/'V>KP,6D?_4+[_P#,NG_KC^!PW`:G;*74'2RT6 M"$S2/P3=#4>S;.F5F,T+G+7#JY$EA=CQK+_E04^/*9O$L=50\+/$]:YK"0\; M4;2:W[#Z6=;>GT1W`U;B4=C&ET#UYV_ELX@E@.$QIM\B=PU9;7O4)J/ MA]FL#Y*4DFV[KJ0)))JM-3&1CB4J0,#K"G;*A:)U5%IT298!/DP0O2*\@4"8 M3JWR1B3.#VD&N=7D9:Z1/#D88A-5K5@L*7AS=C`GG&IS#C!'&J!8&,6,Y%GQ MSG@=VOT-7,MD(1=.K6RVDE/5K1574]`;#B5\2C:^N*WC,?BC[( M+"#6]>/#35D&DCD,E:%)VMNPE;=9$U;KKJ^W(3M3=.=K6QT;956]F6'58P5-33TWR2,.4RS+ MJI-<7:!;+R%[//D#.<=A:A31I,6M"$2KPX&T-\9'I=_WO[YWUI)L_7957[!4 MR5;M6IT(+*@TFA%_2*X*CLJ:U='\J(,TJ&U_8I9$'AX97`C*5G*1F)22E@3P MA!D-L7WVK4QOQ&.LVS+F2Q:M-UJ;VJK[_O6MDUH!T\^`X#@.`X#@.`X#@.`X#@.`X',1]/[V_L:4*_+5E2[MJ?#ICV9;!VQ]S;QK'=/6?:5GWAJW7YOWSJ!K@T#UF[%M6[ M2@Z)E["'Y%;$2@2&#S^*1V2*FBQ#7^()QOZQY.'[I'RFOSJ`LQA!"-8&0ZSK M=:[9U,WHZ19A:3)&5,&J&.7'0=CV7(Z3A]"-&\%(&F*YH\02ZLV8L3RELV@> MY0I:VQ>I`645$D10"O#.?#(1IDT*<+*_TY>L6O4-D%:.=Y1KLMLNRGZIU5P5 M,R3QHK];64WB:29.$:?IJVN:6.J)$H`F"J&7@K(AA%X^F((\A)'KMCL%T_Z^ M>Y&C9^Z:S;'S0ZPNMQW8:50,:<01%T[L38'0FQ-DI0T-VG^RT.O&&UB1?77A;=DU3.T- MK5':LQN&112(1P]CE;NQ*;06$"NV6,:E! MW!:R-'&QQC-?3>HJ=DTCI%3/2[,;]=[JFC']8S_7F.V!EP<4#^TURZ+"4PQ$ MJSDR%>:I1A$7A-Z18=M7:"\]=C;R['G&9W30-,4_9G4'4]3LNY5.WE`9%L#, M+38H+$VQ3J;$8NDG,[236+SUQ;U::3MK-'FQT`4U$8-=4P#"S!!2[I!=[?,> MB#<&$6>_ULIMO1^Z(/T6*47"IJ4GGG%EEDE"%G/LX%MO=A%2]@=E]N[(JYBH M2%P&`["7#(<6A![VA,F7[CCO:UJM;JR51V/9M&3O\JD"`HH9ZWZJ2D1QG9VC M"DPI(H]0)H2^K'L&INP#-O\`KF[!75L=2Z.D6T5]]8VQ`9I''G%96*.%3]U2 M4,*Q&IP>6)SJ"X&Q7@IF)PL,1Y4F%H,"\XFD3>&FV]@0VGTC]1U/QFWZ7AEA M07?^V+/L/,LN^JX:Y4O6K])'U6UVU/&]]F#>]QF+HT06-T>5:I.:<2U/;4@*58P(\(!!OV^#J#N/N&Z>^UZJI_5L=A^U5BZUV7ME$G MFQJKC4DH.YJDD\<063*;4BQ$U5!KN-S*&LA#RG4JQA)5&I5IWJ"&:#`P^+=^ M?4KA0J`F-;\DT7V:JW1SK\MFPJ9JBT[FZ7:,JJ"[ MV1RY(RN%K=>M,H'F7RC6:_U;7,U,9B56SM+@HB0)3,(W!6H,+0G>\9,2"0A7 M=UI-[3J?UL=N=-W.P:YW)8B?9/1ATC6O<@V!@'V=V/9*9O!)))_FNWN'VC'5 MD]C*"/`"X`6-2TY$<2('J@/)R0O=492[&6H*@*4T(%!1A00BUVW/ M"1Z[,M]WIA?VJ10^8;;WI.(H]QF0M6584 M);$4"U*/R.:#)Z-06$1A1@P!&((;5ZHZLC^HM/=MU;V MC/M,2VT)HKD$J2:[HY7%+38S95,P1#*+ZX3,#L2M M;UBP:/U"U)6,B"..N]B[!Z?[=W/M940-1&W-X5;:IOJ- M68M>'JSJ%02S8+4AML`BRH?K3<:^>S-,="HB_I3SD+&CE3(2ED(V`OT,M&'0 MO!R9"H..0I@[4<0NZA(U;6A#A8=QZ^TW547Z`*\U^N?=>*7I7H]BM4;31L4J M^L*SJIGQ.I:S+;57+%25N5,A4/<)%E,YGY3J"?3$'`4H=0]O120]3:OGL-K'9:KK;M)&J!]>/#^TQNPFF3RE< M(E:,S#V\Y`F-5!+.%G"I2'`1Y\!YSP+Z[,U/UMW&[A]Q[^O/:Q!!],;37VEM M526Z%5WA5,?8RSAEHYC74$/63).XNC!/$AZC#!EA4IFV2-;DV^Q,(`0BR&9U MQ,H.=T!:P5.U0FG+ELUUVTVX-0U-+KM@K39=2,-U45;-<5Q>WU"KL.#IPBC, MED24PI8_MIK2+VF^[DFB3'EAHR4J9H_8< M87MNS$%5UGFO):IJ*=GNX&&Y)!64S4""I3-JQ48N:D!;BA"I*$(0`L2@A29`=!J@8*X[([8VOOXZNY]1L3>7S6&05Q?U.J( M7N:_3A;*VA1&86O*3RAXG[-(6D1"U2:RGFB-;G$PA640/.<\#L(:^7YJ#`E7 M2`TV?8%/P"^(GUP6)5=`[3NME,4QAVEVXTBR^DP[]MJX04]=0\CHZ[2I_7\7D M"62;#Y<5Y%D-:5FBVS)TG1((W)$I.0JT3>[B(Q@&?#(66ZN4OKAIEWW;5R*L M;AU_^$3-.DCTKCMDS! M1516(^[[U7*H]6D0M54X2ZR(Q#Y.P'2>>-,8L"WI])']M9B<9]54R``W9*", M8`"P`8@AA*B\$=I?Z=R!22>OU;+MM]1+XL76W6Q#1I-=42CZ^SEJ: M%&OX94Z1M`YJ5D6;W`Q$8!L:C#B$GI9",W`=83@?TPNLS_39]3VU>@>IVQMR M4Y83W:ERTY&9Y/GALNVRV%`YR9[`>HOX1?D[ M?]X'U/\`6'UQ[S[_`/QV_P#S M&<"Q@0.?H\,YSG]F,8QX^W/[.!$^SWDY^]Y.3#5# MR26URC#T"3*E M;,:8H2.[\R)&4HY`<;@L#>26D%Y!G(!X]N?+CQ#GQQ[,<"2G`::;E*>+;14'*Z=LMG M%,D,;7R%SBM-X+IJ95V>!T"4SR!ZDKT^0J0GK#6@S#2L1+@F#PVD^(+0E\MR"RU/E MO1KVM,%3@E8>>04>%5D/KW:UPN^Y99>CM6\7-.2S;KRM*CF88U,$\[]9TJEO MUJPPDPU_D"(YC_H!>J)U\,(4^?$6#_4``.0YV2(>PLE^/=HT2(,:;YK,43C" MF594Z3#M"5,YE2"HE];*'XU.%G*9*F>6L-NQQ5"_6D3L)9J9?T2-*;43H.0,F,)+[>(H81(&]8@ MRM:EZA&L;"DQ"\Y<'UQ^U=LHGLO6])V+)+!-97&8.4D3+@Q^F79UD%9*YU82 M-J1RC+8J91.R)8TGM0%:I@1_6451LX3EI)GUCZN0M]X#@.`X#@.`X#@.`X#@ M.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!1?\`VX_\]#_;M<#?W1]_A'=??]VN M"?U"C@6IS/TXX$6K!AKR!&K0IVYQH!0TE!=TH0>/ M[Q6`9QCV9QD7AP/IH:I%\/<764O31Z/O)HB6W!#F<,I,%0,S&$2L.,H&XKA:+)K.GK;;)_-EX+&V/I&\*E0!(;Z"IG4F)`J'M06B"Q+@.` MX#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!1?_;C_`,]# M_;M<#?W1]_A'=??]VN"?U"C@6I28&8K32FUG3*%)F08SY<%X\?#&>!PL MXV$4!45[%Z=C!5C3RT(V&91]*J<\-$;8H9Z:<1LME3J22M-3-Q9ZPH@!)0,F MGGC\@N:OF1CF*&MIY8D$=8J]*W2$3K$$8CWETCP3ER M9.YLCZG+*P,9)F3<&)Q9&`?B'..!M>07`J9&ZC5P68@_-O2N-QQ4`2@80LX' MY@7O0U)&'I97LC3D*E0#&,B`6+QX&$Q.\K\72JRF:4UW7#!"SCQSC'B'T)=D9[/0PZ,T]` M&=_G;O7T;L.:+)(\J6N$P)!)T0%30U*U:0A0Y.SXY^;(R4Q6`>5/C!@Q^`L8 MX$BZU>Y\^1L1]EQ%NALJ1N:YN5-[.\Y?&=P3I,EX3/;4M&G2J"T+E@><@*.! MZI?ES@6<_3P-A4E2(TB4H1RE4J4G"`2G3)R0"&,8Q8"`.,YSG&,<"CV^N] MC7Z-O#Q"=0*\EV\$T9EJEJ=9;7KPSP76:.NJ0XU.K0O.Q\I*4Q^3*$AI>/4* MAC=+3`9\0F8+'CR\#KFWA_J+NU616!9,#BZ75W6WQ6MY1=4CR(E M"VN[:4K3J[K"I:UZ>0PQ%)U*AQ3*Z^POP:0J/R4#!*LOQ*]N<^;V\"QR M$]IO:/6QI(GY^U,VB9BC`"5-4QK>? M7)Z]89D(4Z*09C3LI&+`"D8A9\.!=.686<6`TH8#"C`!,+,+$$98RQAP(`P# M#G(1@&'/CC./9G'`]G`R#4RI",8<[D]DS1N'94#EM%5BCK2UXS$I9- MFD1Z-WL*PXNIAZ#[5+&K*TB&L:!`N-,![SD)AYGC]`<8X&1)II9=BMM&MB2K M#6XRDU::9OSN9*XTO994ZQF+NC*Q,D!,;G$\]_#)5ZL!F#?(`*0#$4''T9X$HVF"RS[0[5.IC*H(2V*V,F(EZV0`,#(L8R'/`F?6LHE,QC>7Z605QKM8I,,I6 M2PMZ]U"@,-(0+5O[XA)LBR,G&,8%GQSP-@\!P'`%9EG)953FE^%6#*ZU*RL/ M8Y);;02=@]KL#2( M_8W:LB2$E>DUWC5+8[B&''E+,FU2.((L]YS^P2I7#I"S"S_]V0)B2H1+DAP,YP(LT`@Y_DX&W]2-V+EZT MUB!M2CFEY:'$&XQ+Z-/4.,QM+61FR/S+)QK8XKSU;]+*S82LY/IY\XQP,WJC;?6N])4D@]17)#)_+5U/P6_DC#'EYJAP/INS#UB:"V"`HQ M.3C+#)#D!@2!>/JA_=R,`,#!D02,X#@:8I?8:E-B6^>,<.M*$^X_:Z!R%,J3IE+;)8]]9$>])C`8&5DT/C]/`U-2N_VE.QDSM^ MO*.V=IRS9E0F%AUNL<7F+:K.A2%N4'(W)Z7J##"4*R-MBQ.,E2YI#5#>G.Q@ M!AP1YQC(976^XNK=M1&9SV!7M7+O#*[:F"0SF2+)`GCC3%HK+6,$GATU>E4G M^I@HH'-(T+ZQ97T7_L[PAP(]&I/*"(>`\IMPM8E])139!KNJ#O5(3YZ;8U7U MAL+B:_,U@R1ZE:B#L4L6JYJ\F;-.ZP?&-1(V:8P\XR2MCHTHQ*"EQJ`#,4M6*E:!2C.3J$H"LJ MR%1)A!A83@#!@(\4MV)Z0;$/D'C=,[,5=.7RST`YS@)H\#\B%@(1"SX^`<9SGPQD6?#& M/'/@$.,B%GP_9C'CG@0,_,^T-R=8)(=C(J9_"6:&5U:JDICFQJ"LIT2Y_4Q\ M5L)S*BXFZ%O:=T_H#"'(U,,L?L%X<">O`C6)R%:144,A2E5$ MEJ$R@@P.0&$GDFA&4<48#.<""+&<"QGPSP(XSA^U:UV70XR3,M=P:1S9Z7M< M`9HU7I+E.96\MC:J?GH,1BD'CCI,'L;*SDFK'`]&D-+0IL9-4#+!GS9#;5:V MA7EQQ!!/ZLF#%/(6YK7IN02:-+BW%I4N$;>G"-R!`6J*\0>^,<@:E2%65GP& MG5IS2AX"8`0KR>QHZ/8)HK9/<3A4XCSRI<35JI](C!$\+1' M)P%JHT.1J0H?>2AC`%7XE9\!A%C`;GX#@8/8MDP*I(DY3NS):QPF(-1B%.M? M9`N*0H\+75IGUG!X>W982D0HDX#52U6<60068:8`&0T-G>K3LNCW MG9%PV0J:/T?'5/N$BL.5RM!$&B/O&6MO>RHZ_)I0)H=6>4JF=W1JB&I2G*<5 M!"Q.,L@83RLC#-;,VDUTIF,P286Q=5=5W'K1=(NQULKE\G;6,^?/991<$[98.TR:71ZOXH%QRJ5N\QGLM4B1QB$0R.M29PD,QE[\>6/W M5L;$JI:<`HP82\@+&((D';;(J*:L<^A#JL>6U*_L"G)ZU]C4B#%)!;;FD3)%`R(8RR#.4ZE5[<$Y`,8L8+ M`,80P99V':2H$<(O%P@SX% MU3A3*DWK>J:;@H(?4\08"6T>D#++&!CE4;;@]`[,KRB(< M6IS1'!_=.2+T*DLTL>/8(`\9X',\!P'`VX\:P',FDCR5GP(>(1J\,O>`A#MJK>K6$F4K(Z@DY$C&P;$P643"I&MQ4 MNC>")3"0Q$DWRKT^%;@TDCRK"F%@&1A#G-U+IV4B>]G8/KGKILI%MT M]D%#_;D8(]5$;N22[-LJ%_@ZB6QIL3RFO6VUXRN^H%"\A>01&12@;L$2/(\J MP!HEJWSO6U#M)8'L)<&R_7E1&QE!;NQ]DO'-BKY^NCN_L)V1/:84P"NU,0:D MMBH8C`(^XDUZ@=U9B28-[B06I.=U)2=9D,IV@[`;YA79G45=UQM#;3W&8KV? M:+Z\6_'Y/'5E;1EBJ&Z-?%0;!@P*S0)E49G,/ETE3`D!\U?DS,\-TB<<-K.4 M:A1Y4%A8'T0GMHXYVXA<34F$!_)!M8X=7%[:0ZXU15U'V-$V MIRH^MC'>13ZQGJ;KH3'8&\/%US9V:XG!VUK7JU"=A1H3,A!EQ/);PVOUXL[D M^6YLY=28U,'7*/\`1'H-24Q>',H*2&AO!@IEW>3(,Y"<2RFO,TK-E$J(>&TS M_G&0YV)3JBR33PEY#06NT>EQO5+_`*:6Q2,GAJG7C?ZMGC8I09@0&ZL2G"87 M1$XW,K%]3("XJQ1N02,I&I6KO1)0&/*RD&BES[FSBK*7C[.V1##'8EB7--@F2^UY@K6N M,L="$+`40Y-+>E+8$P0*2S5/OI6`^8,#K.].P=ZZ6'OL`9]M=HI]>A\WF>O, MW;0K8VOCM4:_"W?2M,KOIL@[7`OKH=RPRF&\PHB3G&F9:XNYF*PD!PE*4A"] M/JMN*Z+-G'8FP2F4R2R-::FW(>H/J':LK>EBRM-PBP`H*H^HF"VA9.]O;(OB-K1]/19?;9L)([IIA M;%VYQ#>M6RVL[-AL>=V^6FN>3CX>@FSDW*#$A2%0@=<(\^*@/D\@P4/MYOD_ M;FTK'I/.;(5V[,>U/>&E]DM3:-PV(JIWV'IBJHTGDD6(A MK>W(=N(4D@,J6Q1-"L.LKLM'"D)J)`Y*E)@#6!Y,*]W'CTC\!J_9[:_;FI%? M:8KK[=?9US*U=G_3E9.O('"QR7E"N==F&F&*-FD:LM,Q$XG5?K"%*LQ3%RA9 MC;*(TP>$)7E!Y`EWL'V#W8P]K5702MMEK,<8`U]J]/ZV6?$GYM7PJ$Q^J;/U MT1*%M5-=?(\.T3G<#42E(8[MUA/'U8_K'U8>G;"SFY$%6(+&NWBC8Y=]N:E* M(+M_+M"]TZ?8;VL?5O9+ZO2.5-C1*P5K&;5J*X2'L:>*'-M@)UK,8E3.!X!* MRF]5Z)"W!1J404P[$=A.YS5I75Y,WG3E0>T4BH_M6DA#+K>ROM`38USETA:U;Q'8BE;5+'.,O:EW4HR,>00;WN7:K:)GU)9MA];]\(CL/5RRSY3>4=I#%PV]7-AS>C6+61@ M;+0RFA>-J!;T;L';)Y;A M;*[-.M@+M#]5K%D6G%RP0QFC=0()DB&L(L=SE1,/;VE5=4G5&"1R1O(]V[6L@IO86(.8&1RIK8.&N"R6U! M-SGA88F9&]$FDC-A+G+@>D2G&JBR0J4J@TA04'7"M*W;QMW_`$T^^T;V7BU5 MNE@5H@K.EZXN^K&S!,5VLCS$S:Z.,%GT<3J4)!SW/(Q'W#$4>C6W!Z4+I'%1 M)`@^ZFE$A.WNJ>(HX==W6&YIW)@7FYW=ZZ'UO7D*$"PT,=8E&%DJDL1IA M;.SHP9&N4AS@A.7_`.:(.,^T*U^[6(3-VWCW0M6CVMV:5L:ISK\@]Z:JRAYD M*YD[D*DM6U`E8AU*M,?3DOSJ<3P*5H!9;BL&9=0L>[@+>I M?=B)4/2E2S&=5!>I"62BU8F&N+4,F>Y$FF]J,;DYID M5\S=;8,]?I+MA&G%V+3&H6VU9(I4NB,].4G:\`*"P)&J.MX:\DB`F-A+,PV` M1N3XG1"*5F*2AGA-#9\VV]V*MVL#8Q:%NO\`+6.X?])K;-PV@RNR5C\DAVK6 M`4Q96YFGD,Y#LAL%[;@*`J&1*>46H48&;A%ZOB+@:@7V;+ZP36%8]7RQ;%K` MAO\`I*]-DT+?V<*)2O0V5&YE'56(H!$XHW!`X/@35)1*UF4$&F'$*,E&D9"9 MG'`E9H/(8#TP<)S$QV1B&'=+X M#@.`X#@.`X#@.!"/L?V9<=0-(-C=@(Z24JG40K]0T56WG8`,MTN.P'%OKNGV MPT@S&<'IUMERMK`<#&,YR1D?\G`ZB=5UZEJFN8=7:=:>ZF19E)1N[\L,R'_+K7EI4IFM;C.?#RFH'01!X,_2$9>,\"G[J'D"U]M#;`YS M+$0[F137++\E'C`1)9$U,TV89&E,#G]\)J1[0GEBQ^S(?Y>!>1P'`<#6EQ09 MSL6MY-&8ZZG1Z:!+026M92D$(M=#K6A+HBF-73%O.!D)A"V,SQC;U81!SC.0 MEB#]`LXR'&>4 M22R-:JVF,SAK^V.;>60SH(=;@!1M`X_5&%;DW!;WHL67+(D:S!8;II/M9CEP MU)@XD@/++$$S(0AWJ#V6V]N%3&N^ MP,+U0C3/6NPD,FLW**/V31N<\K%ACK?8A4JVDD\(M6`V>79=:)7N./\+93*TC*IHFB>4\F8@E9,4"C@94E?&#U1@_I%C">:#S$FDB$&M-$.P M=5NS:.[5:YIK%7BTGV-DNM$G>3+%+F8)S,8NH5@6/D3!-*&I M-]ZR(S`!$A\HA8"2>U%Q7#2E6K)30VLTQVRM$U9E-'ZEBG3DIQ>H,TH*P(/WEUC;-%:4V55]'31PLW M=:$;56!%J>FDD00W,'C^EL;F#I>QTFF93*_E*<#DL3"QQHPAM])X5N!1QV4) M!*H1`;;D/<#41$"ZS+/@M3V1.H#V=VA5%7UI*\.$,86RM'JS4AZ]0@L)*<^N M+^;(HHG;EX%*1M0JD1BI"85[\7YBQ##X;@[C*=J'8BS:@<((^.M>4/L)J?JY M>-P%2!O1$PZWMPFAZ=J^`R1(Y`:.40V$EIFLN5.`G!"H0&/&/=4JWW-5@(7# M\"B_^W'_`)Z'^W:X&_NC[_".Z^_[M<$_J%'`M+]W(P+`L$$X%@S)V!>F#S8. M$'(1&8%Y?'U!!SG&1?3G&>`&F3F8'@P@DS!F!!,P,H`\&!,!Z1@1X$$7FP87 M^Z+Q^D/LS[.`PF3X+))P03@E-Z7NY6"B\%$>CCRD^B#R^4KT@X\`^7&/+CZ. M!^LDE9SD62B\BR,!F19"'.!^\!"''@$.,8]GLQC&/H^C_Z<#TA2I0E MC)"G("4::8>85@DO!9AQIV5!IPR\!P$1IIXLC$+./'(\^.?;P`TR8PH\DQ.0 M,E2$85)(R@"*4`-!Z1F#RQ!R`W!A7[HL"QGQ#[,^S@>P98#`B+,`$98PY"(L M8<"`(.?9D(@BQD.0YQ^S@>,$DX]3P*+QZN,8-\`!QZN,!\F,&>S]_&`^SV^/ ML]G`_00`!X^0``>;.,B\N,!\V`2RRR\!```<>S&,8QC'``((+R')9)1>0%X*!D!8`9"5C., MX+#D.,9"7C./YN/9P/'NY'KC4>@3ZYA02##_`$P>L806(P99(S/+YQ%`&&"B_#Q"+P\@?#S`Q@(!>'A_."'&,8S^S&.!^<)D^ M/+X$$X\OF\O@4#'E\_C@?E_=]GFQGV_R\#SZ).,X\"2\>`PCQX%@]A@2\%!, MQ[/YX2PX#C/TX#CP^C@?E0F3*R3$ZM.0J3G!P$XA02`XDT.,^;`3"C`B",.! M8\?#.,^W@?O)16P(\!QC./HSX<#P$@G&0Y M"46'(?#(7.,>SP*QY?\`\OL^C@>O*-((D"<25,(@LPLT!&2" MLDEFE'84%&`+\OE"86>'`PYQCQP/&,X]OMX'O\N,#R/`0X&((0Y%Y<>8009' MD(V-+6V-[:U,R1*@:&Q`B3(V]J0H4P4:)$VH MTY9:9"D1I`8**+*"$!9>,!#C`<>'`^GW9-^[CW8CP``98<>B#P"6=G&32P_N M^&`&9Q^]C'LS^W@>!)$HC$QPTR<1R/`\(S1$EY,2^J7Z1N$P\A\Q&#"L>47E MSCQ#[,^S@>3TR8\HX@].0>2IQG"@DXHLPI1C(0EYP<6,(@&XR`.`_O8S[,8Q MP/=Y`>3T_(#T_+Y/)X8\GD\OE\OE\/+Y?#V>'T>'`]64Z?.<^)!./@9_-_GX\?I^G@>,I MD_T^@3XX'DW']$#_`,S/TF?S?Y^?Y?IX'C*5-DP@[*8C)J7!N$QN2B\F)\'8 MP$X)`\A\Q.#@AQ@7ESCS8Q[>!YRG3^.19()SG.!!SG)0,YR$8O,,&<^7._Q^,'2FG%9!&9[I9N]E8J7L@.<^BL9Z>K M2W[Q(3*`8]AA8977;4=C`OW<")QGZ<8X%,/T^W/`0!#5W8=V+QAKR4%KD":I+%0IBL9R%%B<#?)8M1_L" M1[NZR91@(,>S(,XSP+7^`X#@>0BR$01!SX"#G`L9_DSC/CC/_P!<<"\#H#?% M0]/;EKDPP8FZE]WMH81'R1>;RHV&7R9IO="B)P+^:G3#N,S`,8]F`^&,<"\? M@.`X#@.`X#@.!3O+"@VY=;$Q"FHJR1<@S$A:IU"W.5+S9*)Q)3-H0,8/J*^*3OG5VPMD&*&-\9TYZSG?0),VH9`U3)LNV82*])3*7RPFEN( M+-RAJXZL24184CZ0B=3U[P<08B`4B]92$B=DM,MDWBJMJ)%IE"X'K3:]?QAY MKK06$1,F!PUM;U[^MBA=][!#5,Q*F,Q>W[KA38IAT07K<`4Q=B0DG&&),NR\ MA.$J]*Z@V06:RW;6.YSN^N8;)N;:%%6#*_RA'*K'A6I=A3&0I:9@D\FJ!:]E M/$Y8("X^49XE[FH2D&)TYRHXY.9G@5:U=U_;R4/U!7!T]1FO(?/7AW;KLH6H MMI5%@19@J0VA[\F,F>U=DV3%CE!EK1^P8'')ZXISV!K87I,N<$B?T'$1!QIJ M<,`G?2"\NNVW7'7CQ5X[@T2U8Z[9YI3;4S>)Q%XS+)(^3&*2!D(F#3$TTH1R M,"8#FM+6*$G'J!V$]AJ_D;WJ9=%35^T*I9*G^@9[6<.:C7% MG:CW=Z?(`YQ)C"M='94V-"`H:M66-2<,80EEX&((19P$`@JTZ>^N!ZT1TFB" M6>U$*,;=8UZ%2=Q-<8FL;D;-8GV+GMI2ZNG!I=\R',;(.*360H)P<88W9QZP M@'@%@HHS(0YT9ZN;PK[JXUIZ\]XM*:OV$K..2K9)SV!A!MG0D^3LJV96.NG5 M+V+0$L2O;447+&=-*7)`X8,=HRK((./&2J,\`)U08K#^E7;*F(IH_<%92Y58 M,ZZ[]W[]MK7+6N[;23NCXDT:NT$.CQFMRRY4R-XBZ6V8LS1$]R:%&?7CR4]W M,0B69*(`I$%_%BV9MN^579RZL-9G*,3;[$C::X9)G:54%S-38,@4)6X#^<2P MR23UTWQ&`(%)SB8(]_,7.R@@*8I(2#/KC"JR(]=.S.H7:)K;M9K.5)[AHZ=: MTYU@W81SY_HN!R)%%X9]3&4=-F)IA[5#D4]GL07I%B@DU8>V)QDDK#QJ< MA`'&Z7T-V":4S;MTL%FU%Q84HW"W`M;8[6M."\:5:(Z%#)BG5+$$5K*ELO\` MK6+Y+4#3*5P6]([B"0,99?F,#CS!9CO.OWE0ZC?9;46LV.W=E)HWQZ%2=T5V ME&Z4;(:TN#7@NR)Y'Y&\M[P!+)A$E'I6$*=$J"@<5I*PPLTE((@X*BW3KJVX M>T_7SL`V:O4[2,E:0)\@P;[J?@(LX\0^'CG`4A:I]Z$`)K8F*! MT=H[2$$7I(/8;M+)H2W,RC+PM.2-[.RG^1.:I,.$,!8;>T9WAJWL`UT27_3# M>]LYJ:02VO9Q6T]PF:)=6-OP-5]62^M9L-H$_($[@SN`RA85HQ+"%"%22I*P M+!F"\!";3_MAL_&@M1ZW5.WW:P=C-(VE>%%V8Z6B=6[,V-%2PS$RDC%/&,ZMI: M\L3R(H84`2RL*1D.`3"5`"?2%G@:R5=X#0\]?UI;RUAJE8\_=J#OJ=ZZW=KV M.<1QFF\4^0R';[N_ MIS6K2[5S=&`55)M@HKM,17#S'(O'98QQ-9#HE81;0W!?YB\."!Y(1G,$YDC: MP*$0$XCQ.!Q_ES@*0_P";&[>_5,=?E6U9:.QRH+$VV?=M1T802SKP+TK(]V8 M_IVMWE"QQ7)&H8X97K*%8[.2P:8@0DJ3!82\'GDEB"9$ED39$XT_RQX&>%FC M3&ZR)T,2)CERD+8S(#W):-*D2@,4*S\)4PL@++"(9@O`(<9SG'`KGTK[%<;N MQ"B;;JZJ&EZH^_$,I6I)]"+@C<_=Z56L3(O?6R%;%0Y"QM1]?6$^$(_=QH$" MMZ2M[AYTJA4$6$PU8;:B6^]$3+?*UNO)I=%&;SJ.BX/>SV`X1`&MP9I:_KV= MTC[7XCPI4/D-1*6%>OQ@.2\)Y$FP'/G*/P`-9TQV#J;>[%]K^OC--9CCIJ=! M*PL"26J*Q"G9KEC1;K`TR&))6&)@AC>O2N!*9T]-P"I6!+3F$B](9X<@$(,0 MV3[*7FAM\*=T4::-8Y9(+GHBR+^9;1D]T`KN#1J*U2D?%DQ33(O%93!Q:S$Q M#$8,D\C"HD98PB,R5X#P$/W/NS`-3R/3FG[BJ>.4CL5N(^7XSQJ#V[=3-&*O MBV=?G7ZL=0'W2BB#PEDSO9>'-H.AZ%"S>N\$.F!B]#TO*8$_Z9GDKLB`HI3. M*R?Z=E0GZ:L#O7\E,9QGQ\,^/AGPS_P"&?#&?#/\`)GPSP/R$01XSD`@B MQ@0@Y\HL"Q@0!9",..?#QSX8_\<^&<^&/ MY<^&.`SG&/#QSC'CGPQ_XY\,Y\/_`!SX8X#.<8^G/AXYQC_CG/AC'_'.>`SG M&/'.<^S'T\!XX\?#Q]OAX_\`#^7@,YQCZ<^'CG&/^.<^&,?\[:Y3%GM!] M9F\DL(C#U\G@3$\-))8?WC#%^`X\?'PR'7$9WIHDC,T22/KB7)@D;2VR!B<4 MX\&$.#*](B'-J6DC#XA&4J0*BQASC]@N!R/`'&L;#;(^S*9"^.D*D[8SLB-6UH5+HYN3,L M1(D9:UZ7-K4D]50>'&3#SRRP!\DEGS>:(F6M9X>_*4,88Y(ROJ,M:E*.9RC5@!X4A&$.#AA M3WJWTP[\:M5/H!?D3JJ)RG:;3O92Z'RU=7+&N"+2>D;BIJY[!E4D2V%5KFZO M4@@E6[#UHR2`!#>^$(6E889C`C3#PI"BE07%:OZE["Z$;>]BMS0.H%M\TSOS M,(ULU%F"/3NNXK9=2WSAL?PV)6-ADSF3,D9H'0J;=>FJLUBEI.[)+;VO6]K:VINE'`E)RF'L]AVLI;S1P&".+^6 MQ&N;3&V1B0HPK59:(*M;ZQWE*)$#`0AITO\`51*=7$-G63M%41,%V%-V0VSE M$(D;'8##+6U]H79@V#.)D6=@1A_7H4KJA/:G7R=8\0BT#2UQLDE<4J)QOYF>EA%A1^5 MU&MD:T]R3,#-(4[T002%&<`9AF"`T,\='5GQFQ^HVD&`B:R/6[3/4C:VA+QO MZ`6DT5-9C=8>RD&7)B;'J-&DF#7-4.8W9B\YR`#S"]V1#*)R!P"$XHT)1Z&Z MH[MZV:EU!I5=FNE>RYLUKVPCI,9N&I)-4S%&[VUK0OL@5G6M8,$=GEB=TEI* MFU?@E]1*2%2Q[R:%2C1RQ M^QYIVCK>V6NP:KJI7KY_"2DVIM4Z^3`,\?I9]76%+I@X)7[$J<81(&6R8G%T MB/)*]J%DF/Y/`LQA5X%!OO0%JWFB?7-75>;30QAC^YE55"YUG[S]M8[.HO8+ M_"&%2QUE.ET@95IY(ARI`D;AO1:O!)H7'"L7@(D19@PK>J#K#FU&;OU'O3K+ MK.MU"EQ5<7"OWMH>KKHAINNNV,T>Z[6D0&"U/$@/>&YB-+M]Q`\!?7=JB2!` MC18%[B-8<+(0QVZNNG=R-W-UP;_44F?+&VRIRTYBX[251*I'0,#C:NF-C,/D MEV1@#9/&%"SK9F>R2]X&3"@.:YY)0I1`,$:0,@(1AO&KM>MP*/[?^Q;>0G6% M_L&F]F*9UX@-5$1VUZ.:96?(*;@T?97D[3.(9E2"LU3LA1C=3C$9*XU.(\)1H/$`PG-L_K7/.P&`Q&O=Z>ON#6?1 MCS_&I:[U\UVU"!7_`$;(VR5L<>H::0">)9#%HZKDLQKS#NX24#9(F\EK-4I4 M0!.8"SP&!)?JRUFN74+3.`T)=M@R2P7^'2>RS(8*92D$\EL&I]WG\@=*?K"4 M3HHE.EELC@->JD"!]OZ M9HQ77=".\8E6X^B^JL[9X?(Y'8KRT(=MZND$@EDDD,Z:UC&TU1/H98#`<7%H MNZM2Q=*HLG-=S`HR#DX\!GO1\I7*)IW1M1C@X"0,7U+;/16UI7%F^` M=:VP4$E;"]WI)[&DNPW8A'FN6VL^6>QQF9RN2NCC(M>8-'",O*]&0F2%OBY0 MW)"BLH'OJ^>9EG8E11#:[3--2EJ_Z>W0W8ZQ3V&7RUC6K]C7YJ5LRZTP MRIA>&]\;;/LYF='$YY>TJHAS>C&PHU2<:-.$00C;KQ;=MN/3'_IUHLX2242" M);.=HE45[LHZ/;LYO9ME0I;LSL)+A0*PG!R4*CY#&9S)8VCRXI%HS2'(I'A* M>$PDT90PNZZ(9G.[*TUO.*6?E;((K6.]6ZE'U<3)\GO!)E)1&VW1/&HJ68[" M5#7QF**'1>Q(4Y@C"4K>WEHP8"40``0I/Z2-2ME=@JSZ_P#8>JI,CI6)ZV;< M[G/%]V\.PY`KG^Q5:&V<\,##KJJK]I2&()3#2#6_)9JJ3N`,,I)>#6LH1PN! M-,'=-O,VZ#73V$OU2:N'5W6-HVMJY'Z^:B[9(E4EO@C9V#4-5%D/3J?(W!HC MM.-[>^.2B0-7F,>%:Q*0!(L(`JQZ`6Z:,[CSV_KQWXUBM-GCJJ;:.75!*Y,L MF',CG&8K9\5L^L6FQHVXYC#L^RDZ/RMB&>K0NBV2EY/K/&+;I%_[4K&K>9VLNDXD,PUCA)-:V;+8L=4C(E;PO4=PLLA MI:2"5S8X)$S6:I"(:4T'\T+!JB[G+DL&\*0`Z5I"$=&[$]D6TG7?$(PD:9/F MW(3FA(L:HB=S2A[.??J)X.E,N9UX7QA`U("VEJ/3B*6FG)5&50:_B?;EV`2+ MK@V6[*5E>:B-E=:],&RD82UR2VW"LE\VM:FK\8X!&WX2S,V):H_7;K"4[R6M M19-4.9;P6F4%G"2F#3EAJ*^.[;?FD6#>]_50[4M]!I3$>MNZ5*)+#;>1CG4) MWI50UN>ZL2*3[/-"UOT&/?51J:5&`$6J"26`3(#)HA)PFEL%VR7G36_52:Y( M(54$BJ^=[X4MIP[E,:E_EDE9(Y=-)BL)!-9A/FAY1QJLK@:)2D/R5!%K6O6* MHR$"XTU*%4D4&A91V`6$^Q?7Q\KJ"R:00VT=A!+J/KV91.$RFQY#72J7,#P* M46RCA<*;W62NV*MAB)>[D^D1DC+B0D).&6$_`N!0GK1W(VG1/19.[1G43*F> M[6@T_B>AMI0RS12=G3CM8BQ8E4-:V19I:TAJFX8XY0V3-SLZ&G!2+71Q1+4X M323AY-+"-5ISZ:4Z#_5:NUO-\*O;^'B'04^30M`(I;DX!05&3_P"D&()3 M+.SV\F[L,?-,9Q$(K2R&9P=UF&J,IG%8S:3079IB9-9U]ARE5"K7CD_;VI%9 MM<7.C/2/D,<&Q&(<41#-*<2EXR,*`KTU([6^&7IMEV*Q;?2ZH MY)W2%..$2)-KZ?+Y7'ZHQ&_XH0YL=W*43-S1MI2Y,X-""-0M$(($*E224<(- M&]O?8/LOM!I'VH4J]5M$=:U&E>M/7%.+DB+@H<9?;95];1S*!SN3LD!M&'S9 MOBL21G)WM@IBOWID=B# M3279E>2)W7Q0'1K<"A`6M[B62H-!ZQ0P&>F8,.<^40L9#6>J%-P4O4"Q;5L& M@H71%JO.F[U34*0,<@0NI&P%.EZNTG;H+5DB1(A;&Z52XN?CJ.AMY0G8^L%EJUQ*'6P)!N98$@E"UH MC-.[-0D_[+I8Y#6`UR+4-CXJ+F1H3SO3QEL`4%26%HW1;KW4NP+/V:)+CAR& M?-50=VVV2V$L$C\[BP($\1C2:(Q&.*FA4(U&OB$0;9PX&MC08'+^UT4U MWMED97EZ-SLK1MB3NS,6$S6S'BE@T&`X#@.`X#@.`X#@.!Z5"0:#)9I)Q1F!%FE&EBR$018S@6,^&?9P.CO9-`N.C& MRMC:5.R=0E@"##S;VG;XIR,265ZRR-]&<.OT:L>1!4R76B5N@XPM3>/KXCXV M1:(.`*\YP'NX#@.`X#@.`X'.Z]Z]*=[-N:\U?*0C<:9J]?#=@MS'7!(S6DFO MHZ^?7=04*O/#Y21/=_S^/EG+461X,^QK*YC%C&%2?U`[M?`!05(.[UXC-*=F=B.^HZI+9G5S;+=" M;KHH^]6E-)I16[MDH]GNV'2!76Z=JS%)*RB-&] M>=A-@H]@5`/2E^P6`Q+2OL)MO_297*ZC2JV MV:**\S:,+Q4L=-11ZQ7:`N;6U6E/;2U_N?N9Z@`3,^F2/(PA6Q!>[ M>MYQUJ6WOX51LS:IW2$RMBJK(U*72QE_B-'+BIY6Z+9;7SA*OJPMH3&M]?-1 MDG4JQHP@3-)9V1%B,)$'(2;B'8[#%G6$B[/;%@RN!0!=KD+8XNN6^2`ETC$S M+X_]=12%IWGZACR17,92K/2MQ!8$V$X%ZL`/4&'&1\#YK^[*(+5/66L[/*YA MN;CJPFF8->B*))Y:GB3PZ0^:?4.!(4[SEADJ)-)&(Q_"6I2'$`P$].<4(8#` M^&0P2INU!FE%\:V:WW%32VD[!W3UU)V(U*?LV`AG5:6LD2PY)-996#I)D\8C M,BAEHPMD7DJE:0QE5MZA&+U$JT\[($XPUYI3VP6?N["VJQZ]U":VZ)AV=E6N MTO:C=C43E93`T5]-85!['N9DA(J?:T$N@<%6S]N4KRBG9,N`C&(ST_9C`@D1 MV7]@AG757%(V0?3XKA;[HV4K+69,V)9\7!5L?E%KE/HHW(E!JF(2E.X,"0V/ M'`6!!DI07ZA>2P&XR/R!IB==O,.I+L8BO7[L+3[M5*&UT;:S4;LZ*7_7=+6# M<#NQ,4@;J4>52B(L*B#S9>E>P%I@G&K,*#SD8`A\5I?E"P"FKBG-K4BX6@X5 MS'XE*RG:T&EK@H["5/+2I4US,9/"DXG2:A@C88)I M@1@P%6>HO=W%MOJLMU3'M?7FJMJ*&LFI8?:6I%P6,FC,M;87=4SAD4@EO1Z7 M((2[DR>"N1$X2+?6):P8\@?+YO(J;SE@29BG89([\OW:ZA-0Z29[D6:5F-$2 MNR=S:V,U5"W2\79OI35_/G"22-@3M8R7EU;!;=V=O([HZ?#IA.2*WF="[!/*MW;G2/V2@21">(UK? M%UK(=E4>@/,&=[::_U_JVZK-I--;UJ6H+6KI7 M;#255QL9N%.L>X_;K''.`Q#2[M% MM_=9]ME+!=.4S/&**W,MC2NV)(9L`4\JHS,:LC*QU4V.FCY5/-IKO6+I(Q(& MK)X%);HF$OPH$B&44/@1@-_U`!9/67*>S,S4=P^Q,5V-,UW4U8&[D0I8J<29 MLAKTV4D/N:N"QA0?:=P``*<6,#RGP(S)F!>!60RSZTGG_?'Y?LS%/4_.8^NO M#[9NOD^VGZ=OU/LUYOL1X_9OW;V_7'A[QZG[OU?X?O<"6O1]_A'=??\`=K@G M]0HX$OV_4/71JV2=MOFZM$:;91_A^*]>;:"_2P4B<8&`Y(J+A:H@Q_&SF18E M:@(4%H/=?=2U)0#@@P8'`N!CLXT6U4L:U)9>$OJ5&XVY.&6!1V2V"CE,Z8I, MN9ZME+1.*Z1IU\?E#6)I^Q4(YT/U4]>. MLMH/=TT=JG6D$M:2,DGCDAG1!;\^/SXS38XE1+D;LID[T]@7_:0PC&5IAH1& MJ,"'@8LX,'@0;EJ[3#6*E(W,HG4]2LL$99]%X]!9.%@=9,E=%,"AS8N9(77[ M;(!/9D@C<`@[.Z*DK&QMJI(U,I"HX").0$TS`@X6*:'ZD0:@N)4I'6*A( MA*&V<0NND+G*`M\"F;++RY^R2ROG4;\9(H%)&.\/SB%R1JBGD;\^O3J MJ7K7(2D3@K<%)JHTX:@P9F0PK7/5B@=2:_4U5KE7+?55>*GMVDID18761*6@ ME]?C#"HO(%&/ M4X&SJ9U^IV@&N4M=0PI%%"Y[+5\_G;OER>Y#*9W-75&A;EGA1D)N0>?R9\O`X=CTBU1C-QJ;]8: M1B+7;"B53B?%R=)];`(:["LU@:(K8]CQZ-9<\Q.,V1/HVQ)43S(&Y"E>7-,7 MD"A29@PSSAPK3H#IZQZXS;49KHV.)=;K&=GM[F]2X=)4;&Y&YR5Z2R*0J%XS MW\QU\KX^HP*U98%`"E!^1B&$63#/,&#ROJYT(G2"TFF8:WQ21MMVQJH8?;2- MU?9PJ(L&,4$%H#3++)@"E/\`[BCK?ZA1Y:\"]J<1`1>.19%G(>Y[ZP-")':2 MB[7S6J$N%KJKA@=_GSDY?+`O8KFK5GPPPZPPFE2(LDJ0(6S&`*1A`$MS'C!J MT"@W&!X"5#[3U=R6T(/T?>UNRS@^:[0M\4;BMR)MV="^*Y*\) M+G):5.5S&HF"!R?52`]UCBS/JM:XDLE:UF?O)#2<^W@0?W4Z=HG:FO=\4CIP M14VO+CM\SLT'VML& MI"QN[P^RV0HV23R6!-M6R.7,T,LTT M(PTLMZINO9?4=<46=K#"2:NIZP':T*ECC>ZS1J55C-7Y6:N>'*`29LDZ.60] M`YJ#<^LVMZY.V#+P$O*?TP!#@.=N#K+T-OMT=W:V=9J^EI\BKZ%U5)T8OKYD M9)77UE22"O"`HQG,<4JD]M`')2J79)''*87 MJE,EDQE.,\O5JETJ2U(7+'U])K,R1JUIHUIS&%`>IR8+U!BQGPX&QZ-TXUNU MI06FV436I-9H[LESW/[3!'I1-@G3*>20O!,@F[DK6R16K)F#R6$.%+FG&2N. M],&1&YR`&0AQ%4Z,:IT91DRUHJ*H&N`418&)&&6UI'Y!,DT?=`S%.))+`E^> M1FKVL,E3#$!?A&S@%('R;*#'523E3Z! MJ\P1P@9,%G.0WC7%>0ZI(%#ZPKUG^ST%@,>:XG#V`+@Z.93'&V-(6@9V9,L> MEKBYF(FQ"2`@@)IQGI$@"`.A,&1B1U_,&P\QIE#":8!.\LZ M@8/$M26E4D!U/P+Y_!;'D&O.Q4'_`(/;,09'[]):_-5'+(W-HV`X25/;=&29 M62F!9%0/YH/,2K)#[\T'B$A=2$JPH0!!F'`2 M';;T.TCKK1"C$E4P]S<9M,Y&\JY_=UR21,F(F5UV\^IDA,EGLB`E\R=L2B)1 M$(&=I(%E&QLB-(@(\0$><833X#@.`X#@.`X#@4KVWU8&V)VM)]Q27AL+UNN/ M5E96&XM,J<$'-MYV35\C9L:_*Y*TFIQ9]4FU&HA[\HNVXY[!]I*@IT:R1-:TL M+/&Y3A]7%F9&)O7/K@4#!V2RP9#BNIK4/9#0BE-;*F'J>CB\]^R"8SAWF2!G,&J(9F]`C\QYN1#)\30K!JKI8 MWSJ&N*?V&@U=P-1MUK+V(W5LFUZ[VA:C!*]?-AZ,NV2X583J@&+9)"ZYOFN& MM>J$S28#8G7-IAA@RCU)I:+T0G59'7U>MG]O5E;V63JB\S.DW?52@8K6[(QW M'4+3947V)H^WZ]NR/NQZ1?.$#$&/(7>*FH!J1*U03L^.?=1E&>8(7&6`CV(L M_16RF>7U8R(]C[-HZQV`^HHK.&16Q1^6SMC?VEBB6+#>1-3&XIXPF=DQ*]UP M`LI2),<<03GSEE9"HJXNHRTRYMVX7%3_`)E3/OWJLZ%55K,JD<=9V.&[H6[4 M$^IVXK2D:]2J%&VM6?'UJ/`W-(M6Y4`D3U@!0\EIO.&]]6M/MG&C4_KATUMN M*N]71+6Z@T!5V3>+R"C;!;W>XH!%$U=PB#?9>7I)LWR6NW-L?'I]-6":1FD. M:-HQ@!8@GC*"OJ*=978#`.HSL;ZI&ZO4DQA+Q/9PV=>TSD5K5R0XG47/K/23 M(F*6F2G=0$1-SAZE(L4J$[B(**)P0$/`ES!.NK8NW-HNK2_+VB314] M>]5NKB^'QR"()M'9C8UW[!RZJHQ74@.*,8#S(=%ZMBI,4(4MZI4[XFK4;4W-7F7*\83^^`*4"&2$Y.[[4/8;="D]6J^UT@S?,7 MZK-YJ!V/F67>8QF'(4<"J,$N,?$B)3(%Z<;A(G0U_)`C(`7Z.?*8(TTORAP, M,LVAZ\XWV%Q;=FB-DZU>H77ULOM436B+;2/\-=)=![(@]6-$:;;*B"%C?5KK M&)/"Y*C-+R6>(LEV;#3DPS/04F`X$AM$:7O37+0*I*5O)>&S[^KRO)6RSAZ: M)"2YCLB8FR"4K\/Z>1R(;4`U7-['LB:3-GU5?&MT!DT`':E4S-\BRI8QRI3&BXXR2+"<6)#]@GI_6IU3.^LQSLK1HPFDJ&T1H0"."LL71SLG6.J77 M12*%CCMV3J"=J35V,;M.,5GR2OHBE2/X7=MGL)J%R?7>-R]!XSDOQ'@+<_KZ1_P#?)Y_X>2/_`!C_`*T\GUO"_-]H M_P!.U[O]A/\`J?T_KWP_I/>_'ZH\G_\`*\_[O`EUT??X1W7W_=K@G]0HX%J7 M`<#JT=WS'/=>]E*[[3J4-D)4HZ^&O5^>7E#HXN=2$-L:N6O:%_U=>3>],*)4 M4V/3RPQ\*`Q.L4$FFH6_"@WQ\JN9%(9K_J,J-N.0JG]8UWGU;61LM# MH),7)R96:&Q@5L2"+TB6IC3H:I;(5*@5,T(%KP;E-A4B=WA>$S.<@\,!N6F> M['96=23:.,/]>46K753U03CL;@KU$2Y@[UZ=-J[GG5MK8SE#.+=#%1_H#.#5=2;E M[%75LMT93[;/6V!P'839BO\`LM?V(GW38"KW*A&NOZR*4L2PJK7*VUC)/6^Y M(FTMK@(,K0>_MB!8`2,*-2(1G`R[K9[E=L=Q[3TSCEF5IKU&XWN?I]M)>T;; M8018J-T@$\UOOU]J!&G?90_R9[2O,1FB)J]X/3$M1*MN,SC(%*C'B#(7MZDR MV\YWKM6,MV4#1P;M>VIR53K_`+;)*]R^DA*P2%W3M(X'(Y$,UXNB:A*#``P:>-(:822J]Y2AJ[6W9B);Y:6/BZLZR MD%&S;LIW\9J(M.`J"AL5'.T2,\12,>%3N0 M8<40K4'%Y"/LAEUD]:?:V3L!6+/+YC1_9?8.RVG3C5+?EXS%JI&_SIY@& M[+'#02^6.:]Y>EGF89*[R4]*H#`D2:&R M!2Q4G;BQ.7XARO9W6+K5@@^.&O(Q>T*[I3?<(K1>)FO)EM36V0%Y\AS)L=3M METX,L>/#SX(D$IC1$)=B<9S[#D+JJ3CQ[0F"Q[>!Q&=L]6<$^\9V3H;T?#Q\ MX;8@N<^'CG'_`)>'S)OF\<>'AY?'Q]GAP.>B5W1NTUGU30<0N79I\'XA):]< MZ7LFTTV1^&,X]ZF#5'D]=,Q&?''F/<'I(G`']X0\!]O`L;H_JEWTV0/1+KI6 M-&A%/JA%F.#8UO$3N+;J1-H_2-$D;C&K#Y1E(FK$X\A]\&JF;DF%XXPG3FXP M,(=C'5C3S7C2RLQU?KW7Z6',BY6)\F#^I6.,CL"R96<1@IPFUF3UZ4KY;/)@ MXA#^^L7J3AE@\I)&"B`%E`"JR@)[O-3T"<':6PV^GN0RV)TBT-()C"[HN6/Q M!G&_VZWS*WI-&AIW&TQ6^CE;LQ-KD#"J7/2&31]&GRTNR-S;W, MQP1_4KF:K7$_5X:ZB]\[T0R,62R1BM)G(%+(LV+LN`OEG41>C\X6TUO=VWLI MAD?:DR5>W#K97%68F(Y;6!Y5)U*^/.(@MY.?2QA"&5N%T[J_:Y>IDU:3&3LL M1F#25&FV-TC9S&@>DT0L+=&(.4^1?4LN:5#B=+XA"JZ<_J1X<3V<9;\4,H`0 MJ"E)`;AU1GVP]F7F]RBWX?8<.92:C?XTE3.L-L*#01U6L%Z2W[(R),P2].F1 M(IF_UNO0'J_(`*D17[N<8`5@!863[WW1U[, MCFIS>%)4M7UU2`)PB`-;JT35X"SN5P-G9OJ!F> M8_-(W"IOAP6)C3%(`%(C,A&(!A!A@:9J;N;;[LL[LI@,%UTDO8 MI:VZM?:U7!&M6&F,59L?!7N;A=R[]22B75&C]QL#,"4VA"2ZJ8S44;L1_K9Q M:TKFW+7`"=9@`3"LY%@/`B!'>_-I_@!%-J[%U3D,2H)WW@=-$Y4^1BWF><3N M%V$BD:B*I9P.!*H-#RI/`%+RE&$SZNM"[W=$^R*H69TMEDC6QEQP!D7+$!=A,%1 M*(@MB;$TR$+<<2E,#?6SN_=$ZFW9IM1-J.2A%+]UK M;=:BKDXD9`6]E=D,57NK>YR(X\0!$H9!+C&B.H@!QZI[B\EB#C)9"C(`F_P' M`,P1>3!9%P-(P'J6Z[*M2NJ.O]7H;%B'R@Y5JX]? M5K[/,'.VO\W>E<@E%7.2H^6'*ET<=71>=G/JC$H*),R048`C^CX&I=QNKJ-7 MC5VGM-TJ\N],55J)*W-SBL+KJX+=HR8D1L=6R:LX['()>T!62:6P-NCJ*1#" M:F,:78MP;\>YA&D+QG(PRC5_K$@57L]5/VP\PGNSUUT1+KM=:`MFV+0L6>V% M14!N\@#0_55&[-=W9IE$U:P1DOW)0[.Y`5RTHS)7D)3E)R"@V_4_6?HQ1KI6 MSQ5&N\4AJVGH+/ZQK+"!XF2I##:]M1Y>Y%8L/:&ITDJ]K`PR]_D:U:M3C)&` MU4?DWV#P'(0D10-`4YJY4<-H:@("S5A45?)7%'#H.P"7#:F,AX>W*2.H4YKF MK7KSC'!^>52HT9QQA@SCQBSGV\#EL5!7V+:%>6&9;BSQPH%=BD7VDE'NPH86 MZF/8&/,:^NOLIZ`'H6NNNF$[`#1`P+`,^7@23X#@.`X#@.`X#@.`X#@.`X#@.`X#@ M.`X#@.`X#@.`X#@.`X#@.`X#@.!Z3TY"HDQ.J()4IS@Y`:0>6`XDT`OI"848 M$0!AS_)G&<<#`@U'5`%N'(%8UZ!QP+`\+PPN-A6X'@8C,#PJPVX/P+!@LB\? M-X^.?'Z>!GQ1)1!0"2"BR22@X`644`)918`X\,``6#&`A#C'T8QCPX'MX#@. M!6MN)MC>&L]@(7!EJU9.JR*C#>_MK7'D29T>9YEAC5US"\$:I>6Y?64&45M$ MX/'5[:J-0'-[B-T/2"&8H&0`@->,VX6QN3<2IX8X*7!H2S6!'+<%[N2N"59\ M4@Z^R'E]KA1&)`]J9?3D8BKM'UJ1>GRI4J4GUND6Y)>"T"0T+&:5M".W+6$2 ML:*KUKFT/J5>E]]<6L+,M-=8Z[KXQ(0*6PM0K3I3$\A9E1?@0>>F%@'F)--* MR`P0;3X#@.`X#@.`X#@.`X&+S5UD3'$)0\Q&*G3F5-;"ZKHY#"'=KCYDI?$J M(TYJ8PNM;SJ&Y4\FBJR2.>NLBI6E*+V19& M(<;72!3'GB21J$N"E,A7E%X4'MZ`(S`A/."4&HH)U];20+:KO2LMII-O0U9O M-K/4M-:J-[7/ZY).PLJ3720TFD:I,UF20H4.9U:YV3F(C!B.]-O(%DX(#O*2 M(,XZD-/ME=`:+UNJ@_4XJ.V6\0F)0/<>U3+FKA^A>8_2W\;9'!7*MH\VR]PD M$BFDP7S]&R9P$YN3`!,/KF@FZVHVG]':861K_'91-->F)!3K'> MT$@WW@H(M=DO7 M%L7V%4;M^\'CF]7WJAFD'<],(`$NZ(]$@=2R?14C3>!H78:V/5VO]#5.Y[)0MMK^_#8.P$6]%F-^9Y-'TE@ M(D!2.3K(V],1QR!7'7AU(,6(\9!ZONPC@X'DOQ\F18\?#QX'P-\>86E(F M0-3&T-B%$G5I$2)O;4:)(D2.!P%"]*F3IB2R2$ZU04$PX`,8"8,.!"QG.,9X M'V-[>^Q--8E`T^0R1L4.BDMC",W,I%9*V+/39)YB4M$<-F<9.4B!@"( MI$:H#7.W7:12^HUH3*I'B&6!9D@88N4&L=987,6^#NDO4&RF0 M,!4CECB\*E)C:P(A"5*TK8K,$,G.$X5(0QCNX^QNVO;D+7&E;8D=5:IUKJ7K M+N#&I+$XC4,L;+YB]DS94XOA$P%,#U\Q:X9:<"6D,S6-M*1.S(L2#7"(#ZI1 MN0SQKVPNO:_N$V7T(B=AR.C*!TEU_K:;3U?`&Z,`LNZ+@NM''G^.!,EDNCTF M!&:T@L3=QX]T;$B=:X.X?.>L&D\$N0C90?=@\4@EWCJS>+'B>(IBY0!+7K+% MSREV7).M5GGC-P0G3'#P+(0PV!=[=$V=5E-6#":,NMVDUV0#:JY(]51BZK2) M@S4QILO=H_J8RW*39JP+6)@:\+1JG=R3B%G*=)C*H(8PJ[=Z@)OZ M:W*QV?>TTUS9>G9!V-L]',=1U*GB;W5Z:S3BWNVV:QW>9M-FD7,B:_785,)< MR$;04%O,/"IRJ$$&0YTSO[U59JOV;MF<51L'`8]K?0VJ.QP&I[88$XR>T*XW M/)9TU&BB3;&K`?$3+(7:2/R-N7(WM4W8;Q*0'FF8)P:(L)VZC;O(MJ[(VDJ< M=.3FIYGJ-8L=JJSR98_P-^:UTRD41;ITG)B:V'2-Y4N3.5&7I$=[VI3H\#-. M&4$'F*'P*Z]`]Q[2[%4>[VTU@[#NNK6M=%;3V)K/0\0B0JOC"-D8:?;8\8^7 M'=CE.J--&HR&\'7LH0:O(=0:$LDV9[X[ M%;0P?8MVJVP=36&K%L,NN3Z[M2Z9R)C1D"L"/QZ&/+O%U:$E.#!AK2G6>J4: ML#@K)@P^K\YS7Y%8@(;(ZXMB*QYEV*H'3JSY\[E0PUFJC:[8>#`FD;J&3MS7 M*G!V6$PM2I3,,F>T(%#8UORH!0!*$I:E80'MKWN?UOL:TJXJ-MKB\6R3V3NO MLGH.WGNS)`PM+->^KD;;I//S'A2@L%#TZ?'E$(. M%J#NQU_MN1:Y)PT_>D"@.S6Q=M:AP.SYNBK@J/HMDZF5.B=17SXU1JPY)(2& MV9#8UA+,[DICDAZPGT3L$8SZF`UWVM;477KUN=U55G!+PGM45#M+9M^P6^D, M$@\3G,@C=?-56KLHH:Z'?8W;/8*\:LX3#+"GT:A20^15.^7!5SM+H8BJJ<6 M0S$'$Y3%)TZ%'DHI0M+0%&C&$-[2[NQH6N54YQ9=1W)`&_7YET^4[CJY"7!0 M*M4)3NZXEM=002<-:*7JU,ND4?.4)U,L^S^7`EC;U9)H!*C"N*:=XU6$A3,@'18=+$@UC4B9!GIPF97D)!ADGYV&MAL9U^>&NL M[UD\AO\`V9M[3-#`(FQ09VED&V?I<;HGDU8S`*F?-C1@ET5M6?JUW0JE;88E M4IU*DU*2,8BPU]=7>K5U`I;52V7J3M:Q2^@==Z,VAOR('I*4+6U55UW29NAZ M9.[*CKA*"[SF(O[CZ*YG0EG&FX),&08,`!"P&X(YV^5.\KMOHZYT-L6P3C3Y M_P!8F^504N*QR8R*6QW<%"V.5(39E*K^42I,T1XQL<\+))]9&)CXRB*,,5@R M,`BL!)O1;>.L]]*SL6Q:V97Z."J2^[7UML%E?5 MHW,(ZF+9'AL6!\Z\2H)B< M-WV5W20JVZKW,K>D(Y<]&;#UUUIWGOG33_8,3BR%S11RNE,XAC=F:P*1#>7> MOY^T3V,I%AL9D;1C*Y@7D*@#$`[RX#V4/W:U5%J/U#8]@'!_GMSR#5/0.UMH M9S'@0%E2PR1;L)H[%X(]EP8+PPODK,<92M.>G]%&&I27&HV8%:8#RY`GR$IZ MM[9:NN]EVO?Z:IBXK:*U-)O)%+(E6H81*K:>IU14W<8(XU9BH")8FGL7G]AK M&HYRB29T2)TKXSXR:6H"I*5(TX655U+S;`KZ"ST^*2R"'3>'1B6FP>>M8&2< MPXV2,J)X,BLS92E*TIHEF`^SJ?WG"GYQ(>`*5:LA,X&C,<\-@DY)?`MA_MVN!O[H^_PCNOO^[7 M!/ZA1P)M7;1R.]5%9-,ID2HFMX78+38LSKHEN)/;[7L,K<#5(1%Q" M,3HE%(%"`!!@71I2W5LAL7&ZS5) M&X+>T6_M335-T?:J]QE83AN;]#"XE3I![.S#3$_5RYQ.&)2>42D)(#E]R.JN MJ]N[4GEOF6/.*GEUT:DRK1>]E$101QW+L36R735OG2UE0ER-`M*B,^:7,A8G M;WXD"C!*-S4%G)%`@)1IPSFC^N6M]?MOWS:ZOIE(4*9PU4J73UCIX;6SBAD3 MJFDS4QT"RU/&0"DY[XB$6:6<:I4&E'$&!!Z81%A'D.=G.AT:4[=*-YZ5G[S2 M.QLDJ4JCK20DL(J2GI,H>04,]5`DM&S4,SL7@1Y3#3U!H1`VIZIKJK6")HKK).U\Y)NOL]MWL M.N^96)1D#N)KJ^7V)6DD(3HX[5K')JUL-R8D=@`:Q,ZF.O)3TTG!R8L-5I,F M`P&S*9ZL[3N:JJWDNP;K!-9[[I6!;/ZB5M)=8J>BEI MMNA:-MB+V6PT"M?#9&NFI+XZ-671RMI<]+5)YJ]1D2`8U`LY1^./'@1^OSIL ME-4Z];1*=<;$E]O6O=FI.FVEHHG,H!3T@CJ>IM97F!Q#[5J(E*`,[1,7935R M-Y/>FS*Q*>Z".$6TC0K0HQ`"8O574.W-'_QSA-[LU%GU,XN$,FE;6'6NO+CK M)8$ZL=^*D22V3++@#K9%GO4F^J&UHCA:*1NJTES6Y,.39`8F2$#"'/._5/"& M%MW2A5!VU)*0I_?_`!8CKL34!,0B\WB)$^MJ)'0BS+-J,;QE`XUW*YPPG^9> M0>8[LN5Q))Y*`G`1EF!\==]1%0U--^LR4P&U+*1-/5Y75M5O44;>DL0>/X@M M=TPY/")JY62\$,34I-=?JI,$U'EL+0$D*LB&(LP.?)@.-F_3=0ZH0B M+4ITIRA(:&N8?TB5C`-E(WL4Q[$W*-N@V^%\=@<4J52Q5RLBZ*T]DHP@C=N1 M]:]@BY8^X$(/,U8$M`:VX'D/],+]_(1#ZL^JFQ'."4W*MQ/XI5Y_VM=@& MU&V-2:YOC!!FYJ<9Q8,MDAU66:\S!E$[OSLQM$8DYC@E:<*BC"7HP?O)@B2@ MI,!;_M/H8T[0[*:7;*N5KR>$/^D,TFT]KJ+L<>CKFQ2E\L)B11:3%S-2[EFN M9S<*.H<$IBT)B,9!I@C1#,SY`@#(-H])(]M#=^F-W/=A2:(.FEMNO=Q0Y@8F MMC6M$(08,+#YO,&5[4Z/0':R.4?]H7U9"K-USV M$KG:>I[+B3,UEB;;JKP2@OZTD$769.022+3!L<%:%W;33RS3DRC`B51*@DA0 M6$0XMTO4U"_^T]7&[8L-(_:S[@VIO._ORAJB2E5=^P%T'K\SQUFB<+:0E88V M8WNIZ%`@:0IA(TA:;`CCC"!&&AYVZZ:JVV]L75E1#.ZVNM4:TSQDC3 M%##TL5A=23IIG[*ZQ1:[-BQ7]HW)V0J"E)BO*A/[NK\`%!&46/@5-# MIE6@<@G^GDL*;`TQH3`T,T*B>A$6V%A\-LF96,S[`[/6OM$XAFC-"FHR+2FW M\,HY+'V!KTGK389!_P!J#7TJE:"Q*$7S6-P-):K?83+"'J"QI]E]JL;&@<)*V19`_F*TJ$E"@]\<$3>> MZ'.0D?@:$+*Q_P!/_7M<#FKBIV[O^>26Q=#[]T%F\KFD>JA?())`+_LN367( M;$>'=)$$;H_6J@=)8KQEW=%"]6X&X*&K,,++P1D-]T9T_1W6VWZ8N"E=H+F@ MSG"=7J0U(NAD0QVKEK5L966NC25'ZG=I*-XB3BN@%A-D=("W+7F.F(CE"/(\ M)PI#3!G9#F6;J5C#);^P^QC3L-9L2V1OO6F5:RG7K6<:@-:SQK9I'+`2YOM& M4#C+*2SV/=D+&VMC6T25*NE@S,U"=+YTXQYD0M*V8RHYL2(&XV2292D$M7"(())$I/'D``!\`X"(D MNT;2V;/94Y7%?5NW#3#Y=-7[`1[7>>I:Z6P:N[%J%WC\GAJ2&R1LA+7/B*^1 MS&+('D3&K<590W!/G&3W?6%M2N1*W5AIMHD"NOJS$A*+C M[=:%LO`/\`:?\`[PM: M?LW^\?T?`_]D_ ` end GRAPHIC 38 g129874g55h09.jpg GRAPHIC begin 644 g129874g55h09.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-GFAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC"UD969A M=6QT(B\^"B`@("`\+W)D9CI!;'0^"B`@(#PO>&UP4FEG:'1S.E5S86=E5&5R M;7,^"B`@(#Q)<'1C-'AM<$-O'1A9'(](B(*("`@($EP=&,T>&UP0V]R93I# M:4%D&UP0V]R93I#:4%D&UP0V]R M93I#:4%D&UP0V]R93I#:51E;%=O&UP0V]R93I#:45M86EL5V]R:STB(@H@("`@27!T8S1X;7!# M;W)E.D-I57)L5V]R:STB(B\^"B`@/"]R9&8Z1&5S8W)I<'1I;VX^"B`\+W)D M9CI21$8^"CPO>#IX;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_ M>'!A8VME="!E;F0](G]15AVQ6(E>7`XDAL3#6_/@H%)JB2[]^$@0=Z#L)Q7WX;KUHZ!]?V(GMFE;19>!+FB5*=>ML$56$EDE4O$YD M)45BTM1-LW@421SF#/$@$-(6I:E1RT)Q8MF)0%:V;H-D2KP1=&-=LR+GJ&W5 M0%C]`LO)[?VBU5*PJ[29G2<4FX,1$D](9(I96;'$5L^2LZH!QC*L7(31A]O1 M1INRQZT%<',/'%\=@?SU_D9%-R;^KK0$_P"D[+V(9Y6D%;UOIMV_[;]E)E&E M\A4_28/F2'7LFJ_8,]C_`&!>@2%\>OB]NWR8%W:Q\YS:JRK6IN$F3E!3T[>7 MV.2^WD8$3HJ#'JJ<"8\Y15UF!VVUS?-KP"6UIT!#.6>A-\Q=(_RL6RQ/)J:M!3* MU4&CJB4Q:>Q.'.2JOIO+D8VYFD+=\]0*%@=DG;3&Z]C883TUX^)ERL^7K7]D M6U5Z>Z.:28IJX*<.*GC%+"UDK?XQ'`AK9=(8`P&`P&`P&`P&`P&`P&`P-[4[SE:5Y,]DRJ&-K2B@5.,C)(+6 ML>72!IB,!@#?*7]-%8D7()(]J4R0#I+9,K+0MB$CWZY:=[8BRA%$GF%!QIAS MM;L'M6+4H\Q8M99,Y)KM3"F"+/\`&YJ3+4UM-[,[5JICCY$'=[C[R3,FR0H3 MT>TZHSV@J@!%[(_:"$,GA7)%\SKJ$GC%JAQ39TDHM-QI$JMY4_,$45_S9;9" M?$U$%.>GYQ0QY*]&21*-$5[Y6608?Z:"9O0M;V&+V_0%AT/>,PYUM($:C5HU M[-'"O)VW:EL?=F2)S%F5,J]PC@36%U3F$+#2E)I!(RQ?O[UK>\"5 MU[>*SL+FQ[M"(7$PU/%K!INNDEM6%60.A*.>+(:*[7)VE;^*+\ZN MBETS>FFB(.<8YVAP+$N=TDUC0:"%P6`B/TC',5Y#FW\"68V"9T)ZS930XJE@4R\#?-2>/[ MHVZN=)AUE#D-;(N?:\F[56\\L6:W%6,!;HA-W_2,3"P/;?+Y0SO1)[X6O)$E M-+3&)S-&?^\UL(M!#8\!\3O<=LO_`$1$ZFJZ.VK*^6H2QV5;<:K>V*HFKR57 MLFB:";QZ90-+'YDNU;#"\QQS(.3F1@3N,PPX!.@>^,++$&HJS9M7TV@]GQVL;H8%)Z-TK2R5D! MD,A,@5;@[:A\`;]\Q4.^-\:LZT'V;0J-I&1]=U#(B:FU#'WI^12R1&N+G)$*0 MH;<@5%"5J=%>UH0#-`#0313%I/U1S:^6>$OB^H:ZF<(KV:SU.FT)BCTPL9NE MCK#6-C-*7I#"7$01!"(LK90`FB`(\C1@20J_QZ])6]S\BZDB:*L$E%+K MA0\^AGLRNNJ8$@1W2ZLYEX,U658U6$=!4>]V8RP9[U'S&V0HH0R3UP?9&F/22A"I$6V% M+#R4A_OS"P%`&,(9/KQ!=G_P:_6+M%00:_BUXHN9Y-.-]5\X_P`),-_KBDIZ M:J'60ZLS;6EE&R5A8C/4WYH3H7J8>'V1>@5NRB-/,,DTBA\C2?,)#%'UWC3\ MATH3JM(GEB<%#6Z)=*4AIZ51I,N2C![PH8RQ^SZA%O6];P)/5MPYT1:D1JR9 M1N.QAN;[YE;W":%036PX+`'F[I+&'AMCTE0UHWS*0,FWXACD#NG;C%0A$I#G M(8D:Y M]"X6;#*IC)/SB13L]/+GQF.=61E#Z:4:0Z5*`B$'6BM[$'U#J^2N.[Y[BNQI MYTYIC;+/+CD2*0.$9AZR91.'FR1/%FA?('_Z%=ID\,+&J/;6!J4K1%B4@,$G M(&(&A;UZ8&:_A^=+N;K4S'`F""W`\W;:+U2U>M5+V[5UI.*ZSH\A:'1WBSXA MB$MX-ZUK;'Q$?[2I.00J(5%FIC#RA>W@2:J MKQ6]E736]$VM7,0KQXB'3,LM/LT9A>A!A2CQS==(:*Z%Z*=*S(:*YY/L8JI.CB':71%OGM M/6*JDB>)((U-:O4O1=AMICG(E.DJ=5]&B0FF@,#H_P!23=`"-]@U!,*Q8:PD M4J%'2T=O0G5A0Y*TRAB>WC^%#'ES8$Z^1,K6N4ND3/6NC*K"G3N1290H))]^ M6`2:-8Y4>"XK.@57OUN,R)7MO-DT-CTQ? MVIW_`(*/<=?-TT@7E(6)8=Z@3K#=@,]D-FQOQ:]D2-EZ@D0H5"(RS\6R=BA_ M4JV:W%5$2(IE^E#N?'HVGDACS,$I:]*^OZ0Y$F4MFUR8Q04(/MZUZ;V&%,OC MRZLE%S&T7#H-'IO+4E1$W^[R*&696LGJF.46.-DRU7;THN5HEBJKHQ7[,Q'A M,7N"]V3E(C_^%.]A5O1&PP6T^/[PJ>JX=>[FR,DPHJ?2UYKV,7-6,J8;#KQ1 M8D>2D.+O7KN\QI:M-BDY3-:HI:6U.Q*%8L0&:5)BSD_]+@;@,\9'72.?P6F7 MJ(0J*]`62VQEXB'.TSMNL8=>*UOF:)(Z10+K`9-*FM?%7R1-*XE8C97<:%\4 MI32S"T8@F%[&'PKOQJ]46A2T!Z$BS/6)-26A%10@A\O4+>-U*J MS:.83%D7-UZA'2P.;[TJN^73E^PZPE43Z`9IPV MULX56Z(@AE!52%$R,9!!)IR9>8^&N:82$Y.::F6$J2C23!E&`&(,FAO)% M\3?J,GC!NAQ+5TDHM5?1Y5<2M_8(HJ_FVWR(Z(FP,YZ?G)#'4ST=)DXD1.S5 M8"#3_303-Z$'>PW],?%;VS!5<;"^UFPF,DEZ.<^0"YJP6?6DJ@T>ZB9W`QJ< M*+G_ASZ+K;Y_P#SK_J[^_\`YS59 M]$_SB_EM_-3^"?IK^*_HKZ4_AK_A_3WWI]-?]U?_`.Q_X;`AA(__`!"^_P#U MET_^>/P.FP&`P&`P&`P&`P&`P&!>)_AXNB:%Y-\G-7]!=*6M&:>J.#U[=+>^ M2J2))&Z:&XS>K)3"F!`VL\5CTE=W%2H>GPGWFM)O=%$:&,8O0/H(-O=ZV=Q7 MY%.1J=Z3#:%$26C@AYUN6D(XQR"*53TW4%&S M)+>"VY^9*CO&,J:=BQH:>0R^8)9VNL,E&U`=5X(RWK#0K=&I];5[$$4O'GV% M5D#\0GDIY@N"\Z_CEBODFJZU^#X#+4D@7R.-76-'(H5>$[@[T@C+LT5\^.=2 MK$[(9'%X7V3RG.9Q)F>&PJ!]%4Q/)A*7X:T#4 MQ1:%V)'9-(')4%N1.+BHVE:6HX0"4ZM`+`(8M:V'IC\@/?G%5TT5Y>: M[E?0-=7#KI7L"'7'X\XU1,4F%?2%H+NF.=JZ\D%50B:ALV M@;AJV)%)[`HZP')+``66X45;JQI3(EYK8B&:(D/NTYX0J=G(0J"\:'9E+^+: MWN3GPF2PJX5^X.3:$JCS1P5FNM@N>9>6/K-G2P0FMVJ7*(O47.35?= MA6,[7+.GR6Q:-HR9>]1N>&$,[(A`KB^>^ MR[.H+MZPJW4PIA\;/7L6B+ZP];JD#/9[:4]CN=2XQF..31!U%.HU>W`E_+)< M5CRH)"'3L,7TFA#S%X#`8#`8#`8#`8#`8#`8#`NJ\1/2]OC+!?$#[7#>_+R%[K+JA=8^(>Q-Z5S/0@?0J!( MSP`W[`2>O=AXPH[LFQ^U.2'Z35A5=)4Y1$JA=:1>?UW=,\YB[1MF-E+%E>UV M7,IPD(LN+%\;Y_M'S/>(WRJ5-/JKC=? M=;6+S=;W442=K)JV/R#GJZ:S?HZGM5WM:-DS99_+QBE,7:4[V4J6C`4L4E+S M=&#$(/M!49Y).5Y79'<'DPZ9;YI4FJO_`*SUDSFIE[5<].21RO8ZUNC$C%!V MNLF1CL!8]/J1='I4<_JUY2<:1M:F\T2H1(QEAV%HO^(+!&^G.I+Y7TP'FXR) M1>N:HN-[Z_B_1%>NAL]BM5XY+#HDUL ME1"*_9R'&:P=\?W%4;JQ/7'3OB*OWE.Y8MOJ#G_F2B$DMYIJ6;Q:=<\\A3Z!B9@M=%5S M*(VOQ%+'(\M0`(`C[_`(C%13K9WS*F+F9;6A]` MS(H/0>Q5#-XU/82\WU=Z!K?;X?OIR*O#RVA:+.C_-UA6K'8=);,A,!40C4ID,?C0K# MA4C=T\7/3C-`,W1[2-2GV%60I3`4%8$">=);T]XOE5NWE5%LP/5[4R_\>3A9 MN(6U`YNSC:WUHFSN_4Z_:C,R5I;,8D4(D+>U2UN93%R5H,4[2&F)U"8!@`MA M1]`\(71Y5_#/UQRJ.(T97]D6_+^C.KZQDLUC#!&>:+O62Z-H[F0K%;TJ8VR* M0=R.CA+XW#&(E(M)<=GI2R-'?,DX:SL>]*?Y?Y[_`,1JWVM8U;RIY\BW4>XQ MR;4,/GL.L=WFB./=!VS/U'02U%"WR0)8I7["P2E"M9W=>).%V7$:)2^\$'UT M$$O#'U2+A=^B/1\H&S**:6]=D7BZ\]O-W.EF1-;3S%:/+%5<7QV2 M6+!T,VNJ"U%T?))=9-APQ@7OC>]30IUOZ#80AUWCJ= M>:&J`WSX3+XLUJAD7Z@Y04R6763*'JD2NOW8ZR(K6O*0(@ZTFG1EVLZ`D+MI*M][WOUW@>JKQJ=%0P?-W+'%_>%2 M\X=7\!SMUELQ;;4*M")5GTQXOW*56=-66<351+RI(EEM-T!L&&)>*N]*`\;/0%1RN22:33ZN>U[5L:N9J4C159*&J;\0O[C(: M@8&&\P.LZ:)'5SJ]NKR9/G=L-1@4*$32RF"#[HS8!!O_`(.H*M.+NA//USRP MWE1TGKR7>/#I"J.5[`!?%0[CMU!L@]([TY%(M*E-O*1PK?715KT?6K+(T77PI&A>KNI_9591%AH-SB4 M4E-D/**>*VV'F65.9Z8V,KZ M3':9&I&04+1(?7RU61R=T-S+371;;S;`N'^]Y?>\QC]Z\\4E-T3S3EMU^@B! M3N5U"U5\TN#BVUD:ZS1T^B$/K[)CWK:XX*EQ+(TH+"T3QYV=!X1P+X1$KHFY M:F#Q5?D4N2SK42W1=\%A3SSA5LC?B#T/17S!QLZ-!C;U$FQ*H>V`]\:G=&:X MMZ;04)XS"BS0T9XX;EHI?YR.]*)?^CVV\O''W0FZ?K/HZ[>A)Q%H2W61"'-F MELSAUF.8WI&0/TDO&RELA*0 M)%"&2*8VTM3.:D.8H]$8F43&(1%XZ-`H6(MQR,Q!I0H4'NSC@[2)R]^\'O>Q MB#TE=\L_/OE?[4\;-TU_/&ELXPFG.'+G,UV?PO8U=PB8:1K-["(00W3QNJYPH7FS_$&U7`IO6?6<`47! MR'%^?8[>M^1!*X]GQ:B+V?W27+61WC05[Q6#> MPG!'?C.70.FH'Y:N0[1G]0UI>/DAXZ!,N9QJ;8KMQC,-=6RS[=DC5R7,+)C\ MEG;ECDA0$''$)%IB=6863@?/C;I>EO'%XPD]5]7(XW,;4M_ MRD[Q^73F'4?S7*ZTE5B6C,61L<%R*$[GZ2*K8TSH'0U(O>2QC.` M0-O]H[89=RHVRVG4 MC'YGW^WIS6*:Y$*>XZ^JAXIDZ+POH!WB$0>6J72V&1J;D$E.Q!S44F>4VE!) M191IJ?>!%SK-LL"L?)?V?Y!KTZ@@%]+:]D<>F?/?1W-$GH6;KI;+YJC21KG^ MPH35Q5@)T"<%!0:/>]9;U7RUHT1-EFJ[C\IB3.G>R52T8"EB@ ME>;HP8QAT((87QW?8S_Y%W7BF$$TS`.3CO-&[=@R1^A#\F="+EDBN]BAMMU3 MNXY).I.PG1%+6Z0M:B(:E+5'DR;>CQ$B&`)@0N!=[RI)\\@?^)#<&I3S0PM- MQ\"7I#ZANQHO!,8JZ'ELQ@D.#%H;%5LBN=VK24/+\8VJ-$)H\UI5/OT6BA;" M/8P&!43X?;>8Y!XWO)WS=>B^K'6+TXR1[L?C"+6K-HNP.*'MZNT+LG:DE<,L MAD#6=,SY&V-J#3HRIRE!*].G$FUYP30\Z'\Q[-_\`WQ+_`/[@_P`Q_P#Q M$Y?_`'-__?'_`,7_`.+_`/\`Z/\`\3__`%,#_2"\9G^&S\3W5?`?)W1MR4Y8 M3W:ERTY&9Y/GALNVRV%`YR9[`>H?-_W<#TA>#[_`*1W MC[_Y:X)_N%&!:E@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@ M,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@ M,!@,!@,!@,!@,"B_^W'_`'Z'^7:P,^\0=GPNJ_#OX^GJ9.2E$E.YP@B=$F;V MEV?'->I^;G^PF1MC,B7K33#!;T'VM@"6'8M>T(.OEP-IW-V]T%,WE.4.CIKJX;9G`T>MA4C=$8P%^HQ%Z]G>L"`, MD>?\1K;#:L?HP[\8PA",0 M?0(->U\@8^NI/_$\HDNU;?VCQP]K"?8&!H4TU$6HE7O]HR#'$,'4B3A%Z>GM M:!O?R_)@:F7>53S"\%K`N?D2XGBES40U+?FLKOOF!0:YAC^C`_O*5_T:,;,G M3H2];-&6H:T>Q!"(.S@;^70>E:@KUK7IFFZ\OFGW\$EK>SHZEDL7=]%;(-,2 MGB,3J4:U/L0_FKFTN" MT'>ODP(IWSY;-4Z]^.IR1U%M^@/=[5#U8R3G[:.60)580X:7'1`/TG&TNJ9K M'+=;6@V4$9NBOZ/8/7`NAP&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&` MP&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P*+ M_P"W'_?H?Y=K`R#Q=6Y#^?O!9R5>DY.2HXW57&C1,758HV`K>DC.TK5FD0%& MP[V4)Q4E%DA_T;&,/K@>?/QI=A=.4UWU0G6G3M@/RZB_+L[V6T1^,.TL!E_E_C5C1_R+W%..^!] MH)N''V`MK#S!:G,DF?4D-I:2*8\P$BD!^?<[RJNK0\>'9UF0&4-;HG M0VU">M;&F-QT_;T14EB+?69]CYQ"PH7TP3L10TIB\0_`3]8\0K6*ML;KDPHJ$T]%W(YDCKS-[(FA[X],D;6*DZA0D;AO$AH$Q0O0`=:T'04XJ_\27<=4(:/L+I[QT3^IZ-OHM`XP*Q4+[+E!AOOT0&=I6,QP8U]&!`00\.SN6CU[2CVBS`B]=>NO3`B/;'^)$ MAM5](];58?0*N0U7RL!\;UMA-,O"%]F$I;'9CA2=B0,![6%`C$?8#N-,8,Q5 MOW:%*8=K0A:]C`U6U?XA?M-#"ZLON;^+Q]*Y@M1\,3L=C0:PGF7OBEB3+/<4$_8-Z`+>!+.4^>V$LGD#=N0R*U9VZJH%#2)Q;E[ MS"9B8=0%F;H:FFTR+51O36HT>X,#>N()`G^<:-/4BV#6O:UZ8&N8GY_IM:4* MZ]Q!)*B MW'4;$<>8[3)J=4GN=E!"`",(]"%[?IH)R]'>==FJNL.`I;5%*ZMR;=TM":3, M\%!*AM9T6C>M$I'-84I):UIKLI1/`C"-%>[*V+W6]_M^3`B;Y4_(]S]VCXU+ MF;ZU-D+0_L]J1%ATP2IK&UN+F4P2\@MR>VTDS?M&,Y2A((L0QZ",`C"]""'9 M@=8&H^D'*(Q.O/!V59L>=[3=Y#`Z&5U8Q:WKUWK0>@#R?V?:%0>.+IBYH-*W2KK9K:HG"C-J_>%^T63L6P`P- M[PGS=VY<\8LEUI+CHN1J:HHZ=W?-ULAMZ-1UM9([!9#;417JPMJTHI^7A,D% M6&^PD+)TMV0?H6P:^3U#5$A\G?44DI;E.S$IB58Z#YBWT)T_'JF6-J)='([8 M;RG9*UL!.0\)%:N2,<3TD-5OS*UEF*""C/Z080[#O`D,C[VN3HKK+QZ48Q/* MJI:9Z3K2\+9?YI$%;-J86+_*IIT&')&EP5IW,B$L\L6E'N)[8:2-S$DT`H7N M_00M!U8_*>JY?.ZBKA^?%G5Z;CH?\P+:L\]T;8^_&06>G]T`6SQ;!H(J=H><5TE/'\/LNJ&FP*.;N@9'+04/8T]DZ'[S6@ M;_;\GR8'*P&!"WM!PZ"40(Q@YJ3/R>QV%L67(E=405J%G?C*D=&:2LU/K774 M>>D*W^VA8M5_3UP19;$IJEG-EQ[:%=%9###'.+QZ>2!K@M&%O+=](HPEGC.+2J`^2*/].3-_C;4Y'6PUS- M_P"O;Q(M1Z$NEL;@`.')"T6VGK(B*KTXT+(Q/22%.<+TV@1!(E3?-4ZL]1HL M(7(8PX'%$&[$:K'[SMZ#!*B]K3!BP+<%Y(3 M$PMFC5^R6(D(@^T+`P_H_P`?GA9?J4CT6Y>Z<74CTC$Y9#D$7LVR`=%+XF3) MXF>VKI0F=8^]QT"!@$YIPFFA-)]P6D/'KY?8"(&!F'1I5BM,^FMD5+Y?ZLC^ M^FJ28:ZZ4KVZX3:DBK0+YN*'1.92:GFIRA#ZU-O\2#BSDJ2HPIDIY)QAH=#, M",OV0X#OS1XPDW$W)M85UY$'>L^FN55HDU.6RUFZ>)Q83J]R1M71`Z M)I5I,:\'/A'BGDQX4SR+V58K5(WMW8V%\"@;G!X4I(%7A:L#BA0JDA+>C>'-2>!2 M$O02O=CWZ:UZX$'I9P_,*/\`,USEQM8,KLSLBLXA%&=17J:Z'"6.T=C#J.I' MV91=@92`/_T*V,[/,V=(24FT,M"83OW9Q(@X'#\5?=M2>-9+Y!U]^5[:B?M^ MR9`\,%=5VW0E>C6+RQ&.R@+"$PP.C6E,FFAQ1_\`[K80I"P:(T/]W`Z*AQ// MCYY=F4R\BO`\^O:NO)I)BG6=RY?('2$R&L(S%I#IVTY.1&HLO<6N72R02(U\ M0I5*YM,5?1A(M;$`8MZ#&Z0Z%?\`F7L&.N/ALM#J:R^46)K,G=QUM<#(1LS$I;G$E3(XJ\/)TEG[@(@6@G+-Q5@4DIP!]DWU&5Z>FO3V ML"9G6?;!]T^$CAKD2LH"OC=CO]B_P%:\-BD2&TI1I:=,2A0K#F=`D"9H4UA;P.GK7QVNO9G2G45*GM+V56GCYXR,J.'N*9(N*0/% MUP:.DE;<601NPA5I+`L9@D#@8$C>_42S0MZWZ_*'R_P^="VSTOWS2[O;K0_C MKSA2NGUXCZ-]0+6\EA=G!EHOIDG+9'+050I\8[G9FN%Z9ECPNA$KA M)!JL>O>G:)/%L>M%[,&$-I0K?B#[7B?)E;P"VF&U9%S.571M!IX_)7TNVHH" MO1L(VA-(V(IN3*@EF[C*<#D%R;P%Z]@>_4K?[V@LYO6.QF256=#;AK(5ZQF; MRMDCKU"4[%IT9`(GQW`6F5OR#]\9D7CH?9-5G"`>/00^UL`O]`0]>*1XYLMR MC[E->!I8X/H[`#0Z17)JR;5#C'8U6A2E[BDL/=29.J"BI\P]D*^B3B#QCT>: M4$24K>Q>@"D=8DM48?FCY^O,6TC+7!'M MR3-DGF:\X9Q3.%">G]TI,$#6]BV`89A':$YECD5=G0OBN/M310C$!I@;&P0I M,YR5^9I(R(WR51UC:EJ)K`]M@'A<8FVE4*%2=2(K8]A+%_1Z#HET"Y;BD96Q MUAX?GQ:&/,4?NUD30BMD3*^-\AD#B:T@:8-(4DE9W2-S]A)=#QJ42)8C`E1& MG:`+81C!L.$STURU(I2S_1_#S#N,,DLB,=;9.JBB-.<%YD;$\6S(ELQB@$1Q MRQ@B3X4B]\-QVL]N5KQB]R6:4)2,.@C5/\F6K[;_`"WQZN+6YR4-22!.5NJ"`*$B=N*V!S5[")4^E)%I1$>4)U*] M2068)8#U&/06ETU&H7$ZOA337M?_`,JXB8R)7EKKW;0D8E,4W(O:?US2XM"$ M]4D0.Q#@Y&_/"RS3`Z4['Z#%^W8;/P&`P&`P&`P&`P&`P&`P&`P&!&'L&V)A M25%.MAP72(R1H[`H^+D$+634U3*+)%;@MBTM6";_Z<(="T&$6%Y*$X*_NAXK4284Z2U0Z3 MNJVB7IF5HC+:JB5=RR72T+HO=7IF?G5T:E<;,)5L#BA97I.H).(V2#:=68G# M94A\FL":&U1(VRIY_(H:`^RU*25HGNO42-?'Z:1R==:"X#4YRM+(4;Y%"H8X M@$UJ4A)QYWSSI!(B!Q6$SMT9(SI6#:U?H]S`SD%!4G!&$)YNMCT`&A>SH)% M8#`8#`8#`8#`8#`8#`8#`8#`8#`JPE-*=%,LX[/G-7P]2AF]@6`]S6@9%H-) M;;T[HGY,INN&J2J7Y_/<)BQ+54]@KNV`;34_S%24X_.%02B333@!\6QA\B#E M+Y!(GUQFS/"03)$G10)-(*"T[JZKD5]=!*WTUAJ^CZP9W&8]##JT^$&P6CI*"14L47-$S2:_:8F><+42!:2S.Z)_9VE];!FFMKTVH7=O,.3*$AQB%R2E+$@ MS4BLHE4E-$0<'8BS0`,!O?H+6MZWK`[/`J_8.CNG5K/5\_3%5E+8";8/4\#G MQ:!.:T/[TY5?;-PPF#%,C84YO2M*2V,,'0+7,Y+\\]A,F(C9IFC!!UL7KO?M;UZ[^7`M+-BD6/\`:]]&V`[VAB,' M[UG;C/:,'KT&,7MIM^HQZ_;O]N\#\'1&**=!THC$>/T#>M@T!_1Q.+#]-&1J/CUK1>M>VS-PM:]T+8BM:UM/OTT6 M+>]A_P!6]_)@?;^&HY[GYO\`0#)\WV6`G9'T4A]QLH!_SD!7NO<;![L"C7O- M!]/30_WOV_+@?DJ,1L@XI21'F0E0GV$1"@II0%'$B!_L;*-`0$PO8/\`1Z;U MZ8'+&T-1J\#F8UMYCD7\A;B-$F&N+T$.P!T!6(K:@.@@WO6O07R:WZ8'`41& M**U@G%5&(\IF:FU,@4:'H]"0A2DHS]&: M]D>CDQ9023-##\F_:#OUU^W`X(8G%0;`($:CX!%B]LO869N#LL?KK?M@WI-K M8!>H=?+KY?DP.Q3-38B,4FHVU`D-6B]I88E1ITYBP7[V_:4C*+`(\7J+?RCW MO]N_]>!^$+,SM8S3&UJ;6XP_T]^8A0I4@SO06Q:]\).46(S][?K\OK\N!SS" MRSBQE&E@-*,`(LPLP(1EF%CUL(RQ@%K81@&'?IO6]>F]8'0-L0B;.JVN:8O' M6I:+0M"6-K*VH56]"]?:UM0F3%';T+U^7Y?EP,CP&`P&`P/R$`0>OLA"'VA; M$+V0ZU[0M_M$+T_:+?\`KP/U@,!@,!@,!@,!@,!@,!@,!@,!@,!@=*_1V/2E MOVT2=B9I&TB5(5PFQ^;$3NW"6M:PAQ;5>T3@0H3;5-R],6>09[/MDG%A&#>A M!UO08DKI^I'!Q^F%]6URN>/>2@[Z55PB,J7'WLY3D))J;\^.;!J?>3!(F+*= M!>UZN!980G^\T'6M!`RU[WI.LGN80Z\N78(QI4LFKA+`7%0VPZ91:7$.,8NM MX`]2P]NB"L=>KZAJRKI(_/10D[I]%1E:2-*<>:M$D"'>P6[>=IQ)YDPO//\` M`H4%QM9U:-RB9,L":XQ9262(%+(X6@C?7%H2)I.*=I6Y$E2:+VM/?4#FW""< M,K:H*()H.%*TX[[5[=:FK-SVN5GKEVW"!Q99M8M5+7)S4K%7SEJ-^<*E#D\* MU`S!^HQGJCC-[V(T>Q!1GW)Y[N,N&W:4T9S3!D/3M^,;HX%RB#4^L88=3-<2 ML_Y5X+=N%,W+X\WR8"C0?GC2S(WU^`,.P*DZ;?H+`\RE_>;[RI=$JUP3NCV_ MFR)+!_T$#Y5AK/%E"(C]@25=M6"EG%EN*K0/D&H0&L8!B_>"07\FM!7FLN*_ MIQ9M.ZL#J;KJ;@E-ZU1&9(9)>JN@%YKLQ2:7(VIX;!A)L1&0D)7IU>P"$F`2 M(L.]^QL.\"\EAA20\]S&7KT#M_A2K1HO3WBLOUV/07J\5^4SFWM!W,K)!_$U']*-;2 M:\2#FBZ4K?'K'$VHRP[<))7SBWN#G#KA@R8SVO5WC+@XE)P:#M:6C,%HK`LI MP&`P&`P&`P&`P&`P&`P/D<,191IA90SS`%C&`D`BPC.$$(A!*`,X1901&"UZ M:V(00ZWOY=ZU@5%PN7=TSV?RF1.6IU4R>']0DLJ2IIZPPIO:,14+2)BABRQK3KUT'YL0+T# MP@7-YKHG7)!3%R:5@DHP'C:?9UO6!"'@Z]^EO(]M!A M4.@\9E]H/JYLL+HU,R./+OCSMIF1H^NNI@&M$HO/EEFGUE."5<&XOG^C9#,S MSE1P1F#`4?[02M%@_M:D4DKZ4[UZ]AYJ3?\`PS%9%C)NG8&8'7KO MYLMB_1+5/W3207M;T+2%V;SM:_V#0;UK>@L(H3S/752AC>R]H\\1.Q*Z1G*# M#>B>-XLZIGZ,:7#&8ZR"Q.6GI>^RD25288)0XKX6]R`\6]C%IJUK]@>A^@[D MHV^ZJBUH\Y3J#6+4DD3&J(U)*[7(%D=,WLX0UZ$1*#1>VAX0K3!@7(5)1"U& MJ]LM046:$8=!N3`8#`8#`8#`HO\`[1#S5^;>7W3+IWQ5 MQ#/G&(4I$7)SA/1'2,'=#$$GMB2H#36^3TS2$H;S`J&"`,*D(T4EE2$P*MT5 M@-;FPTM,4I5J0\S+6U-C&W)6AF;TC4UH2_=HT#>0!.E3E[WL0M%E%^FO:&/> MQ#%OU&,6]B%O8M[WL.?@=.I4Z132BU>]^FD_2?/QF]B]KV?_`+HQT/RZ#^]O M7[W^C`],9NO9-,#_`*ACU_Z!;U@?C`PB=U[&K%0-:9]"Z-[O&7=-)H--HJ[K M8M8=;R]O%HQKFE<39H,(?8?*FLW6A%J4IH=&!ULLX!I(AEB"]+Q<>3*;3V9- MO$W9;XW+^A`,;D[4)>I*!)'V+K&$1=+I0_I'-H1@*:8OT9`6O6E,A9DF@(WA MOT)X;"P)P+4R$+[YA]T07L8"$Q`#E:HPE&F4'E!Y"+ M(F5T]:VJ@Z-[`<6YZGS2PEOT[ M6)_I%<=H1#>%"V@*3["*'_E+#Z!$'Q6W8VUEY&_'[;Z%22;$II<**FWLY0+ M1:97#>HX>\U.D)7['O6@%%3.1L1PPC]-%G)]>OIL/R!)OE9P4%VQ<\)6"'\] MJBH>7:87E&;U[9"RCOYW4L(@8?\`;"8017X`;UO]GL^F!.?`_NM[#O0@[WK> MMZWK>M^F];U\NMZWKY?7UP.LK"=W9Q[:CAT5R`K1(I8]+$JZZ^?7=R&S4WU2 MT(]`+4I9.F``UO@MV)V\(@,$Y2$:5%'^PF=0K6X9A0`]?O('6E1]LT3%K[IM M>OVQ/9S@QR:*2%*%LG-86''%'T=-JNL9@]Z:;'IS"G@`DRQ.(0RS`^[4IS#D MAZ<\T).X#`8#`8#`HO\`[2.C8O MU1-N+D4+OF<]$P"JDEWO\&K^J'.2!W5*YV0L*.9MKV!\MK1'C MY%)69`UI[(95C&>6\1X9FG-L'K83B]#+."6$IL!@1-K5! M8G#YB0E;$QJU68G3E&F`#?\`1_255](THUWW2;JOGD&=RY.0F3(6M0WR&^D''G]'# M9?/XTCZJ?+%B?.D#@WF-K=,6%>F&`+>ZC;SU^ MP^B/2@7H'`M/P/R+?LA%OTV+TUO?LA]/:WZ:]?37KO6O7?\`VZP*O(_Y;N;) MH^B5<6H65/Q-8S:/J32'U&Y$-IBAQ>6YG((&J4+6HA M>D+1!VHV9[K6QX%HN`P&`P(ZW/T[6E(S6I:O?02*3VU>JJ9$U/5D':T[O,YB MCKAC3R2PGU*2XN#,RMT?A;.M3&+E:U:F*T:L3D%[,4*"2AAG5/V[$;PA)4^A M)(O*&]L?6I6TR:/JT^]'D`T;HK1I M6QDC+,$&KP=>TQOL0SA4U=)$W0FJ`_K-IF8^+.P8POJ#4Y*KDU]13$!0V$Q> M3,3-I!H!&@6:]V(SW>RO0>PE!@,"$,^\@O.M?7(\4BN5SZ32B&N+2SVB\0"N M93.8C3SN_-$5D3*V68]1U"M,8E:R.39J[;45*V2J2J]I^IW/A\RR2XDY?RI_K>,T-.G3ES_P#Q7O?OP31*QI32_G`D M@64QR*$@`N$N]$^PV^V=E42_/-T(XV_NTFC/.ILD;+NLY@C[DY5A7\MB+:4[ M2:O#I<25\WEMBQ]&>7IP98\6[KFU2:!*L`0J&$G8:[XN\B_,_>2RY6&D'&P6 MF><_2=GBUOU9<-7S6G+3@RB3(ECE$G-\@D]:6A]1LTM0-JDU":,L)@M)S`FE ME##[.PX#AY,.2&R_$O/2VTD7/*B>:#]'D MV!Q%RLM"B5KC2U1Q2),H5F%(DBE>L-` MF*&<,M(A1E'*EJH82]Z+**`,PP>]!"'8MZU@5P$>5GE<2JJ&QS1W;%Y!=/.- MM]2P.*S&E)S$Y2KJZCBG$^R-.S`_-Z%Q8)4SIF[WI+:L`23==4TY:*\45P&3H8F6WO>7_$0^0:0\ISFR2*4;VBCC`H]`#)='KY MX2/VT`M8'@Z:VMN8VMN9F=&2W-34C3M[!S\!@87,5'S1PJA5O?L_-N@*&4>U[7L^S[FT(X9Z^W_ZGIH/ M[?\`1@>H-3KT4J-?ZCS=?^@P6L#X8#`P.QH0IG+`E3LDD<8'/8J_LD_J:S6/ M>@2*K+8ARS3M!;!83?7UVJ8GW(^Y/E2]#P5N,,,2P6^JU5`8["9T'OMB/\`X<>5.B'QB&8(0SX^ M[H3A;WLS>!/+`8#`8#`8#`8#`8#`8'BOZQZ.4]Y=AR^Z@+]N'/'-4@F]&LKX_LBY1%+\Z9T5H0TZUUFTH;E,5C2O7KI/%V@U0G]GZ8/V(,'P/T$0@ M"",._001:$'?^H0=^NM_^;>L#SE]/0!YYJN*RX]#"C6Y(0>FZFYY-3Z$46A4 MLDK33APB[:('R`,@EM,FME%A^4IO]'J>$.R M(E:9SAM!SEU5)H72'530:;HIDB\_>E2>)\_=+!+&84E;G!JD:Q)#94KWL(5+ M"ZHE2C8OH@]HF`P&`P&`P*+_[N4* M^*4` M*4D"".J")]931OX+CW:U*A.E!+&3:J2?2$I/6O# MBJ;O;+3G!:+X38#/ZNB_D\_FA7-A5Z&;>6;M*XH81.(%+(R=-:FG*N'*H?/H MFD>F=(?)8Q)TS6IVC/1@.]][K8?3VMZUL*W[-#8_DTF_E`U'N%NZZFZ(N[@F MYN3N=K1Z&HA51-&QSG^"+WF20^!-4SECP0[O]G]56]*].;F0J;T9;2Q%)4^] M_P#=:LU:&S_'YS]=3'<_1O4$PK:UJ_K]M\/W%/(J9@EU?2]EEDDOB`50J-LZ M-,4).:OXI?EM6O:*;!MMJ>)\?7RYE)E3ZC@Z67MS@I"WI%1VF9S.G>J>BD$+?FAR_BV*5[9%HO;K"TC MK%TI*MX;WI[C*`EX&U^YVO3#<]$'$@5!-*"%>O@A\;484<> MO)=(T(1.3]4+.4K0K$*(3^M:E2QN1*A"4`2X%Y_BGBUV1J;^1%SD3',XAR9) M>NECQQ/#YLSR2-*&FN"H#&TU@ND&ALK(22&(53(;!)//94`DJ)*(\*Q2E3A) M4A&:%>?BQY)N!=WIY'KFF2GHFF8=KRB6UT!`X%+X/((33_3533.N+*K=MEFR MY1"6Y?*BVESEA+@V&IG324`TQ8SDIGME&A#6%&U+Y!$':]1N,HC5V$7>D\K/ M:.9YK-O;ZF8DTM/$*OY%5CFVE-*.$QI*:H5M$B1*#`(TJ MM,X&Z#2L1Y$Z(/\`"IV3<#A"^VE7D'2K.H:DHUJ>)'T\"V6RK9CT_#9S7C17 M58JW8D\2XP5T>'1B417YTH5+"7)X4'H=AP[2K+R+SF9,=ITO7/2J+HYU_PN M4$H]/:L@@EC1F5!ZSU!E]J4=?;]QPP6ES0]]8,LE<;1-Z(C/)'0G%=XQSGA1+HAS`WU3:',$@KEO M5R"W(2*R%BLQ?'Y0(?T(99852]I<"%ZL#FE"\CCIJ;P]7)WV3T!V=4EUJO'? MRTCL!;8$MDTPX_CI@=[,6TY"'YPD2QHD=_P!]`<0^N.D85"I,4:?[S0E"@:D M*R_(32MA1+R3P7K#QWQFYJS[L6RQEKVYX*[5A-WGG/MNHT)%'-ASI(7U2RF5 MFRHV.NI*M2+9<4YI53..)B2G%EJ](SQA$]CXNZI2^5])T]5-)2RM)M,?)]>Y M-U\ZN]&@(A+A!-'ZC"8?$_7[Q#"?()W),?&/Y+V^^K M=F-'3*XV%]YI+CLVEK0%>W4115(S._H$QT&^VDGYE??)'7WE=ZW/GL(1,<&KN]JCB2YE10NF M+&7E-*83HX>W7.IK8PA`.,NDY`44E3N8]E'F[,!H.RQG: M$%)7CJH_KVOG/Q'R*QZL[&9'T7(/E$J?LMPGL&0$K" M&5*3'F]**'(RPDBWL16T^MG&AV(.LYWISLAQ8O&/(KKIOJQ]L&">*+RC5?=, MAL:L+ED$N8;7LETFVJUADZ>W]B7NVI=,VU"4!H2J3A*%1.TX"=;"80$0?:FZ M;\D\4K#G*!4%!.I*QG[)_AV[>J!"VK([:T!AT9[1;K!/.B<5^.?(^CYFK;K>+UN[<6>-".4Q!V> M,W=&[9=^W(JXP770DCJZ+C+2V,EDS9$R#DD_>4A!25X) M&!V;6G4'E9CKQ$[HB=$O=^TE-N>0VE@,!@,!@,!@,!@,#_-.\Q?02[IGRC=7RL:PU5% M:.?6GDBM4XS-&$-K+3!!BJR34GL_T81O5W29_P#?"#\HRT*<(M[]T'T"N#`8 M#`U;;2G:-GAJO6]ZVEN*GE.MZUK>];(L!D-UO6A?N[WKV?\`3\F!ZHE?_P`4 MI_\`\@[_`'@L#CX#`8$W/#O9IU3^0:WJ2-5?-X=U]0Z:Y6A",8])B[PYJ=H_ M`)DH1$^ON@.M>T:7%`BWZ^SO`]5F`P&`P&`P&`P&`P&!7-Y9^@ MY+S1X^>C["@*_;=:3]%FNG:@6%&"+5(K9OB3,E-P!W1>QO0Q*8W(IN2Z>FOV M%HA;W\FMX'EF@L(8:TA,/KJ,$[(CD#C#'$&0&][$/;='FXAL3GG#WZB-5*PI MO?'#W^\8:,0M^N][W@95@,"!WD)J11.:7)LR.M@W&<<_N*NQ&]&E*]XMD,", M1?,+9AY0`ZV-1MTAX1+TY7R^TO:T_IKUP($>'V2[?KIZN),4?.QLU><\Q1.N M]YLP#LSU\W2*$Q9U(^7>A%*HMX%A&`P&`P&!1?\`VX_[]#_+M8&_O!]_TCO'W_RUP3_<*,"U+`8# M`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8# M`_R*M2!PFKS.IVZB,.=[!MBY;`=CC-[,-.O^S6!R M?@?_Q;U@=8H>V-)Z_.WME2^FO7 M?SEV;T_IK]GKOWR@'I@:`OF;1(^&-B=OE<87N!=@UTJ+0(7]J7+1@22MN4'# M"B2+#51@"2R]B'L(?D#KUWZ8'K@4"]M0#HKY%?&W*$NA>^4]!6=6RO8=;_I&:R>6;Q*6)S=A_\`T?I2-H%' MIOY/>)@;_P!&![5L!@,!@,!@,!@,!@,"A#S^.HQT]Q+"/:'\SFG>]>+7,H/M M;+4I:UI>^+30$'!UK8!%E22'H%&O:^30R`[U\NM8%,V`P&`]`[UL(RRC"Q:V M`PHT&C"32QZV$PHTL7J$PHP&]A$'?R"#O>MX%.G"]"[YJ[S[5K=O)4@AKO`Z M]G%=C.*-+)U"W:1*CFQI3FFE`"M+B1J\QHT87L80Z1^R+>A?NZ"XO`8#`8%T MO@#=!!H/K^%>^V)-!._;E`VI_:ULM&@L2N:9N!046'U_HPFR&P7`[>O37[QF M]_Z=X%\>`P&`P&!1?_;C_OT/\NU@;^\'W_2.\??_`"UP3_<*,"U+`8#`8#`8 M#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`_P`S MZF_'[SX]1-S%83%83C-XW:%X0*:I`W!:#(U)Y57-TS^$/!29@89.U-[62(]B M]O1!0`@UH?[/EP-U)O'EQN1K7OJ8(=-Z]/03Y/+1>O7T]/\`:`X3<\L7K_I] M0[]<#(4?"G&J'V=E(/IZ#<**2;!Z>QL%3P<8@[U^S?M',AHM[_`/+O>]X&?M=4U2QB+,9:MK-G,*V' M91C57T0;C"MA^4(BQHV8D1>P[_9O6];U@9[@,!@,#->9F4R7^1[QO14CUV8W MW?;UK+M!]K?N&6L^7KC3'*S-!WK>BMO\V;$_KO\`=T8I#K]N]8'M3P&`P&`P M&`P&`P&`P*%?/XSC#2?&<]]V,26`=[582Z'Z^0I$@L^J[KIU(I.%OY`!')9Z MW$:WO]HC]:P*8_O M>QZ^S[7R^GK@?O`8#`8%U7@":31X%^UZ[UZ@WK_`$8%[V`P&`P&!1?_`&X_[]#_`"[6!O[P??\` M2.\??_+7!/\`<*,";TIZ>YK@S^YQ2;=#4;#I2R%:.>8U*;9@4>?V@G80CT:Y MLSL_I'%`5LL>M^T:6#7IO6\#-(Q:]739R3LT,LF`RYX60YCL1(TQB8QU_U MKU#JXE;]33Z2S*&06T*[FDQKE>!KL&)Q*;1J1R6".9@S0%MTR8F=S6.D87F& M$##HE<409O8!:UKY-X'-AMF5O8J1V<*^L"$SI`P.!S2^K8=*F*3)&5U3E!// M;790RKUI36U7&53$-/\[`])WY.I,:CVD27^ETI";LG9?[WM>GRX&`P3H*A M+2=-,E97?4-C/6TBAPTT02RH;+G/:!*=\W5+M((^]."K:1,H_HS#?8]@`_W= M[UOY,#;^!_-[T'6Q"WK6M:WO>][]-:UK]N][P([JNO>34*Q:W+>H.=T;@VN7 MT,XH55UUJG6('?:CYI]%+4QTF`>E]:UK7KO`^2):CWKTQ"U"N1'E*D:U&J*`>F5)5)`QDJ4RDD81EF`%L(@[UO6]ZW@:W57 MA2R!+8B]=;U7(D-0[*U;"Q78$43I:P]^`XTC^8B@YV`3"O?%IS!`^DMIO:"` M6]?)K?H&RTRE.L3D*TAY*I(J)*4I528T!Z=2G/`$T@\@\H0BS232Q:$$0=[" M(.];UOTP/O@,#$)Q8$#K&/J);9,VB-?15(>F3*I-.)*S1./IE*TW1"-.H>7Y M:@;B3E9XM`*`(S0C![]`ZWO`^_P#9]<#!(]TOSC+0OXXIT!24G!%&,,HE(H]: ML$>@QJ-#-"0&1/XFU^4A9F(1X]`TK4>[3['O6O;]=X',A/0]`66XF-%<7G3U M@.Q348^FMD)LR%RMQ*8R31D'/!B)A>UZD#44<4(`E&PZ)"(.];%ZZW@=)KJS MEW;:X/.ND:#VSM+\EBSJ[:N*O/HUMDZT"LQ'''!?_$7S5&_*RV\\12,P85!@ M2#-A!O0!>@?%HZTY5?QJ2V'IGGU[&C;'1Z5EM%S5RY#2L[(`!CT[*0HY&<(A ML9RS`B5'B]"DX1:V8(.MZP,O@%Y4I:ZI0BJVX:MLI:D0@=%:2`6#$IBI3-AJ MC:0MR4)XZ[N)I*$:H.RM'"UHO9FO9UOU^3`V,KTC*,"(WW81>["+6Q>FMZP.=@,!@,!@,!@,!@,!@,# MQ;=85@?SMY%.OZD4$&)8Y_A?*]0MO,\ M17F%"$E5W1=SA&K=N+3>?Z>[VNA5<1:%HC]ZWZ@$^G%;^4(M:#U,X#`8#`8# M`8#`8#`8$`O*+SC(>K.">D:=A)'O[-40DF?T^`(`B-'MZWHE0/_1O>L#R@US/F>U:_A=EQ_1@&>=QEHE",@X.RU+?MV2%J M%;0M*%[(R'%E7;-1J2A:T(I00,`M:V'>L#,\!@,!@,!@,#!;.L%MJ>NIM9;N M4:J10B-N<@T@3@]ZK>%Z,CT9H^WD!]1J721O1B=`E*#K8S5*D``ZWL6M8'K6 M\9G-[WR7PCS11DN#K5A1ZO")+;`]>QO9MQV8Z.5G6Z/W@-B]^6"QI@Y@+'O> M][)`#_LT$[,!@,!@,"B_^W'_`'Z'^7:P-_>#[_I'>/O_`):X)_N%&!3G=;7> M[O\`XD/J%'S.EIY;9PO$[4PU:2V6E2\IE4-#TG`-3M/%$B8>D.K!/BHA@:AN M@#6S1XBM*0;*WK`S3HVT;UYT[Y[1YXX-A?-$0G];>-#E!VYQ1O\`#*F@$N4J MGGJI#!P\^1^XWUHT>%N?(TL<$$$8WL:QE12UY0Z]SLG11.@Z"+>5R_N@77CV MD(ST').-W7I.H_(`Z(+JZ;JZGT$HCW6W.5L:AD/Y>GR)='4-9/+)4*-,O#(5 MK4A:G:6$IT@@?1:LQ4D$'/ZJ\KW2]-]UTQ3T+Z3IB>Q3^OSX\.8;2BL-AL<: M(DV0/INF'MXM1JEJB;"6SMXL%^E;8"3QQZB3F..QIA-2-SH:H7JC"-A+WP9% MI1S7S:DD[*`4+S9]D`.TD,T2(`ALE8A.%[:80!E'>\]KU%K>A:'K>_7UU@5; M6DAX@?.C?*-:_C9L>A(5>L*\7/3_`!_6-$XNA9/'((, M:OWD&&T-<8CK\Z>VXR*0%*U.U!H?H@U6&?>,5@%*NA7F/(FEF?\`FMU_PW/C M:3V^CKHB2H]@,;%#Q_`Y4AV`*G6SOFFM^O[GI@1GY?,F>_ M#3_ADOH02D57:\K-&AMT2,0MM(`@Z3Z`U`BY3[KU(TT?S(VB]W\X_HM/>D/_ M`.O[G`O2_P`/OJ;[XGMW4IT?_!G]?;N35*:'O6VO^4G\^Y-I+J/>S_P_\.?Q MS]/?-O<_T'L^ON_W?3`IU\%'`#YU=S=XZ^CU]C1*NH#PWUMVU9,425_'UBBW M[(DLMMB1,G\'2*<'+T3-$:N*(1A-7-J9(Z;?4HBR3-IP>HMALQK\E'DM3^+" M\?(Z=T'$9,Y0.W;8Y79J^3T%`"XK%0J.NX54A=CXYNG+GN&\O)%05FO*FQHAQST[&ZIJ:ZE[3'6QZFD? ME%41>=O<.E9L-:(_$7>75D].NR%*M&@1#&D<$H%!/OP#--"E3QM5C8MM]^^9 M>!M41I"<2(=67]%&.`QEZ<` M`+-,2F`-!O>!NBEO*1V9,>FJ+3O[FF4,]W^6GL[@:3\QDQ"*$*JHH^A*Z`ZQ M.P$;R6UCL#^8D.5(0R*1.#BM6-#BVNVRBT28G2(T`:ZA'??D=D'B4Z]\E[IU M?%OIZA&WK"NH+5K;0%6`87B55AT,R1V`VE*I*KO$_T%!BG&CZ/(02)9V8X5^U M6Q6+^(B->](JL),@4J&[W(Q25.:<1ZO0BP#">$T>E/*MT!6_DIJBDX!>=35>)+4RR))[5CE0"8C]W?9$.!- M'^-LA"^-Q%>!M1K350=(7M];C/9,%Z%B#S=T9Y0>E^1_!MU'4RC:-E[Q\55E MU_Q;-%DY:FV0FP2K9/:44@%/]!/\6*='EH@FHX=X= M;LWDB4+)-$7)MGT^RU!8UO>-%EAV12=X,[A&'"P*IOR#S MXLSNS%M*@&V"2'Z5@"K3D7R)=I1[B;Q$5NQ]'D[G/?K-Y`I]*^B; MB=:F;2XY=T!52U_JRI54XG$/>HHC;9A9\2GIC*3K@U,= M[9)RMAWZ^F!U'+`F5IY>/'>VJ!*Z#EG M%4J;N=Q5@04"0.?S!SX\NXG_YSL;ZH:6JU="^DU"_>T)+TL]A'L!2H(1A MYP_'4M)BJG_"T2JPB8Y+&!T*ZMA%-1^@"@QR_H]-93/GMED$JOQ:O.D:F?\` M/3&A4F&KTC4&/Z;Q_.#EABLKU3C"Z#_#XU_7TX7>6E;*XK&I,?`/.+V#,H:- MU;D3B"-R7<<;HF3(&PHT!A)"\J.RES2$G>SO992P[0-ZV+>\#07A!KFLY)X) M[XGKQ$HDZ2FNY9Y+%4/E9S,.(B5!`A[3FD^ MZ$(.]EE""$!*93.FO''_`(7I=S$4F_KM:Z^VECQD+"CW.#>:=V/;8^F2YB)O M_P"\QTT4W`:_XD^=>J$!8M>WZ#W@6:^7^_KIK^\*,\H]2L=M2&BO&+TF"MYX M9%S88LI^>TC9.B:D[-?C2BY@&;N<]C$U7-\30%_0IR!N51]HPAZI8C M+8S/HI&9W"WQNDT/FD17G024?KK1CO-HZTI76.A'H0=2QA;`;V`LTX6!YY(1-8O8\0 MCL\A3J6]Q25M9#NR.("S"##$QVQ`,3+4AP0*6YU;E)9B9:D."`](K),)-"$P ML0=!E&`P&`P&`P,!L"52-A2QV-UW%C;#NFU)0VUG1-8)3/=J["M21!-TR-9Y MVO7Z.BK$G)-=I"YC]$[0PH52LT00EZ]0]>_C_P"0&;ASEBN:#2/)Y6XGA;DYFQ"0-!*1'K>P)PX$S\!@,! M@,!@,!@,!@,!@>-+N/FQ3PEV-(X\D;Q(>8.RIM*[6YZ>2R0E,5?7^_[5RN]> MVB6\M\2SJ.65Q_`8#`8#`8%%_]N/^_0_R[6!O[P??]([Q]_\`+7!/]PHP+!D] M+TZEL!1;"6J*U36FK*&F5641!8N3/U*FM8'727G^AIF^O4HF%)U'*Y/)&Y`SR*126MX:^OK^TM2I$O:VMZ=W1E5. M#JW-JUM3')R#S#"B34Y8P!T(L.]!J^31/A^0/4&YBF4:Y5?)'%SOXQK7GN4, MU1N;W'U"(M>]?Q7!JH=TQZ]K.2%%*E?S]`@`(&@FF^\UZ#%@?F3Q?AQTN@Z+ M3*.FR(U14%57< M?)5R2JRF>`QE3;RAB;DZV8*TT'"G1&SXUF:#"C7(84JO:9+L`CMA+V'>!D3; M1E),T"754ST]5K36#F:(YRKAKK^)M\#7GB5DN`CED12-),?4G;7IBS_:&G$+ MWQ81^OM!UO09F@B,4:XPGA+9&8\W0U(TA84D20,K:CC"5C`G^:`94S"G2EM1 M#2!+_1:3A*T3HO\`=]GT^3`UZPQGG_GYL;8K&(_3M),TXDB9F9XVPM4*K9LE M\O=]>X2M38SMY#*D?Y&Z!U[!9!19JH_6O301?LP,.9S./8._K>3F`?-8HYOE'4XLIJ./$/VJ>))4=;'PII&*?O]7QJ%M3@Y2IC9G,EZ3N7.M%.)$D;X^TR(A=4<`5DOS5$RTA<5;'HM1' MS`.C?&2T!`6\D_1A:())>B0@T`/H')5\T\XN$@.EB^@*372I1(XK,%$F655! M5,@/ET%0":X1*3GDYA&XFR*&M@]IFI<(S:EN(WLM.,L'R8&?.,`@;Q+6*>N\ M)B3I.HNB7-L9FCC'&9;+(ZW.8BQN2!BD2E&:\-")Q&6'9Y2WK?IK M`PTKGJ@25TZFT,* M,8292>I4&&#<`I]*Q&#$+9F][WO8=K->>:!LAW32"Q:-IZ?/Z)A*BR-\FE9P MN4NZ2,$.!3L1&TSD^,BY:0PDNI`%($8!Z3A4`"9H'MZUO`RB75A6M@14$%GE M>PB;0@L*$)<.ET489)%2PMF@!;0`CSR@6M`0M^BPZ(UHGT*]G7L^GIK`PECY MEYOC`G4<;Y]I&/#?8R9"GP;'5$#:1O$-./3*C8DZB;V%.)PC!RE&28)`=[:0 M0R@"V7ZAUO05B M4:,"H%)269H1%ONSPG#T/:K1OM:%OU_;O`^$>H2C(C$7Z`12EZGC$#E6S-R> M$1VNH@RQ&1[.!HH[;]&VUG3,SOLXK6@C^<$F>T'7IOUU@?:OZ,I.ICU"FK*= MJRM%*M']'*E%?U_$H:ORX'XW0 M]';A;G6VZ:JG^73TYJGIY@/\O(C_``4[O"U5MSC3S2! MFF&_OB%L7RX&93R.>,BQ*>L"==@<3P5Q ML&"6"[K9IU!R-$4Y/\3F2Y9O9TBZ$YJ;!FIT:V M!&DN`59P6?0VS8XGED#D"*1L)ZA2A-4I='IU;8ZH3!$.3!(&E<2E=XW)6A2` M1*UM7D)ER0X.P&E`%KTP,OP&`P&!@Y M):=GO@0^NT$4C91A>P-R/7[[@\+C$K,T)M"/6JB2@[W@>A?Q@^,=^Y[>U'6/ M6&XW)NP)?&E$;C$6CRKZ23J2SR2G)B1S*8:*)&[GD% MHD026M.#2D+K?[RCQL@@061I@[71:=PI]3$.#2Y)_Z5*L(`+>A@V,`@\>UZ5-=W M!=B-],];*=/,4?G8+)1'829K+9JNO9.<(>F6,6(8G]6BG^B@IP:`M959A+7( M#@#5,AQNA&(TX?401`%L(PB"+7[0BUL(M?\`;K?IO6!^]!"'8A M;_9H.M[WOTUZ_LU_JUK`_M`T[=G?\_6U+RFK.CU=L#P-AOGLHQO+]- M!OG`8#`8#`8%%_\`;C_OT/\`+M8&_O!]_P!([Q]_\M<$_P!PHP+4L!@>7#SL MU3(T%H)_(112`IQZ=\6D+Y4Z@9FUH^;;D4OH19;G2C!T373C[KVG#4;?X*5\ M_/\`:UH`DK6J++W[1HM;#2\!&ICG^(RJ.Z+!)106R+?\/]K]%6,AFAA!JJN# MI!<,B.AT'E(T)A1HP5#4L=:&1=\W&$!IK4L/*WZ&B%L.EYA\OG5]G2SK!B-Z M*A=A1^.^%N?]W5E8+3#ZZ;FC^?==SR?1(` M^,=S*Z[>.D.CVGR:N=E.LNJCG-WLNK6J)U3M\JT-2S.%0\D%4OKS"?HHR6(6 MM6L*6*-F(5AAI16R@A@_BK\HO;?1EN>/0-Z]$Q:5Q?L;C'N:RYZR!K*L8O&( M)->:NC)57$%FT?4QMM:Y"-09%X^,3NG5N0FU2`(A%IR!%^]P/0_X]I^^6CQ[ M3,ZDG55>=LOCZW2<3ETY54,9J]@EG'H)Q)FOW[+#H^K6-+(.,EH@LRH!0@[, M6-QI@P%C&(`0JN\T;+%2NU?!%*E+6PDRK7DD8&$J0J$K>6_?0)T'>U8V`IS-D:'[K:GW>_9]OV<#5_#W)>A>BK([>>:#B;C%$8C*HUV9*J=GW35WVR_C?E0;`K; MFUMK=,**(#T"(M6]O+.S*CC##TQV@W5XJ_(I1E[O[7R+3E+SRMHM$:)FUT5A M)9;($YM!(+UG<7*LVD%M^Z;T*V-7/,[8K%?)%I2@YR/=`/)JA0H"M*5E! M"[[`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8%4G8OB&YMZ MGE;OS](L)IJ65<"^0!@6$:W[\E#S#)K$2!W MK_:T2]U(YV`QJ@_ZA%J!:W_HP.Q9(1UM,5@&V!>//N>0+S3/=E;E=/,U(LVA M;WZ!$J?[UFU=(TI/K^T?LF>FOE]-_LP)CU3XE?(K=1Z4VVI)3/#\%/'OZ031 MUQ)Z>Z(-2Z]G8B$&]((S0\&7GAWL(58SYD`@7[WS3G6,YF,/OUIBM<-\9F5PR:*S1,G>W1BM[G.H(G/'R;/,0(^D` M*6>XJQ>8LG2R)B.$N#MM6I'5)H:98,#>&QU'D!J1NGRBNWJ'VJS/3%*D$-G2 MU8PQHUC@#V[R9+%&@+\M0R]4IT$.9>DCF2:9['NU04P:7=_(4 M[`Z?9JRBS;"9+3;YJ`/B28GH97IL4+E!&M%-JDX`;$F'D/K5JA2U^21FS(LL>*YL*?UT\S:NP%QZ7,\,K8 MVSR'N+IULUAZ>P2E\5UI:4T-SLG=E)!)^]!)+(/4$AP%OD(C2.Y7.'(HI(YA M"%D&5&UN&$1PU]L.T+.B,\O>+61&8BR$/XP*$C`AHIU$20L(;U)RA,+V##@' M%Z`'/6>0V&+GQ!$XO6%I"?'65R6+)UY*%`TPM[`/YP$/OA!9'@,!@,!@,!@,# M";%K>O[>A$FK.U(5%[&KR9M9[)+83-6)MDL6D;2I]G9R!X9'=.K;UZ80@!%H M)A8O9&$(@^@@ZWH//O=O@GE4'/4O/C_Z!*A4=]X(U-S)U"7)K1J!K+$8,?T7 M6EMMJPR[:K:2@;T$E(M',6Y-K]TA(27H)>@KGF?-7D2J8P9%F>/VVI(G(&,L M4JYEGM5]`Q9;HL6P[4H6<^35O:Y)!FM>T$!\9`;Z;]/3>\#5_L7K[7N=<->0 MO:WV="^9?U+KGT/Y1[+U_P`<)DTS?*+7^U\Z]C_3Z^GRX&TX3S+Y%;;-+(K3 M@&T8HE4#"7J6]06#5U!1=!HS6O14M86V16?;2@@OVO419$:V9OTWKY-X%C=) M>"5\FAR5Y\@=]EV,P[V$U3S'S61)*KI!PT$S0]MMD62O7ZNNWFH8=>R8D+/B MC2J#ZA4-YQ>]@V%N5Y5XNJ_GB'UERHYQSFU;&9G5,8J1+$(0T[KF.$_QJT)@ M1!Z@#8B3(#ZW?V\Y0B=R$?S)40B4FJ4JA.K**/"$9X[U[T.TG'(W;GFP6Z5/ M,O/6N\+GH7-<%&I3V?$ZDL*&U;+V5N(876+5JV*%4^0NB@/NI#$32SB`)][5 M#0AH>0=E]E'IH3.UTKN@K6@C1!9E43,]N#36(8/>O03`U MQ]'('-[HYX=PQF10EF3+/=.R^3%QI<]R1(6RDJ'0;C%42(102G36AAIMT[MZ M#;)D^DHJ2CTQB+=-GEF9&F,-]B:FTK8T5\V-2S,%I6K&L4;T]R%M8662$F"U MM)I`J,!^\6<0K+#H%':M_P`Z8R7%OK^+;A!\6JRQ`NT,.NN/S%T:IAT.V5O_ M``^D^FX2Q'1N21!"289)$"@I2#199H!#`0:9L@,P;N_K%6F4^HW6!6@658\; MB\DC!L'N=LE%8I%D^INN;"BLO5.T22L!/O_EK@G^X48%J6`P,-W7E?[DKQ,MP M:'[E\B9BXY()5N,LO\2/L>*T()3"\OFT/THZ,Q81;T%*>:,C6M[]`X'4JZQH_V?=BV' MT]-[U@8JT-6J;?3YFH4C$:86(>]BP(L=H>-#G_LZ#496LQB=>):UH2V@(%GRJ`*2]^[T'=\@>-OF+CNMT M%>0NO(@_IVB?V'8<74/T4;G!%6:VRSR3)#%*;12`V2N=9UX$E,$!32E<#@B& M8>:<:<:H-&()/1KGN@X8Y,CQ#Z/J"*.T:2.;?&W2-5I#&)QCZ!ZVK$\HF1WH7MB]0SJ(0V'U]'&N'0&*1N$1%B*-3LL5B#$U MQJ-M!!Z@Y6<2UL;,E1-C>4$)@@[$$.]!C,.J"IZ[?I;*8#6#A.KPM6;V>,?JL6J3]_TJ@X8PV/@,!@,!@,!@,!@,!@,!@, M!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,#`CZMK58D-0+H##W%">\R:1& M(W..M3DF$^S1K>&27NWN%Z506%?*&60N"->9K6A*TBY02;[19Q@1!C:?GZCD MJED6IZF@)2R-[9-L*P,8:OG;4*-R'"8>A>T2LUHX.] M#UH6!J#IHJKZHBTINIUYE!=;EI=%Y=-CXTWU4FE!6JD0N[K"96L=+,E4,2N; MK#U)XTC&0D5'NFE3C[M*5[)APM!&^8V#P]5#DY4R;RT@*98Z\P&NE[-':FA> MH*GW?R:V35Z!`C3JB6Q:W,^HB_M[D`DC?_$JC4*()^Q*"P!)Z.4'R9:R&12T MKGVH7(J42PMW=G)S@$,5+9([QQ[V^L;Z`/4B6'TS6IJP:XYS^%Q4/\GE*A<4;M'L9*H^239Y7# M,!O0A*G989O>Q*3MC#KVOEKFUC=T;^RT34[2^-RID7('AM@D<1.:-9&QL!C` MI3K4S>6H*.9SXJVF)Q:%K91J$D8?0981:#?>`P&`P&`P&`P&`P&`P&`P&`P- M=VY*)5!ZKLB9P2%K+'FL3@LJD<2K]N/"G7S61LK(M<6:+(CA_NEJGUP3EIB_ M].Q&:UKY?3`K\0=I72^-L;>XK#(J_MSM>5[\\L@7E$R;-FL!@,YD%?NS4 M]NBX\FHT#Q/HL7$UZ:1(U))CN6M"!>EV206H#=%%]8JIK+8C5]N(X_7ML2!B M?!%PU*2[J5#Y(65^G11PFQ42H=V1C1DQ:`+CC$2E>J5;E(=5ZMP<#4S.F]T26B;P+G928'0_>G^R;HK9NR24Y90;PP&`P&`P&`P&`P M&`P&`P&`P&`P&!\CR2E))R<\&C"3RC"3B]^OH84:#8#`;UK>M^@P"WK`PM'6 M=>-KPSR!NA$60/4>9@QYA<4;&WIE+*R!/6*`-K5LE.`*!*`UP4;"$K0?3YP; MK7R&#T(/VGK>ODCU'I(F@\33R")-*IAB[X3'FHMVCS*N]OYXULS@%+I6VH5. MC!Z&64,(1:,,UZ?T@_:#-L!@,"B_^W'_`'Z'^7:P-_>#[_I'>/O_`):X)_N% M&!:E@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@, M!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@, M!@,"B_\`MQ_WZ'^7:P-_>#[_`*1WC[_Y:X)_N%&!%?I2"]Y5!W?)^OGZZ71G MXK@UGTS/`HVJ>+5#:3SQ'N;[1KVT>8D%"DJ2_P".+CN[J62QER8%1:528L4F M(@%+"%*).B-"4?&_7M3NUL2RE+4NT#IV?:U@S]RF-4@625U@57RZMH+7LM?^ M5ZNDHT`*^=)/SM3\]C"B5E-2@2AS=G)>[&!]33R48:Z[H\L2WE2\KEI"`T\V MV4[\R\$3'R)7@X269+H!8M`6V(0(B" M1Z-$K$-*$0ZJN:T>[?,R:R"M"S8CRK`N$./.TJ(BM\V<^>XLP,KESM#XI:S MAY4+H\7\FE+K:#P=SE`Y%316WA7;#Y/CH*T2`3;+VHTI&R,RA`WJ%[GHW6U! M0`:"(,1J[SI6E;%5\P.K/R_$&&Y.CZ"[&ZN#"Y!9LL3P^)T7R0J?&%&=_$Y] M8H7:02"\Y0PC^@5*9N^C$K&>4YC&IT,M*:&NT_F$BSM=%D==0>MKI>VI%X%V MKR(1^L)%T>X-%-*HLQ7&[DR"!+Z<3UT[LL;OI(_(7)N%.4JUP(5M29.GTD"6 M,1@0S%5Y_IE&J@[/LZ7\>:.=N;.6.&^K81#(#;2R6BDT.[=:&4]I;K%?U5:L M88654BQZ"LD;FA1NJ,MG)//!KU)_I`LSX%[1L[K6;]@Q.;5[74>8^6KP246R MV/5\UD)TIUU>]-Q*OXS.K:A$/Y*HKGQ@CBT3@5%*C=&UQ_ MF$(I]4N@ZYQ M\W#Q%;!?VZ;4"RMM=5-VIS%X\KU>V2Q7!YDS!T;?<(3O,RD<';3X8VM\FJ>G MYXXIF,9IYJ5S?4OSAQ3E$:)*1J@["KO-LYV%=U4TTMYJ2,IMB>2[K[QO.+\G MMPUS`R2#E2'MWKD\?1;TQW`XS*;1.[:\8:?SN%=Z>&F*Q>17L&&73<$+%/Z_:5REG?58U290>N2C3BV(6CM:U[.!A=&=5^1#QY4YPWS MYV+7X^E^B.S^HKYJVL4\QOAM_CFGH(0QK)M2L;N.SVJ'S=IL]W;$*)06_/"= M2H4)41A?NA.)Q&RQAFEL><.6T.JZ/':_.D:;$/`J/@9D[F2QZSW*0.3+97<; MBC1*8_0J@,(2-T[9*.;W5$O7+'3;7M_V>8E2A3"(^<&AS/\`$F6A9E/\%UM8 M=.V+9U9S/^M]SO$OI^J)]*:]D;G%)J^.3?)XP:XQE]CXEC?($1("QDJ3?=:% MH(O4&]>UH.S,ZV_JEIH#-6*I.A(S9O<7<,)X`K/G#I*\YO.(U6LBC$\LYK_K M`/"UZFENIHFTR6O"MO"ULBRY2G?2RF@LLTLP2A64'";/.*]25EYC0PGF)'+; M,O#N?H/QXS**"MPV.,,$O:B"G86Y0T2977+D;)JODZ="G7F'F(T3BVHE>PZ3 MJSR!%F!@_4/FXZ.Y7.Z5BTXXTJ]1/^.N3^;>J[[1HNE'D]D$DNB;MD#E%9U^ M>GI)0:]R*,NRPXQ$Y*3$[*L[+C+5,&Z9S&53N-P%)'U=(QA:V^_Z9N"QE\'10!WI'J*]>8)&!L=G9RCDI<:7>&],"?1W4D88O)F5E ME+.\I5.FYT1DKV\[WI)NQ>QH8@I6Y&ZIZ#HOKJB^5?)9&.D*_O:P;]LEWI'M M>O+1D=@\;>0ILDK78+I`:K?F3Z=_@:N#B8Y*$`XPS)4Q>VY0R(`C`@`::6H# M9$O\Q,[Z,AW>7,R^H'&@K*C'B;Z9[,B,LA-N&NBGF+O2Q"F-&8@4!)6)3P:#E\@>7>T6^EN/*.CU+VGUE:D`X/\` M&C<73D@;M63.K?EP^NVJ+,[K((F4PPB7HGQ[K>)"53B2KY*ZM9+FGT)&E-VJ M]X<6$LZ%\L5E])S#N"I:FY[BKGTGR6V722@Y/FEFN-57>\RV!SX^*500_P"Y MO#$D-,K>\HQM(^HI:S+G!M:A+2T"L&MC2+5H7'U\[RU_@4(?9_$28!.WJ(QM MVFD$3OZ.5)X5+7)G1+)'$B90W$IF^1E1QX..1A7D%@)6:)]Z`.@CUK`HTZ75 M/35_B&/&:VHI3-@1Z68TPMK8T/*."J7@Z(M+P2BC!R8AN/:"=B9O=DE&F$["6G/*'R3<6M$ MWCG3UZ)%ME73241AT=D$WLX-JQJ-6C5TDN>9=>^0E>F=3RT->4=7U+2:+FE- M!H&PIS?4S2RG(4/ODQQP70\0=*\RWU5Y$7YLM>06BW4U'JQ8I"KGHIE_,P39 M.ZWCEDUG-9F9/VYKE#SNVJZDB"1(G8TK93D2M$+6PF@.)*":>`P&`P&`P&`P M&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P*+_ M`.W'_?H?Y=K`W]X/O^D=X^_^6N"?[A1@3ZL6FXA:DBJM]F0WA>FJ&;:L>-Q@ M"XLJ*.-/E: M"=6+>Q(]&9"1:A\]MVV6UL/DJDZ"QNV[\K^N*MN2S6&.>X`>FE5@P6JVI"L] M\J/0E>JHY,F(/5J##`[/IOQT2<\P=?)6@"D/N1)G%+[]26F5DE*U0#0RVO^'Z#J[IF2]9 M0=F?V&U)33$,Y\7)4DA5EP1%45>')U$)A[)!2P@8&5)&U!`AIC4Y8#]>^,"( M8@"]G0,J9LB[F+IE*&75CT6PP%PJ<%TU/)3HE,GRJW-S+?5%=3(DQ,Z1 M><11-(""W!"2[MRTQK7`]\B,3C&9L8:0??%)Q@]T2Q\[!@LE9H"U]"M?5[PX M,T]E)4]L#HQKD!DL_F[9UA+7!?+9]+W*4#`N5G.*HX)XR""MATF(*)`$->H_ M$*K,B,?BG(D_M^LF"9=M6MVUTBMCEN-0[)F%H6I6LCBCR[1%MMZ&S^G79$ZR M9S2+%C2](24*`*?YPU[3J@Z]H-L5;XOW>Q:EBC=W9;U@7-===KN@8/5EVLWJ6YZ-7&$/>E"12I%@2!\<_,/5/,YMKLUU M=%6)<-.O".!!I6"W$53SE9-:OC<*6FV6L/DM(U[74,U$Y7MS:`M[4`A:8D.; MU*@1X-J]DA#8,X\;/-DN<^BUS*7855-O7C2\M7442J6;K8A"KP,DC`HBDDD, MKBVTSBUM$VDD75FH')^8@-#RXDCT)2I-.+*-`']8O&CR9$I?Q1,8=$91%%/C MWB$S@O++.SSV5#C\(C5AQE-#IHA=V]T2J^WV#/!\@=;LK7I620LB5/*:K)7T53L:6Q&LKLD4#*/TV+9 MU$V)6`(!`$4@6*DB56L3*%B8D\`:V9?#]Q7%[X0='1Z.V>W6`Q=16#V3'&I+ M<$Z_@)AOZVF-$PVK*6B!J'<<8(*L=$W%Z3I&_P`NHY9&YDX1YIB\ MCE:)(U25T6LJ(OYA)#'IE1%HC2W`*DD*;V@E@`(8Q"#NKVY`ISHRSN;K=LI/ M*CYGRA8+C9]-'L4IU:Q^H^ATLQ=('&YY';+0-$0 MF3M"339G$3#CXN[+'-B&G*SCYB2\TIF.*S!I-Y4NV:=(ULY(Y[(?I1XO:QUJUPG]G MV0X'J#U%@R26J759\Z^D-F)@%*QDD%%$@)+*#B]">*3D/IZ9]'3FVV6PG1YZ MNJ:`4?=9+19,E8&N0UG64H:IC#X^WM[8>05'Q()"U:/&I1[*5'Z4'@,,$69L M.!BT[\.W&5D*N@'*5(K>4//3#CRV\VJ^-UQ3-D=E[YQH4V)>?'QB5-"U'J-. MD+1-8"A&HPE?/=C$="3M++9]* M9\,VS;*TW[F+JUK)%U0G*^+)?1"YIM.8ODXDM?I MP/#TM3MI"9[D:[;>:E`0-!I0(97H?Z':#9L,\2O(-'QS^CT!?SA8K.-4J3?:,-&(8A"V&I)=R7SW/+Z@?3\M MKPIYOFKV)WC%?6,;))BG=8E'9`F/22%C9D"*0IF-,U2!.H&%>1\UV6MUO^FT M/>M>@91".?J?KJPI[;<6A:4FT[.3M3?.+'>G1^ELY?&-@$>8P13^*I:Z/CXV MPEA/5G&H6-&>G:$9Z@TTE,`PTP0@Z&1Z\B:1*4B.CC%,54C6+7H11HE3DK&3LT[9:-"6F#5_'/!//_#; M=.$M*(I8H=+&35.U2Z53J2FRB3ND'SN2JJY\8/$$&>JP[)>':+4!#6=P_Y:G?_`-W#`?B, M4K\'N]_RU.__`+N&`_$8I7X/=[_EJ=__`'<,!^(Q2OP>[W_+4[_^[A@/Q&*5 M^#W>_P"6IW_]W#`?B,4K\'N]_P`M3O\`^[A@/Q&*5^#W>_Y:G?\`]W#`?B,4 MK\'N]_RU._\`[N&`_$8I7X/=[_EJ=_\`W<,!^(Q2OP>[W_+4[_\`NX8#\1BE M?@]WO^6IW_\`=PP'XC%*_![O?\M3O_[N&`_$8I7X/=[_`):G?_W<,!^(Q2OP M>[W_`"U._P#[N&`_$8I7X/=[_EJ=_P#W<,!^(Q2OP>[W_+4[_P#NX8#\1BE? M@]WO^6IW_P#=PP'XC%*_![O?\M3O_P"[A@/Q&*5^#W>_Y:G?_P!W#`?B,4K\ M'N]_RU.__NX8#\1BE?@]WO\`EJ=__=PP'XC%*_![O?\`+4[_`/NX8#\1BE?@ M]WO^6IW_`/=PP'XC%*_![O?\M3O_`.[A@/Q&*5^#W>_Y:G?_`-W#`?B,4K\' MN]_RU.__`+N&`_$8I7X/=[_EJ=__`'<,!^(Q2OP>[W_+4[_^[A@/Q&*5^#W> M_P"6IW_]W#`?B,4K\'N]_P`M3O\`^[A@/Q&*5^#W>_Y:G?\`]W#`?B,4K\'N M]_RU._\`[N&`_$8I7X/=[_EJ=_\`W<,!^(Q2OP>[W_+4[_\`NX8#\1BE?@]W MO^6IW_\`=PP'XC%*_![O?\M3O_[N&`_$8I7X/=[_`):G?_W<,!^(Q2OP>[W_ M`"U._P#[N&`_$8I7X/=[_EJ=_P#W<,!^(Q2OP>[W_+4[_P#NX8#\1BE?@]WO M^6IW_P#=PP'XC%*_![O?\M3O_P"[A@/Q&*5^#W>_Y:G?_P!W#`?B,4K\'N]_ MRU.__NX8#\1BE?@]WO\`EJ=__=PP'XC%*_![O?\`+4[_`/NX8#\1BE?@]WO^ M6IW_`/=PP'XC%*_![O?\M3O_`.[A@/Q&*5^#W>_Y:G?_`-W#`?B,4K\'N]_R MU.__`+N&`_$8I7X/=[_EJ=__`'<,!^(Q2OP>[W_+4[_^[A@/Q&*5^#W>_P"6 MIW_]W#`?B,4K\'N]_P`M3O\`^[A@/Q&*5^#W>_Y:G?\`]W#`?B,4K\'N]_RU M._\`[N&`_$8I7X/=[_EJ=_\`W<,!^(Q2OP>[W_+4[_\`NX8#\1BE?@]WO^6I MW_\`=PP'XC%*_![O?\M3O_[N&`_$8I7X/=[_`):G?_W<,!^(Q2OP>[W_`"U. M_P#[N&`_$8I7X/=[_EJ=_P#W<,!^(Q2OP>[W_+4[_P#NX8#\1BE?@]WO^6IW M_P#=PP'XC%*_![O?\M3O_P"[A@/Q&*5^#W>_Y:G?_P!W#`?B,4K\'N]_RU._ M_NX8#\1BE?@]WO\`EJ=__=PP'XC%*_![O?\`+4[_`/NX8#\1BE?@]WO^6IW_ M`/=PP'XC%*_![O?\M3O_`.[A@/Q&*5^#W>_Y:G?_`-W#`?B,4K\'N]_RU.__ M`+N&`_$8I7X/=[_EJ=__`'<,!^(Q2OP>[W_+4[_^[A@/Q&*5^#W>_P"6IW_] MW#`?B,4K\'N]_P`M3O\`^[A@/Q&*5^#W>_Y:G?\`]W#`?B,4K\'N]_RU._\` M[N&!37_75JW^N/\`Q#_+;K[YE^,K_,/YI_4:[!^G?H?\!_\`EA]$?PW_`"5^ ;GOXX^G_^-_ASYO\`Q!_#G_?OS+Z'_P"-P/_9 ` end GRAPHIC 39 g129874g55i65.jpg GRAPHIC begin 644 g129874g55i65.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-GFAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC"UD969A M=6QT(B\^"B`@("`\+W)D9CI!;'0^"B`@(#PO>&UP4FEG:'1S.E5S86=E5&5R M;7,^"B`@(#Q)<'1C-'AM<$-O'1A9'(](B(*("`@($EP=&,T>&UP0V]R93I# M:4%D&UP0V]R93I#:4%D&UP0V]R M93I#:4%D&UP0V]R93I#:51E;%=O&UP0V]R93I#:45M86EL5V]R:STB(@H@("`@27!T8S1X;7!# M;W)E.D-I57)L5V]R:STB(B\^"B`@/"]R9&8Z1&5S8W)I<'1I;VX^"B`\+W)D M9CI21$8^"CPO>#IX;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_ M>'!A8VME="!E;F0](G+LG^M3T'_XV9;@10P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P& M`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P& M`P&`P&`P&`P&`P&`P&`P&!++_P`#_P#Y)O\`Y].!_'>7_7B[)_K4]!_^-F6X M$4,!@,!@,!@,!@,!@7S>"SBFB^Y7OR`0>X*F9[,D]/\``ESW[0XW2PI;7"9K MNV&K(VSP8E^>F:>PB-"ARURD>ON`7@T"0L(`F&*""@F;V&HKDY:BG'/2](^/ MJ^N:$#C?K3=U:ZZ`MF2R"T&=OF$2LURB9:"NZD:8Y/6N,N=:-;6Y*!E30"59P@DA1DHP_4A+7S5\?QE**$RQEE9,O2.+$1&@A1B6+ENU`"_EJ-F[,$/`](%#^#_D6/^<`SFBZ MXL^V?POT$9N2<6IVRPJ?SPB_QEX[J"Z8X.[5MN,\U53).D*Q\@%5\YTJ.=V];T)K5F@%C M2=F;'5')DH+UA)#Z:QMRL\2,>UPG92/VEEZ5'[++$$0_'TT<'==>0/G;FQSX MD9&J#=&]$UK&)$G6W3T">*N8,*L8ZRS2)UFM;K/:G@_](K71O+T0XR$UV7(V MXY*C#Z>TT6!,/B?E+@3ISS6`\>$NY"86*KX-?OD#KJ2JHW;]_IEDVK^GHW,7 M&C#5+F[6TZN;'-X@\5JKTYK$9I"!X2.?M,2`,)"9@1M[,XEH;G#@CD>Z[7I= M#S?W1;703WIOYN2S.=RR#W;QCMI/5QV_G-N=Y[,7Z";4RHLEH2;02).2\HS1 M+""=:$$TL++>E_#/Q-#/([Y$FYGKJ0P_BCQF\-0_JV3U#$+%FBZP+OF\IJE' M-(W72^QIT]3!XBT=D,DTMTXN:$L)R)M3!*(+`>=I24%"O-Z*SKWJ&E M6#F6#S+HJET4AMVFIM:1,:@-#'2-:DM5DDK+9$TLU2->K;%2#Z62EF".;""% M1JA,J$,`R@D?Y8/'+->&(7&GF4\YU@@AUEVJM64)V%RY:DKLOF.X*;^PO)K7 M#_IY7,IFZQZR$@TZ=>`Y2>6-T1!/^7\_Z4U6H"C+`8#`8#`8#`8#`8#`8%V/ M(WBH<>C."W7M6(06Z.FA1/H1\JR[*HYE?X7_`!H\]56Q0^-2A/;[C7+W'91* MK34RTUY6@0H$`&U(F3LYHCE0_J##6T-0>/CQTL7D*[=EG,M?6N"$5H3JWBH# M:,\2I(^X21W;VJ6$<_154U./TR=J=9WMR_THJMFL76FJ(O>SW`,$<8PSR5IFM$G(D[W!Y"@ED4E"7Y2I6>> MF.&7HDY*>1_VS6]ZT$8O'#S96G9O>O.O+D^5S:+5_?=HH*^.=X<],@)?%4[W M]4)O<4Z][B[JS.QS=LD.C@#0$A4!V+8=D[]/0);]"JKY_=86J'^ATPKULG:JVVI([5/*UJ5=&ON?R#TBY42V#`7HPURPSRLO$#R7:_6_DDX!JWI*675TOSI"IS-^(I)`GF$-]6]0NE=QQ/(9M33 MZE,CLE7I[3B^U!B/6VIUV@7J6QQ%[DQ*;1@PIK"F`YI$^@%*"U1987 M%N'BYY;_)9SW+)B[4C<=G2OGNSJXL MHME6SJEKWB21U>4[81,(RB962?P>;1AG/<$"[[2SJD7M"G4$C&9H>@W347C* MI3H3Q173V!5$]LS78/.;;JV+$HET4Q9S@4KYK;)XM@$PLN#_`$4<;96B<84K M3B7.Q*E8I3I$:?>]"'M45HH/[ZZ\9=)\R>++F'L='.;1DW0ENWK+J)M>&N"J M)H*PKJ5PIG>9%)&=C1HXZHE#N[QO:=.R+]J',!1;LG6["'8`%`P-"=%^-"74 M/X[N0N]B98EE;9?LYL*N;;04R3-S3-Z8BTK.3"&IP=8%G5*^%?F>W4OB82!6]9IM^2BI+M[`H.&'T&$?N4/#U%NI>5?);-:M76W M?/2G%MZU92%'QJAUL;=JYZ).M2UG&MD,P(;U40=Y"CCK6V-"A^^I*=`)3&WT M&<:F)+-/T&C.6.+N2>@>\^0^"54BO$4IL*:'U/TS9T=DT3;XNR6;L]]"H.4.,.4[<=:QN.)]J5O]@O M.=I&50\R>LWA=>',4'D%\UGJPX*F/I>'F0.7R.V:H;4J(QP+>68YL;^0N".D')SZH+<^^.?.EK&CR(RP*L?V6IK(J;Z)EK1A>D*. MD6%TGD/F$Q>$A#L>0I9E;>C$,TKYH@^W`HDP&!-/QW0KQJR7@J$<366X2I+94'ZLHD,X>7N/ MJ41C5#+QADI<(W>E!@>$(5J0Q^J9<-O0KC1Z&(#B:I*]@OIQ8&7>6[@^E>"9 M+Q['*@?K/D_ZQW%-+=929;9#Y%7(4?=+?%(PBA#$1&(=%PFML?`P:WI:H$,U M3L[>OEEZ!K8@D_\`^C!YBC?CUX$[ND$2['L9BZ2)Z*?^DDE6S6M6Q@Y^KSG. MP$\*?)TVN;Y1DC2+A28E06-O;G9<@^G:B5=%VS7%[&\W+H@KLODRGX`XQT,2L*84NXQ:0RVS7ZW;$YN?^;K-H>=7@V`1C1491&)=-AP'B/*FP3UO91: M_8/9\P.F[Q\8=*<3WK+)"&46?9G!4JY=@G0/+%XMLEBC5*+O77)&@D59&2W, M<`51<#QJPDCF-[:R4(5J*)M"E?[PFB(+-",?C=\?S?V@+J&U+,F[S6_,W$U` M27HGH"411J1/<]>6II3.`HI6%<-SH.3VL'Q2])YJ[%6*W5=$U$2G4 M7&G;@E)CV=8A7`6&G@$7M/\`2F!:?Y7?%]RSXXK?Z#J,MJ[#<(W$8U!&R@^B MI<_5V=75C7;*ZZAULN%>/4/;Z;CRY4TL\4?%252X,[^H$WN(D7U180*-Z`&( M7GXT^9.+>DN,^+.J91=KY=W1$'IN8WY/:N?(0QPOFQ9?SZ:S0V*1J%R&&2)T MMQRKY+LI=(U!SPQ$.)8_IV_2<6OJ=AWUE^$=?QW$O(QEM5\(7'"^=8 M4R4]IM9)7TW;]HML7EL$$U2"5M\D:JQ@S;6>.*>L>@^':287R_H=).CNG4%$7/"%K]"74^NXG,':!,U=`&19='>NHZIL-T@GWFGW)IA==N"*>1=`WA?7=N))?$);48$85(-"]X0B# M7_C0F5B^+V\O(FQRI*K<:1N"N&-[IY+M*?(2J"F1LGAJV]UR0L8W0B._QQ-Q M,?0#T7H@[;:\F#$'2+6Q!-GA+Q/<]]4<33>+>/J1QRGG&$ M.3-#8K*ZZ13@Z_/M;K63PXC10L;D'[FW*W%(B$A3FG;<4N]Z]H'.FF#D MKR66_!9[:_2MI<*=G,7+L#%2)K"OKFYHV_OS4B%/CF)MA4TD[KZL?I^OZN[PY3I*[;)L%PD5:HY)0 M]CWP>^,D=BZUI=JH;T6X7%)8U$)'I6O"G6)TRDQ0()?T@BC@K@["X2(X1?NH MJQZ(99\RVW"+X5U%SL@0R!F3L!&K]6 MOHS^0&Z_YJYU_`6`_5KZ,_D!NO\`FKG7\!8#]6OHS^0&Z_YJYU_`6`_5KZ,_ MD!NO^:N=?P%@/U:^C/Y`;K_FKG7\!8#]6OHS^0&Z_P":N=?P%@/U:^C/Y`;K M_FKG7\!8#]6OHS^0&Z_YJYU_`6`_5KZ,_D!NO^:N=?P%@/U:^C/Y`;K_`)JY MU_`6!8OP#>?4'!*#JY(Q<3679YW6O,=B\G3`^1Q*TF,J-UI:1"4J5KH^E:8L M:`V5"$@(VE4JA')R-`%K9`_?O>!O&R>VNG;UIWAZ"7YX^K!M"VN#U,80UMTT MJ:[A:+BF5?Q*7"E#'55DJRHBL:)+"6@@E(B0^\C3DA*2[-)5A.5+1J0Q[L?J M2Y.R[Z$FWC4GK5=/2S.A1">=_QZO\$J9^#'(5"'N=5Q7*Z-)F\$S?H+"@ M-@E3FK7@2A5FFD%@-`GV0&L8A>'2\2\;%G>-PGB*T5T0M.^V7HQYM0Z-6D5+ MT$^CC"RQEF0MK*7$-Q\,6)9V4(3DQ@#%1QIQ@]*0:^6$L(H4-7UW4]-7.6OW M)%V6"F7UY:,!+9=Q.QXF6E_C1KR2ULO?/N#?$EZ@]4RL\J4J$I(@Z)$K`5L[ M1A01E&!9CS3Y'?(U0MZ<*7?*^7K.ND[QVT?-Z)YTADKA%KLL<21Z;D3AG4NT ML&T,8W!Z=VN(3).SIOIS$)7T;"V!,"/1`]&AB=>=:7_`N3NF./=>/NXW"O.G M.BHWTA(I.D5W"PV%#9="WMJ?8BW0M];H#M`D0M2AKUH9RE&H5'?,V+1A8PEB M`&IZWS0L3B@BJ61N;0B3SE?IN(&>6:1OY.S3C]E[]X=3(>H.F M[%XM@O#UQ\(63:%?T7;KO97+]BNS!:[?2K4RV3TTQ2Y+$36R1UD\F%F M"VC6MWJ0:,H1>PZ1H@IPDI9WE5\@E@=PW!VBBX=?69)TO01',?3?.KK`+FE% M+W/308DWPA3'5Q8T+/,HTX#86L@9#BA=`K4BT(C2C-%&GIS0KTC`Y'6=@Q:8 MUEXRID:SLDD='][BES,]SVP5+&QPC,DC&H`O<6R-UUIO@0DDF--4EIDP'A4> M00+[D#Y0?0.SL>R.JI%R0@XBKGE6^:]Y\_CYUTF\QE[:;5L=8=9R:'.L&:"X MPK=HFT(X=#VICD#@+:).F-6KU:K1RY:J$0GT4$&?U:^C/Y`;K_FKG7\!8#]6 MOHS^0&Z_YJYU_`6`_5KZ,_D!NO\`FKG7\!8#]6OHS^0&Z_YJYU_`6`_5KZ,_ MD!NO^:N=?P%@/U:^C/Y`;K_FKG7\!8#]6OHS^0&Z_P":N=?P%@/U:^C/Y`;K M_FKG7\!8#]6OHS^0&Z_YJYU_`6`_5KZ,_D!NO^:N=?P%@/U:^C/Y`;K_`)JY MU_`6`_5KZ,_D!NO^:N=?P%@6E<3V;:7'CA15F5G4GD$H>_ZMF[X\65/J,A[J MHC?0%<*GYH=V*J9I"I$B9&Y(0W)TJY,MRP]_I-DIA7,(@MD+.HJ%,^OXA M*P@:E#JK?SAB-("25K83VBGD+K&#^5GICR,Q#Q[]QQJ+]2<\6+6TWJ!M@"/Z MIJMFVVUC9K`L9E?S6_:3[0]?8Q.XT9R<9YCRO4"$=HGVAP(&<92BH.)KSY3O M*'<<]Z6),Z1Z-#=E@2F45(W1]Q?XC&8J0"\+QE5Y61R1Y"+N,?^FMSV.5E9$,!'8E6_-DPO697 ME;E-QY\96Z3/CI*)*MEQ[8TN9A21M9REBQ3I":::6`H.FMKIGJ&3>/J0>/EK MK+M^YJR=;MKNUZ\4=)UR[/2WFB.5VQS!L#7E1N;2B>'%V_2\^7%A<%X]LC:E M2-GRD+.G$X*QZ#97,'1!U2^.B/\`$$ZYG[^;9*@\@,.[C<+.INOQ,2M,7#($ MV0)-7<;4/!);BV."],A&L"^#"9]&I&7K2(X)6]FAW3OW-;D^\W#!Y:I+PI?5 M61B/VG$+#+IBG:^DAC\[(81$&Z%DM3[+%\O>9VW-XAR!Q^C"%1M4<#2< M0!8%8?9<0N7HSK+I#H*'9?N/N*MK;5 MB%P&Q[=_I0J2]EZ4`*T/Y17N^6$+5Y7U*58_`W`/#362_(G<,@ MK*K6L:>^(/T3/6N>RR)DM$@-^WL(&%6SD%-JM<0ZZ`>`*SZ5XUTJ/K)[7,L,B]A+*^*@46;WPA"-VD*Z.1^O@(WG M[@B^A>R5YQ)A6B=#"H"T&MO)A.3/(CVIWYV"`-0,+F$"A5L9(QGA7CT5==YS/A'GC MQP45R7T7$N?Z5LV8WS-9A/(#*7"Q+LO&8)W)J*D[HTL,:*C\%BT-B[N M7)O=$C5T;UY.>G;OG;)6H@F6JV6>YR1?.(9'-KBRE[$\+2GS193PIV?ZFB-- M$FUZ@`$,F@7<-JR?F?R(\H=7\B]#6+6/7+LR3^FS:IY>A=4.M-W7#'12OAUJ MN^H[%FK_+@8HKMN=K+@B(TD*RMW&8OQYIKH2?\`<@*2@EG[W]<) M4H5!7EVFZ!Z777;8:#GKOR5VQ/+;DCY3A=KUR)-!J$IR;VO8MSRV"-@8^G>W MZ7OQLMF_R$*@P3>W(DAJX04NS%)?R`RSN>WI9U#Q9XV>8X/RCUK')5P?7-H5 M\^R>654X"CUB@L]_C,H5.K2E9TJERCXF)Q8!D%DG?4Z4D'!&(90R]A,"IO\` M5KZ,_D!NO^:N=?P%@/U:^C/Y`;K_`)JYU_`6!NF@:6F$,LA,\WCR1TC8==&Q M:?,R^/PR'2N(RU*^R%BAT_T=BQQ_B\5BT6+DK19`7)T6K?DEICP.RP"HPU5LD` M-!MCK_H*ANT;AXLM&UN)_(@./&=D3,QK17 M+JCC+J^*$DG+5!+^L3-B920`P\-*\3W%;7/?E)B7D2LOCN^E#,P7E9-[*JFJ M:J)&VI0ND],EJLB&QU0_-A"-DC+*IE>P%#V$\P"5,$O0/47O`&\NFNKYS8/! MUB<-57QMUI)$-L=JS+L=XMF_X2[.;U5QT@T%*@JZE8I'8VY$QEL.2$A&ZN@W M7W+C5"L(4105'J6&"=8WI/N@O&;X]>&6+F/L1'-.(G"Z%KI-I76CTJB<_)N. M5_I*%"V-Z("IV8$T#3@"@;]&Z4Z.3^[X)M;T7H-5^/"[>DN*]=-UK,N1[TM' MG'M&AI'SQT)!FB#S6+S`B/O*9>7';%KJ1*8B[MC?85T\#PKC_K&3O"CK=!>[[TY,N?6N,V&R4\WQY"VET+'( M^T%R]T=F8Z0HM/8QJ)0A0Z7;%Z(]>[8\#>WDSZJ8O(A?]]7R\\M>1EH9I_`6 M857<^NL(2CK>&7M%J434K%K/>Y*F2K78YJ0(493JK;VQL0G.2Q.04H4"(*UK M88?;O4ZWKGH+C7L/K'C+LA9??,<%J2%6Q&JQKY2&`=4&T`[FOE=R=SDLC:"7 M^EWN7Z$4WRK25KDRQ\+]3',OC2LU5;5IVB&E&Z-VKU5(4<_CTRA36_M+4TKB M61%"6EB&RHE;A(7TXI&K&,!0!:V$P.UZ2[N>>S*.ZRYLZ:XV[5FD(DG4]C]4 M\#VD"!K5MMP_'M:G*;QR*\4,'F^"QNY'NLU,2(964$DMYNAFG9<_, M4F.7OFEYRE8`QPR>)=Z\<-?>.L&VSSZU M=&1CU!XI^ MJ>`U/,?8J:S.C+TK*XVZT(I6CRDC,0(K-1']$1X]$8%!('43^C:S]''@,3A( M&:#6BS0@%L8/*?=DQ[_=.)5T+Y:Z^A6^6N.JI,]"S"@[^J'[Q;"'$\P=XV/Y(;SIFYH'RYUU$AUQS'57/ MCZWV=7;Z].+TOK$V0BW-$SLRHE.Q&2@4@$:I3G%Z&4H`(?SC?F^@`J4_5KZ, M_D!NO^:N=?P%@21_B9M[^+'[/_%58_W?]7#]#_M7Z$R;[E^EWZWOZ=?HK]!] ML^J_2;]!_P#OU]![/JOM/_&?+^G_`'3`_P!:GP??#Q&^/H.OAH/-,!`'6OR! M`!*<$L`?3X!"``=:UK\FM:],"U/`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8# M`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8# M`8#`8#`8#`8#`8#`8#`8#`8#`8%&7N%^O-[_`';]W_IS?;[O=^=[?_5U?D>W MU_+Z?)_,]/\`L?A^3`WWX/O[([Q]_P!6N"?O"C`M2P&`P&`P&`P&`P&`P&`P M&`P/B<>0E)-4*#BDZ<@`C3CSS`%$DE`UL0S#33!!`66`.O7>][UK6L#4[CT% M0K0HVD=KNJ)K5A_UDKC9,-1*`_L_$E2]%&:^'^C`^"7HSGQ<>!,BO:FEBDW? MH4G2V?"5!YF_R>@"B7P9@]^O[6L#;#>Y-SND(<&I>BFN.1F.-BQX?G]Z6IVUI9VEN(&I7.+BO5#+3)$:0@H0QC&+00AU\<#QK^1 MG_%/H8R]/E6^/:*L\M,;C5;8X7]82!2;&C%A`_DFFU_$BE"90^H?7W:+7+3$ MY0A!",HLTO>M["D^"H_-/Y62G:?.]W6PFIEO$K&^VU8MBF490,=;T^]C6I4[ MPG-C3,]$MY0A#&D)VL4;!K?KH6!T+]QIXGJA5B0],^1V9=)VN`SZ53$./ZK7 MV7&5ZC]SU\ENM:6"1IEBD(]?*$5K\[0]:]-;UK?H'YY(?'SRIS!S?SMTCSZJ MO*I9;;;^Z-:B@NF0QQHNE3$B$85C3;34SQPW3@Q11T'KV@"IT'Y@!E#!O>A; M]`KVI/NKLKG-T1NM+=,W+!CD`];3H4DX>'5C"#0?8)/^CT@/=632[6_P#GP/3YP/\`XK"<-+RQ0'OV!MC_`!<\29O'=M7-AJ%^:-:T!.!?*8.8 MI.3NZ8.M?,4J$!H5'KZ["G%ZX'M9J>VZVO2O8S:M131@L"OI@W@W-T;FYE0(3G-<[KEB9(UH6U M,1M4H<%:]0:6D3(2$H=F#-&,)82]>[>]:^.!RR3R#]>X@XHX.P%C]Q1@3->P MT&C"A>I>]Z]IA8M"#O\`9#OUU\,#[X#`8#`8#`8#`8#`8#`_-[]-;WOU]-:W MO?IK>]^G^C6O7>]X$>8QUCSG,6M[>8[;D36H8\WL3LZ_./5MJPMKE,K>('%W M!(V.J1"YNB.33J/KF1N,2DG!7/"4U$1LQ2#96!QI)UUS=#T1CA)K8CS,F3M, M^>UWUA#P!2TMU6.<::+',>T06P:UC4PE=,FO3DG6%D*$A2XHT8-%"]^!O)FD MK)(%+^D:%OUBF+/6XZ_%_3*B/H'D+6V/(D.QJ2"2U(@MKRF-V,G9A>OF^WW> M[0@Z#OL!@,!@,!@,!@,!@,!@,"B_^G'_`'Z'^7:P-_>#[^R.\??]6N"?O"C` MM2P&`P&`P&`P&`P&`P&`P/$[_BN.[I]''BK^#(*[+X]&9-#DMPW":@/4)3Y: MVK7MT9(1%CS21`T:PDKH\N5JR-^[1QY:?>_30/00>=KAWF[@J?R*DICU+W9` MJH:39XC,M&DWBMK362$YB;I`:!(SI)A'XTYQ32*5H4Y&E*@U4ETC(4F>HO4O MWX'HR[YX;_CWF+>^SSH#I#H#C]F`VDT#S%XZ*09'>FX%!"TX=,+=J8&3@<`; M7=,63KZIQ4H5R@/J(8MAU^9@1%15U*^6Z`M7HOE+C?FKC6+TFRA^NZ:ZFMJ+ M=(=3NI"X+I')GQQ6J"TK:V)/G"/.WH9YP24J0@.BP>H2RP: MUK6L"6MG>,?L.EN7T755KU!-8'"ULX<8EI@D42D[?)VAL:D1*A5.).E/:2T4 M7BBI<>%&D-7'$FK3_79)8P?G8%?G_/K?Q_;_`-'Q^._;K?Y?^3TP/5-_A<^\ M9I5O5!W%$B=U[K4O0+:_.T(8SSQG$1*U8NTJ9"J<6HL6_:E22:*-*L"X.O@, MU*G%K6MZ%ZA_H2X#`8#`8#`8#`8#`8#`8#`8&-,$QB2FMU2J1)C]`.TG4E&>WV&`V(/HVRN,O# MY)(RU/[0XR*'&-)4K9$:],H=(Z8^M^G5E`\H2C!*&X3JVBT>GT:$/S2OS@^N MOC@=_P"NM;T'UUZ[]=ZUZZUO>@[UH6]:_9UK>]>O_+@8>JL.#((M)YPNEK`A MAT*_2K]+I.MMX'UP&`P&`P&!^> MNOCKUUZZUZ[UZ_L;]?3>_P#1OTP-*6=7[7?,;CS`*2-RRLESR:+1`F>,*!I!B-WO9FPF8`81A",`@B"(.A!$'>A!$$6O70@[U\- MAWK\F\#^L!@,!@,!@,!@,!@,!OU]-^GY?V/7\GK^QZX%0$%\9,DA#>U;.N%A MXQ5[6":K$H2]93;T.965>Y2Y6XHJ2DK7+E:9UC&S-)VU^,/?& MP9"E8I*$&T[$\>#%;C//=3B=[1R*V^A'2YK1''&H:9I<*\F=$,'+MDT@T_.< M2W5!')_149*1+G39NE(WG7W$!1>RB""0FG1M;.E1U/!J^D$S<;)E$=8$".66 M.\HDS:\S^4Z(!M]F#JA2&')TBU\7^\X10!C"2'>BP[V$.L#;.`P&`P&`P&`P M&`P&`P&!1?\`TX_[]#_+M8&_O!]_9'>/O^K7!/WA1@6I8#`8#`8#`8#`8#`8 M#`8'E8\XWA\CO6O0C;VK;O64#YDH"MZ.8(-83Q*6!4\.H#(_*I0[I1LNP.*1 M-]0X%2L0``^4H-&83H("Q;%\`\PCZ[>"*C58FN.PCLSNE2GV>4L>Y!,6KG6* MGJ2S3"_?*-T4'T#89D!YU\8],0&NH MHEW*K0MN\[^OV3P:G8`UD"->)3,U(9>ACIP2T@!?2MY@-B<%&P@`6/>\"R>+ M]"UO:-:2%QI/@:D;2XE<;E4TWQ?RO_$L@DSYU?UFECQB65WY8$D=$RQRKB!Q M)M<@*##3#2Q"1F)T^C`;V-^#=']1U9R.CYEHRF=T:VQV[?(I>M%0< MR%M@Y-I@U*D?,//A)9I2AR-:(6J1DN)S+Z#6KSAK5&@&!)V,,6G$9>+;8K`[ MZZ8=*_YU*D-F-','"M,].$/R^#T_S]6J?0G"?E"1V!,.;4KM7%AJG61PWF5]CY;&S,5;0FNM;?. MANC&!/\`(C]<)K%=VDQBF%OS2U(T2S6 M#9<=$CRM&*P[^2\*=)2&3+)"?;K8I$K-FC6B5GV?:K/-HY#IM;_`#59 M#S'T\YB;*PC>RCV:HY&R)S0(&I<0VO:PZW\,#ML#`+,M6L*8B+C/[@L:"U7!6C0=NDRL:6L,)BS=[M"V#ZU^DB] MM:TPC/;OVZ&;K8MZ^&MX%?6_+CR[*AC*YYB/478&P&#*^Y\N]?FFIY$:5O6];]WI\<"(W2?^($J[DB4PJ(W]P;W[7#W8\= MD,L@S>_Q7FO3A((]$W)F:)"XZ0M/33L:U?;7&0(R]DK=ISQ_/UL`!!T+>@Q: M"?XGOQIR9:0CG33U51Y)NPA-=[(YXD#ZQ)-[%H.S%3E2[I;0""`;WZ[&,(=: M#KUWZ8%O7-?U>A3B]?AZ?#>!#^[*!ZPDDDOJ=0IO,.-Z?YKZ`HR5Q!).T4775V[Q9M? MBN296V/9LE<6@Y2HW('TAV,:R49Y`Y&`X_9WV\`<#K6JD>WH+)Y;&*_6R>.5 M8[2^VYK$%C#8-:'+F9\=H]&7.*M,E:9:R.I>J_?U9KBW&IVD`%R&0%&N'^Y6 M!7E!U2JFO)`@0'C:+4LMR=4T2$8V;=[%J0Q(=,OXB8&[I2G0@N(I`'MY/2K: MYDG^WVEFL)HR0_\`"G:!H.IGE+^0^VV>VH;+U4A:X%,HK>:1!%B[*JUP1O"F M4TTXQF(0F0+@,):Q9"W.PB='"^4!L^6A7^AA1&M&D@#))#6'D7EE?:@"UT=X M4XCH.T(P&2UC:$*:6DZ[D[3:#$SNSD)Z9G"8QZM;"0/T66QLAF/V\0YQ9E!" ME4,K>ERX+98H!>5%HV4ZI5R)T*8&<#BCMX&08#`8#`8#`8#`8#`8$*;`JQ_<.B[(GZ^L5,^K>3\K MQ>L5K:E'`W/]*9,@M.5O![`IBLUDC,U.J=O89%I4/3CHMO4D;-3^\P>_DB"$ MK]SM)^7*<*MZ33J#Q200^@(?!+"76'/8S`Z%4-L*=X(TLL;*22>2M[>Q%G12 M#D.*Y"K?B8\%Q"I;T9H$;VXFE!G\%\M5?V'"XB93-%=,=B3L^,L_Z:.?)](R M%;0R*;_;$WZ1H(WT/=;A4=*2&.D/?S@)EC?(G$`TX0C]PM_E#5/2'E6ZVYFK M@NX9_P"+F7QZNCYY75=$'RSL#G9'+OTAM69L\#AI:J,P$=GHDJ<^1/J<*H>W M$7TI.QF?G^P6L#3+-YZYVC5!U87C_P`FM;W@2RJCSC^/:PG5MC,_L.9\K3!W5%HF^.];UU(Z.0*U M9N]A+3(K+>R5M+.2@8_0(0)9,>(8MZ]NM^N!;8V.C8]MZ%X9G!"[M+FE(7-K MJV*R%[]8'/P&`P&`P&`P&`P*+ M_P"G'_?H?Y=K`W]X/O[([Q]_U:X)^\*,"U+`8#`8#`8#`8#`8#`8#`H=_P`0 M-P7TEWWR/#(%S.)"\RN!6F@GKS7SD_(XXEFK,EC[XV^Q.X.2A,W&.C.K7@/3 MD'C]IF_7V?NF@8'E=Y[_`,,]V@_C=9SURI:.:Z8A; MAJG9GDGU:>W.B9:W&!"78EYN*M.D7*S]'`&-$SZ_X-$'>O4'OUO`CC7_`'/U MC5-&G\X5M=TNA-/J)H.?_HY'#DCTY"S7Y)Y'*[M>`R2<*Y MDSL-AK%DL))^F3RN.MTF:'E+&9*A1?N"=0VD$;))UH(`ZUK7H%E_CT\;?ES[ ME8Y>P(YS:E#93+I6ZK7F4S>6+"""G*1O2Q:H M4?)&>!.`LE,5O1*9.6`L/KO6QB"8.`P&`P&`P&`P&`P&`P&`P*J_(14U\61/ M:R74TQS=8VL--7*7,7:"OJB,2Q,<=:W,<@;$=5R+/;Q,D*9T"N0U0IGUW3NKJX8S*4@DE.7M;;4O2=GU M7)(B^.4^<3)*CEK7#XAJ2IG-L;3F!>!Q3_/+"/0DX8P7)_(Q5B=Y;ZUI-ZD4 MA>[-O&E8):^S),^LC0DF1$:&U%G"1I=MSA^?HP'U M>T`;+E%F>0)2!\*@L8GR)$17B685^Y2VF*S/>9<>^R%^2.,3L!.VV=I`-C#8@:EKISD$, M3`L?IF*1.2!@I$XA*"4L3_%HI6SK(]:5DJ&\J0JCDH4Y>CBVT,FKR4]YK+>K M+=G$2]'6!5FJW&<#;(57C&A2Q-4#LJ+M[([*`*W)T4Q)$EC=6/1ZDD>EQ2IX M&,1NR?FIT@=))>U[LZSD#_7'C<;8;_%W'WAQBUA^0:U6M=(J$87EM4&MS]&^ M8X$UKV=QZKG["L*,*/="7!L@+2L*^6MW!!:[XQ+S![-.W5=<*6Y)2U%M.CQ;V0CB,>:]E!WK0SCA:V9L)[ M;-,$665L8ODD@"623Z[T426#0=`+)*UZ`*+`'7IH(=:UK6!XU?\`%`F;#TSP M*7O>_0VANI?A^QZEV!1`OC_S;^&!YOM;WK?KK>];_;UOTW_TX'5&LK>)[;)2 MDTL99@PJ"U;!-XPYN45G<>6$CT,E9'YK&U;7*&542/TV$:=67\=?'UP+]N#O M\0IUQRRO981UJ;(>SN>BC"$:F8FE-I?5];MGS=!,NI.-"KVH>])D^UI8`--<-L"@39L&6()D>4J1H MF22$PV+2">011%7T0#7Y(K;B%*#Z01*TD8!#2GA%MQ.[CG2U_C[3;5BQ$*%J MLIUD4^+KAX3DN\7CB2@".=W*%Q4"!NVT2ZS27:5O"]N2Z+-,<4RIK<@$IR2P ME!8!S[9]E2J=W-!;)KJ91MRACJQ.9$N=!&#A#Z"0IE9!<=@VQ-B)+]'&D3,2 M,PTA0N^N&KVK.VE,/^D*"5^`P&`P&`P&`P&!\0GD[/,3!.*$H**)/-(T8#9Q M9*@9X$YQA6M^\!1XTQ@0"WK6A;+%K7K[=^@<)(],Z]>[-2%V;%CHPFI"7QM2 M+TJE>S'."0MP0%.R,HT:EN-6H#0GDA."#9A(M##ZAWK>!V>`P*QKN[BGTMM" M6\L\"PJ+W1?$(5DM-V7).UCDDY6Y+6*R2U(6VUI''Q@>K*N3Z$T)Z2N8R;IX MV`03798RIAEGFAB,$\>-7*)PL!V,>P%%;%OY1!82B"M"]"B"P M:T$!1)>O0!1(`Z]`A#K0=:^&M8%1?G&+WOQXRA5H0@[;.CN*'/W`)T?O04W6 MU/@%^;OX`UL)V];'_LZW@4JG:]#3=?M&#U_T"W@<-KQXV>=2?A^U3J:2? M6"<'KGJ5ENLTY)GPAFA/5HW.IQ.!*BJG)S$'VB>X.I95A8M^XXA:#6R1!Z7. M`O*15W9RQ94%&!:E@,!@,!@,!@,!@,!@,!@,#@.;FW,S>M=WAP1-32VI3UKBYN2HA" MWH$:8`C5"M:L4F%$)DQ!8=B&,8@@"'6][WZ8$++DYF\?G62V1-EO5=SC;4D; M-I=2=>J1P]1.VGZLDL2,+K)6CP MV3=2N^R53^B2@2CY:@J$7/*]Z1JBS-'*"@)WR0R(*&Y*\M M@=J"AG;!\X@/O+%[?7>PLHHGQQ>.OFDU,Y4WS11D7O8 M$:=6TR6;*9$]M_S"_06C$Z@OWZ]-[WO`G\'>MAUL/I[=ZU[?3T]NP^GPWKT_ M8WK`_K`8#`8#`8#`8#`8#`8#`8#`8'P-3)CQD&G)R#C$P]FIC#2@&#(-V'8= MF$#$'8BA[#OT]0^F_3`JRNCISH='TG-ZR@\8F$3@,0K"-2]R=I%#(\S-KC&V M&^*[9+>G,%L:2GK8RXR:'9YI9988-$.E^PJ[KW=J] M,$IT\>7-3FF0LT?ETY6GB*7D+7%4D:O\` MCE!.DP&W2=2%ND>>DLE8&.1H25Z9%(&=L>D:=T1'MSFG2NJ(ADY:ZU_T5/(JZ+F)[ M[`2"R'UO.*4R=Y";&D1Q:1,[G'!93'X^P1& M/L42B3"RQ6)Q9G;X]%XM&FM"QQR-L#0F+1M3&PLK82G;FEH;4A02B$Y!8"B@ M!UH(=:P.WP&!XS/\42/V]1^/0/\`W2C.L`_E]/7V3.CC/3T_9WZ`P/.5@,!@ M3"X*[TN_QLWG_'5305\KKZ5+&\OHSG;2[2:.79&$@?D#?6(I0+Z"-WE%4(A& M,;T#0/K?9]N<-FI#OW(/]*+G/H6INKJ0K;HBC)4FF566K&DLGBCV0`1!_P!. M<(Q,O:7AO-W]2S22/.R8]O19*%,-NF\;.=#9+53TL=FRV),QI]D0 MYNKTB6I#V=ZCLP7+FJ9)F%Y)/0KW5V`F5.(?8:>6+:D@+=\"H_N2YNC[ZFTR M\>OC^G+16-Z!K7F&3UP]'._JKN=["HX.3B<OIW@I2G"%BV`P*GO-\2(?C2NU2$) MHOM=B]?F>@O3>OR[]<"D91KT4'Z_:.-U_T#%@? M'`8B"DS$,==&V0R&`6+`'TJ85+;D(5A:["J>=)"AE(99#G;VBT`8BA[3N M#>?HUN>6\PU&M)-3FB#@>F#Q9^0MQ[#A4KJ>[TK#$^Q^?B&-%#[^R.\??\`5K@G[PHP+4L!@,!@,!@,!@,!@,!@,!@:MNJG MX=?E8RNH;!*=%$)FR1*W25(SNJUC7KFU,XI',2$IU;C2%R,I4C3')04`4S?!@2+'92V*%RI+H: MK?RAC"SD%`UK\TLK0@AUK0Q>H>-/G>QE;#J0*+!^QQ]2UK4T:1S5X2-:I M8VM$:933UXB3@JU>G5%$D/U0!F;`:/1PO3_B#?<&GUWAIY+=)2]R)S66H>A= MW]P>BHBEL%^;8DW)W#T,,92&9"J)3GMI"GU&5HW0AE@_(E MR]4S+4<+7(U[DZX3B^N:MX<#50AK5._0.](4?R4A(0Z"'1"8'KK MW>N]AO[`8#`8#`8#`8#`8#`8#`8#`8#`_@00CUK0PA%K0@BU[@Z%K0@"T(`M M:W^001:UO6_V-ZP/W80BT+6PZWH>O06MAUO0M;UZ;T+6_P`NMZ^'QP*V?([; M=BIHS57('/\`)EL/Z+[[EO-?5JCB^W:W]RT:'6A&>H=5*B^G*,FDRDK05:W2L2?[X;W=#$DQKI' MS8^WR5NESRD9&D[1KX)9!(C3PDMV9THAY*YM MLN\1L"B:25@0-6Z-1QN:/R>=WY94A>+HZEM.CD66%XB4J95(R$-F4E/BR`))3#W(>T#LD]#"A)5Y"1:G#5W,/5CY M9$KE'-_1L+;:-[7JME*>Y_5*-P4KX-:4%VJTV(NBN9),Y@(56'1DF6>T)P!: M^]1%R,VU/))2@!1RD)JX%5OFV*"9XMNK3!Z)V%`BIAW_`'80@E!^S]&T^YZ% M[@_'W`VE]0_L;WK7K\,"CI9\%:K7_P`Y/_?18'&P&`P,+0Q5K%[%=Q<\O?TF[XI%47Z;+7'O\7;]/,?";H04DL9FX\.M?NF MA![AZXL&(6U7T&M.O7M))8'9,0C<\AM;V0XM2\H MT/KK6]:'\=:W@9K@,!@,!@,"B_\`IQ_WZ'^7:P-_>#[^R.\??]6N"?O"C`M2 MP&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P*A MJ#,#?'??FS`00D`O]3TT%B.`P&`P/%K_BFS/9UEXT`^N_W:H^NR_A_H<:I-]-_Z-?*_ MZ<#SPX#`_=:V+X:UO>_R^FM;W\-?L_#]K`Y,!:95;\OU75(0*PKXL38]%C@E M)0M_LV1HQ"WZ:$]%QA(L;(NFU_M*'92A3EZ]=B,#K6]X%T-,_P"'R\I4]CH; M>>E%6\@2BN!MMO5)'I)(!6M>KC:5:'D3^LTGV:NG(BO8`)=+V)&G/4GR)U5) M2CAZ$B'OW%[#W3[.\;4B' MK0_K8V[*3T"@(M:$$]./6_CK`W_@,!@,!@,!@,!@,!@58=(@!>_D@XNYY4AT MKA/-<&L;O^R6XXO9J!=.&Y0'G[EQ`MT'X#TEDLTF_H9'&W$![))FD9B-<0,.RQEA'/FOJ6K+LV*L2Z0-!L;` MK1T]UG6K*(I.KO?FI6Z&FJ1ITVCBMRR%J#CGV%+CO8;]4VF)'$\-9>:4K9GB MI[?,UZZVBJ1M==;T3\_>ML]CP5U]=%_L[U]'^7_9_+^Q@41JM^Y2H%^7W'&B M_P#A#%O_`-O`^&`P&!_01>T01>@1>W>M^T7H((O3\H1!WZZ$$6OAO6_AO6!= M9X"K,,.YFM_E1Q5"&KXUOR40&%IS=B$>31-IM[=>%+D!&(6Q"0QMKG:^-)=? MZI:>/!!KX!]-!>U@,!@,!@,"B_\`IQ_WZ'^7:P-_>#[^R.\??]6N"?O"C`M2 MP&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&!^;W MK6M[WOTUKX[WO\FM8%0/B>^8/02R&6$Q=$ M[RAT-,$+6M:)2#UZ[^.]8%M_-7@Z\G/3ND#L93;%RA7R[T,_3GJMT.:)<:DW M[=B/9J$A9CQ81JC8!^H"7Y1&?=OX;%KTWZ!Z"^:_\,?Q?7?T#YU5/[/[,E)& M]'*(Y(5@Z?HB_>%ICJ!N1C/&`/YYHPB,'OUV(6] M[WO`V2`6@C`+?Y`C"+?_`":WK>\"M_Q._*CG/]S4NF#[&[G3N+MVFV$G6O3Z M2))NCIW8$(0!U_LD-L+L!`G)#\-`(*`'6O36L"SW`8#`8#`8#`8#`8#`\L%V M^7SGG@ORX=^M=]5IT%.7!PK+BVL(K(Z;A<0F;9&8K$H!.K:7M#LG>Y_$WQ.J M<9)>YZC84:566(!8-B%H>O;@2-BO^)6\5K]LL,AFW05:#'O6A_IURO=WR2-_ M[7SEL-BDQ;PZ!^SO1NP_M;W@2(C'G=\04K&42B[WI-D--WH(2I^.7U>8#>_V M#@6/%HKM/Z?L^_V^F!*Z%^03@NQPD;@/;/)DP&I]OR4\?Z(J5P6CV+T]H=(" MI9M:$0O7X:V7KUP.9T-SY0_<-:(HB]R0L]RC3VBGM0W'4,O:TMJT=9K.`S4; MM2HYNSG+SXY*6<1P@#^!J!S1&G(5Y"E$H/3F!2+Y#NB+6AWC^[LXP[D3-;+T MCOEJT'BD;RC#6&+4WW%"H0D0/SA*Z[(/-,05_?\`&&M"!1-*Y&>-0DWL;DR[ M5LX_>E"`6Q>_T'Z^OOT$7KZ^OK[@ZW^7]G\N!^8#`8#`GIX79$?'O(9U-!RA M[`WVIQ_15C*"/76@&/=16Y:\$-6>GP]QHF>R$90M_E]I0-?DUK`]2F`P&`P& M`P*+_P"G'_?H?Y=K`W]X/O[([Q]_U:X)^\*,"F'J*23A'Y\.H8,R4U8'3$(2 M^-6K9^*C6FVWN&PJ*2F2W["87*[Y.C09G'P+W.*0Q:H&K`QDF/JM,$0$X?>( M1@0WK9/44EX`ZI[/K>C*&M[HR7\D^.;D:11K:FZ;;M-_E%0?QV'PIZ5KJ:>7 M?[1(YS5$,='F1.#LC7%/LI1M1:8Y00<M(R/<+02]:$+6PK M[NJ$7-PO//,#U+R+T!?[S2U?^.VP(\N)N>ZI5<&YKY'&@V33>9VO5B>E1!H1N+@U[5BUL\1Q@PU'3 M/05X27QF?X<2!R*>V!)&+L/LR'13IR6O,LD#I(;3BK;(;@F'\7D[E:U>>^/# M'.GIM(/<4YJG>W%*U;2F[&F&<4,+?_!-:EC=!^/!:CO!T?9UN$=!=440P2"9 M."]Z>Y/55?V_*H]#TCJ]N!ICB]ZC;$/["6J.-,4#(:P?,,&;H8]A2OX0JG[G MZ#JCQH=&598=APV&U?Q+>L>\I#+$G2E;%6K)H[6M-_Q4J)5*%DV71H] MLV02]/R=G''B"O>WG*!>P.PG#'/.'UDT:6K,+4!`4'GCX7BK]>_9WD\HB9UK<5B5BI\J]R4ZTWFT7U,&$?( M$*8*ZL:?0MO@+,V6"AES,F73N--Z1"6B1#CY.U7R5FME[`G&%C]7>:J56!=U M1H5511ENH&_O(AT;XZ:Z5$KI";;+)+Z+BA2QBN"6$#T&.K8S8$Q:W%$H8B4Z M-6Q-XTJH2]8/YZ<`:C0>:+LYP\?'07DB_5GYQ14OSR1>4/=(F=;%C*+!F]JU M3T/$ZG9S64@F#EL;#73]$G%V4GG*5"AS(=D)1>B-IC=&X&'W-YRNOJ./[ M'Z++G"(5RX;DY:U#J!/Z0B1K6='IV)."F/+UH.^\P3)V?J1J4=E*@Q&WJRER<2]Z3G%HU M2HI,$`0E#YD?XFN"89=_,56R]PCA\2[WL*713L"92.2WA55P\V/*F=R;E)?` MB9,=<$F9V<3LY-P)E\U:TP>.M*`3P4#9P22@TW=Q)=:-I],Q%EB*=:7H!L=2/*<4K0,ZV1%M6U9;40,6BQZUHD M031O_P`OO5G,5/EVA=7*JB%5NBOPFNWWJ956=LKZ5;*ID]')9Q`+D=ZJ0NAE MQ1N'*[J7;A+TXF'*RFLA-IT((7&KD;5L+9Z4MOHFR;83FO,%I,SEN1THPV' MHSEB56CV,@)BKF7V6&V['ROO<:D\@E MB5A"(/SDI1S6-24I%L@\0!AAOB=LJ.I_&\_.\%K&]JJG-,RCHB(VA4W5MLR6 M\+)AU\5B^/@)E%7^W'8>E\WBJ5T2D%MRU(4F*VV;+"`DLP(]8%:,#\\G9=EP M6K9HRGC7Z1[ZA"!VGEIO&X7OF*4OK5(HG+3T;`TZE),]:V/_`(`" M(+:-J4*?<A@$KKJ>W]_A>[W[-CDGBM_V@C9:S<% M16I'J+-M8(#6V$K)C'IN82M:IT5I(_D)DX$VPA`$.PA%!/T'.X:78,HELDLV MQXF@_P`)QRM>$V@9MWV?"!3::+)%'VR93,J8QUV4O4:M*0QA)M+J2D%&N&QZ M#\_9Q8C0#"S:7> M5GF/QOR.2:FTPW8#\W=20EUED=L5C9_LI,>95\$VB*TO3*%*PIRT8(!/TVP: M,$'I%P&`P&`P/@I+$XBP+"2]>@2'2,*'2-NZ<0?0.PF$.K2<$>MZUO0];]?C@6%X#`8 M#`I$\HW$7._='9/BQJF\8N_N91\HZX?7EZA\SDT'E(JO@E)-[PZ0TI\C;BB5 MH&&260_QP:\TCY2X1)&R2E!(33/<%LO-'%?)?'+"..6O^M"T+1LIG"X*Z:2M2(0?79SDX*C1;^.Q8$G][]WQW\=[^.][^/KZX'Y M@,!@5R>,L?U>_(,[E%Z`B=?)UU:%"8'XA/\`T>87'/G`^&OW+3E$U)>OR_G%[^/PP*N];WK\F]Z_P"3>]8'Z(8AZ]HQ M;&'_`+$>]B#^U_JB]=8&-N,/B#QK>G>)Q=T]W^M]RCS.N]?7]O:I$;O>!U*2 MLH`@.T>SQ%G8E7NT("F,DFQE4$?I^:(M1'#FL\`_7\FPBUOUP-ZTOSO-.T5* M>)/U@W,HY1@@AUK7QWO>!^X# M`8#`FMX?DQR[R>6@L)!ZIHSP&@1N)F@:W\M1-NCBU#06,S7Q#\TF!+-A#O\` M+[1;U^3>!ZLL!@,!@,!@47_TX_[]#_+M8&_O!]_9'>/O^K7!/WA1@2G:^+.= MV;JQ][;;H@]I^F9-`"ZH?K&W/[`."Y5DG7)'5+!3HB=)C(0".I'A`0L**+;0 M#`J*T;H?N]=[#'9MP)S#/[KFG1;[$)8ENN?QNNHE([`C5LVO$7>=Y M/9$PJ^:PNR[5K^Q6U[N9]"93;ZJ]W>E%N[,57U6'3GWINM*WF=M1WA3T=+B<#G;7%FB=HH MHTN""/%!2J2TR(HAQ*"$*H!V@AUH)%T%R71/,#?;S92$4EI_\` MUSFKZHDMNV-I/^F\]`KDD@=U#(]2,:(D9^F\24@(R0"++!L.L"*?/_AK\;O, M5BSFUZAYN1()Y9D)GE=SY[FECV[:Y)<[UGRO&Z MQ4M5+TE-&*QZ28P3>>K7^GI[%7U7)HO+JVGCG)5TYBSW'GMQ5&I32''T"6K/ M3BT)*>:0,-]570]54=43+15/14FMZRCC8ZM;&PQ5>Z-ZIN^^KW!W?'4M^VM- M?SI(]/CLJ<%CH0JF9QF59)Q,UTPA4\Q2MV?']WJY^E,XDR7[[(987/7%[;)'(9*Y2]D>"YV7IZ2*D M;@0>WNNM*4HR30A%H-S47S73W.#9.4%4QE0TKK1G;O9]GRIX?7V5S>Q[$?$: M!N]`]GM M"'6@Q2/>/+D**75J_H_4:-ML1/8UB7*T[*D,J'$(W<]NQU'$[1N&+5\<]F0B M.6;/8Z@+3.3PC0$JSO<<;H03U2LT\.A1>,_B]!RI8'$:>IEOZL=I2-\ED\K, M^Q[04ER![D\H1S61J#90?,C)FC3O#$4]2C3#K4AO)^C&DVF$<(' MN4[/%O>]A]G?Q/<'OMQFW\Y4VZ#M4WH>)]6[DJ>V+A0$%W[#(X7%6JQ$T>03 MU-&4CDL920%N112,"9VV6#:PL_V`]H2AM+FVJK>F<*LF4H)*WV57#%+HS`K! MAB=N:>'0F]Z^1"261:S$J?8WTVX*'F]PSM$#TDIGMERAL7\G-!I*ML MJ!R;'^8.#>O:T+HF+7$KS"Q/!*XL!X%83`!%H/HT^+WCYDJ%CHYMBMF`KUAB M\R@1*)9T+?KN\.E=6!&VJ&2RM9))GBR7"0R6NE\.9$K6G9%RD]N;$I6MH2DQ MW[K@;GK?C/FFH+F77]6E7ML.M%?1U?FAWD932CI2JSQJ(%!6J(F/!D0: M&^/;]@"C4R$I5LHH`!&[#KTV&R;?IF$W?'6N.3?4F3EQ^3-&1X2J2$KBH),)$:-(J3GF$J"CB3!EB#1T4X*YDB'/$LYA M0PAQ<*OLEI4CG5JP=Q535-6,VH];+8C-9M78+RT$/(#HM.A,$8A&7K0#21AUK6!IN2^ M+GBV2NUI#"FNU7,C&)JAS\BE"1Y2(W1W`ZNATU,<%$ ML>7&3#7#DJZ3R%<[*52MU.5C<5"PX:@9PCM['@0<(U<1O9>B#RM$E:` M'8Z\3_"04C0A!3[N6D8>2'?A!K(+MFX``2\C/^S_`+S2'PGFA'1IPT?L(U)F MQNF@A"$*K6@!UH.*L\27!3@@#87(8?<$:D01CT(,I<_&)Q*\.D?S611(B7%05^:`T9Q0``"'62?Q7<.3 M&=22R9%4;NOF,MZ3KWK]^=0VM;J,"OI&ID2YLK6TRVY#.4[8C=H8V.)J9$E( M)+;0D["$:8?L![0L.P&`P&`P&!4!XURPP:N^CN9E`!)7/D[MCIRM$K:=Z!/3 M5Q9\]4=04JKT7_LHEE67PW%$"U^9O:4P(?\`4WZ!8O@,!@,"`_493:9O7P!OT#SUX#`_= M:V+>M:UO>][]-:U\=[WO\FM:^'KO?I@;)H"@)%U=(E:=.K@.%8UBX`U[@%@%ZE/S\5O8$(-B2I1"5"$(D+XXS&8["XZQQ"(, M;9&8I&6Q*S1^/LR4M$U,[4B+T4E1(DI6M!+)+#KUWO?J,8][&/8A"WO8=W@, M!@,!@6I>!F#'/M@=_='&$A&TN=BU)RQ#5HO7>ST7/$*6O)9`K4/!]!3GD7@\?YRG#E\2VV/\`8-%))/*N=G9T.&+Y1"B[ M*@ M_P#Y.NM:[>H[#="0_L:$>@BC:8/]G>M`_:P+/"8*X M*TME>06:'4N\*&D[93G#.6F%.FDO85GF#UK7T:-LIS1T90G[Z2RUI)UOW M&ZU@6B,[0V1YI:V%C0)6IE9&Y"T-#6A)`G0MK6VIBD2!O1IR]:+(2HTA("RP M!UK00!UK7Y,#LL!@,!@,!@,!@0<[$D=A,,LY<3PAQ?T32^6I8:"PBD#Q.8W& M5472\[7"[,GZ<2:`L$B>8^S)[);V'9!^BB]F+MDIPBW\[98PC\\]D="MLM1U M=!:P$Y#!-FB$-2TMLZCMEA4H[)9*QOV-25E]DGQ%GA>*^)FK#?-.OZV2Q-EBLO/F-.+CCF)?%%CFVO*U4B$'V@`G- M4!XG6QS;WMN;WEI5%K6MV0I')M6%?[M4@7$`4I3@^OIO7S"C-;WK?Q#OX;^. ML#G:UL6]:UK>][WZ:UKX[WO?Y-:U\/7>_3`VCSYSX_\`53^JUI4Y1SG^..1S M;.YVVG&(G6Q'5$9\MQK2M'$OT&4D*'K9+^_D[V%&'8DB00E8AC("]N,QJ/0R M.LD1B+&UQF+1EM2L[!'F5(4A:6=K1@T6F1(4A6M`*)+#\=[^(ABWL0MB$+8M MAW>`P&`P&!KVU)XHK>"N\F:V-5+)6:>T1BNH0W!V:[6#:4S=446K.OV<@/J- M0YS&:NR)"#0=;]@#1&;]``%O0>OGQZN*"L*A)VL=F1OF;>B4,$SCA MVDDOK6P(PZH956UJ0APWO6VZ:UI.V9O>VH[U]H5J$O1FA%[&`01&XTZ/FMH( M9O0G1J5IBW;',YS5%NB(LV$C0,$^;G`*@J`=/U,E4:":OI6_&U`-P1;![A,3 MT!>QJ_8K;Q:&$VL!@,"!O&90W[N'RN3OXC)06URC1Z8WX[#H%7K-V!.C1IRS5:Y6:4G3EF'&@`(*@8\S7N*#VIY.; M92/U,=`7[*.;*CH*M7IM9U.D*W;TU<2!H>$+TVMEO78WR-;+;$W[! MFMJT]O:_F!_1TD[`RNV_)/8XJMMUI;HE'ZKG*JL;$D%66$ADKK)F5M=V$KH! MK8(\X_=*[+1!M&3.=%'*V%L&G4HW$A<$'O$:5HM2&XE/D>>2),\14JJ$2Y;& MY-N/R/;=)%ZYV9BD]VWY52A>&)[84KW(C_L%3,LC&W-/USR6TR8*DA$L((`- M2&!1WO\`MR1-467RR$11K1L#O2!U@N<"F,D;'/3]9,QL]F6P\*RFRH3%$ MDM:GEO1(%X74XTX`2/E#]0[#;_*O7DKZ4OUB4:51+'!*$XG;((M0)MA9J$N^5*E;S**1=]D@TE98;.'4:EWA9@M%)RQFJF<.M;3) M/GA65SWS](.KI"IT%4YQOGN-.9[;.YXVG&H7:R'9$9\MQK.LG$'M&2A('K9+ M^_D[V%('8DB,6U6QF$!?%'(Y'X?'V6)Q-E;(W%XVV)&:/Q]F2%H6IG:D)>B4 MB!`D)UH))!(=?Z1"%O8A;$(6][#N@A#K>][UK6!.'Q#\G*^K;ECO?%ALYP.;*07O)' M&3*ZI1@)N>U521=&Y7U<8B4A#HV!PUI5+&&OC#`"^O4*G%\+]I?VLX0>JC`8 M#`8#`8#`HO\`Z39[ MTU.*HYFC?%M;73!2*\I&MI_/`W=9EQ16IF"-:>GJK9B43$5A[_LSYCO].F3G MB#L]>64'VB#?S^D7Z>I>9N'^<+"LJ(QOG2&Q&.OTWL6[2:9 MU?K-:R.5BF()'(4M+JB]Y MY.YO5]Y7JV4_6#%`IY8!]%<\OK>P3ZX&,QBL11#9I#'T]W1'1(3([."N6IUI M1C>09K1_R`X-@^7GEVM+NKJD9,PW,C<+%O+G_F]++%M>FL$>9+@Z?K0ZUZ?C MSBW2ER8IFYMCA&BM$/#FU-;@ACCJ>2B<1ISQ&:*#'_%?U1>?2SUY+F*Y).VR M_P#5@\E_1O,=1JB8ZQQ=0DJBNFN#K(DU/QD=;TB=W=4IS\?H]P&1\\[6];%K M?IK6!":;]I^1/BSJ#O0F];,JWK/GJB?&O..Z34D,IHFHT?/5O))!)T55&?(OU/:]GR3G>P9K#Y58< MN\2?+'D?@4]>JX0)F.$3ZW64Q-:=?*XO"7.$CDE;MLC=6Q1'R3UI;TF3?4%* MW%;O99A8:DJ/RU=/3OQJ>':UI(]1M-T1Y-.V(7SC.K"C\0943?7D`>[MM9'+ MWR"15Q3O$:+E+?`(*D96D3FGESO'X^(G8?2W\MCT%HK;YV>1G"G9UT.96G4S91-< MI+#;9/:SG3R(J(@MB!6W%*73<_-2Y+,%@GFY)[,9@DVPHDX1-JE&$XX]0/J6]>L^^>17KLJ4UW:4"[GFW, M7&"9JYRJB41)6UQ"`6!:AN[I>SZN$A4(B6&!G)3SB7=JO:%L< M+\M?+,YNE@J!F*GX6^:])6YQ]7MN*V1G3U;/>E:,BQ$LL.LF!QW(=R4G1*89 MZ)K=UK6D9GAU0*DR92+>DXE(:B9?.+S#(J1M'I5HI?KA10-+Q*VY%9MM#J!B M2PZ,OM,6;':PEM:"=%-@%$N=B'K)&%T0HTFSTZIH2J30J-'D&)PABQ[,:]`)/$2$F[#\JG-U8],0_F.4,]H)Y!,^C(CR:W3?451)84"]I]6J M.U8?'"BW5[;I>_1MUC:XI.9(6EJ<&5$Z&`2J%!6Q;&$)2]6VW*:4H.QIK749 M#.K=VQ*H[2-??4I$@[!NF3%#9JQA_P!0M/3)TR)UEBM-]8JFI-XC(7Y*^A53@P"B$4;8;T##HG'C52$M$Z)3%!Q1.C#@A"UW\HG2#9KSV*;-GLPYXBG#`.4M4 MHXJZ.J"W;.Y[_CNK(R1RY?(X7'YRTPFYD2"3*B!I`#?U&]->PF:-.,]Y8@GY M<7F7Y5YI0V>VVR5;H)&;&GE@T&B3*+111DN`?7QD M]QHP-_L0E<4>Y\RS<,9DT:4)V9OD7VW]'#94H`UF+B3!`&,(54AYYJ5F'(7. MO2UOU5/H!*^H$O3!E;IYD\ M5_0/55*2TB)7)5E3Q.?QQY41R.R1H/=5KW%6]Q1NL?D38YMREK6I7H_U"`)1 MI8]`$`S7MV$0:=Y$Z!O:_>?IYT,Q=8RB>,$0YD5,4\C\EI2LH(&@9[`6MBE`\(UZ8TT!)B90>#W&8%7?CS\MW:=_SWQ!,#U<$ M?L]V[3K;H62]H_4=-C?7/GJI8TK* M8XVD*<((N8`S=_ELC;#W%Y4I#PA0MYA29.28?LS0:G\;G6GD!ZU\=5@=NSGJ MI.&05RN[ M7\LDP!0A!IFE_+EV75_'GAV[FOF=1V[:X[\O1MYDZ+@)M2'G3B`7_"G(S!>X(6B=R^3"3\C]M\,U29$TA_ M+-MVT.@NGKE5A)&DK2X[KB*Y=RO$"56SP;;#W9UCJQ>]G'!^G2M"M(8(8=F@ MT(+F,!@,!@,!@,!@,""W8O&ZB_E<'NBF9R"BNQZ-*=AT?>9#1MZ:5+.];).E M%*79%"E"+=F\^60-&2%Y93#RE*-442YMAZ1Q3%';#4G/7922P)QOF_HB$&UWQ4ZL0?FBVC`5(F#W_3/35*]-LV]YXVPB.&+TK M$P(A$+7J7SR6.(_DL\%K2"L29QE]CSY^4?N:%F9D:UP4C]?:5[0B$$(3US0] MT=Q6=".D^TX.NJ6B*PD+;.^5N%']4WN;VFF+69M3&.CNP!M2E='WFWFG8@JH MK!TQRQG@APM*U1RU^"68V!;7O6M_EUZ_^YZ?^QO`CE;]W.$%M.@Z6C;0C4R^ M_G.QBVR0/OU'Z,1AHJ^%BES\I6ID1J9:]/;ELY(E0H"CTVQE#4JA&^Q&(LT( MMT/W!-[\F#BQ-D#:HL@9HK#G1S,5,DXEJ4F0&6[TU3]@D&2QB1IHZV15K>.: MU2Y@=%H4X7I.YIRA`3&[]VPXU,]^R>UG;DZ%JZO9HU8=HSBQ:VZ58OTF6.9% M%S>OJHL&Q$#.RCTU(SY*39I,'"ZL!ZG2/WQ982NCBBQ!9W@,!@,!@,!@8 MK^@\*V"7%[B$7V7/S!&3PL3"U"!-3!LZ:/",EH-IMAD8Q,"(E!O:S1V]HB2R M/]T`(=`>8-"I$4,B01"+OA)KXWR$;VV)DA1: M=5O7SR2R@!`+00ZUH,JP-5W;2=5='5//*-N^$,=D539<>61B;0R1)Q*&QY:5 MGM%[=B*&4J0KT2DHM2C6)C"5:%624H3F%G%EC"'CUZ6XGMCQ8D%,CRVO=I<$ M,!13=6/14>8?K9+S]%P&?+:X!U5&HT@!M,Q,83-)T5CMZ336K+T';X4@5"VI M4AA;>X-[PW('AG<$#NSNJ0E>UNS4L3.+6YH%(-&)UK6+0@&E#$ M`6M^NMX'*P&`P&!C4PF42KV-N4QG0VMJ;Y@M`))^>>+6 MU"U4:+0"$Y6C%"@S>@%`&/>@["8/''C/M3OM:R6%TS#Y?2/"H34CP@J.5)7* M(7?V"F*-`J0$V"PF_2/U-\W./L"8NOHMIY5D M=90M57K,R4@[P=Z:"+!:UZ1@AM*2)@51:,5A'9O'$K86FC-5S5P?D[(E>T@] MI&)QTD3JB"TRL"D@.,J[QHV.I&!%+7)\#,7@;(M,$J-*M:H;L7ZKZ]4T''+1_<=*!%#"0:4$!H9Q+ MNT*S@5X3VGY<0H;4$#HV6W2KFJ1:E>`.(ZS*:GNTX,BB+6%3*#)'#(1,(Z]` MT`DS3FG=32TP1&(%6@AU!'D`YU.-<$ARZP6YV1[?DZ%A=:NG3<^R5VB[@2BD M$>B;6H9`*9)(6M.N1K3$B71AHD*\@T&A:$/0`^)'>%,N4R;&)M<'Q*S&+Y=' M%*Z35[9<96R"9L+M7\>01:!_=XFD:WMW-D5A-Z!0F4'I5`5:U.44$P>E&B0W M)"ND*TG5B)ZI;!RUIGRF#K+!!')=")1#W$#`U"@I;V%2ED38WJ$K@Q'62RE* M23`!_=58@%[,&G4Z)#?>!1?_`$X_[]#_`"[6!O[P??V1WC[_`*M<$_>%&!D" M+QQMI?DHLOR)O%J!?S[2YD1\I2&CW&O$!D3%73?)VB8I%VY$9)CG!1(]OK1K MYIAB7:0Q,:(O2<(]`-"&)W)XPPVKUS>?6)-S-2%3>O-U9\NRJIYG246L^MW* MLH#9J2QGQFE+7(9&E!*VRQTQKDR.R<0$@BVUQ]R4TA6G*4X$<*V\%\?YZ5\C M3+EOJ.8VV$L"3281^RE7KHS8 MQB]^O8$3*L\2UHH9;T,/ICR!W+U#3'3[%=;?;=!N575=5L/D#S=L4#7[H]K) M!#$Y\O;UJM2D:$I"/1&@?0I]!#9W+OBWC_`#,IE\N2V\OGUN.7 M'U(\+P6PI#`VYO30F@:`8'5FAA"Z,M4A+#*IQ(53KI?(G+:U"D<%:--I*A0$ MEC*,#6]7^&F#5MQ!QKQ_NY7B1O?`W0T0Z5YLNA?!6]&Z-L[AECRB?HFV>0]' M)=(I9%WE)-W9E@E=+UI(%+R\/LXM. MVYA8$E:$VSY7;=PR]XG$OE2Z.M"ML3)6DMY=])D+:2I"),U)$Z<2DPP`E`PU MWXU>#B?''S$FYC9;87VVQMDBSNF565*'*9/2!>B:WYR0KTR9] M=CQ)Q%_3""1O0!>[>O?@18COA6K`GQRVCX[9K8V$LSV8F#]07M5Z:V+9WH,81!HZ`>%NIJ_NZOYXBM*1KZBI_LB].\: MGI-3%VPK<;Z`O>-)65U+>9^0Z!72&M(.\&+W9@:`-Z)<2K6A+5N*Q.G+*V'T MBWAY8HYXR>@O&H9?[^X1F_Y1;4B=+8_B^:4D@CQ-R6`"PY.WH(R"2'-2L25T M.5$HSAJ`?+).![P#$5ZC#2=U^!AENV.=EQYYZGDS*#L^H^&ZDF2UJJ>/C/B* M#AE5%%\/>HR4LEIQ!RV;K(R(3F6J"842!4()'I[`BP,_MSPQ.=R]8Q[JN7=B M3MP>(3V'S_UI7\0=:LASVB@A-'0==#3:3B\B<7@;\RU7(SW12XD(4@TZ=`O5 M'*3R'!::)9@657?S4AORQZ>?)\[QJ15%5ILM>W*D977R"5,4TG;XS[CT`NKG&KO(+0S=?$DAM$=RVS M%^A(U5L%KJ/1]CYAOJ'29BE;3/:K^8^.)"]M>'&,(`/+.L(`E6D)2RTXD0=; MUL(N^1+QM=!03G;R>JJUU:W9M_>6=BJ")S%+7]9P&"0JJIM05=A:86]FM1TX M5/C7$9]IE^U#.&H7)VM6J(.6J"R0G*C`DOU'X+$77),F>'SI.6TPONG@BB^* M+RBT;@D3G218@I6PX_:['(HG(7QL.MI''[:\=SQ=S52EM/M M(P*9M$BIF_G!2KGM5V;5;V\[CTH5F%'!^D?"E20]&J#M02G`+V!+#(>J_!K& M>D'7L0YBZ=FM7LG>]*&Y37=B1-R^IC;3!W%Q8$&V MUV;D[8">'UFU^.N)V'TI,[4K_P`8;[,IQSA$D->1JO1O%CRN3'RA'*[9 MD2%YD#U*4<57#+TC;&P;&E/T2'ZS:G0AZ$$O_'_X[S^!B>O/T=N@=D+.M>F; M,ZM=CWZNT[$1"[(M$*/3VVMJ9LF"D;O#T8FU/M,E--)5AT$>A*A>_6PAA7%_ MB\!QCPE;_#<:OA?-V:T5UTKT5COU<-[<]QD^\TZTN5?,8&V6?;'T+>H<3C4. MMFI-%[WH)OS0A]-AIVA/"+7=;USP?3%Q7I*KYIOQTR]RM"@:X/@T=@3,]V\. M1/T@BUCV\J1N4E<9JX5R?(U6F1$B-9D`##/F+2EN_P`W`S3J#PZ59U_S1?-, MW7+(N\W%>EF++)4]4ME/-+=:\*5IYDU2&$HXJ9N6JE"4ZN8NPH8NU'Z7!#I@ M2`).)-,$<8:%J-4Q>6PFM('#IY/5%IS*+11CC\DLE8QI8TOG3JSH"$"F5N;$ MA6+T#:[/@B/J%9:O5,[LB]"XD?'0#M M!$+6P@@;0GD9YD]2J'N>#]T5(@!_WOJ;L=U75QT6PMQ(0Z+:8OUO7D8?F:P= ME%_F)PS>''N(]!U]2^F"V(S`^2;R!N$$6$I.EN&.\Z"6)#R=NKLRT4=U56A0 M`FEZ-4HK#Y'=KC.&W;^.PF+FEM/]O^L2$7YN!#3QO^2WB^E^54,9NRU)!5ML M2"[>K;K1XSAJ0B;**7?V/9W-U`VJF+;8JB8BSJO=)VIB510 ME6@32=N94*^"2Z8FG&)ENB6EE"X&K-J@@^>8$)%5%'N<+)!$I]759M"3QG%OJF3QVHU!$95FKBQC1)0F->C-C3*2"0E5@ M,!@,!@,!@,!@,!@?!0G3JDYZ5402I2*234ZE,H*`MZ],"COH;P741*GEZG_'D^D'$5@O:Y0\/,6@T?;)MS%+G=2:< MH6KI'SD]JFQBC:]Q.,U\Y9#7&**3-^IANSQ[WO`JWL+@'RA4T>>4[,[R?7,H("YUU1W&T6/$3I3);HGQ=^6>F2&^FQGM-1TFL10':XHO?KH"^ M=A`$?P&4+6MZP+?>3_#5S#SO*X]<%H.4KZYZ*CAH%S#;5\Z9US+7SIH/H-92 M]-L:)OJVJ30"]/E+TJ!5(`!U[1N9NM[]0MTP-?S"K:_L';L";Q9ME:-_@LFK M-^:'[1[E'WN!S(2/.3-(>E5/:/2"5Q5?!'1J?VXE,Z%)V]S-<:QCQRXT@)>W4QG M3"6_4;+U@:NGE850J0-TI2/+6:;)8$@`!T0' M)33PH!@*&)(>/YX9E)..>:9>WNC3)*K:79`\KI^Z+DZAWDX/^^EG*(TNFCHB M,(?"CFMT<7*'-2Q.H2B).;5J`E2B$G/!HS`[^%\R4?7L^W9\1A.VJ>B:5[*; M(QR67N:I0B=V>!L3R)6G=W]>@5KWQMK"/A7+#2AJUIC20:>:8<'8]AOO`HO_ M`*??R;]X=2<%]H/ M=1**(KSL&$NL)C![K70.CY-=->PJXVFP"4263-,5BTAK]* M@JO8`.DBWD*Z8FGG"8.8=3QG:.)9+Q[:/0L)C#)"(RZ2.5:J>T7NG5$P53C; M:\R%PC,TDL6=7%M(;!$_/:0(3"AB^>/WA+*M?,WRM9JRWV]IBUTM;A4G')O> MAC4]0]B0O?)@UT.Z1>C>K%)?5[_3L9Y2,?ZTC4.:^A7.W(._6"K/@;_)9Z@9$[+4S M''Q@EJQS/0%(E*A.!']>`\HP0:UKGRRPCJ"ZO&?(JXW=7S^MJZ5LJ\9!0TRG](S_`/ACMIB0A.V&W^4/ M-%RQV'/*@@U80?H-GU?U*V_>-,R6=5XRLS+8+#1%@+:VM&/,R-JF3])BY2P2 M-"9HH"AO)1+@`%I.I,,#\O83]YDOYEZCHV!7Q'J_MVK&:P$;JL102]X$LK*U MF`#2_NL>,*E<(7JEREE.6GM`E*7]V,"H1'$G@%L)FL"OWR1=:=$\U]+>+FOZ MID4';*TZP[)8:+M]N=H,:^3-9&S6!SDB@,>E*R0_9V%(M(;=IS@A9S5NMCT8 M4K*]NPB#4G;/6?1G,?DO\>5=E=75K'J4ZTMIZK&2<]3NB36F*@B::)N1C3(& MOI@`'-P-N^33LI*V,D=^>@2+U"\@&TOR4YZI0&*0CMGR"5OUA>+IU#5T@:>4 MH%(^P$)S8BK$M"B3QN+6!1T2X"34?.2TR53<%H]4%2YZ3&M&EZ\1CP8$@)#7 MM)HHT+8^6;"?IA!U+39UJ5I.;[:'-T=K>A%<2.(O2.DG22/CPI;:@-*C1PUQ MR>MDZ4P&:`,(:-A'*U:UNY,:V#G/S`BC// M[9SA'8\08Q*X^SP9F=U#RV+TJ!>PJA"?4BE3L`0F&#;=$!"7I'H.O3`^U?AV.,L\ MM4+$9L0?'U[8UJ5(SN18!2NN9S4DI1+VF0-SJT.2-W@-CNR76C2=B)/-+/!O MW%:"(,*B/+)$8;I1&5EG2R20AV8(?$HS&W=@@&UT%BL%^F2Q=H9IF5%M3)>< MQLY)A"-8M6GJTJI6I7@,TO-VIT&7TSSI$:/E5LR>*ODI6@MA];GI5'WEP3*& M"*EMASZI2ML71)D23:5(2.1')B]FB-,*:TB!"`6DZ`@.@D%@,!@47_TX_P"_ M0_R[6!O[P??V1WC[_JUP3]X48%J6`P(`=4\#Q7L=IZ=K^Z9>%RIGICGJ%T2Y MP=JB25'((:L@4IFTWC-D,DU5O3@4MDC5*YKM:G).:])R36Y)L/Q"=L\-,C\5 MS$U=SUIVA7URN5<)Z?XKWPM7521V`M1C7%JI)4.*]I?&R4KI`;2E;OV7.+)FER>/.S>`;!ETFJ*(DOTE0 MV3/I-.E-WR!X320Q[E-E)CY0[JUZET/`$T]7\H($P`Z?L_@WH"O./O&% MRGS6JCM@%\ASV'-[AU[(::Y?EOC?DO6L'H^H>4/0U\W3YY@$XF"B>U.ZJT)9ZW[2H5G.!RW0EJT?O6#(*#,>-/"0U<,Z3F]*]`&7?2D+ZH@76=)56X5!#8C):IF-7*C'BOX4&T(RXIQRVOXO)1 M!6E?5,I+\J!H218Z*4AIQ)@22G]&_P`9ES5%84ND>E\#I4+W*HG5NFG6V]PN M9R)&RLEHR1V-7C`YF5]%%;@G8F_Z0)29Q=CG$9@U*5`),%?_``+XD8GPG=\A MN)HN>4V(`JGIU0T!C[HQ)V8YN@$_ZQM[KQV=+">BGAS%8=@H9I;IS0E=-)VX M(6M#LP9(U*U0((7`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8# M`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8%%_] M./\`OT/\NU@;^\'W]D=X^_ZM<$_>%&!:E@,!@,!@,!@,!@,!@,!@,!@,!@,! M@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,! M@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,"B_^G'_?H?Y=K`W]X/O[([Q]_P!6 MN"?O"C`M2P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&` MP&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&` MP&`P&`P&!1?_`$X_[]#_`"[6!O[P??V1WC[_`*M<$_>%&!A,O\L:&*^0T/#N MJ2>7!M37Q2G-KE/"Y&(J3FSJ\N:;.Z=8YPPP'4?-`ZU'%HU6@VEVE;`H MB2&B&/DQ3KR(X:%0IV\LR0EV!L"=NZQ=)*@<'AH M0S*3MC(H-C[0X-+2\2E6!6<#[5#V5U?T"5:\*_D-B-2N3E''@,/*",(*2OR6 MN+IY'!^.^@JKB%IS&`06JK4O.1R2X6^`'QF`6+,54?D9T`8MQ>0_IO**OC&D MS["^4+5YAZ328D+&3O8PDXE[JXZ7UBWW*W=*5`Z5F\6,II]EE;3,VIU2/=M(U MY[:IK!D1-YRET>;!)5)3/5F3$&N/R@"-T3\K7OP.K)\@O$*JN8S;J/J:DW"L MIJYR=IB$V;9VS.3!)E<'9AR*W8X.X.A0U#>V2]F-+(S MV#"+80UH'R!S3M.RNGF;D"K85(Z?Y2MYVY]DMR6Q8;Y#T%L7=%$*1?/HG5C! M%H#-59$/A'W!*F/DKB:$"U4JU]&@4)RQ*!AO-K[AJ>#5G!91V%(ZZXPLN60V MP)PYTW<=L0U'(&)BK%4["FR]O=E2AG2S%HC;(V@<%2]N)&G"D4%F_P"[,+$( M,^:NRN47R:1"O&?H:I7.:3YMA+K#H^AFC*H5R!/94763>N4Z$PI2),)XL"%M MRAX9&\1@5SLU)S%:4DU.6,S0CJ3>Y#+9[,:KC#&UV9$%K MN_V?7:-*X3VN6AN3NPU:^=PQ"M).=&@L`G!"4:$1Q0`[UO`Z>$=O\>V7-(C7 M5>=-T?-YO/\`NYNH>F5Z;U>B`#($2G2:(J^ MK84\PN'P^W8)=+G.8W-+,?Y1(X5(Z@5M,CKR`O+1:,;E;:VHDS2BT\'.Y[N6 M21Z*2C2-!L];V7R4UQ:OINZ]*T>T0^UP205:R5WLV(-++.#(8G5JIBCC3@X. MR9,Z.<2);E/W1(4+:EO$F.`H++&48$(:U=?);X^61E:Y"\=G\VMC0\L$$EC< MK76Y#4PCHE9PTY4`EHDIKJ%8FBLK,5%A2.1I8$(]CUK9NO7`V)&>T.2IFU6H M^1/HZFY"T4A(VB(VVX-,_CRQ-`I/(QD$QADD`R5POI7"6J%19+.#7NV['C"4 MC^<9O0<#9E1754M^0_\`3ZF+"BMEP\+T^QE0^1)V3NJ9NDT7<3FB2QEW+)%] M4SR2/.B<:=)]T:Z54QV$A2KY'"H.R2=S*=$3DW(GT\R)2!UB*Q MH)?D*1Q;2G(L1(A",+&7H'/OD,H2VJ/X_LNQ)M`*5L#K^D:8N*)4_(YVV+'U MM_CI:6(R-L05YZ5F$M)E0EO3MK25*`2H6B,#;9G9W*!(+,/4]! MU2B1TY'9=+K.A^!OXEIT\3"^ZEMZVHQ99K] M#&N"C;JD9-N*]A0)`.[G)U+RN7Y59?*4453>=%SVK6Y:.85S')7%VI8KCBM M5I0>J+TETM3-XEZ4(PU_QUYM85TK#[6G4RI=_KABA'/M/=(Q5+'Y!JP9!)&2 M^+)MBJ*VI1R:B&1B`W=$/24Q)OO(,&,+FZ\<9L\06(.U MD1IIAD^=(\TN$PB#&_"E+3%I"L1E*7./(9-MO:M/Y3,J,$G^L"F(+4B+V8`` M0BUK`S/`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8 M#`8#`8#`8#`8#`8%%_\`3C_OT/\`+M8&_O!]_9'>/O\`JUP3]X48$ANJJ&=[ MI-B46A\1B[$.Q%AL'O&_""&-OM*%\^DH5Z^702OG\).I<4_VU\[<:+4)3BRV M-O=7!R`,*PA(`X*_Z,Y#\A%=>1LZQG6UB$O'#'9'1"YNBC7.%((,Y MX-RISI$J23@`T09XH&T8=*7<]R)2)234RL8RE:D;HH3IPU_Y)?&=TCT'TCT? M=5(JX3*FKJ_Q83_QN+V6_OT"/9G1=]T0("_NV MG!`EV44H+4#&D#;/'W`5Z\X^1637F_KV*64@1XY>7^-8_.%4I&=8LHF]`'$& M.\RDD2,;1EH&^5`/,$$S3DI4:4ECV8#03`BT&3E<16]SGY2+Y\AU%,;!;4%Z M]HR"5M?-1+)0DA$^BMFU(6TML`LB!/#VD-B4BB;S$VG[<\-2Q4V+$BL>EJL3PH=+R&H;WG&S:FD7479'E+H;NFZHB3+W1%5M:TW2D\=Y-%J;CL MH=XEMPG\H8XVYJ$REQ-:FU*Y.*\>M%E)DX3#@CG>7*U_<;J(1*Y+3H9[?MI^ M>3K?NWFE!4%VULTO[!6UHT^^2(UN>P7DU1&FGB0G)(R6@>&U>Z)#""CM'M"M M0HT(O`S+G#A><6=4?,EH\=T[8L38^7:#\D'`$PY[ZQM"%F2HFR>C%2^2.5]1 M.UJZ1R>I+!B*^T)$H*?3V'29*!OWM.UIS!MNT(@S\CPK]?0-OG$%C;M6M@LI M_P#AZ5GB>CLW=YVX,BUWOY?+GJ7;D2AD51=W63&I(MO?FB8U5#MO#8 M]N,*)C;&SE3Y84Z,9SJ(#6O^W!(=](4BHXTD+B/#U-`/EH]RE3B@.B*CZ-L: M@@5$+5!YY M:HC108/37CTZLX5JGR+\WPNB9-!.C7+A M>#=5)^P+"FD_?)4[3VP.AJS00MI,DJA#,:R@_/D*3-CY1K1!4[+ M]3N3I7R.H6^**TJO[0E8E6QJ!)S4@4BD->U;XDNVJ_[,KBQ%S/22VE:V\R?9 M_D(.F"2T78B7O]4]80!GC;*SHH(=`=I$$F@*Q*;]S*4.WM5;#KZ86P_G;"*W MBNY2N3KVO.0GV(I8)%:#- M-Y82TJY,PV7"6F%H6>,1XQE=$K\J:SD(EJHM:>B(,*"$L`AB$+00Y_;'CZD% MJWCXIU]!593T>H3B7I*0VQ/X*1]F@;"SQ%PAJJ.-+?7L$9HR:PKER-]=!.0D M_P#P!`?IM^@A&F:]`A!V3X;^A+BM/R%1JIGV%,U/^122^,UY23T4A'&WCE5E MX4DJ8^91IG@Z%E&*2(7J/,J51#BFI0E)3.JQ04M^D)+"J.":_G#XCO;OWD:" MT%03/"'>2-O1E/6P_G6-+!1:/:BE9.2YR=FX9Y+!(U#BZ/P%>B"2OIM$?$0C M1A#K6A!P.K_&3IXKOBPODB)QB`(N2/(A7_>Z_GHUS1QV'2[YKY+'JU(3%%Z% M&='HU)0.L]7N[&(X&FK3@$9`C$Q*@*A.$%X5X=^HHX;P:Z2,%9S'^+?RK])> M12^8DOFJA0QUS%+S7O!TC@NLTU%M1Q_J"W&"=2+[VR-L-7EQB% MC9"C2D840U`S#T)81$``,`RP_NPO&3W*.=>36P8%6/-#\9UQKQ5%U%&['F*5 MT31TKC&(1^)6L\#2K*[?8U%;!95*03C!G,Q&\HTQZ8*@]'\P):4P+"_$%QI? MO%%7=@06]"XOMVM[O7I+I*`O49L5WLM8[06XCHRM8SY0^2.*Q=T,E24]I,`K M-5%&&JS/4XSV;'L.!$TCQ26#,>M>2NTQ4K3?+W8U629=*.N[^H6Q'$FL.MXT MXUQ)&.15PZU4WQB.*')QL^<+FM4]NCLW)#&Y`0M`!2[G;1"`$):(\//D-BTB MMJ9SZ!\SQ=9:'AGZAX`00>K+56M]PTJJV5I@-($,5):SYPL^/I M=*95%E7J(]]KV:71>#PB5M%>0MKDT+K'1NJVB$ M@01MM2O,8K[1Z%L.U"&!Q*,2-/O3)Q?0%%>I8-_FZ"KN_>7^@)OYD.%>N8O7 MA3E05`4)T-5]B2TV80]`Z$2"Y$*0MA5,T35O!3\Z-3.C* MWC+DH>FR0+&8+)MU/4-;,L3&LPU;J:H'1Q<3"]#0 MM)VPUKXGN?.YJ%C-P)^RK!F)ED2`QJD+,U/S8<(`S6YY;TCH@-& M4+W%C,1KB3TXQ%B^(=[#O>M_DP.8C1HVY*G0MZ1,A0I"0)TB-&04E2)B"@Z" M42G3D``2226'7H$(=:UK7Y-8'*P..I3)EB90B6IR%:-60:F5)5)19Z94F/+$ M4>G4$&A&4<0<4/81@%K81!WO6]>F!US(P,,:0Z;8XR-#`V!,&<%O96U&U(@G M&:#HPWZ5"201HPSV:]PO;Z[]->OY,#NE8VI"TISE.P`*V><0@((*,.^ M46$/NWK8O:'6O7TU@=Y@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@, M!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,"B_P#I MQ_WZ'^7:P-_^#_6]>([Q]^NMZ_\`VU0/?Q_:VF/WK?\`SZW@6HX#`8#`8#`8 M#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8 M#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`HP]HOUY/3V MB]?_`$Y_N]/3?K[?_5V?=[O_`'OM^/K^U@>5OC+_`*J]%?\`]GO_`.P#9_U. M/^JW_O5/_P!Q7_X=?_1__P`7@2;_`!B&`_&(8#\8A@/QB&`_&(8#\8A@/QB& M`_&(8#\8A@/QB&`_&(8#\8A@/QB&`_&(8#\8A@/QB&`_&(8#\8A@/QB&`_&( M8#\8A@/QB&`_&(8#\8A@/QB&`_&(8#\8A@/QB&`_&(8#\8A@/QB&`_&(8#\8 MA@/QB&`_&(8#\8A@/QB&`_&(8#\8A@/QB&`_&(8#\8A@/QB&`_&(8#\8A@/Q MB&`_&(8#\8A@/QB&`_&(8#\8A@/QB&`_&(8#\8A@/QB&`_&(8#\8A@/QB&`_ M&(8#\8A@/QB&`_&(8#\8A@/QB&`_&(8#\8A@/QB&`_&(8#\8A@/QB&`_&(8# M\8A@/QB&`_&(8#\8A@/QB&`_&(8#\8A@/QB&`_&(8$&O_#C_`/Z3_P#KT_\` ..YO?V=W_\O?\`]#L#_]D_ ` end GRAPHIC 40 g129874g61l38.jpg GRAPHIC begin 644 g129874g61l38.jpg M_]C_X0`817AI9@``24DJ``@``````````````/_L`!%$=6-K>0`!``0```!D M``#_X01,:'1T<#HO+VYS+F%D;V)E+F-O;2]X87`O,2XP+P`\/WAP86-K970@ M8F5G:6X](N^[OR(@:60](EG)E4WI.5&-Z:V,Y9"(_/B`\ M>#IX;7!M971A('AM;&YS.G@](F%D;V)E.FYS.FUE=&$O(B!X.GAM<'1K/2)! M9&]B92!835`@0V]R92`U+C`M8S`V,"`V,2XQ,S0W-S7!E+U)E&UL M;G,Z>&UP/2)H='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q+C`O(B!X;6QN&UP34TZ1&5R:79E9$9R;VT@"UD969A=6QT(CY-:6-R;W-O9G0@5V]R9"`M(%!R;VIE M8W0@0G)O;F-O("T@1BTT(%)E9VES=')A=&EO;B!3=&%T96UE;G0@7T)A#IX;7!M M971A/B`\/WAP86-K970@96YD/2)R(C\^_^T`2%!H;W1O7 M&-@9(D%1([1(>#F)"LIA,B0F,R4U0C0X<8&A8C9VM_#!X5*B4V1%I89'B,@1 M`0````````````````````#_V@`,`P$``A$#$0`_`/'/OC9%B)-XMR4J6?35 M.F3[4[!DITY$J?2B2"2K:EH"B22@+P@***`'`0A#C&`AQC&,=,<#5'WH67]X MDZ]K7_ZPX#WH67]XDZ]K7_ZPX''O/LO[PYS[6O\`]8).O:U_\`K#@/>A9?WB3KVM?_`.3Y/_YAP'O0LO[Q)U[6O_UAP'O0 MLO[Q)U[6O_UAP'O0LOY?>).NO_WM?_K#@<>\^R_O#G/M:_\`UAP.?>A9>/DL M2=>UK_\`6'`X]Z%E_>'.?:U_^L.!S[T++^\2=>CY/^[7_P"L.`]Z%E_>).O: MU_\`K#@<>\^R_O#G/M:__6'`>]"R_O#G/M:__6'`Y]Z%E_>).O1\G_=K_P"C M_P#J'`X]Y]E_>'.?:U_^L.`]Z%E_>'.?YO\`[6O_`-8]"R_O#G/M:_\`UAP.?>A9?R^\2==?_O:__6'`X]Z%E_>'.?3\O_=K_P#6 M'`>]"R_O#G/M:_\`UAP.?>A9?R^\2==?Y_M:_P#UAP'O0LO[Q)U[6O\`]8<# MCWH67]X'.?:U_\`K#@/>A9?WASG^?\`^UK_`/6'`Y]Z M%E_>).O:U_\`K#@/>A9?WB3KVM?_`*PX''O0LO[PYS[6O_UAP.?>A9?WB3KV MM?\`ZPX''O0LO[PYS[6O_P!8).O:U_^L.` M]Z%E_>).O:U_^L.`]Z%E_>).O:U_^L.`]Z%E_>).O:U_^L.`]Z%E_>).O:U_ M^L/^/`X]Z%E_>'.?:U_^L/\`AP.?>A9?WB3KT?)_W:__`%AP./>?9?WASGVM M?_K#@<^]"R_O$G7M:_\`UAP./>?9?WASGVM?_K#@<^]"R\_+8DZS_P#W:_\` MUAP'O0LO[Q)U[6O_`-8<#CWGV7]X). MO:U_^L.!Q[S[+^\.<^UK_P#6'`Y]Z%E_>).O:U_^L.`]Z%E_>).O:U_^L/\` MAP'O0LO[Q)U[6O\`]8UK_`/6'`X]Y]E_>'.?:U_\`K#@/>?9? MWASGVM?_`*PX'/O0LO[Q)U[6O_UAP./>A9?WASGVM?\`ZPX#WH67]X'.?:U_P#K#@<^]"R_O$G7M:__`%AP./>A9?WASGT?)_W:_P#U MAP'O/LO[PYS[6O\`]8<#GWH67]XDZ]K7_P"L.!Q[S[+^\.<^UK_]8<#GWH67 M]XDZ]K7_`.L/^'`X]Y]E_>'.?:U_^L.!S[T++^\2=>UK_P#6'`>]"R_O$G7M M:_\`UAP./>?9?WASGVM?_K#@<^]"R_O$G7M:_P#UAP'O0LO[Q)U[6O\`]8<# MCWH67]XUK_]8UK_]8<#CWGV7]X9^4;UGQ_:E]\?K'Y\_5?/\7K_7SO5OZ/Q?+X M/1\G`L#?G_XZ=S_[UVP__P"+DNX&I?`'6.LEAV!$H.O?F1K2/;HR@ECXB82G5(SKG)F2N8D!Z\!HB!JT_F@#D.#`Y MSC/`E5W&[5]<:,[2;(5'>-[SY#15"DXB4:O%#43(3(;ZO`R`0V>XK&IJQ<;, M3@>$K41.$1#\[X>1HXT486H79"8J0HU851H[7="I=#-4M\9O?=[)XGLQ8]T0 M%P@M>Z_0V<2"KVNA2)8[6'8+FL<[QAR>21IKBL/5N8B22DJ@)0!`_B%C&1A8 M=4]M"L=@=3>X%?%";&/-F6IH2]JW]XIA%6:!N)M37'[9*6(C8V'RH^>G+2HZ MR1Q`I='QLRU'GMI)9?4\>%!.#[A2=GJA^:W"!E5^^4-?TDB4/G,*1 MAG>8?8\TC[7F*++:P\/Z=S:JQ5YRKPJ1B+]?39\D7A.P$(S)MJKIM!WF+HY- MLU=\*1F3*TVZ8HIEKG&"9(JKV#QVPOLA8U3HV>\G!JG*6Q;.KE5%2DB]6Q_1 MZQ00H,.,3&8'P-C-I.V5JMJ[16J%S2G;*V31;H:JS79FFF5;KW%D:!`MBC>C M7M-43E[0W@['M;]-#E>$*)S1HEJ,E<,H)Q>"QB,+#99=V"86_;&1K4>M=K9. MJNZ?]OUBW_@;E/*1:8]4RB,O4>72/-83>7,UN2!W@KRD1HLAR^B;EK6(T6`" M`7D0/$&C3+VRFV6]L2M-^X38DWE-B6KN:VZ/1+7=OKQESETM%VC)DJ:GI#// MMWDY6SNJ?!2%.D^AP*A+SPXR+!6,F9#LW]V^-9M2]EF/2K8[;V1QF_FI;!&> M^YW"J70S'72@95-6QE>E$572=99T;G5BE0ML?"1]JI'5^O&K6PUT6+9$2K3;&M)-9<2OB*T\1/-:Z\7H'Z;,$0IRTK$03A`Z M,%HRY1$DV5&?H_"!J$^)08$LPG<#$@0XVP-1;.WA5T0-D%=ZB0.*6+=3L`9@1LD? MF,T;X6SA0$@(-PO<,&J53D<5XB_*:&EWO8>S6K6VVVT4LN MKHQ7NE;;!'BZ6.7#GACUFT%,T;VM;7U?B;L2]2UK8? M#)D::[-@'9.,"4THH2D(Q>6+.09QP+LKWMJV'=L]IR"4!FTP(1<]B3J[*ZC'#H=*R#RC"V\#DYD('$9?0M5CQ!\0:[/G;*NUETCLO>4$ MNK5WA=(7L5KC>E5-"R7*KGIBS3G`;:2"PF`<1*B[9$E:SRDZ9Y(>%*)2M4`2 MEB$HP866&K%UTAFCYM&H(^6!$G]X=8?!);*`Q]#,2QULHG3(WR0N&S1%((PQ M.!4VB[.ZD"=T:(I8!&I$)+YHU!1I8`D`V/[0D_U:D*2#6GM%J^AL-^U@*VTA M$/2J+UQF<5LXQ*8S..,#/*W"D$$';K)EC5`W(MM9G1R0"4JR0DX-\9A>!!;5 MI]H[8FK=2-<][#);5\YU7V&?FB,'V37ZN<450=MD,2$O5 MY-*3FHR7).>84`(#,Y5H/6PJ44[2]A2VJ=V;O2[%Z]MU7Z`V9&*LV`D[F5=V M<%O4QF9M>Q]WA+2U4XZ/4ICJJ6)CB3#?5TZHD@K)XD_@$'J&I^WVEEY:1S^* M0:ZFQ@-16/7<4N"I+&@SZ3+:QM^I9NE$KBMC5U*DY*;+O'G8LL8?`>0D7)S` M9`H3E"Z8R&=-G>UU?NLNN.JFURF35G;]+;?B`WUN]U"Z2IZ>(Y+54>8I2TU_ M9#!((C&EL8G3XQOGGHT!65F3PI%&0C\(2Q&!T.X#VT;D[<(Z';[OGU12>0[! M54VW)%&2JGR42@+/"W14I;2#)"^.L0CK!AT`\(%*49"!2N#@9`AX'DL0!"#! M^R>G5VZ@SNK8!L6PAKAUMJGJFO>.'K0+UI*>MK?9BGEC0J)%`72;U=$HA+'QI9WY(/`@X#5UT[:%T)=*:"W MC8I9!9Q`MD;G7:_UK6T,26&]7*JM%HP\C>6-7%0P4EG$4C)8SA%&I'-5E5XR M\%!$(67V M$IE2G%](5S*JB4NKN(@KYR@*VCR+&'/)5[SVMU9RDK4H;EK'DY;ZX`HD>X$&NJ(MQ"N1)S<&^4,`1Y`$67`66W5Q4@4V9.J0Y`E.&N>%)JTH MI`BQ@)RPX?@!Z<9Z!E'27M[61O3'=FY)7%BU?"DVIM&2K8ZTDMB'3E,J/JF$ MI_/D;G%?LG"98G>'M(+(0%-YHTIIXQX\&@VC5B=Q+:"(ZE4S-:]B M]G6`DEBJ%+;)42MIB;R.&1EYF3PF/=8W%94N:3AQN/JSR,J$@2S#`!*R((QA MQD,HP[MEV/<$^I:K==KHHV^K#NR['JB6J'117:$1?XG(V%K5O:Z5RY#:=8P0 M?NWRU,[H:6\->7,HP3.M)P#U@G!0PUON'7%/5\+16`Q7'6MGQ]38TEJM>V1Q M//8Q/HQ+8FTM;LZ8EU>61#(;)V%F6E.F`-ZP90RU9J=25G!2A,H)*#=VE>SU M;EX4SJ-=3%L!KA%&7=VX7_7N@V.=.-O-;T[79'5OT4?`Y(H9JBD##&C79X$6 MC;UYJP;>I4'E!$<5@61!"U5':1V.0T9O!<;A)JN32+MW6)BMMIZ%3N\G>+HA M+B=+S(4CE+>ULD3<8;(*\4.J54,;RF>LIR$Z%2:;@("\"$&CMN4PHJ%IJ58Y MS6*/[U:=:,UHGQ!D*DQ,CKMEDIIXHNVSPI\C[0WI7N2LQ`'A$6@4+RC698C5 MY,"%44'@;/37MY3:E8'14OV;MVIM;7[9F"H+2IBM+"!8SQ/7"JGM:TI\ MV5]`I>EK*"S%2G-RTFN9V')800[+ES8H*LA_4Q>#2:KEU>5C+DMC1F0/2(T!:A*,L>"/+/R#RC0" MR%BP3M?7+:UP2ZN*KLNE)W`*UU__`#06WLB@?9HRT?45,)&8QTD#Y8BN50-B ML-CDL87)SFE7'@QXY^&\$&)TZ0[RQC"%BS?M_P!I-^N+%MU3DFBNQVO;I;N* M#>Y;5R"9$26OKB5(T#C'85/J\E\9CLN:!S=N&7$4[L]\88LR8ALDB>*U'*D;;#S6$1:@;V`\]*G\SPFX`((L8#`5WZ&[,: M^;G.&@UAP8(-E$ECPRKD$28'`E]0R216/]`F0`^-NJ,/EN33+T,H;U*,WP`, M\E4'!I99H1EA"M,F@ETJ=^B>W%+ET3KK8$^_`ZV@42I0_FP@-E+907$&`0WB M/Q]Z=8I-*1P9V)J@Q5)GUG;9 M.@#ZH8F1Y4''Y"2,>"QBP&LME=N"U(#II0&]3)8%:VO1VPEINM+,F*R#8#Q, M8#9[*6L-60FT(^Z09F*C4E6DH3#FU(0I6FNB7`3T_C*&6(8;K?MNO_NS^A_S M):]^K?0GY0?I[UBU?H;WO_FW^W7D>9[LOI#[.?2O_;?TCZOY'T__``?^Y_\` M6\",[?G_`..G<_\`O7;#_P#XN2[@:E\!P'`#P+S1$XPI,)-;@U!9NXUKJU]IO6+M[PW:2T*IF\"G M.T:._P"1H*0D4DKFP*7V5*G+(XQI`U)IRP.,C>&5JDB=>20XIT28IS(`,!^, MD!&8&"^T/O#J-V[>Z>_;$.-@A2*0V+P2I5+4\@F+Z]#F+@ MC<$RY^^FG92XJ'QP1KQ'.0%JPQ4(TX)@AF9,R+^(6<]U]WW0II[GO:6W+#,[9/JO0?0^'ZP6@S%4Z(F826=0FJK: MKT#G!6T9DM9.4,9X;K8RNEH2=)B72Q\F+Z[2^=)%TI9V=N1$HRTC>SH3/$ MK4#P5C`9V[FFY.MFT^KO:IINH9?+E4KTOUK]PENGRB`JXZS*WA8=&EQTFAJP MIW=E+RP(S6LXK(%!")8/H`82>@\A`$ODY[Z^E4_ERG7FP7*ZY7HC>O;4I_3> MZ7:)U^EA]\TY=U&LSL%AMJJ#Q2TG,C@4I=3D@7!B5.A"9P+3E"6I#"R#$ZT( MZ(KW%-=J`[6U(ZM4]8RFM?=1COVBF]NU]C;SL=B6_59EYX8II:&L MJVLTT@G,W9<%<()I7-HW9)ZV6L\F5T[*')_>F6O MH3([!.2.3FYF!:'`DL"L`6YT!ZJ`0><@><"$(6`X!@0LYP`.19"#&C6=1 M.;:!(K!P+;[5.Y^J^A=FZ\Z\6>_Q>>T'L_4-EQK>J=,%V$%5,C8-D&E,RO<3 ML6NC:S6O$B?Z)BD49B$^4KJ#/KZUYPW!.`L%D\*9J2\:I:^:5]^73M)N1K^Z MJ]CE^OD)U%EKO*7AK;+HB]46=-9BHDRD[[,#^QPS(:\M^32W4"+_`,T--3`\ M6"1F8"J=FE^U"[?VSLLEMG;F:_+E5E=M_8J'3.0(WIWD-9QFZ;5G"9CK*G$9 MQL(PIE#H5$(:2[OZLM*J9$N'(*?U@>09P8&J<-M!37.T]<[OQO>K7#63:@Z& MR<^&)-?FP]_JBL'NC:1JVK:_B]A,\/KQ="6B*[-*`.;9AC:D+DT,K<6>8OP4 MD\(.!2>\/MK0NXL2U5M$RN->X?O\H1VJ5N?)]42PETU8+4%SBQ%,R=Y,1941 MY=;;JE3/2EX$W*W#!"G:M[';?*-K=9&&%:KT/N3 M"MXFQR%SE4A3R"62>6NJZ12M<\) M5:5ZD+R[GGNS^L?O,]24)W!Q4F*#%?C\H01Y,Z^'T\#U?]W'8;6[=5=3E803 M:O3U)0D1U%U376A;)>#LW<@MS5>!7^TO=+1,I-!@3N?))J&RB2&9(<=B-DNY MA2O*@C'K0N!JYI5W+(+HO:]0U;<[C`-E.W[M+JG3],;O4@P.@YHA83&SZ60# MF0&@*9(*(+BE243GE*C@:.=WW<^C]A(1VZ=7:!D9EF1'0'4*+4/)KORQO,<:+1LY8CCPYT?!VV4( M6J4YK6.JXZ2G:%+DC0J5/F'CPG`5Y9AH;?UIW&:6H+4S:34FTGR(7:4;3.B^ MQVD2^&OZB11VKM\*:U-1-A99V@WH>Q-$V7%=*>VC644OV'KK!5M"B97G1C,X2W&OQ;N[1)P(6 M*K0EPD3*-Z"0J:0$*%:D1PL$AP:&+=U-G=;NY'VJM9)')[68:_WQT\MF;U2Q MPRY;7#.+/O#5JP7-`_DOSW/T\R..2BNH''&BTM6+O>T\87S M9!3UMND=*($M0MJ92!(69@)RC(T04P:VZ3]R+4;3WM@Z/:W6P]ZY;#FJ-M-A M(-MW2QRM,\S&'ZP;),TZKEYLRN)^8UIR8M)&M&ZDJS#V9R+7',ZDU*<-.!28 M:G#"W;F.T+[D6Q]8ZZVH_KWHU:ZR&U'&%"@E;V/# MUL,]?*D3-AH4IW18-ORRK$Z;"G`@84X2EA!SN@U,MA2&#W.YVSK9@P981D@ MP&[O^HFOVC-G-[(E;FO%N0BY*\'K'1D!-D<*7+SB44LKV/J663-2]"[MK0Z) M!$+!A$28(CR5)0L"+$+H+`0@9X#@.!Z@NV!W`8[K=3%&ZWWC%LEJ.&TOL1%7 M6O90GFSE&JOECI,#"B71,A.>%R(L9HE;?GR@V+U"D^@6H6Q_?(@-;;AT,/7; M9S2.]J:TSF*]_DJ-K?G>YQ8>X'7#H0;%C'YB/@P!C9G-P7(R4@1I`'A&(H\` MLAKUV6!ZI]OSN)Z-;)7?N70(TK8=M0Z74=$Y0^R6,5'#SZ5/@%1('!Q1P\`I M#.K$FLQ^9E#JXK8V/,#!*)P"+1]P;$29>Z/Y[RXK%2$'B,+-" MM=V/>*JMW-8:*F5VQ36A7W.V>XI4WV1<^J*-,FC-K:U)X>FPPR:ZSF4DJ-'V MR\6$ISA"G),.5(VY"H&:0W%JDZ882&Z#;OT12&CG9_AH]H=4X1-==-WK?NC9 MJ/6NQAF\D@>OE@N:W+DX0K*:OI7)FBTW*)#5%-9D15)I&W.:A(/SB/`8,D-= MNV]N5I967?'V>L,%IXA':[V21;.5];R?95WE4G46G2=EQI^6,[+*T#WF33N5 MN$DLTM"<2-?ZT\DMJ@S"X[`QJQ"#SK;!R-TEMX6I(WB1-,K5NTW?U!3]'UR= MPCRQLPN,*9"XZ`!#T6;<7[H]W2]S.W MSMO8MFUA#J/34WKWK]O/0]DS.3U;/*7)K1_>4]ER*LCF8M.;8$-7P]^$OC!T M<.UM>V",V]=&L/Y`Z[V-`\2Z/V M_"=<[G?9:H=)ZQ6Q'WD"=(]Q;*95C[1@0!-7*?"G+3Y)Q@H->-4=G-:M>TO< MOU6M#8.KAX[J>I3DN'=M!)6SC5D33'RYPD;=9;9EM" M:V)WYA5LPRU)"P/\7E!=.D?<$TPU:[8M`QVSX[KS?;A"^\"Y;2S;4:8^O2F5 MM.M3S3^*Z03Z#!?Q#1`LJ!29.2L:T#@Y*52DHC`5Q1B90>,(:P[3RW7R"[R[ ML;V1_>-IW<3OB(#UK5(6RV7:L=EU[KHZ^L)QDVMCOW$ZX=I<>XO]6S M&@93'CS+2=WI!$&=KF(YA6[&6G,+:2!J2E+6F)$F+.49"$-']HNX-++5[F+M M6[#?M8M^@H.Z,Y;?L?V";HS!JKDX7:X`2,%XV4Z,D=:Y5-IUBNB@%F&OV5CB ME$'*/S&T;/L6 MMJ_98[&'Z:-4#1V2`B0[/NV=;UHRV3J!#+&5E+E"3=ZNT[N?`+,KL>&UT019^:\IFT0'A6-,C,5H$ M&!&9`0/&`B=]8_AWZR^P9/ MSG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V M>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V M#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V M)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZ MR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\ M!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\ M._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/ MSG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V M>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V M#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V M)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZ MR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\ M!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\ M._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/ MSG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V M>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V M#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V M)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZ MR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\ M!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\ M._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/ MSG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V M>_AWZR^P9/SG@/V)^SW\._67V#)^<\!^Q/V>_AWZR^P9/SG@16?M>=O7\U?N MS_*)2WN__=4_+5]D/LQCZ$]PW[,?YM_=5ZKZSU^QOYF_^^/5/%X/M!_U'_U> M!+KV4_\`">T&_NWP/^JG<"4+@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@ M.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@ M.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!!W_`&X_\\3_`&[7`V"[*?\` MA/:#?W;X'_53N!*%P'`TNJ./TVT0B:2.#.#O*WB8RASBJT MM&ZJ:ZC&8]`I2ESY@18-3-RRX$#MTZ?P&-8#/D!G@0KS/=G;^.11S5IKIL$M MY;T,:8U2@#@:ZI`2^+N2ROIVFP#*?.$HW7+>2[@P/I_2GB&#Y>G`P!GN);R! MP+(KXL`.`XZY$+'0..G3KU%E-C&`_P#'Y.!+#VQ>Y9:EKVHW:^7TY))2KD[> MXF0.9^J%(7G#HRMYSHI9'K).<%N6%S$0<9Z\#%:[:^*$B%]#UA?!%F8](`X#@.`X#@.`X#@.`X#@.`X#@.`X'Y\8/'Y?B M#X_#X_!XL>/P=?#XO#UZ^'KZ.OR=>!^N!T'%T;&=/ZV[.*!K2>8`KUIQ5IT2 M?S3.OEE>4'(_\`EQG/`J'TFV^)O!]((?&[!$-J!ZVG\3F` M"?*L8F\/F=5H0)<>;G)?BQ@O^+Y/3P.]P'`)_MVN!L%V4_\`">T&_NWP/^JG<"4+ M@.`X#@.`X#@>=+NG2Q/)MHH]#W!44*+0*MXNUR'&AA M)S*3*(0[FG8ZA**)"(6,=`YP&G<(W%<-3X^Z)RZFA%EOUINB1QD2R=A`Y(VE M_K]&"%S)&@2B0&@-^DY.@]>R,7A$$1N>OBSZ>!\9OW5)+,H;*HB#6ZA&(F^-)!KFG+JB.1Y<$81M@0>LI/.R,OKG&/'C&>N.!U>T+2,GL?;.*V&F M;U6(;4"9WD4@>LEC"A^E'%F<&1C9@*/1C*Q6IF.![`>`X#@ M.`X#@.`X#@.!#%W5ML+-HQ^U=9*1LDF/+Y1:DMCMDM[9AL<5)K:F@1KVT(', MI02J&@'A4'!P,?P#SCT_)P(P8U>?<):=`8[W(7?;QPM",M4Z&99&N,P@3`U1 MEPK]!8!T8=R6Z8QQ6AD9SB0W@P<67X"L&#QX<]>GI#7NO.X:)\LN\!SCN)V7 MJ`VI[,P"LZ^K740%L)5,%?$*)V;,NDICL:.-3K4^%X"!EJS,GYZ>,6<_R!(C MW2=ZMHJ1F]+UCJ[8"Q[<*,HA%M)LV[#8V\ASLBN4$KA,9`Q>HJB%!32^OR92 MI7F)"\EC`F4B%@>,%XX&U]=;B6#9_<^KJN(W.LK-=+"TR;+K;(N02WFMISR\ M$)51+MAPP2)7D10#A`$'S?+ZASZ.!?T=I%FGW<0:[[IEE11ZN*QB[RQ63+F1 M.!LC\_GCHW.#:%C80I0%I'X]G`I")S4E8$0`P&`B'D[IC(2P\!P'`GAV6(R$IKB$IN:TQAQH,$Y-"$&<>'KCIP*5%[ M3@4SD4CB<:D!3E(8BTPQ\D;9ZBZ(S6MJL)`M6,PD(#BLA-+R,H8!B M#]&/;44\H8^-87],N38XO*)"$)HS#FMI4M:->MR,`!$E$D*7I,#'C$'(\F_P M8%X1>$-`[;I#8V07/S3+8ZA#@U%YH$_K24M46:E#,Y='7L6^:P MSVQW!AO5WJRD[CK6SHDO4(&=#)IM9`ZS41RS$9;@W@CC@\L33`W%@<##2$XS M$4D6*$I8<"-1G!@&@M-KJIHB8LTO)0V@)QJ&B:^(?!N\-4M,P=:[HF5UY(ED MF#+HXLF);>VNKX0F:LEJ2E"U.D)&L$`&5`1A<-':<6]5ELZK+GH]@?ZTUD9] M@:TK$WZ?4*)!!J.G\:@IM;1-V2+4N"G>4QE6U"C!ZI&:,D3%'&P_QY.4J@8" M5?@.`X#@.`X#@.`X#@.`X#@.`X&D[MML;'K=O^%O\<2-\+U\0QY_D22B4K<#BC3C8#XRH'UDJXEZ5-120JR'5&L M-`2UFY+-RJ0JB!9"<0('`[FREUOJ;5,%PU$ND\<=GN3T<6R8=X[B)RHMLF-U M5]$Y(RN;!8T?,%&G!7'7A+*C&0X+"9@-/H+LWL"^,2E#/)JXPK M#'0NPTO3R44':@R@G8&(W1)&=@H"<-PV,+*^3VEZXRPI5B5H1I2+`6+3W1IP M8W^3G@4Y1?\`N_'+9K!LET:G&$4^:*IF,UB+#$61?'JR3[(U$@JQOAGTZ5%% M3FH643N3&%:)`C2*G=:6E M*6.BE,G+)/<592$A*B*4KC09-,"2464$8LX`$(>F,!W^`X#@.`X#@.`X#@0= M_P!N/_/$_P!NUP-@NRG_`(3V@W]V^!_U4[@2ADGK/%):WQ-Z<2%;E,49#,!.-V3+@A5Y+\:$SS,9ZXR'@:Q6GL1IK; MMH7(AFFFVPDRMZ,5M5S)D%IM+(I(B=F)$[ M\TOH40;E(&K/>B#"U!P"PC.!XO$9C&<\#8.$U-VO9+6EH6H7K1-2":K<(DTI M6-#9KU,#;$ETU0>O1.$0-PCME.L=?98YK!%(C4!IY0DRD\L)WA"+Q<#.B;N; MZCZQ1*&PB"4'9<>22/7*-;21F(1"*1U)E153LUORJ32!]7'/B8A(Y0EU8@M3 MEE8:(\]T6IBB,G8,\80V;L'N+U]!+FJ:ABJZG$DL.U:^BEC%M:!SA#5B*-,N M=PM3-2-*B"I-]7!D6,9SD.,A(AP'`4SK%9]@5JWGKI84A66]U*Z=$4K>4":'RG)(_SFRT4WJIV]:XXP$[.`Y"(K(L""/'3@=J(ZG[>:B3Z]<:\;? M:;P.O[>LU=/&R(3]E*D4F;$?D!;6EJ1DC5#5G91-I8"_+(+'UR'T<#\QOM>E M;.6=?ET[9S6P+>M*S6J+Q!E>Z=+F-2PJ)L;?%R&!7A61*%,8&_-:U:3A7ZJG M(6)?++Z>GQ^D++K?L^;_`%*R2M)36&Q5))G>LZ>QORIP(=/5?-3J`J0J,'K3_."82&' M91H2IEDDECBW7(0UL\WB$-CSA&4[:\/!2M`QTQ850*I+E>OF9SAEZ87.OFKA#;!>$SA:[@TJ6QR[@->&=KDQ\^1',B9S6[-MOC,$H3)C!PY(`TP.#2S$ M(;IZH5+,*ZAQSA8C%+Z>-E92?(3-!$AG$ML%Y,$E+DLP;F=8]R:9*3 M!M[7>02A*Q.#OZQAEQ*2FAY<L-I2H^0^)CCJ&%OKD]-> M70N3.?JS(H^@#V<`W8`3LB:R7)`8H\`5I&1A^A;!4>!^DT9';$"`]0MH2OLL M2CDS6`N/-:R1RN(%'NRX2C#>B-!*(,\(#21FX/3J6T\!H`9+SP,LI529:F3K M42@A6C5D%*DBM*:6H3*DR@L)I"A.>4(91Q!Q0\"`,.!]^`X#@ M.`X#@.`X#@.!AAUU[IU\D,XE#M"TZYWLL#>58/G.T@^BYF2U1A1#6XB2,`'8 M+`[)T<94C2EEG)A`P'.!=/,P$>`TD]:T!@9I[+ MD3A$L2B"7)]G1M<0?$:AK8XRUQ.(ML$;'R$)T:I,M:7!\1L8'5(^@R2]@&J\ MXE05X@X"&X3&R-L;9FM@9R#$[6SHD[>@).5K%YX$R4K!1>5"]Q/5N"Y2(..I MAYYIIYP\Y&8,0Q9SD(^[AW*M6$W`_4Y":#!O$T/M>$*[&5L(BD*C+@0^M02!=1*L@3!LI3.P<9MMV>HZ!6RM$N9V MAA>E,(+=!N,A;V]R8V)Q6KUQH4R=O/1!6OY'JPDPC` MX#@.`X#@.`X#@.!!W_;C_P`\3_;M<#8+LI_X3V@W]V^!_P!5.X$H7`:$!@\Y&`.1"NJ=#E),(6%- M`<5\!\&X"58@B-2R$JB&S_W,8L\#-$&[;]-0*UT5U-]F;+/D_3E, M*->YS"])3*4\@:HP6<4PLC^B=@GDKV=L+/%@LG'@Q_/G/`D$X#@.`X#@.`X# M@?,XDE0480H*+/(.`(LXDX`32C2QXR$99A8\"`,`@YZ9QG&<9QP-6WW2+4Z1 MN2EYC&,8QZ,8QC@<\!P'`2 MV<-T_@$LD,`DH')9%J>E;`YKF-]C$>(^D&5Y*.4(,J"E!+H2&[&O_O95P1N9 M[OA8JDLU+I*UJ)8N@8&%[L)` M1$D%G0-PE[6G6)%YGJ+HU1``O&)4KP7D+6:*"W9ATB6I88>VF,#K<T6LPK`("7!`@C*,#O.=;;KF MN,4MAHA\H0SU;4::#6(B7613+I9#0G>;.:7.61VMY04B:X*J$R@`:]L9KL'! M1C>6-(>>0J.+3DA@ZUN[YKUV\IG;<,W1V01V1.2AQXRNJ@JMM9[)V"P%*.0) M'Y)+ZZJC"R(P9.K`%O5(G9[51,I<0I\DUN3FHS%:\(B;D_U;,V6*EB/6O1%( MA;@G&!;Y3L?="9L<5)'7&"CU%=U-&Y@6D%G'IR6*2^+T],],XX%K:L?ZAON= M[66_)JO:81H;7&6&M3K')7.%;[`R\"HE/+6F,#91>1?,:.\['TN`[*G!>`]` M>'RL9%UP&R4^_P!0-NWK7;,2K&XM:-6[Y%)H"[6(Q;1I!S:F)ID:&+A` M7!D/,SGI@GKZ.!.JV.;:]- MR!X9G!"[-#HC3N#8Z-BM.O;G%`L*`H2+D"Y*8:F6(U1!@1EFEB$`8!8R'.<9 MX'P?7UDC#,ZR.2O#7'H\QH%3J]/KVX)&IG:&M"2-0M<71S7&D(D"!&G+$,TX MT8"RP!SD6<8QP*0YSN'LLF8H:Z2)L12F3>9]!L9RC'KZ[!:=>JP()0<"\@!Y M+4JR3DW(,*!)C0E^,18\8#6"?Z1UK8RX]Y>Y1/$`LRU ME4Q+DBN8FO"Q3!8X95OC373<0JA<0<583A"5'(E`HD MH2@4#Z^:E8'!EAY!*D7BRL.)4J MBLGX+.\(0J=&T4P4.U3)HCTBEDA33*1J=>=98))[_N M1N'XO"`$LC-=('=#69)N?2%3*UC$B\/\63L!]/`P(MO7>.TE[T[UWVR(?`TL MC81QLR4;E;7P*OI6KBRG(QC:%T!H"&;0.[8UJACR8<@,=$8LF9\1A>1^G`1Z MV%OSOC0NWMEU4;J9V\Q6TVTK3=F2R:QNWKW1E/T.L)VL&)1:+ER)11)+F-Q8 MA5%D*D8VX!!B7"((<"]7"`H,R1?O0[`QX],&[NWH[N3.'_U&0ZM[&0*VG`H& M,_QGIH#;TU(0A]/E)U2H\7R!#G/HX$A.M/=!TNVGDJ:NH+:HX7=)Y'G# MH*[XW(*3NO\`AP+)V&F!V(@8ELS3IP@SD:N/C=D.`^G!^<>G@2!\!P'`T&_NWP/\`JIW`E"X#@.`X#@.`X#@.`X#@ M.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!@7:=SEC+K5?;S M`U\B;)RT5#8+I#%T11C<9.GE;?%W-7'LL3>4W.YJ]S&[DDA*("F.$:(6`8#G M.<<"/ZSG3;Z6[.W9"8;/Y_`JG'7R=YA$S2Q!P4M,?=&".T&_R%A6MY+>I5+8 MU)TJQ[Q&9$RC,?5,B42%J7)<)FEJ&<&RT&V,=*_67('99*]UY%ZAKUBL6;WA M.SVV-U*V,:2)L*MSR6N\E,QM1I1:E0>N&4L6!&ZI7,H."4Z=$$T/&?W1?]1# M>6VSC(:?Y?KIJW@2IH7W`W84QK8*_$/B$4KX*E MCDGS@TTYM`8)+D/-ZWM;>U%GE-Z4M-A4I-6K3<9&:J<5R@>3%+@YKCQFK71Q M5&BR,U0H,-/-'G(ABSG/7@=_@2+=IE1@KG.0DK3VN06G("P]/0$> M1S]%@>/EZ@QU^3'`Q,<02H(/2J22E*524,A2E4$EJ$RD@P/A&0I3G!$2>49@ M6<"`((L9QGTXX&TVEF\^TO;H?T:O6Z2XE-+Y7Y5S#4"PWQ>*FY"F.'XG)153 MD:%P7:_SDX(LC(4M)8X^J48#](-AV/Z4`>T:@=I*&[N&NB-PJEV`1!5CT?#] MJ:8G29`CMBO5>(ZN4GU/-8BJ02!F$!Z=S4A@E>1FM+TQA&<@4'@-P((6XW:+ MWDN)KYQFMCP)WG4`@^L<$(GZ<)K,K1S?IL MVMZYZ+^@$\XKB'.A*EL*"80@'7/T=V::VDYEAMR1MK1*PQU M2,2^<7,M7-KY$Y%<"YA>F=:I7+@DC)BDHBS$>484/)B-B"(LTD9)630[3#HM ML5&)2WRF,WBP,3@ZUA,X%-ERM9.I>Z?:>3R2X'>,VK%W.0JLN2>25.GF3+]# MMQR@+0I`2X$&D%&"0K4H;!ZUZU3ZI[%6V5-G*+K7654ZQPJ5(6>863,P-GP00682+(\!O'P'`VQ>TK#FQ>K:G$I*XI34B@:!S0&IU[M M\'$MD8W!Y0`4*6S"4HXU07ZLV&`#8JM]8-=V:;-]FP5FDH9!!Y-,B6Q>?-K" M4L1,D=%]@!FBI(S.KX9'W41SI93VG4&A(-)"IQY>,X,2`\L-LN!C6X;BJ_7Z ML9IKJ\9%$AF,TDRSU-H96M.(!6!&""$U2L6K51Q:9(D3EG*URLXI M.G*-/-++$'B/[E_>PV[N6RH[6L0KNV]8=07IM16$BAK*\JJXVOW/IMG?RTEJ MQU%9C&XB<]:Y47#LX5ML71X!),Y<41CJI+3'*4!`3V=DVT*=DVGC?5%6MU=- MCY1A[!')>^5K%&F%-MZ0V8Q]/,J*VL7-+822H6.FQ%7+$KF^&+!'*D4T2OS8 M!6C2/R$"DYH<"<^).[1YS+R2[ MQI\1CZ#(7-YZ580/&!%FA%C&>!G/7O>W9G1(U&U6&[V)N-IPCP62YIWLU3,] MN==&0H7](^1B1"QEWV=K%B39R-6T.GF3I"E+\:-:[X+"BX'IMJJUJWO*N8;; MM036.V-65@L2.2PR;11Q(=6&0LJX.(!@1%'%#P`Y.>6,HT`#0# M`$,@IY,'@& M#/%GIP+VK;:#7:XI*W0ZJ[HKJP)4[5+#[Y;&"*R=M>'1?34_5JT$+LM(D2'& M&GP^2K$)A:58'&2C!8QZ?X@>(,[\!P,455>M.7B&>"J"RHA8WNNL%_J>QP1- MY2NQT&LV+`1F22!RHA.,1S)*V,MP(RJ0J`@/)P<#Q!QXL<#'=2[HZDWS/[2J MJF-D*9L^QZ3-/)M>%PFP(X_R"">IK36Q><_MZ!><:F1MCH0-(K/#XB4BL/D' M"`;_``<"XZ\VBUTMA@EDJKJZZVE<:@J%L=Y>_-LK:L-4>8'QN.>(]*G-P MRAL?8=*WTV8**^1L<1=V@Y:1+'IUG*8;0A2-OK2A>X]"$P#3!!#D,@Q"SJ^L M&`MMI0.8,,SKQX:E+TU2Z*KBG]F<&]$-02N-1J&O*K)YZ!4C.(/(#C)Y*DDP MD8`F@$#`8%J3?+3&^'R+QJGMG*7L%_G!!I*L[D.B:!3/ M4BS:2I4YU5284,M')DAZ$UK+`*Q(!QRP%.$^4T,>0+`9+RG9M,842]U/8XBU*,J5K_*W9(WJ7=<@C,<:DZ]^?U# M:T(CEBK"1,=ZJD*&<;X"@"'@*[`K#@EIQ=#-JUF$)NZ%]8EJ MIE6]0D4@"/(B%1!A0\!,`(.`MI->=/++H<==$UDQ$V M]FB`)K5<:EP\I<3M+6JMY+CJ:=CCPAA7BBAS^;A%A<$&4_K?4KQ>9C(2#QIEKY, MU#/(U30KSENV6O.'.0TSN_N2E./R'FH:G?DHT3&DQXT;N^)CW,>3BB&W)80# M9SG.D/_P`WR\#O&2`,WLO8:Q0CP:5/-C+=7H#NO7!C%$9!BL(_X1=< M^(GZ'@A0@9^3H+T>C@5'Y,_+\G7.,_+U_P#D]/IZ\!UQ_)Z<=?%GT^G^;/HQ MGY?3P,J:[['W'I1?4:VHU[\:V:1Q,G8[(K,:_+='MBJB+6>M/=42D0O&E)?R M`",5Q-Y,`(UC>\`S_$C/6$&A_1@UJV)JW;.AZNV-I9]S(:SMN*(95&EIQ.$K MDC"?DQ*Z1]_;_&8-HE,6>DJEL=4(Q9,1.*0X@?\`$7G@:DW?6&P#S8][JZ\# M+F2'SAZT_`^NC(ZH37200"(/LYS=C5`6YQ>P)D+L>PJ6I*Y@R6B$XM@U!2<1 MJG(.!9+=4.U]>15UM!O9?MW;\KCU*2&PJH'(B$=7^\*.E'XL%DG9R$(_"'QXQUZ8Z].!VN`X#@.`X#@.`X&L;I0+]+9'9#E84RA\ MO99B%M2Q1O/J5K`^0!M9G4QZ=R:YT-R+5*G.EU/2E8/3RN3@FDL]P2=C M/4-:OK]Y85SD1ZH&#=G=>8_LS5RZ".KB9& MI4V.!$NJ^Q$J<*EVKBR6DH_#%*48:9^0K5=3\G\'EXN[:8GIUZ]? M%X\X]'3ITX%AG&<9X'6UKV16=M. MYSI^%2<1HS=\S38V@@Q>1Y9->+%EBY.VH=NH,W@"(ICACL[J"$MGMR8($WJY MH)(`&#TCCA8'KL).*4%%'D&EGD'E@.).)&$PHXHP.!EFE&`R(!A9@!8R$6,Y MQG&>N.!].`X#@.`X$'?]N/\`SQ/]NUP-@NRG_A/:#?W;X'_53N!$):31=DT_ MU(FRK%K?;\0JRQ#NU34C;],R&.$RP+VWL^S,,D$TKAC.^T;*")35^B(3L)G+ M);B:U!-PJRB&'&#`!<.Y=U[&0'?/>O6[6*]ZMU_#'^W3JK)J)#/F^(Q:"1ZW M)7MHDC#E`C+":8\1-H:WV?&7$3"D&8Y!;XVX2;#L5A&,7K(0PJB[BEV6DDT: MKRZ;HO3MV5)LK6F_L057U,9E%IHI@V]U7VV;%JT@2N[AMR"*V54%>M+>[#AQ M2Q8F+GI`DA"Y2X*"!'C"I;==QN^:Q[@M35C7>WLFE+9"NXAVSJ"MZ/N<)::N MC;'5.PM(2$=LQ=R@PQ.I-D,]EO92>4GS-!&@P$QJ6,M:E$+_2+'B;E?JAP2S\?T1F2AX"+.0"Z! M%_9=J:3[O;']RQUT-FD<R;A>Y@VPI MGK\Q&_S0;-#8"0C=%9N4Y>%H,9"YIP(PR3VQV1RD5_O=C)Q-RK7*)?Z=[M\4 MW9QSD6ES"FZ[&J-OSTW0:3A<0A:$LQ@$71N^'1K5!PK:`.)8519.3P!&&JFK MS),E_9A_TWZ-34IV%.*,$%N@;%G8*_6%@E<_%UP2Q1Q@E,H;P' MJ5N2R$9SBE/'D(?"8$)VNPO'YM$-*K@D,_&I;8A-]YMWK1J52\9&A0YI>27E M)5;'(VWUWR0$162NZ5T>$*C&`IU:)&L:)H5'4,=K1SA]=TD=N%#8PZ[ M!+(JR5V!YD%JU%32-R,;G@Y0-O1,J[*T]&;A,(\P)PNV-=]R6A;7<<@DCE+U M:&MU%[3L\$U4M]_="Y2LDL8<*IBNR:RFB.LF6Q$H4'B1JV5W\L209N0J1AKCL[N[NK5D0[G,@AV\-[+''6>H M^T#L13&%3O7JQ,JL39AU@39?+6J1M\%2_3E;DH(0EX M"&YVT/'=T&JJZJ_:%Y=82W]T[5W62T8*O:FF'0^'5#=NO.7&1U:7$C3W MH%FM"^4D_3R2QUX6184[+L-K7A:D2F&E!(AW;*2(N:W]07"H=R'+1G>>G&F^ M+%U:N!^:FY\I24L2PJL8U8G&GQD` M@V'NC;[;&.ZJ,FP.N^\%5[,5"?94KO%EJ6+WR[16[)GK7.)RLI)6#8OA\CE]RW8XB;"CW9,@JJH(R[*DZE,`1I3XH;0!QD9H,9#^ MHLAJN`8#2P&EC"84:`)A1I8L#+-+%C`@F%F!SD!@!8SUQ MG&<^,3S(DV)"]&&9%Z1&#=G4 M[(NN>N!09# M*HY$TZ53(WE$T_2"D")K3J!F&.3RO.%X"6UA:$H3W9]=#Q]`EID9)Z@P6<8" M#.>!Z8_]/G,=D-:[)E6MU_4I;%+4!N'F7WIJ$IN!C3PUQQ*](K3'`/;UM@IG MIG@:8WIC(?M::<6+!B?&MS^@7`LTJEY^G"N%Z^H&RM:04<<,&>)0G& MWI!JO">JR'@6YO0;T[NEH$^'_G[>NKIOBZ_)Y5][.`\/3_ZWG=>O_#@6EP'` M<#HN;6UOC8YL;ZVHGEC>VU>S/;.Y$`5-SNSNJ0Y`Z-;@F-P(M0A<$*@PDTL6 M,X&6/.,_+P)3.RA>3T[4Q8VFL_?%[]/M()*PP2)/CRH-5OM82)\*/.&#)8S?/P7YOF" M+SD.1=>N<>CY.!^%#0TJQ'"5-;7\H25K\)>3##\>$KT\#-CM:-00^PH[ M4KQ,X5'K*G45ETXCL&4N+:ADD@AD`-9R)G*2&OQ`4&L$9/DR,"M6/&""AJPA MR+J+..!8E+[-:PWF[K&>C;8K6>O"2-)9<%'#W-`>I%\?03B.^6`G[45 M^O?F=0C(>VW*II.5)Q%`4"&'P\#JR'9W52$60HHZ1VW580K=6M M.H22VUSE9D`9I:(`)L; MQ(%X#BEZ'*)-E&M*4%>0>6K39+\E2`\C^`>!A%@0/1GKC@=GU5-E-ZGE.1E) MY.$_JOE%^K>KX!Y>"/(\/E>3@O\`A\/3P^'T=.G`U*AV[NE,L+K/,#V'I9^* MO1!:CI4F(S*&9:&U$5%9=T]P'0D+>(?VKS6>&!7AX`EP<-"`C.3,!#D./!,6G,GB1+<<,#ZT1AZ%A M$L.*\6"C2Q@S_P"&/PALB@;F]J1D-S6A1MK>E!Y29"@3$HT:2O%X_+R(HL`LE^/T]/D MZ^G@,-;:%>>Z!;D(7-2E+0J7'"1/A>H1$C&84C/5X+]8-2E&&"$$L0L@#D6< MXQUSP`6MM`0-*!N0@3&#"88G"D3A(&8#P8`8,G!>"Q#!@L/3.<=<>''\V.!\ MLLK-GKU:6S/7&,9ZH$OIP'&`AQG^B^0(0XQC^;&.!^LM#3D?FY:V[)GK"57Y MF42;Q^M(2L)T2GQ^5XO6$9&,`*'_`,Q8,=`YQCT<#Z.#:W.R0]`ZH$3FA5`" M6J1."4A8D4E@'@T`#TRDLPDX`#`X%C`@YQ@6.OR\#@QL;3L$!-;T)N$JG@53!!`3S%022L*32BB#5& M"P8/,((&<8028;C'F#*)&H,$`.<]`Y&+./\`FSU#Z\!P'`.:DS"N/Z6:8PN(1U.:'`BFZV-SK'?Y+.7`C&#@X_A-SU#?5T;&Q\:G)B?&UN>V-Y1GMSPR/*!(ZLSNW MJBQ%*4#HU.!*A`XHE!0\A&4<6,L8UU MPCUPV&(M&95K7)G(P1AP\/=+J5R`<(RL-%C`E,27M`"^N1B1J!?PY#R.;E]N M/=GM_JEBG9FEER>M2%(B$.Q%5&KK'H%R*\W):=0[2I`W)GRLE"K&,9PFE3>T MYQG/A+-.Z>+(:2$G$J2"E*8XE2F4%A-3J$YH#DYY0\=0&DGE"&6:6+&>N!!S MG&<<#Z-DH.C+^]HTAIA2^Q:4MVF6W)>C[#LUZR//A`)'"XHC!-9JYV"MWK]PVR38^3L&D59K,$J1Q1N^S]P[/NR$S!1OD'IDRA=3%3'J2! M],#/52Q80/K@Q(4,/3@>E_3OM4:.:.J"9)3-.HWBVCKXL# MP=Y<_E`%"B*HE.!_QM[`2T->.F/"F#C'`HG=4!F':]P':%#@X$@TIV3H;9=. MJ38\*G$#;9LDK&_F_)X>AH$;OKM9LK).#U\`_P"'(L9\..@2CN`8X%IG M&<9X$,-J)99VE>X#57=?HAF<%E#/DC%!=WJMCA/0LN"60Z)$DSDS:WD!P#Z+ M?U^2G@HK^`E%,42<[/0M<+``F>V]F49GO=;D4T@[XW2F$3GMB:GS6(2AJ.]8 M;)%&'^\M@W2/O;:>'/@.0.S4Y%GEB_E"/'_'@<?4W="UJ>DY M@2&;9JHKOUAEX,C$60K?X0U%[(5&N/QC."S%C4FAMNY M;MNWJ-:MMP*6QK96#MM(S\F%.%81_`#Y07;#W6$\=XXQE M(T;@U/#BM$G$'SRE:5:%3LEAGA/=;YAM7V_;F9GV6]IS=AKL^$,-U5%83[,*N+='9Y3(ZNS6TI=BD+3U:B(6QL MA(R9$I='D+L>4(1BL[(65V>K<0Z,VV&S]I;'3VOJG6/9]K.X:>V'1FR*3,[J]&+<)@L:ZS2QR9P>G(*5G-H'KU.(%X(1($(5"-$%)W)2R0_N67K M==$I'V14O8V_G;-@VT&@\ND*G$OW,<4#%`[.I7;FC4A34DEL.A\+<4S5_P"7 MI#E")V#'G!2Z*"$):AL*#T"]VF[KEJNV^UG!*HNB6TXR;%[V,%)7(HB'V3]? MD=4R"`RI>[-OGRN/2(#,=AZ;D)9#DE`0J1G*,>68$9@.!"SH;NUMX_W/VEBY M_MY;<_8;UVE[INM%R1N:.\./8GRJJ!9)&YT:Z/V6^+M*[,\:G#U,U/(C5&%Z M\!I1(A&$B"#(8PT\OR;WC9/^GCM"YILUR*;AD'?J:9#(1M,+AA29J9HU+(]" MS'1FAC+%HPSFKF%O3^6?A&G&Y&9R>+)II@AB#&7;EV@V8H_5GM:PW7-65))8 M+M,]UZQ(Q3AT4BDA62F_*NLVQI)3K(G,5,1\[0+GR0)@X-:4+@D)?,(R@&%& M9)"((;&N_<&W@C6KNT\HK/8:P9U'(GV1=/\`;=VO5R41N5/-5=P^Q)+E/,8& MV*5C`H9X^MG[!YRI=!CTPTS*)``M*C0X4"`8$KO:*V-O&R]P>X_2UHWM+KMA M-70KMVV16JB;'QI8O8G_`&!U72SVZ4\>5QME8T94853T(3"VX@K*1H-SDDK! M>1BP()^^`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!$FUQ7=ZO7F:AJA@= M&QJ=+WNBP"6%]#7*^-3`$TVHB1C$9('AQ6NUWEMIB16C$C(#@& M%`0I#PI$+(WSBKA,I2RUU/DJBV)]'I5)FA^.H!8XMD@2Q72*/218,M'*`,R& M+@8H;:39A&=G&334JK(7*D2]Q!?)FD]U=9DS$.>8-%53[&4U,GQU M*QXNV.&V!.38')D*Y3%)494CLL"0D&;(R4Y[:=ZNJ6`&F\\,<3:);R/]>.E0 MEU8[8ACK#[/;W9&SHZ2CK0O?7.43V10%]:JI85NX?=BD)H0^NYVCU]A81 M8,$,06F):,:ZNZ`K(18QY0/7YLM,P'&X)CD3@@6D$JT*]$I+$4I1KD:D!J98D4%"R$PHP(@##G.!8SC/`\^F[?\` MIQ=)]E#WR=Z[C5Z272Z&JG%0X52RI'6BI8[J,B-&;-J#5*F^/-XE:C/4U9%E M,>5^G(Q^>+T9#R`6KVDM]ZVWUJO55MI=EV7M&OG#%IKSM:YS'I'%D4-6(S$4 M4D=FG3)=%5^OY3J_93B`1,0(?6"0�&N&`9ZAZ8=6_].#94R^CI3OG?)<*9 M3<%J3=>=4G-62XGE#`$S#;/=CY`U)'XWTY\M4FBC.SYQZ<%.@\=!Y#TIZSZ> M:O:;Q`R#ZPT=`*;8E?@&\GQ5G!]IY4J+SG(7&;3=R&OF4W=LYS_$K=EZQ1G_ M`/7X&R?`<#2SN2,R.0]N[?)E7EA-3+]-]F`""/'B"$TBFYBJ3'=,>GJ0J(`/ M'3T]0\#9BC'U;**3IV3.0AC<9%5E?/J\9@1@,&M=XDT."H1@#,8&$8CU`LYP M+&,XS\O`RGP'`=E8Z]P;99*H$H",! MN28>LBM?M8<8'_%D@MGB2?!6?DR5XJ[UKA-4:LSUS"8I7H:N2W185DMU225V--&-7)*S<[`WD^I!@+6MN_E*-Y!F<^$>$LRB5I M05X++STZY\]EDB@`L?RASG@>QO@.`X#@.!!W_;C_`,\3_;M<#8+LI_X3V@W] MV^!_U4[@2A,85JG`H!(0+5*K` M<8,&9@0AXQZ5)*'/\..H>A7\/H!CY/YL<#\_0C+CY&AKQZ. MG_IZ3Y.G3I_X7R=.!]"FEJ(,`<2V-Y)Q>?$6:4B3%F%BZ"QU`,!>!!ST&+Y, M_P`N?Y^!^"65G3%*DZ=I;""%RTYS7$DH$I12QQ4#":H<%18"@@4+3S08$,T> M,F"%C&C?*3-ZE2 M4%+D/<5L?QD_8FF86[*%\CMU@;8M(K#D3%/L2&E(^\2&35>[1DBOG(+=9DE( M9`EL90%"A,MPZ)3L=2,!,4A:;5W$975S:F8YQ&'>PU94QOOZ>>ST;LEE,7BK M/=NQJ2%O;LQ,$0RB=(?$:YJDKUM2V86'C1D#.'GSL%!6!F);O1.!/Q\88H#6 MSLY-2FF&]S6"GDP2MSPVW9-*FB\6MJ`%F5MZU,*=R583D`]QQA-E,XQ\]/D1 M@!^:6%KPSN%V!(%D'CCU4$28I//S:^$PKEDTE2&!#5RQD1N:R`K90LK[UINL M9?\`1SVF[<-X>%I*V7/ M2S);[3K=9$48&QP7L<<0(9&WN*=V)`X%"E, MIB\&C+_-9Q)8_#(9%&I8_2F72QY;H[&(TQMQ(E"]X?GYW4)&MI;$9`,B,//- M`6#&/3G@1NI+;V4[@6?HS4A9)M7M05PAIGO=R614M)=5UM`NF%*;2VJ)JV#Q M$XNYI\^$FSY@WY*,`9@Y@9UH?+<@!O[KKK)2FJD#'7M(PPF,-;@YJ9%+G]>X M.4FG]ES-QS@;Q/[4L*1*G*86//'PW'B5.KNL5*AXP$`1!*`66$,]+!JJ.)PX$(:V772UYJ"'MY(`?QF*'&43A(06$/\ M8AF8P'&,?*0<\.CF3C/\`^]3F8^7&<8"O#MOUX M0$)AJC:AYMI>#.<_T+!0]`7!,U"T>,?\I9E`1B6,&9,W@:G_+>+`P@+RZ-Q823>H1=08Z8Z<#5B?W]9K:+:M%%&VM M6DW7@,(>4#Y-#I4X-CM%GJN2IU(AN32PEHEPY`0H+.1H$Z91Y9N!EC$/(^I. M0LMGV[L2%K'=!LW7T6I8AM6P8L$H&^N3K&5#>O0R%5-5Z;U9(I`>V MF9+*!@E:H]9\(61T-P$@>,X%C`@YQG&<8SC.,]<9QGTXSC./1G&<<#G@17;2 MX#1'? M#EPFR4K'01N.H2`\#5+9'<"MM2 MH?`MBE6A9J_K1H/SCZ6F,E5M<;:B^OFJA&^`@P,.0O2BR]D)+'KF[DCI%)P8 MP.J"5U5H_`5Z]WU1H]X1F`5,S_81SJD;EFU=V,N0A%A]D",B--"OQ"969,8` M*XT)2/\`]&,8QC&,8QC'3&,8QZ,8QCY,?RF(\I02VT'IJYLDZ8BWQ-GKDM)-]GG:`-A`3.@5*GPXR&O/`T&_NWP/\` MJIW`W6E&RVN4(D+G$II?]*1"5LJ;"QXC$IM2"Q^0M*,0,&!5N3*[/J1R0IA% MBP+!AI009#G&<9Z9X%V1BV*LFSHF9(99=?RYZ60UBL9(T1B91U_=%5?2@Y2F MC4[3-[4Y*U9\-D2A&<6A=`@RA5C*&$HT>0BQ@,@;S.M7`#38L1B$XC$ED\!=#1&@*;9JP,SHM=8JX&")'@)*X MH@S.0"Z8]&>!4(;9U;6,C=G&OK!A$Z0,"XUK?5T.E;%)DC*Y$%X..;W92RKU MI+!\1VK5Y<'46:.QX&&MT@E8%5@9E\?^Q*!7VZ5Q=XC269M$D876(+6L+XB ME3:[MZ^.+&41&507A*^)5!K8H:Q)L>9A0`T160?Q>+IZ>!8$%V#H2T7,MEK. M[ZAL1Y-2*EY33!;*ADN!KXKVXU2;U3B@7[-Z]H5S.Z89'=$LN>N$JM MJ>LJ?4L,[DF/DA9Z%URM_H?5S0@.\W^#P^+T<#83@.`X#@?,XXI.4:>>:600 M06,XXXX82RB2BPY&8::8/(0%EE@#G(A9SC&,8ZYX'R1+4;DC2.+F( M6H5R(\I4C6HU10#TJM(J(&80I3*2#`C+,`(0!@%C.,YQG@8W77A2S6DL5>YV M_5SG` M^W`<"TYM/8-6L>5RZQIG%(!$V\Q,4OE$UD31%8ZA-6'@2I"UCV^K$#:E&J4F M!++P,T.1F"P$/7.<8X'SF-AP&NXV;,[`G$0@L/3Y38/E9G.,!ZYSC@6+']DM=98)[!%;\I:3#C4=^U\C!'K2@[ MT)@B?G`3YE#V%M?5.6J.X/,"#*X_RTV!"QCQ]<\#M0G86@K+<<,]<7A4%@.^ M6HY]PU0BRX9*W++(G.$G4/&$+"]+U66LA0#)8U'@\H(\9#D77'3@4D.TFLHF MYP>`[%42)I:)$GA[JZ!MR`9;6R6JRU9J6+.*[$@RE12-24@/$6A-&%4,)!F0 M@S@`N@==GVNU;D(CP1_9.@GT25L>'I4%FN*O'029FCQ99K^[*`H9$?DEL8RC M0C6*!="DH18R:(.,]>!=D!O*D[65&HJNN&K;)6DH,.IR2`V#$I@J*:\J/.[B:6@RKQDKSLXP7YF/#U\7HX&1#W-M2K4+:I<$*=Q=,*A-B`]604M<< M(2P'+LH4IA@3U>$91@1&^6$7EA%C(NF,XX'>X#@.`X#@6(HJ^NU:V7N*J&1Y M2NGZJ,K9LI/;4YIDI50T"4N+'/GF!$%P&Q%HB0IO,QG!82PX^3'`XEE6UQ.T M;DWS2#Q>5(GE6U+W1,_LR%T*7JF,L9+2:I"L)-\SU`@XPLL/_+@LXT&<9":9 M@87YC'3T8]&,>C&,?R-K]VF^6UI+WJQ7=9QS M7[:.@5#56>^.S5FH6B0UK4\]&A\U'(-8*8^DBGZ[W>[(H`B9156]!:H>QM#N MG"N.U5;Y*LA94CFEJV,J3NMR[#6J\BFU\74_)B\@(4@CK(0+)+<@2D_P<#:?@.`X#@.`X%G6'84'J6!S.T;,E M#1"*[KN,/H=7Q[=%0NN"D;RY'X@C2O4FPVG8SEI*S@)-.`X#@.`X#@.`X#@.`X#@.!I;W`=2$NZNK M\YIA(]D0ZQ4RICL:B[&-($H%6E[URY%2>KYH(LH(CSFI-(484;NG+_B7,:Q: MD_Y3Q<#S-5-83C8,<<0RN,**^M:!21XK2\:K7FA-=:LN*(#*23*&JQX_][;, M'F%KV9>'J0[L2U&N($(I0'/`R?P'`G70S4Q MJTIU?KRBB7H,PF*(+Q-+AL82;"55:-WV"ZJI=:]A*2\E@.*(D$P=%/J")_MVN!L%V4_\`">T&_NWP/^JG<"'J MX$%ZN_\`J1MF$.M)E0"LPSM,5+A:FM9J6/*=9#0;.0K,[119.A4E)2)\?%A# M"V&.1:AM">(K"DO)6>N`O#8ZU+RU_P!]MT->-%8GK/"I]7';2U->==4LBB%4 MU])U2][VNQ"LT`S7(\L^%B=KD,;6N#=!F1Y-5,;=+GQ&+!.";49Y8*:GN,W?I[(I6UE2B//<6<,,$79#4C:X'JEZ@\G(; M;=C3U(V8=Z\H@9'@%WM=S,*,)#0EB"(QFJ\!HA#3#"84;D81=1=<"P+&?3UQ MP(P+22Z12S8GN@VKVVK)H")7_#NUUM#I]5U$:R.K)FS[GMJ-M\FL6WM@I9'Z M_P`>L"-AJUK:HM&7QS\QP?GTI4IR>:6)G,4A??;*8E$GV">&I&ULK]K6X?Z; MSMM-]FMAR5"OA*ZQ_LE)3*[1R1(8$QH/=@00N09P!4')V$?3KCR\XX&KVK0Y MJ/LS?Z9@Q@&I%6";NL47FX1H!B$V$$AV3V!+@N)5DG.20,P;),08#ZQ_1!>L MH.O]-Y7`G8[`AY+CM77 M9W'<[!Q>1N\%MRV]7&J!):)KW['Q).IW$A=1L.T\T?4)9#F<\5%70W0/T4$` M(VLPJ3+5Y0L$'Y-":SMV;+W+;]X=Q^B;(=U-A0G4#9^.554-S+FQA0.\QC\F MJ.(SU^ADG4Q-J8XL]2FL7YY$G/6)4:4T:5>E`I+R>6,TT(9>VK7-B6UOUWFH M,TL%(S36R2]TV<,FU-?)J_5\Z5%92-G(B1YRDR.)40+'$V#<,FILKL% MEG#3'%FASP,O4OW/-R9?LS1B5_=$RI!=/=HW/T.ENL9,2C"=155"4%7![M$9 M\D="FT4]!/8>H;29(_NB]8J:W)N>\DA2$$8;S"@QS!=^>XC(NTAMUW,'3:V- M_:.AV;;NO8+5[;1-5!C;K*ZPV&:X_75H2A_.;SEYSTVQ!D7LYK0E**;%Z9R* M59P%65YA@8#V3[HO<,IB(]R22LNVR!Q.T]JGM-;!0$MRIND"D#XX[EN\%9[< MK:0"(BX3,59ZL^J%#>`H?VB2FG$9R\"``85`;F;,=U*^*V[DE34I7E[5W)ZY M<>YIKSI_8]?MT=BS>S0NM[CH?[1R"%RTZ4D"L61W`U35-],DR>/*R(N@)4IF MD[*A7E6D("9G?F0+9!596L,3^VBR=[5II-6AR2K72(MUI1ZG?H,WWWV+#A3- M]CK,F<(Y$G`ML1K1J0^HO;ZWF8"8+H`0>;6D.YSLQJ+V/MJ:>.$D:=\>U+9< M!TPFBZ9-C3)#H/4LDM*)P&H-B'N,$NCTSN;!'ZB?3"49ARA6V'KH_P">I$5!7F^`M2$6>!G[?SNW;=:L"VN8Z]M*NX(EJKM-:9;6TH MQNE>UZ`@JXK.OJ)5=-4+&WN2`L3]&%\8-4DDM8<'A0'F]2,EX+`#`;MJMZ=L M6KN1*==9])'EHHZ\&V9MVJ%I4RW5)8!JYA(:GJIQGLPAL@C+:AEEDR84A=C+(KNNDFM6B/;8E:"#U83$W:L=D+0V'ET4DUSV7#I;-H M_F?R.O6&:M)+/%Q-"EM"FP7@:H!YQF0B"P_N0?YR4U,?KC!AICL& MDF)C\FRNO!)!IS<"$4;YH\AR5D&<^+.<9#_)P*-J4N8FS5!G'>;A0)U[2C1] MU;-:S*W`E*E"K3M%JGKV]24I_*4JE;\8VMMK-^1.JE6++:6Y*4P4N2PJ0@$' MG-[<[F1'!_Z6F2SXN/S=C5I]L(33T7H0`8_?<0F4HGC\T2*:7NX+5$D53O7I MD0J3#'!"V`C@&\W!QZPU:7U39":;_3[0V"3%Q[N"Z1Q^-R(^"]\C<:9Q$YQ1 MH7#$=D(HZRQ@N1M>#`F%I5X6&1N20I1C'4!2L[`,XR(6>!@?L@0>MY#V,+XF M[O&XFYR*OYKW*U<3E"A$VFN,8#(FF=,#SA`Z8#YB1"\QI?DD\K(_(/(R6(0< M^`H00CXI$EW5]M__`$O9FL7JQN[*7<`(8^.'92#FR?64-C7`+9[$R$WYRYET MN!M^B\27"K_H?`(.!_TF<8X$GG=^O2Y(#;]&]T^HFFT)%2';#V5!7D[S%W"$ MK*FG]%V1@JH-T'HQ"7+PS5TGT7FBYOBZ`.6/IG(PAZDX?+HQ8$ M3C$[A3XVR>'3./L\JBDD9E1:UH?XY(&].ZLKRV+"!@94^UER\PLW$:>U2A.J`8T.CB7P,TZP;5U1ME!G"6U MPH>V:0Q%X,A]N5#/6L46N*BK'1%!&\5M;T%4FF.$5E+8(7B+%U.;W-+DM:WJ M5:(XE08&R7`W0]*VM36WI2A&''GF`++`'.19QC@151YIDG=3G,1L*6QU\B/;/K&5,T M[JR"2]F6L,GWYL:*N*9XA%OV#%7TA+K$H^YD$JYV[$)GEP3EM" M9`G<`F-X#@.`X#@.`X#@.`X#@.`X#@.!"5W+>WM.IM,#-U=/F1M7['M,=;8Y M=E+*G))'8]MW5\9+/RR-(G=7Y;5&M@JZ3'&AATA5Y`E5)C!LKH9A`8F4-P1& M5M9T2M5D7/$6.%D7FT.D[2LC%@UK-6L7EO4#LJ%.H"7R&3%E/QD!Z- M66'(P]#21&D#+-&&0.`X#@.`X&/+)M"+U:U-2U_"\N[W*7I-%:]KZ'-"J4V5 M:DW<>H6F"5G"FW`W:6RIS,_Y220X)3%>(]4:0G+,.`$PW;2[>- M;/C:*2QQ=&*LJINGE\:6Q2C6MK6\.;DTJ5KFW M-ZQN3G$$'C&44:06((<"`'.`QM(XYIL]O4)UPES#K,[R*.&AF%<4-(VJK%[R MQ'-Y:]U!*815SF0:N;#$)12I3A<@0@R5@!IGCQT'G`<2*/Z:.5OGQ:6,>LCA M?LH41*:J8Y(6RK%=P2)7#"SP067'L[D09-'91$R4YF&EP$68)```O5S"\!ST M#-$8KBO(0*1#AD#AD1%,'10]RT48B[&P"E#TK\SUIWD66I"DR]NBGS1>8H4^ M::/Q9ZBSUSP+4@NOM"5>]&22M*1J&NY$I;C'1@9 M6]<-"H.2%#&3DS)8Q%`SG&)\GB$?)FCJW#3HD@T#E*2 MV\+XN1C2-J8K)1IX@9+3E!SCPE@Q@*8EI*F$,+=*V15%6".NWQ68X/G$IW(<*'IE M<3($+$UOQ*RKX0I*>VR+@3%QEN=RSF,8')#'2T1(4!)V!EI,$@P5@&`AZ!]U M>OE!KWPZ3KJ0J!;)5,@C$M42%76L,4OA\JA"$37#),<[',HUYL@B+:/*=K6B M,RI0$9R60,L&>G`OA="(8Z2=FFSG$8PXS..(UK='I40:`!N0X\6,],<"TP4929:V:N1=.U8!QLEL6,MBKP5]$@K9 M\SN'_O[3-506C!\I;%W7^F(7"/*-_P#:#G@:2[G]LFJ=KZ%D>NL,?TNKE?6, M@'%[@14G5U7-WO/@(8X>P-,8>G:UG`H3`T-91UUGD&BTQ?44%0$(R01G#S(&E!=3-3]2QV4F3B/U=73%-3DN4)TP9H3&FR4FH0G*!T\)8,8"VU^MVNSK#2:Y0":QG$*F4&A\MAH0(RPQ*31EE?HR$MNP##>7AA=42MJP!!@L."<>5 MT*Z8\/3IP++9===?8X8X&QZBJ;837>.'0YU-9:QA+68YQ%24W54#<36\UI-7PRO(C%UIC M4><)0>V&*F-H0GC;SE`\C&3D7EB'G(LXZYZ\#O16G:C@I$A2PBK*XAR:6C-, ME:>*PB,QXB3#/"8$\>ORYX'Q8:4IJ+19[@T8J M2LHY"9+YOVCA[#`HJT19_P#6"\$G_3(..F>N.!]8- M3=05@:H/K2JJWKP]6DP@5'0:#1B)&J4(5`E842@Q@:V\9R3"H63<%BSD'F9R M+IU]/`_'N7IW[(.->^Z>M/L"\."EV=H/]A(M]D'1T6*?75CDXQKZ*^A5K@J6 M?TQAQI`C!F_Q"SD7IX%XQV-QV'L;9&(DP,L7C3(D+0,T>CK6A9&-H0E=?*1M MC2V$)D"!(7USX2RBP`QU]&.!6N`X#@.`X#@.`X#@.!H[L?HY$KEF[??=53N4 MZP[;QQH(8H_LA5:5M/=GZ-HS1J4E>7=`G@`X7?=4X5CR/#,_DC/;Q"&:TK6Q M2/*C@80+V^V@UK\MDWJU>DK_`!E%T*SMGI)&);>%0N20O`AF/5A4`@+=]DZ6 M4@(R$2DI(W35C3YP/.'C(,=,!LQ2F[6G^QH`8H[9JD;)Q6"M1)>,9SDPU?)W5L3`#TQ\N1<# M1=5W,X/9QAK%HO3-N[VRI2D3,3:H%E0W1M(I``_(;=1W>*L'!P:H M8[-TJ;+!<2D+(WMA<=/"P2BPLM-9N3M#(0\+E:(MX5M9-LLQ_C.]5)&C/,,P M9_TRG!(6G`.X;4SG4<*G]C)7N'OCK`6&4S1O2,JY7'HPZJZWHFR'Y,)^5#)3 MHX^SM&P;&88YKQ)4:4C"DQ6:0!*<((?-Z[A%>A:Y:!JBT^:G=C%:QJ)V>(?F M31(+#3SI"&6535U4PJ0+SBHR-UL!L(2@`9A:HRI"9@G!83!`#(R3;>/R:ZX1 M4D+:E*H2ZP)7`Y\?(42]G7,@VNM9U.XX[QX&`GI'5"]*H&K3#P<,DXH&/&(L M/4OQAA.7;]/##5[?<;97*!;$)K/MKJI@+:L=W!-)4\QUEB>PTC*=9JF*;324 M$:FRG6E](,`F\Q6SA6(1&X.R)2!.%X/>XTC@IU!2*>0]D053:\GQ&9[.3/M? M$SJES(HG##J_D+FU2]@1@>8F]V?+4T95.(#B4R\ M'E4Q?8B5"#F:X;BKIO8L.!SBMRQUM83["V5W>3#D:+"-[D#>S@7*D0`C`@-4 M93>8;DK)HPV'X#@.`X#@.`X#@.`X$:.YW:_IC;"2>^2*R"0:X[4H6E,S-NQ- M7(FPYSDK,W!%AMB-V0)U#]D+Q@B3.<8*1/!87%O!UPV.#>,0AY"$FSZ+WMUB M/4)[UUH>;IA2+K@J_P#2UN=K385J0L`C!.$PUX6&YOJ!+`D@R-04T)YDW$YZ M^%;D.,<#7IAVNUID;@-E27C7#5)"#/)5Q":R%/6\X;U&,^$29R@]B8BLM;U0 M!>C)9R(`L9]'3@9:S.(/@CUO,XA6$OA\7K69='<)O#\OB]8^DO)\/3^7KTX& M(WS;#6E@<@,1MW5\_2<\>"4D,@#T&T9TX*,YZ`2ML&K,J6RU>J&+T!+*1"%G M/`V+K"@M\]G#2"Z5UN=*$@:SID^_=SVQSK].E1"P`0U\)UG:57OPF[CY`_,3 M$O\`B%H3A=,"4YQUQP)4>W9JAIG3RQFO&-60_;2;)SEHL9B=]G;38SDDDC"2 MMWM''+2K:&0T+0UQ;6.,QN1J0I5D<2)4#BK'CJX*'(PKS\!*M*[+@,(;?I23 MRUA:R#$JI4A3G.203D]>JM2M[&EC[46:-Q?W$YK0G'$ID99QYX"\Y+`+IP.W M&IW$Y="FJQ&%Y2K(<\Q]-*$3SGQD$X953>!T"J5E'A+4(3"48_$<4<$!I`L9 M",(1!SC`=6'V7`)]#(=8<0ES&^0NP8\T2N%R%,N**0R*//S<4[-+FW^M93G# M*5MQX3F3ANS:`G"(ARR:)>E"7AN4BR!,OR/)N M`X1*!XS@!O7RQYQTQG/`IK/*V9Z1!7%''MX#%$@(*3O:8YE7'%1EW5LSDXDH MG("=2:T"/2><0K"')"A(:4>6(11H!""OD'DJ22E"8XI0G/*`<0>08`TDXDT. M!E&E&EY$`PHP`L9"+&)_MVN!L%V4_P#">T&_NWP/ M^JG<"4+@.!Y@^^G5BVTESV@[6T4U>V>9&QG]6S)9A0"RU=BX]L7 M6SADK`G'$:D<"`)<=@6,`$G:U19>?$:+&0PS!C#H_P#ZC.I;CGI**#V+;?9X MM78&P4,S&G,6UX8_W<^FP^$2H:(TLP7NEJJ/M;(N]7&$!IK8L.*%T-$+(476 M3N\[56;--IX^9L%![#C;!V6IQOA6MB-,-@36S9OF`3R?0\V75]$5#:3*XU4T MB;V5(I^RDX`ID"4I.!0HPBRK&3P,Z1G:GN/+M8>U_LK)MG44EA^_4@U85WA' M*[IZHV:RZ5@RVAI=.;*Q0C&I:WYYLQ983\F3N,E,$V.[A%F]N4&MB8E'DT:4 M*/5MS;N,>S/82BN\PZX>-D=C6CN;.=DNTPJC7ESLRKFN(U2!]JT%23 ,3 M5#X^0?#6.6H6M2M+6'B-0K#3BB?`$+"[6/=%W6V,MCMW`O/8"(RJ,;E::;SV M7/&0JLZWB\:@LVUIV-DE=02;1Y5'T3?(A'&Q5B,P[IE;F-L4A"(99"<9>3,! MZ%.W[/WNT-0:9G4CVFKO=5\?FR2C<=FZHAS-`(%9YZ&;25LPI8H>P+7!I9,Q MLM$%F5`*,QD:QN-,&`L8Q%A"+?O-,T6*W0[$\G4MK"7*<=R5B8B'Y0F0`?<, M1]=2E4:TDN)@<+?HLYX+3#$3@7EB4X*ST\?AX%G]QR*PR1[N=N+9S7R`ZL[` M8HON(1FFMC6N`."8G:F,VS9S(MKH M\#&9F4FC,.2G8#,_:W[B%%WK(6S4BG:;GU#5 M)ZD*TI82`)L.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X# M@.!KEO`W>***(*+((++)))+`4224`)91118<`++++!C``%@! MC&,8QC&,8QTQP*-*(RPS2-R"'REL3/<9E3*YQV1,RS`Q(W=C>D1SMPNPK;G,%XX'R;M1];6=8WN#-4,595S0R-L=:5; M,!>T*&MF:62.QE"B;36YL*J9H]>4!`65E2B2 M8S@1@\=0PW7%F:`LDUJV6UQ#&IK<++7S650&PF9MP-D]7:F"5N:Z4*#R7L\Y MB0O<=FKJ-"G-2%J2D#I@9J9*G4D"&&XA-(TI-6QR>W*JF8L$_:928^M+RUA2 MG9!9C6)OGV5C.0I,0LT@F+:>-.^'I\%+%WC,`J,,R(>,A5!T!39Z$QJ7U^QO M+2J;D^(JW")),+$608D+&7@(\9%D+U MB$&B4!2/""'L:-A1O\IDLV>2$63O`X2N8NRA]E#ZH\XTT65[X\JS52@6,XP, MXP0NG46>!=G`G@:VX[9?;@PH];QH#I7A1@?F8-QJY2/7!G M7(O'C'V'\.!>+/7Y/EX&S%>4Y451(AMM3U77%8-Q@?"8WUY!XQ"D1@>H<^$: M6-M;:0(/4./1D/\`)C@9&SUZ9Z=.O3T=?3CK_)UQUQUQP-`W?0QD6/8Y:QV= M(HA)G5@BI$T1QYG1$P"?3:!V95,^BE@RB%*5R@U0\*8_51$2D!93@7B21E2% M,L'D2)"8G"R4_;4AC6XJ7MEF;>F?<2ICDK,\.5K%WV,UU.'J90:-OL,:)&I@L;L'9BF]I4\.4/:^6*5:QG.DM8KVUN4&ED MBRSR$PDL(BTI0!A3XMVPV!C8444?[&9I]'VASIER8@2^J4#F[LB*KYU3%TA)+B[3EANI?'GM`2#J[HTB$)CH\F%%M"=X"C`(2DS M)@",#SX)_MVN!L%V4_\`">T&_NWP/^JG<"4+@.!:>8#! M!2%=0U.OF@+(75A7:VQ"TN4`)ZKA4:430"')!B;*,$I.;!O@4N4QPR_+P? MX/`+(>G3.<<"UVC6K7./D92L-`THR)A1)T@`DS15<%;2,P1[8@R+H0_-I;$GDAZMO$RO32$M7Z5`%)>?*P%>U%[<^L MVGM<-M=P:O8D\(V2>6#8,5,>HPA<$-9KK+/),D<6IQ'(#9(YUI7WE)P@*:4K M@=C(C#C3C3C3S1B#9B.4#1,.<&5VB-*U+%G6-HW-NCKG'*XAS&X,#>]#5F/" M%E6MC,E4M2-V,7GB4E$"+`?DXS(\"R,74+WB4/B4!CK9$()%HY"HFR%&D,T7 MB3(V1R.M!!R@Y6<2V,C.E1MJ`HU6H,-$$HH&!&#$+/I%G.0HLMJJKY^Y,3S. MZW@4U>(NH"KC+K+8?'I(Y1U6`X"@"IB7/+1B`3ZL`3]+$360_/`@I_Z/&5" M@S.`?P_)Z.!=/V6C7VG^VWV?9"5M!(9))TLRX31_BT286!YE:T2] MR=A*9"YM:!*L=S1N[TM69R>,?58M4GY_I5!PQAD+@.`X#@.`X#@.`X#@.`X# M@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!K5>6I=+;#R&`RJRF5 MZ6/==2!H?692SRF0L)*XMGP]9(8WY`V.!#>[LAPW]2(P!A7G9R+H$T(@*//&,(`E!#)E&4M&:!KMNK6).$]N;8R=,+ZR,D;MIRB+E'E#-)%269U^[QJ:ZMR`FS*@6NK:N; M8[9ZY#2B@]W;GTIRB:]UC48&6G+(4/X%07S&-*K3JFN43Q5!%>,5Z!K6DFV3 MIBE[NJJE_G=?IF9J<1QR-R$IVS'X]'D348M:RU@EWC=#R3?Z'"(OS@E*9\.P M6AK"_#0&/H6Y#AZ,:@'EM9CMA,5AQ&V@59$J`@$L\>2<&9R9@OIXO3UX%1X# M@.!!W_;C_P`\3_;M<#8+LI_X3V@W]V^!_P!5.X$H7`<>2WISC`&K#22?XQA+P+(0^G/HX'6>Y"P1E%ARDCXSQ]NR<6FPO> MW-$U(LJ#<#R41A4O/3D9.-P6+(0>+Q"P'/3'HX%4).)4DE*$YI1Z<\HLX@\D MP)I)Q)H<#*-*-!D0#"C`"QD(L9SC.,]<<#Z=A,(X`@8'X?#D6,XZ]<<#L\!P**ZR6.L1[>E?']E9E+N< M).U)W5U0MQ[FH#DO`B&\E6>28M.#DT&,A+P(6,BQZ/3C@5@(P#QD0!!&'`A@ MSD(L"Q@98Q%F!SG&N,X^7@?K@4Y>[M+5@K+HZ-S;@[S/)RO6ID>#O*Q@1OE>L&E M^9Y018R+IU\.,^G@?AK?&5\+,-97AK=RB1!"<8UN"1P+*$+KD(3!I#C0@$+P MYZ8SG'7IP*IP'`6I2[-.4V'5K3N*,YQ;,K`8,1X<$19P ME*/*LL6!%^8$/F!SU#UQP.\I5)D1!BI8H(2)B0^(Y0I.+((*#G.`^(PXT0"P M!\6<8ZYSCTYX'[*.*4%%GD&EG$G`":4<4,)A1I8\8$`PLP&1`&`8<]<9QG., MXX'TX#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X M#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X$'?]N/_/$_V[7`V"[*?^$]H-_=O@?] M5.X&H.V.D:!R/5IAD9&XI`R/I;O/1D>V.=M/9!B8R?9VV+YV' MA]KWD%E3$U_96UVOE1U!:]X5]%BU#J9+F6NJAJRS&*/PXY,3>,2@ MO"A<&-^X_P!S38?7;8_8^F*9;89'&C5+M6V)W('![G$6628%RRN,6NG@C%41 M6"WMB^@H(6U-2_+LO0F?2V5Z])@DP@"DI6[?>[>K'O!A;7Z%-?;, MT/VPJ6I9U&%2IPHV>/E@/,_BHX\[9?B<-$WA&)('8:V.IKVM>&QAW`=;H3WPJMU-U M?266TR285I"XY=\_>(_?U:UN6QR>-+&F)5=*'!L/:T*%6)N;%"I2G*(Q@8@A M#>*#]S[>R3P\V.K6Z"K?L1WI-B.W1'&(T33J0U[C=BMU'()#)U& M9G*3C,-JQ6`3JULB1.-4H3#\>3BPH$?[E_D.0H$;YDI>4,2\0`!+X%WL?>$[BRFI]VWJ.5_2URVU6G;L[>FZE,1 M.,0221=MCK]MC'FQ;;,>6-BBPWAXLMFKEJ6*7II2%JT+L[&H!(`>(:DH``F7 M[?=K[<6Q-=MCK\./=J3@EM,$&U6GSG2SE2SW;T%)@;`_2Z?KV)\6E.RLI)-W MI6RE*2VQO;E`6WQI\&"P<+@1,=KR>L,DA7>@W`WTK]3;VPE,;D;%1*VX5*XY M'IC+*LU[?MQ7MJS=/)&FO'^,T1W,=,^V3,Z^00%U M89!;:R[:\:%%IWY&5JF4NCG&W-?.9$2YPUE!A4@Q'4OJRL2I0IPO3A^J<[P. MULVV5I2F9"U4F:P3GO!;_P#;TD:IJB$F1O*BI-6J_:I5`IFTC.GJTAOGBMQ5 M#`[&C)4MQQ0P8*3)Q8\0@H>O_=XW(EJO1>?V`13LDA>R7Q&0C@4.L%S=]@]IVUZCLZ3[F[E;`P^3K)=%Y_*ZXU_B\QB+Y8\-A M5'`432)R=3!ZH4M0C"4;EY/TMD\\H&&X`P#*#X;"]VC=#6AUW>3R5+6"V:P,M;/##C;B;;KOK;5,E&!Q``(.CA*75,I1'*O5%QJ1(X%BP2 MH\!1GB*%G&0#Q_#D+LMFUK:TE)U^=F;6BB-=-C^X'W&JNT8F\GJIE+>JTB-% M(IO;#M65C)LDQZ`);#LE75PCR6I4[-B$(7%U,`H3G)VXI&8&&8MW>MQY^TZ; M1B)QVG&J<7!W.=J^W)8DPET$E2J)R-GHXB7YB]\0=C:9ZU*&Y8-.QDCIYOK9)9)HGHSJ=L](95BBI:01;EC M639B:O+&BZ=L,N'U:(P!Y"0I5)!`"H,"SP,T$=T;;"(3/NB5Q/9 M9K;E?J7+^V^IJJ9R&*S2#-AD?WCB[#*)G7"&/,3E8KY/[+C:=:>WP-,`G!SX M[B)PO#Y.1A"&^/:.W0MO<^D=BY)=CL-EZSJ;<# M46\]F+`DFBG=#IQ[`W7(585VQ*W+"9F#:QL-+.=9@EE40?'_``O<<"&C3$(\ M*QGJC$!8$P=07="V$VNB>]&M-LYI29US.>QGM1MVV2RJ6AZ'!R9Y&YQ;M&+$ MM+RV0B;GRQJ,=VEM3J6]W>F=$XG.R)0N,/CGOHA5W-41;KT=S9Q-K!BA\2CE55.G%]#+&AN=S3Y M@:`IQZ),@(,#;^H.XSME/K0WOUTLQ\J75_8ZG*:O*Y*.S?L+.3ZKR"GT%GF1 MVC-HHO?\7E@B)C1Z*(.#:FFJ=<60X-[^:,XDW)/K#:W!.Y4[E(WJK*U>)A(( M1+):[0"'.Y!7QBQ6O5F0AY)'6KB\O$$W>.H5:MF4^>W+%*!.::0 M,9!8@!V6FD-?V&\WZZF:O*[:]AY5"T,: M=K65HI-"JV*A4:%!H=.(PXKE"*0,T>1HP-39*V5[5J3\*P%A6$KC##LCP?D0 M^!I)MKV@M;MAX]7T9AT'@=71>,["S+9B?1*)(YQ69EMVO.*_D,`>9L\V=2$Y MK2TXS-%*>0B4KG-(X'#?,$A3N!9Y?A$6&1Z`[8&O]84*UT-;3:+8^-1V>V7, MX&1Z&#@K&*7<181A"IJS'DAS]` M"Q]%]<=?)ZYSG(:R;']JG56XZ(M>GZ[JBJ*7=K9@U1U=(YG':]("O<:JIB9P MJ51"KEBJ/.\3DJ&*-:"$D-K2-M>8;.Y MR9&[8;H$D#4"ZU[PM2NX:\0LZ7&.4VC[E?MDV?,B99.29.0F<\IU:)!ZHSHP M!3B,"8<,-H+&U(UHMN1R"7V)2D"DTHF$:*A4V?E+,6D=)[#""CDY$/L!6VC1 M&SR)ITZDTHMM=\K4191Q@`E8"8/`@[(-4-9B9'3$N2T+4[?)-:6KASN!`O9'A-82R*M9\CP_1AF=8Y&)*"+5VBTURBLA5Y;N0WAL#;T) MNA!6PX](88FV#DRJ12%C9@OCY*E+>Z(D:T;0-U3*"52UJ``@?@*R(K(;^V1K M505P3BNK,M&HX+/;!J%<>Z55,Y.PI'61UPYJQ%96.4(=5(1*XPXKL$%A//1B M)-/+`$!@A`#@.`JEA4)2ULRNLYU9E80N=3*F'\^55+)I,Q(G9ZKB3*@)R5+_ M``U>J+&?'WA00E`48H39+-&5C)>19!G(&_!@O5U/@\Y M/D0LEB#G.>H7%/J>J^TX6FKRQX-'9K#4*V/.C'7ZIRT6N[ZKE-&)BH M6RDE51*7%2)8Z2F#A*2@^@),[+###EC@1X5BLTXT9Q@Q'&Y&%/L;2;46WI!8 M\JM+7&G[`D=P19A@]JO,M@[(^+[%A<6I6[I&9,D3JGIR)1%!-.R'Q"P7C^;@6[$-3]:8`[-+U": M.K6+JH\C=4,:3,L6;$+)%B7]N,:)"9%(V22&/1=9(FD\U,XJ6]*F4."E$BFU;KLH6X@ M2V&RAX5FG+4!N1IS_-&`0<@$(.0N<&B&F!;_`$G*@:NT<"2:WL"6)T.^!KJ- M!=*GBC$K,(,',L;8U@LG-Z`O/JC>=_2)RRA_Q<"HI]*-24S+8<<+U MVJ4Q@MB(/-?6&RJH0$I(I.0B,QV%PYC:HQ$8BQ-$8BT:8D*=K8X]'&!O3M3(QLS:C+* M2-S4TMB0I.G(*"$LHDL(`XQC&,<"N\!P'`T&_NWP/\`JIW`E"X#@>?SNDLZ1/W4>PN_)Q.0'!UV3V/: M'(('AY^C%;>TZ].CBWA/8?7\L0U"%4K.&6HRF]8!@P>,&8"(6,A9^S>O6GSE MWC]/[3@EBUU3>RE/3A\LS:.R7"Y$[=:EI--L0[%=T+JBBB3M)S7B9&V`\KR% MA+2F0Y2,$8;,!``HQY18/#K1G1JZ]+MIW.PH-?Z":W-L:FVYK>FF[#"XFNQ[ M9L-LHBV:FVQNQV'%P/:GYITPA&0LK*46`TA[6K&YN`8VB="DF0W,[7V]6J6P M$<9J!UQCMEQQKB5'1:^X.Z62E;#7:W*CL.TK5KT%RN[LVNKDM%.IS9E:/CH^ MDNQ:5S/.="5A@1&J3RTX2X)_MVN!L%V4_\)[0;^[?`_ZJ=P)0 MN`X&#[&UJH*WIS7=FVA4D&GEA5&O/=:LFN.<)=%(1*HPXK M@$``>>C$2:>4`(#!"!C`>!BS/;WT9%>GYG3-2=?#]BOM9B=XN]15D14VD&9@ MQC!4G#-CVLQ_"]IPAP$I1@_!A00A"#(559I9.3\F>KD>6&,Z;U:UWU[= M98^4E3T&K-UFX$J>2K8HS%-QBUM0ODGD[>PI@AR(MHB[;))L\N"9J1!3MJ9: MZK#RB`F*3A##/G`V,=EQ"Y] M-6*,3=N3$'`(D3$SV-L7")VVMKCC^,HEU:&]:`/H,)!G@2&?FZV^^%+M'^/N M@'ZM.`_-UM]\*7:/\?=`/U:H?TQ]L/V*OL)[J?7_?[]G/M 89]B_^]O7?7/L[]!?]'])?3G_`)7P/__9 ` end GRAPHIC 41 g129874g62c08.jpg GRAPHIC begin 644 g129874g62c08.jpg M_]C_X``02D9)1@`!`0$`>`!X``#_X0`B17AI9@``24DJ``@````!``!1!``! M``````````````#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+#!D2$P\4'1H? M'AT:'!P@)"XG("(L(QP<*#7J#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$!`0$!`0`````` M``$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$"`Q$$!2$Q!A)! M40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF)R@I*C4V-S@Y M.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$A8:'B(F*DI.4 ME9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:XN/D MY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#3_9PGFGT#7#--)(1=)@NQ M./D]Z]LKP_\`9K_Y%_7/^OJ/_P!`KW"@#E/B3XA_X1CP!JVHH^V?RC#`>_F/ M\JD?3.?PKROX(:AJ7A_Q?>>%]9DDWW]G%>VXD8GG8&P,_P"RQS_N5<^.WB#3 MW\0^&_#FH3F/3EF6]U`JI8A,[0,#OC?^8KF_'GQ#\-7?CCPUXI\-W$KW-@PC MN8V@:/=$#P!GV9Q^(H`]\\6>&H?%OA^;2+B[N;6.5E8RVS`.-ISP3]*\`UGX M8IQ(<#C'\`[=S7TM!-'BYD$A:[<,5P,8&`* MX?X?S2O\)V1A+!\RG!_P!8M=9X08MX*T)F)+'3X"23DG]V MM>'_`!+^&VH^&_`]WJ=QXTU;4XXY(U-KRZ+4@'\&1/SH`].^.NLW M-MX5LM"T]G%_K%TL2*C88HI!/_CVP?C4GP$U*34/ALL2.WMM@.Q,;F)<@`#Q'8UYOXSCL+GQE>)XBUVZT)8[)!HEZDIBC5FW M"8[NC-]T%2?NXQZBY\-]>;P[^T-X@T6660VVJ0FX@5F)&XXDX_.0?A7,_';6-1NO&D=KILTJ M)HEDMS,8V(VL\BC)Q]8_SKI/BPO_``CWQ/\`!?BM?EC,PM9V_P!D-W_X#(_Y M55\'Z./';_$K6)%WC4GDL;1CV"@E?Y1?E0!V?C+Q:H^"MUX@@DV/>Z>@C*G! M#R@+Q[C(/ACX9\ M$JQ^U/K36[KW$8((S[9E_P#':^I7>VTK3&=B(K6TA))[*BK_`$`H`\"^-NH: MGK_B]M&TB601Z%I[WMUY;D8)P3T]%V?F:]B\`^(!XH\#Z3JI8-++`%F_ZZ+\ MK?J"?QKP_P``_$+PI:ZGXIUGQ1<2B]UJ9D\I8&<+`<_+D#OD#'^R*Z#]GS7[ M=9]=\,PW!EMXIC=6;L,%X\[6.#T_@./JZ!H/BJ?7-6%R7%P8!*/+)20X'(S@[?6O1_BA_R M3'Q%_P!>;U5^#_\`R2C0/^N+_P#HQJ`,SX[RR0_"^Z>*1T;[3",JQ!^]6)XL M\:7UOX2\.^#_``X6G\1ZM80(2C?-!&T8RQ/8GGGL,GTK8^/?_)++K_KYA_\` M0J\_\(3?\*U^(%A=^(5%Q8Z_8P_9=4E&6ARJ_*3T`'"GVVGIQ0![1X&\(P^# M/#<.G+,UQ=-\]U<,23))CG&>@'0#T]\UP5J,:75@\K$_,R@X!/9E_5<=Z]1^+O\`R2KQ!_UP7_T-:\K\2>$9 M]0^#?A7Q9I6Y-4T>SC9GC^\8@Y%>8Z/XJC\9?&#P+K" M[1Q%>[ZYHFG^(]'N-*U2`3VEPNUT)P?4$'L0<$&@# MR#P_\$]%\0Z#8:[?^(-3O-2O(TN7NDF5AN(!QR"3@\:T_^&AXO^@$W_?S_`.M0 M!YOX9U#Q)X3MYX-#UXVD4[AY%%JC[B!C/S9KVGX1:]XAUJ75QKFKG4!$(O*S M`L>S.[/W>N<#\J**`*GA#28]9^,?BS6]1*7#VX^RP1/&"J+NVYY[X3]372_$ MKPQINJ_#[6(/LT$+I#YR2I$,JR'7:$;-O7B7OGWHHH`]9KR?P)I_V?XS>-+K MS=WG?P[<8^<=\T44`;/QGM/MWPTOH-^S=+"=V,])!6WI.,#K6U_:!N'6;,%O=3W$<6S@$@D#.> MQ;]*].^+<\\7PXU*&WE\IKG9;L^,X5F^;\QD?C110!>\%>&M-TGP3H]FMK!+ MLM49I'B7+LPW,3^)-<+K^D)H/QZT+5M.9(!?1+%/`L>%8$E">/;:>G5:**`. M\^(L'VKX=Z[!NV[[1ANQG%5OA9;?8_AIHEOOW[(G&[&,_O&HHH`S/C79_;_A MO

9LS<1'=MST:I-?\`"-CXH^$=IIUXO\`Q-U+4=(\ M"7U]I5X;2\B:,I,$#8^<9&#QR.***`/%-!O/$?QAU2#1/$/B!UTZ-O-DA@MD <3S-OJ1CGZYQZ5[?_`,*W\)?]`:#]?\:**`/_V3\_ ` end GRAPHIC 42 g129874g81f53.jpg GRAPHIC begin 644 g129874g81f53.jpg M_]C_X0`817AI9@``24DJ``@``````````````/_L`!%$=6-K>0`!``0```!D M``#_X01,:'1T<#HO+VYS+F%D;V)E+F-O;2]X87`O,2XP+P`\/WAP86-K970@ M8F5G:6X](N^[OR(@:60](EG)E4WI.5&-Z:V,Y9"(_/B`\ M>#IX;7!M971A('AM;&YS.G@](F%D;V)E.FYS.FUE=&$O(B!X.GAM<'1K/2)! M9&]B92!835`@0V]R92`U+C`M8S`V,"`V,2XQ,S0W-S7!E+U)E&UL M;G,Z>&UP/2)H='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q+C`O(B!X;6QN&UP34TZ1&5R:79E9$9R;VT@"UD969A=6QT(CY-:6-R;W-O9G0@5V]R9"`M(%!R;VIE M8W0@0G)O;F-O("T@1BTT(%)E9VES=')A=&EO;B!3=&%T96UE;G0@7T)A#IX;7!M M971A/B`\/WAP86-K970@96YD/2)R(C\^_^T`2%!H;W1O$CTQ;6 M%Y=8$0`"`@$#`P,%`````````````1$"$B$Q05$B`V%Q,J'!X5(3_]H`#`,! M``(1`Q$`/P#[^.`'`#@"\7;1S0.F5I!NT=248S(ZC9=%B[:(G;+2!DB'>N&S MPR`K)QR?2G1#")R>0A\AUS=:S5OH1M)QR,*0Y5"%4(8#D.4#%,4P&*8I@[`Q M3`(E,40'X$!Z'F"G;@!P`X`<`.`1^T2AH:#D'Z9FY5DT1*@+IR5H@*Q_I*"C MDP"5`OSWY?/0\`\[-J%DX8)?FY(51)9NY4*6WKOGC`YCJ%,(,;+`]*>`F$3$ M65``(/T]=#SKXMWT@C7(S7JM>CW'-RLEGE?>+5!Z%<3&MFFEH])@W9M56*)W M.TDE!*N`*S<,+M,VL@WBI-O'LC M?=2=/(J1+#+'(*<0LW%K*%*'U)`5-,P]"'B(Q$1'G+>Y4 MH4$__9P4.`'`/-3V.]M+3FOLGGM[V,NW=!)&W)BG,8?$0Y-*54J; M,DNSTT16LOM^Z9W<8G"+?A$>]*M77/90Q+3CV&>LVLR52]HI*O3D\1AF<#ZN6G3 MY=FO]M)JWE8._5Y@I,*N#]"04(9RLGUWUT;]?,83XYY;++5O2!K/(9M;;@A&;3B\]`.(EY.Q6&W:3^U66R+=<'+4LW#C"*(OTU""*0/BB M(=B'-^2JHTTI1*VRET6#I35E,L(=*-A&;/2?R M-V\8%9MR+"ZE(TOVUO,PE`!^D`'E>+LDDMOL1-XS.LEXU=ON7M1(7V]Q>V6' M$=R18_A.K9\W?37KC[$Y-1:+D.5X!2+`)2J%-Q:R?S3*E'Q8K^D4[1*!:[^VUVW0=YU6WZ MIE-^A=?RI[%3T_0+;!-'B.79Y9<"=R#2YC3WC2A>@U5R MIJNR-G]7)EK6'\I+*G*)-;5,WB0W;;X2D6B>SJ(A;G$.:'<\@KM;]:(6Y0L[ MH#S[^G(PDLHM;I9N@R=/EP39LR*`D(]B(\SEBEBI4Z>_X+#>^Y>E/QCU:)L^ M1W#U5T?(H&Z4].94M-4IF@1MH>WS))9BDSD8\TK#//$]GH`PJ6GI3Z>A%FHP:NJ_+?S3 M)8$D@#W\&:3,['\&"8*>?XCZ>O+XY,IO+3V$:1/)DP>4ZG5YG09CU`VK)9'/ M+S?+--62I7%HO;(J@Z*X6(AFMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC"UD969A M=6QT(B\^"B`@("`\+W)D9CI!;'0^"B`@(#PO>&UP4FEG:'1S.E5S86=E5&5R M;7,^"B`@(#Q)<'1C-'AM<$-O'1A9'(](B(*("`@($EP=&,T>&UP0V]R93I# M:4%D&UP0V]R93I#:4%D&UP0V]R M93I#:4%D&UP0V]R93I#:51E;%=O&UP0V]R93I#:45M86EL5V]R:STB(@H@("`@27!T8S1X;7!# M;W)E.D-I57)L5V]R:STB(B\^"B`@/"]R9&8Z1&5S8W)I<'1I;VX^"B`\+W)D M9CI21$8^"CPO>#IX;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_ M>'!A8VME="!E;F0](G"DV1E1J9'*$BB M@T1TQ<:'B#H1`0$``@(!`P0"`0,#!0$````!$0(A,1)!40-A(C(3<=*!D:%" M\%(CL<'18C/A_]H`#`,!``(1`Q$`/P""[->2,C)9?R:DED*_$DT[TFR))IWC M<9")$!P.A2$))@4I0[@`&E5W8O#)>2Q`!]46_N@-=+TN773ZZ`7C077,O]P- MNQK":GI3,T/#RC9![&R\A-7LVBWS)UKX([;R"CP&:C=T)#`D?G`J@E,!1$2C MH%J^J=D@`#7(]^]&NHWKER3_"E!]V M5_97E7C:-C+YR1)2#U4K9FP87;=+IZ[<'U`B#5LWD5%UUC#T%*41'R*#X+Y( MR:U57;.LA9!;KM55$'*"]Y7,BJ@NBH*:R2R9Y,%$U45"B4Q3:"!@$!XT'M?W MOEV(403E;TR;&*NVC:0:)R5TW8S4=,'J8+,WK(,FY('HR-?OYEZ7)YIT';U3,E>,6_O1GNNY MYUFEM8N9PFTFK@EY5JFX+E#%Z17*;=^\<(D7*FH8H'`H&`IA#701I6-_1OFU M'-HU_C35VW7;^ZK;6VM^Z;D@6Z^#;F67;PD]*Q**ZQ;T;IE561CW;=-54I!T M`Q@$0#A5CKITU?\`U3,E>,6_O1GJ9DKQBW]Z,[E\TZ#CU3,E^,6_? M1I+:1>6G,9>N-I$BW"7=0]Q7<^;18.U!3:FD%T)$46172FI M""H)0.?@41'A0>6XIS.UH*-TKJN'+5M*NA>%:$G;BN^.%T>/=JL)`B(.GZ8* MG8OT#HK`744E2&*;0P:4'Q;W-FQZK`)-+HRLNI=:ZC6URIW)=HC<3E!P1FNA M"B+\I))5%V<$C`B)Q*H8"CQ$`H*I%N=P\Z\GX^%DLS2\A:O7A<\?'3-Z.W]O MBT<"S=>7+)%Z=RP%L[**1^57O![X0`0M1QD3*31PLS?7[D=D[;*'2,6_O1GC.Y?-.@DA['Z_K\D^TQV@,)*^;SD6#G*"R;IB^NJ>>LW*?G3N( MW5N&SF0506)S%`=#%$-0H/T\ZC@TR?QK*Z+GMV]MFI+>N6X8`CJVLN&=$A)N M3B"NC)25F@F9P6/=-BKF3`P\HFUT`1T[M6.NG34A]4S)7C%O[T9W+YIT:'JF M9*\8M_>C.Y?-.@/5,R5XQ;^]&=R^:=!P.3,DZ?SBWZ/1F+BR[%1[P4P;/'\]>C-NH*I0.B0RKAX0J2BZ1@.F13D.H4=2@( M<:#SO[KS1%L(J5D[MRE&QLZ+SRED'MRW:U9R@QRW@T@2/76D"D(>J/?@CY'GTN3R-!T_TGTZA\J@N(TYG7SMEO$;CROYT3 MOO*LES#6'4*2&HA])*)E-!UTTH/',W7FBWCM$Y^Z\JPJC MYFG(,2RER7J9DKQBW]Z,[E\TZ!D=F^1,ANMV>VUL MZO\`OARW7S1822[=Q=UPKH+)'FVY3I+(JR1TU4U`'02B`@(#I1+U7ZP7#C^C MKY'Z'"HXH4/Q@N4E(;LP\R/X:3DHA^E/64"3Z*?.HUZF!I8P&*FZ9JH+D`^G M$`,`&Z.BD;T[?G,!DW)6H_\`O%O[37_KI^7)MV6/A;TR;,/U$U54V,7==UOG9TD$S*N%"H-9 M$Z@II)E$QS::%*`B/`*"N^'[@1EB6^$SF`9U2)+.(PP3MX#*+PAV@R!)9%EX M>"ZT::/U7ZTA1)U)1-KRA04.1O;+T*X0;3-Z9-B7#EDRDFK>2NB[&2SB-DVZ M3V-D$4W$@0RS*09K$515*`D43,!BB(:4'B]4O)1SD(3(U_&.8Y2E*%ZW)J)C M"!2ET"3UXB.E!=5R26X"S@;*W;+9DMI%XFW6:.)N8O:.;.DG:(K-%$7+EXFW M4!VW`5$@*8143[\NI>-!:HY.R1I_.-?H?+O2Y-?EAI*=SY'&@JLE=>9X9E"2 M4M=V48R.N5DM)6Z^>W5=C9I.Q[=<6J[V*+?P_3 MDN`WG).K?O@TW`O<89(R)=[2`@&[Y&,:`Q;GNELJ_?1 M2;EVZ:`HW15)Q`Y-?7^6/K7SEV:5MW+),;AQ0WN^!\[F`WQYR,MV93;2U_\` M52-OY[:LXZ2\KI%C:*<0\O/#!H/%.$XK+J;2W7V.V]Z0C60P]'9%2FHQ]., MY)PYN9\\YMEJ-_V[DIQ#^64_=#I_/$81W@D0]MD?*UQUBB#\[)HHX`#`(F`>828F%[I M7KV6,:7%[SK<;3,JQLO-I;W;DQWF9"VUKAGL-LO4FBW,:XC!D#I6WEM(X=<@ M[7-SG.HHL9L8I2C;R_XO&M?G94GO8XI-82,@V&YC#UU)2,79^1I"!NW"#I'$ MAM2R,Z1,E'249DJ_R7P5J[;ME7R#8^+UX4@=4('.J7O#]:"@ MT/N^C&*>2NRY?W;:,E-Q8(,W\'E>V;\=-(2^)H(V=DKDF'-AYCA32\"D^GIB M1CI),\K!OP.3E0`R3XBIC%H3..>WI?98[-">AXHUZ/'=Y7''XKPG;;V5>PV2 MW*YVUN;?,LP5[VM;'EFDLE!W"AF%6U7"2@"6*("!?!S@V(N0XN<<=L!;L+LV M+W%@.)98(2M!MEJ)?8/*DI"6ID"$G)%F&&+999F4GY"=8M[8=F)E-L^,0$>K MZSF%1`#)F`:$SCGM%\'#]5_D\@=?E:45LO\`XK![OS,7P4[K^VIBRE9WZ;]] M1R:)?XUC[K';-ZQ5T>G9K5CKITU::-"@ZCP`1#I'3YE!)IL8W'XAP7M[WP6O MD>3;NKCRQ;&$6MA8_=-[R11OY>QEQQ*UPVNS52M\Y8",7ZE5TN@0ZHE M((B`B%$LS89W%.Y'9;D##>`+9W17O$W%>UFVY/+9, MN-DYE8*$>.I61N7#MP."]>B9=$51%-0Y%0+1,7RSZ+MMO//9Q1,GCIS-VMF>1M6QVB^Z.%NZ-:M(-&*=G9R4CA5HL1LHS2ZLKL"@Y$%M M#T7[OHPO@C=]AG%^YGM1\O+WTAY59WL_-Z>!S.(F^FR=^7'=&XZU\H6@V=#! M1996W$GD!"J***/19=6IHD8Y#&H8S)GT6E-RE=02DDPCB+T?X?,"BNU`4 M$EG8Y?A.MG7KI+>E&XZ#]1ZHX-*[\;*_VXV7?^S.7_Y2LRK'73IJ#4:%!P/1 MY'D#\GN?HT%WXYN")M3(N/;KN&(+/6_:U^V;T40Y%!Y#=9H?O=:";9UO6VP)Y1W@WQ=-UH97L7*:1D8K9]J1:]OH-8PZYW15`(F!FIC"!+/56\K[F]@ M>5,<7+9U_P!QVM=;2)F=QMVV`WMZPWY>1MW+ MJC>>LY:1NHEZS2[61BK92MJXX*W7\:W\%E)V]Y3 MVG36S_`6WK/>892RO.WO=D\S7S'Q5JW9,O8RQ?4TFH&$FC.F%OOXARU5NI=L M#U!N+AX5KSG30.8.41SY?1>&_'+6TO[,>V&=M3;*=MVV;C7A8)K(>5%HYGA MKFA&JVWR9MN\XB4E(".2;*N9G*JC=3]@N5T#`(F$P(\P"2^>>.F1[:W=[#VM MWXXR4YR/#-LG6IB>PL=3UWS=CY3>NAMEAM3LV8"Q+>SIG,7VVXRG8,3 M#9`5N-J:]H"Q(*]&:#E1KFBT%&DS;[U\XE$&]I^H6VE4'3,[L'BLHN!BI\0Y M!<^AG<@9^[/6\HW$M@R=YX^E;6QEB?,MNVB<<<9=3M2RYJY-QL=?-J,P9.+; M+/*/Y7&H+)+JH(JM2N=2G$HB`B)Y>N,+L7*7)&0S]@:0 M7,/-FEPS\A+-FZ\9<0K(I/%A.1-82*? MT6A^2L[L_'YACZUW)W.C_P`I3*^<<_DK6[/Q]X8^M=R?1TR><KYA?E\CRKN3R-/^,ID\XY_)6MV?C[PQ]:[D M^CID\XX_)6=V?C\PQQZ?]%W)^A],X4R><=OR5O=IX_<,_6RY/^<<_DK6[/Q]X8^M=R M?1TR><<<_DK6[/Q]X8^M=R?1TR><<_DK>[3Q^X M9^MER?\`.4R><2S=CCV+.<>SFW*WUFG)>3L?WI!W3AB8QLTC+49R[>0;R M-FW&F]6/(&,B+0C:W%2"`=]SG+W-:,[;2S$;*]1AJG]OMV86\#?/G_!]][<[ M&A+JMRR\5SML3[J4NN,M]9M,/;F1DFZ";=\'.NF9H03`#PJMZ;2<5`[^3 MR]J/XG;1]DFW_F4;\M1^3R]J/XG;1]DFW_F4/+4?D\O:C^)VT?9)M_YE#RU< M?D\G:C>)RT/9(M_YE#RU'Y/'VH_B3M1_$[:7 MLE0-#RUR1;_S*'EJ/R>3M M1O$Y:'LD6_\`,H>6H_)Y.U&\3EH>R1;_`,RAY:C\GD[4?Q.VE[)4#0\M7/Y/ M+VH_B=M'V2;?^90\M1^3R]J/XG;1]DFW_F4/+4[?9O=B1VA6WK?+MNS5E'&- MLPV/\>WTK.W3)M+ZA91RSCS6]-1Y546+QI<7V5TR>< M'Y*!G?WVN,/8TN+[*Z9/.#\E`SO[[7&'L:7%]E=,GG''Y*!G?WVN,/8TN/[* MZ9/..?R4'/'OM<8>QI<7V5TR><<_DH6>??;8Q]C2X_LKID\XX_)0L\^^VQC[ M&MQ_973)YQE?!7XL)FS$N9\590D=TF.)ACCV_+=NYY%-<=S[5S)-X5^F\49H M.5+G63;JKE3Y0,)#``CKH-9LYSE+O[=MS#CQ_0#_`"CP[M5S(-VEVSVX=]>T MB^MN-KWE$V%,7;(0+UOY5RZ><'Y*!G?WVN,/8TN+[*Z9/.#\E` MSO[[7&'L:7%]E=,GG!^2@9W]]KC#V-+B^RNF3S@_)0,[^^UQA[&EQ?973)YQ MQ^2@9X]]KC#V,[B^RNF3SCN;\5%SZ<>_W=8U4`1#@ICFYCAWH:%T`]VF`!`. MCR`ID\XZ_DH&=_?:XP]C2XOLKID\X/R4#._OM<8>QI<7V5TR><'Y*!G?WVN, M/8TN+[*Z9/.#\E`SO[[7&'L:7%]E=,GG!^2@9W]]KC#V-+B^RNF3S@_)0<\> M^UQA[&EQ?973)YQW)^*B9X*=,P[ML8Z$.0_\VMQ\>4P&T_VK[NE,GG&R=[0V MZ/\`K]"?@R/:&_P*]_VH_P"OW\(?P)_]"_SW_G:C'E/]\I+?#F7U8U_="7T= M&1X',OJQK^Z$OHZ`\.9?5C7]T)?1T!X5-5,YM/)Y2F$:#[T'P4',O MJQK^Z$OHZ`\.9?5C7]T)?1T!X M0!C!J`4'S\.9?5C7]T)?1T!X',OJQK^Z$OHZ`\.9?5 MC7]T)?1T!X:S,8"E=M1$>`%!=(3"/<`H',OJQK^Z$OHZ`\.9?5C7] MT)?1T!XT;IN&[;IQU"3%P3;S+^9BNI23>%54=.W!&V0$& MY5%3\1`A"E#H``"BVYN30?%[;2O%O/\`LPYM^Z-1!\7MM*\6\_[,.;?NC4!\ M7MM*\6\_[,.;?NC4!\7MM*\6\_[,.;?NC4!\7MM*\6\_[,.;?NC4!\7MM*\6 M\_[,.;?NC4!\7MM*\6\_[,.;?NC4!\7MM*\6\_[,.;?NC4!\7MM*\6\_[,.; M?NC4!\7MM*\6\_[,.;?NC4!\7MM*\6\_[,.;?NC4!\7MM*\6\_[,.;?NC4!\ M7MM*\6\_[,.;?NC4&$9';_BS`>[S:H?$\/<%KA=J&8F-R-ULA9%N1A+M(ZTF M3MBF[C;KNN<8"9JY,)R'*F4Y1'IHU.9R_WSU%\=A\=! MV,_O0]Y/H_E?OGZ87PH^.@[&?WH>\GT?ROWS],'A1\=!V,_O0]Y/H_E?OGZ8 M/"N?CG^QH]Z#O*]'TK]\_3!X5Q\=!V,_O0=Y?H]E_OGJ)X[.?CG^QH]Z#O*] M'TK]\_3"^%3Z/Y7[Y^F#PKGXY_L:/>@[RO1]*_?/TP>%3';`F M/9\=HCB"6S-B7!>7[/MV'NV0L]Q&Y%RGDMC-*R$2`RA%3-P0UO8'AI2'C&5ZWS:C-I(2-]7,V>O3HV?<<"1XX7; MLDB+>?]F'-OW1J`^+VVE>+>?\` M9AS;]T:@/B]MI7BWG_9AS;]T:@/B]MI7BWG_`&8+>?]F'-OW1J`^+VVE>+>?\`9AS;]T:@ M/B]MI7BWG_9AS;]T:@7W=7LTV\8NV[9:R'85HW+;MY6?:CB=MN<;Y:S"Y6BY M9DZ:J-7B;>0OUVQ6%(_'E5243,'`2B'"BYN,>B5+I[H_X?Y:(3'>=;45>\=M MWL6X@DEK7O/VTKQ;S_LPYM^Z-0'Q>VTKQ;S M_LPYM^Z-0'Q>VTKQ;S_LPYM^Z-0'Q>VTKQ;S_LPYM^Z-0'Q>VTKQ;S_LPYM^ MZ-0'Q>VTKQ;S_LPYM^Z-0'Q>VTKQ;S_LPYM^Z-0'Q>VTKQ;S_LPYM^Z-0'Q> MVTKQ;S_LPYM^Z-0'Q>VTKQ;S_LPYM^Z-0'Q>VTKQ;S_LPYM^Z-0'Q>VTKQ;S M_LPYM^Z-04R;[/W::1[ M\AF$@DLW.<[=80*82ZE'B'&M:R6XJ-68O;W=HL8V@7Q8/L96F/D\.$?\BNGA MJC[?'S=HT8-0OG'Y0X<1QC:@Z>3K_H\*>&HI2O;^=HBDN1OY_P#'?6G'AUF, M[233X::]^9@.O$>X`T\-1XY7\8)[0>)7*@ID;&KP1*4QS,L96VHBB8V@]4HH MK$(#UB>NAM`$`$.`C6;-.O474V[>/M%A"-4&J MY>93MR.T03Z;WQ^&G3KCBU>'YS"GAJ*0\[>/?ZQ#5SD7&Z'R%<>6F0>C7H%C MS?G5/"?4RLR2_&%=]K%-4QO[MR^W19M&M?7^#PT9+`W]V/+_!XMG[8% MX4#/T!0%`4!0%`4!0%`4!0%`4"G;ZOXO]GYW_4\G^\EZ+.X@*_[/E5;_LE$[/3W$FV7UJ+=_6U:C%[I(NWR3%3L M\+V`O2%^XU$/)U\]D?IIP'C6M/R1HNL6!A#70-!$0$3=T``.`?I@'4W379%= M\!2(GSK`8$Q#0XIAWX%$!U,4!X"/=TH,<7W;CRWKG;N1(BHX\";NFR*OTV/= M-E$05;/F_=`=!T4*/SIRCI6-_2^D'*-MY+R"#@D>R241,!SB5NQ3!+E*7KE2 M\Y2\P=6F`G^0%-M=MKQC`R?9>$IZ%;*O;@=K(L8QJ>5.54YE$D@3Y2=60QOI M:`*'.&A`XCY%:UF)BE^C,#)FV.W35*!=-`'F'H#0-./R`UK49V"J!2DZT@$% M+4Q>M.PYL1ELVVV-":@5OB6TT2@8=3:)L2EXCW1X5R5;>= M/=<;,?\`E,W>DJ/HU/QIV:,DEQ;[N;=;ZV>WS]Y7A0.U01`=O+^"JW5?^SUL M>G6WJ+.X_,\JNPH"@*"NV_:MQW6Z,QMR%D)IX5)18R+!$53D11*!U5#CJ!2D M(4>Z.H]S4:3-2V3M4W..[\9L%I1U:O<&WQZ^5T M?O&/J.6WY-D^C)'NT$_F(@/7]VY?;HLVC6OK_!X:,E@;^['E_@\6S]L"\*!G MZ`H"@*`H"@*`H"@*`H"@*!3M]7N0\_\`K?2/[X:4#8T"G[HOX M5:!L*`H.BAR)$,HH%[W'X0F>*M]\U8N5(YL75_*R4\[6286S;33YT7:YB]>IWB>M=M-9.;VS;G MI6-@F^Z)R7`,;!OQZ]8R\4Z&VT7-PJ)EF8":0$"DM:ZU14$5.O3[^-D->I=M MQ(`#KI5WTEYU)F<5+@`ZZ=`ZAT@/3T:"'D@.M<&EBY1N>2LK'-[W=#M6SV4M MNV9>9CVCTQR-'#I@S5<(I.#IZ'*B*EDA\.C)@"B+YZ?JCB"+CG*=(X%.&HAI7JV^+2:9CG M-K:E;V"]I-A#?;9:#FW'J5FY7C&Y@N_%4XY11G&*J*JJ1I."`ZG-.V\YZKG3 M72U%/42*`!BC7ELL[=$B]0%`4!04>XO]GYW_`%/)_O)>BSN("O\`L^55O^R4 M3L]/<2;9?6HMW];5J,7NDL[>A5!#L\;Y5<+)((EOK&G,HJ<"$[Z[HTH!J/DB M-:T_)&C,SN"WB`(FE&!>00$0!9,..H@&@`(\=0KLC[.KBAW7[%9*.'[I0HE( MBQ:.'`G$1$NGTI/01UJ9F<>J<^JGW+'RLO:[(9V!GT)"-*HT1EO*UZFT3:#U MAT2JJJ$()@JSCA+S#@;@IFU[VQRUB\2R#>57?2<8G(GC4%2&:Q2 M)RJKC(*F*0&QC*!H"9M##IP#2NF]EYC$XO)0LCQ%Y1L%#,X/K"&D%_!1,EJ1 M=P=("]84!#YTH<>.M4Q[&CX-5AVEFC5TV5(+(`-U9]#]Z;0=.[J&H4&_YLI3ZK:;M^ M2TTY,8VT73Y30*\]F+AU6-G3W7&S'_E,W>DJ/J-3\:=FC))<6^[FW6^MGM\_ M>5X4#M4$0';R_@JMU7_L];'IUMZBSN/S/*KL^>HZ`/DB'^+\[0:#G7HX=.@^ M1P'30=/S:`U[G'H_4CKY'SWSNM!(+V:%]O[4W68TA(VSK3O9W>]PQ-H(PUZ1 MJMV"JPM#+"*:+KJU3`)2"4=Z7G#'R?BFM[1Z8]2 M?$V?[QC<<63&S$_D&-L)`L5!QT3%VP$QC2S)FY5FC.-4([+(S!+A`PKHK)E, MH7F,90#F*/3>ZZS,Z<-9FM4XY@YM0^=#@7NB)2ET#H#I"N#U.H"/1H(@'#_' MIQ#@'10=M=`XB'D?FZZ?JAH-_7\5Z]P;?'KY71^\8^HY;?DV3Z,D>[03^8B` M]?W;E]NBS:-:^O\`!X:,E@;^['E_@\6S]L"\*!DUU#D/H4P@&@#_`(Z#X=>K M^K']#YE`=>K^K']#YE`=>K^K']#YE`=>K^K']#YE`=>K^K']#YE`=>K^K']# MYE`=>K^K']#Y@T!UZH]!AX<..@!KQUXZ;6KK,W`U%F?;9=I8>ZT+B-N+(J11Z+OSEC:MF)VXJD"GA(1969 MXL9D"&2#JQ3\*Z_CR\W-T]/'6<>J-J?LI^U7A]_\#A2NEW#EBX;.&QB.FBIC'2U*H`B0Y!KGM)+B*>7?*;FV? MY]-J!M<>R/?`(&`?V0UT$!#@.M0-K0*?NB_AS:A\+"R/M=Y5H&PH.BBA$4SJ MJ'*FFF43G.LGCF0D7 MCA9"'B(EB8"/KAN21;\_E;;317O$B<'$HY$J+VL'J[TZ5R3K_*CY>VX1PY>)G"&N?+A6@^6:1G"0\MM60QU<)(:.GA`U MUKI+BY]8F'>P[WG,?78UG81=.)>QAF39^V4E!E[=5@YI?GB(E_+I#S7%BJX% M3?Z$N$@BO`OQ\$=B4I1JYS6+M^S&>!C MWCETANM"*OO$]^PUT8Z<7#8&0+7D?"(J4@RJ,)%D[(J"JR)Q*!2G; M*]"J2FJ1P$0,%8DS<3MKFQM5;$^U]L7)X1>(MTTW;N+LRMR%8Q]RR+A&%LV^ MU&Z1C&/X8^7\%M^=,F4!.W74*FJ?7JS:][7+?63EJ7*;B-DH^88M92)?,I2, M?($BSN("O^SY56_[)1.ST]Q)ME]:BW?UM6HQ>ZCN_&,Q,'9D9!$HB`AD;$W$. MY_TWBJ+K^30=P]:K"\+VBHBX))Q$P',J\E7R"?6.?`VA!5.W:@8HD!TX$O5D M$0$"B;4==-*W)+>>UWLQB'BLK-5HVZTN*#ATD+&BDS.8V)90\\$O17;3>"+PZS(ZPJ&=D4U2(`Z`/13/H8]:1N_L0JW3? MN0KKP):ECV]>LW$QTM&-VA6[^.0?F!DNLP,JFIX0_AE0,82$T.8`-IS"- M19?]%)VM6O.1.6YBU9=BX;H*LGJ4E'2"+AHD*I@$Z1A(L">BQ"F`""&@:@.E M;T_)-NF?LA0L+%7?;]H2B:#(XLGKJ,>%,=4C=918I3=8!044Y50,`")0$0TZ M!"K=<7GI@H]UW!(6GDQO;5Q,@4A)([0C-V)=4U"NQ!,';)P3F+U@%$-2ZZ#I MH/16+Q<5N26<,ZVQ,W7.VX\A8*Z"D@;H:QDI,QDH@DN\45-(2[!N49$1!P)V MCB,7*/()`T$NH<:%GHK[NR[&B(QL,X$4,^U>Q,:U<-`=KOB$?M#/6CT@.UUH MUNGRB)1.*(B`@/RZ)BK3:2+:?E),8TZ[B*CW18UDY6-UIG/@S=`'3@R@`4IC M*NQ/T!H```!P"B/>\C=$CCR::E,`#H`?I1$0$>X/&@WS-FY0)M8P,0.@N-K= M#\YK7#?\G5CS.GNN-F/_`"F;O25'UEJ?C3LT9)+BWW,!/V5FZ@A0U,>`M99%1 M(NH<>4!4*4#'TXZ>1QJNRY\?P_GAO>TX,61)'RVGXI@:/47,U(\3=/44E&ZC M@%&YD"K)F$.8#E,&O`0'0:%N)E+GFG;)BB!QMN"-'60JRN:Q(*WYFTSQ9'"* M46[=+HME$71W#9>2=(.B).5A(X<&+S:@4!*F'+UWUTUF=>WGUWVNR%\X&`P\ MW'3N"(&X\WRN.@CW*Y/0?+L]4$8;.]L9+/'/I!QC65O7)F.9J=X58$U.3EK>G;G\EX2R;O`NG=Y!YD;1N.KR--+ MWE;TZ+FSD'TY`KJN[&M*T(&/]K9#3K+KFCT\*^(`=>QD31Z[E)-=N8P%4$ MICI%/WG.)M0#C99V[Z[3;^3G;<=L^()+;^.X[,UVHPUIKY`F,8%(ZCY)^C&3 M:)(-:/538Q"S1VZ6D6\BMSJ'5!)HW044`IU033-9)MKY7+.VVV<:E[W=X";[ M=,LJV$WD1D@/&^6:G*`F:LE%))ZT,R8O#E36D6*/@H=6NHFDHH`]\0!IM).E MTVS.?1NI_BO7N#;X]?*Z/WC'UAG;\FR?1DCW:"?S$0'K^[Y_SG_R0_1U#A\D*"ER$E'1#87LM(L8MF!P)X7) M/&S!J!S"($+X0Z512!0^G`HCJ/=%PU62<(*EX=\D MLB8R:A0\D!'IH/K0%`?X=&O'Y5!STCT#T#T#QUT\C3HH*!0N*9CH1F4A>)A%Q)N6J6A2AKIJ(T.D<&;.V2[.G`W7H75N)MZY)5 M`RB:D'CMH]O)^;0`U=``CW:OC<9]$F=NH@B:_C*$Q:60LT M1EF65=VZ6W+GNH)+!@2UMQF,92P[=53``MB;M^UV=QR%V@S"SE7B;QPY>M M[F=OGKIZ)TR!S)E3(`<.4*LSK.%FLOJBY?24\_\`!EEG[D5R""AU%#@@1%1- MSUB2B2A1YA.4YA-S\#:CH'``J.GC)$Z/8H;;D7$M,O$([P)N1U)R3HQEWCU?DYE#F' M03#PT#0*PAX:!3]T7\.;4/A861]KO*M`V%!CC+%ER&0+$G;5C)QS;SR10*", M@U$`,(I'!3P9;@!O!G.G(?E'70:NMQ'41+10IF2!!ZPJ95R\?7)KO,ZN6;KPNO;Y MMYQ795[.K@F6;BY7235)M9OGA.259VP]:+/O'!6;,S73>..I%IB+)62'-YQ=]0!$Y>!*M-V];,(JA<:+0#.H-V12`,8 M>L;IM4R:G,YU-H'?3>>/CZL[3U8*OW;YCK+T46XK>>1C9TY1ZQC-Q9D4SB98 M.=)-T@`@`AJ7DZ.3EZ-3B)AZ3CBYRP@PS-L5OZ(S#)1;O;I'Y53N=!=JRR?< M&0I>'M&V#.4CHHOS0D6<%TW,<0X'Y#IJ`(E#CJ(A7/?6V\2MS:3[!K2VY;JSISMO6Q,*X/*K05L/)+6'3?F.FBY?13AZZ4.F(E% M=N0^@Z@`%#'ZK=/*=KYZ7 M/MDXRR979+<[7(+,[^V0OC'BSIH341551NE@=L`Z<=.N`-:W\?Y?X9VXC6LM M[#&#[JM&4&R;0AX0_E,]%D\4*F#GPLC90S0XF$P&*'A!"B/&O9XZ[7R]<.6: MBFGTL:/2N7TU:YW+UB[58@YB#(,1,X(Y4*<7J8FYWBRIT^;G$``E<&YG_#!= MQ7P5HL=G:EIJ)*.C&2:KN=%'G(8P$ZPYT=1%(5":\IM.@.X-9NWI/R:,AMIO MG--@1TTW82+Z/5G7J+_JB.@\'!4A!0YW#8H"4O5ID+H'=`M:^.[:1G:3LX%K MOWR"Y+KN*45F+KN"83(X>J@`+'33*(&)RIAS%;IIAH&G0`5J7%RRR!D/&Q+Z M=0MUQ+@6=Q09@.B90X@D];E$AS-#HA5-% M%$Q-%TQ73,!Y)Y,&+P^<*1Y)*@4.@I1TJ87R>I.SYQY)J/[GNY1]'=4U05*T M5237539&6ZG4AC`/,"2PAJ7B``%#,G3*<-/VC#MDHR$9O")(%T*DFT45,)@- MJ8QE"Z@=03!J(]WB-7C'U95):4>]W^75CK.GNN-F/\`RF;O M25'U&I^-.S1DDN+?=S;K?6SV^?O*\*!VJ#!&Y"V\=WABB:MK*D#"W18TJ]B$ MIJ`N!H+^+DR(/DGC=)PS#OE^I<-BJ@'<%/7N5K3\A^;KO@E&Q%\H6U&*,"6M M&91E%;,8M&:*";9L,P4%IE))O'@P?1)E MP.(@8#'%,O`35TVG<>>7&,>[3+:VEQT([=,&KCP91UHFDF503"F3OE MCI@<3B&G>\P:CW*X/3;)V<3:9/3&)+CFWTNV>0YTI"WW"@*)&`QBHMI-XU%) M4H&(C:YDK@A#R0C*DVW[D)W- MKJVY.Z'-QKL<8N&D.=*40931CE0<+KHFU;E.IR&20<"99`1%40$HZUQN<7+M M+/*35:O9P7U?LLRG<3G4\\,C#/8QJ)8QR=HM)/I9.9?HK1[?4T&B! M6Z@=:JZZDZ8]X)1SIG_"_)QS.R_=I.YOI'=CD:V;VD_+1*T7IXFSS%*F":5E MO5EIV%$RR9"#(OGRX-OCU\KH_> M,?7-G;\FR?1DCW:"?S$0'K^[[&E_@\6S]L"\*!?\` MM*.T$LKL^L0,+XEH;SWW]>KYU`XULKP@6;:6E&2*;F1D9AZ4ICLH:(;KE.J( M!SJ"(%+QUJZSROT&C]N&[0_)^[R[Y.Y\W2$E,)&74-"QMGWE.04=9;<1*"32 M&@F2C=@X;("0IC&4`ZJA@$==>%=N-8B[]D7:P;@]F&4(M>&O6=RO@Q[<+8N0 M<;74Z7=K.HI944I)2`J6%,J0EY%1&I<;3AK&)F]OT!L M?9HQKDS%MGYEMNZX@+!OBVXZZ8:8DI!I'IECY%HF[!-T9XLAU+IKS"14@\2F M"N/7%3.29YO[6O8#@,'K>\-P5LS?00V9J_&B,8QZCJ%V\;>KDOJ8%0R49)7G+F8QC\HZ@F=.& MM]LYGDQ-Q'E.'#H&EDGJN+C/H52-WJ_C`N_,RJ.!,87!BFPYHYRM9Z"L^/L* M,C$%.(`%_7$0D@<.4O`QT@$0X>365^V?5D&T/Q>K?1N`E6MW;T-Z2TV8E0DK^<$7;E%PZ_2\1Y]=0IFYSZHQ_NKV([8-YUH>9I&.K%RT0!+?N.%>G+IY8QZ7,2S*(*] ML37)B>ZUXR;:F*V$'`,G^G6(O"K!WIR*%T()3%`->;O3#P'0U=Y9OYABX%B!U$5"JRDNY*)8BW(]R8Q1<.U!']DO%>412;!]-6X:@"9:N M^\FO,)K4T6*<26EB*WRPMMM0,[7*BI-S;D`-)S3U-(J8N7:W'E3*`:)I%T32 M+P#CJ(^;;:[7ETDPRE65>=VT:/VR[-\V;O&;E,R+EJ[13<-G")PT.DN@L4Z2 MJ9@Z2F`0&@2+(FQG'LJ_[UWSB5=HQ(*+6?/O%TC`H$U;ISBBAUR MX$.*S8"'3Y1Y2]\-=-?DLOW&91^0+<,>: MM&2^I5)`S4AWEN.GR^I447)>L.8-1T#C76?)K?QS*S=;/X8]3Q.::D88\5&& MN"->O$#M$8\S=VX,HFN4Z1$VY3B#CJCD#42CPZ?)KIYW'U9PG@C$S)1T>DH0 MR:B;)J0Z9N!B&(W3*8A@U'B0>`_)KQWNNSW5!1[B_P!GYW_4\G^\EZ+.X@*_ M[/E5;_LE$[/3W$FV7UJ+=_6U:C%[I4>V]=MV6PB]7#DX$3+>V.2\PCH&I[LC MBA^;QK?Q]LWF-,Z'RE+M6RT;#*OU$CD.GRBZ\';B0Y1`P#R"HIH(#Y%=LL^+ M$GJ;19'3R6DWZQU'QUEET1<@FW2*Y.*BB0%`0.8=3:"(Z:U),?P6^GJZI.;% MAEPX%64(($*1`@**&Y2``%,15X/N9)MC)3-!0S&V[?5EWJZ!R=4 MV*50K0QDS9NA9NN]:QC) M-91@P:D`!6307,0$E%!`P`)N&H\.BJPS4O>>2B)HFC+/!^+DP"W!!P@5,KJXU67<,ME>024+/XF0EF@@<1(11HLN` M"'#3E64.!A+\C4*MMO,')"J-5%2'526(_$RCM=MH4HZZB(I*%#@:I99V MUQ]5Z1%^3+9J+9\G;+18$Q)JG-)*(\P`)0*"AT2%$0TZ!TK4OO[,M[W:"H=7 M;#@U4XIF.ICJWSF,D8#IF$[;F$2&#@8HZ\!KR7N_R[,:YT]UQLQ_Y3-WI*CZ MC4_&G9HR27%ONYMUOK9[?/WE>%`[5`IF]I\\BMNUW2<;/O+6DV4M9QX^>C5& MR,C'KKW;#LE#L3O&SQMX0NT=*I:'24`2J#P[M:T_(:-G:K8RA+.9Y+FFH2L@ MO*7DJ0LI/"BL[5?(SK!1\[:*-6$>V(HJ1;E4`I!'E'30`X5UW_%/B_)$7M)O M&)QWN)Q;?UPK*H0EF7$6Y)55%%9RX!I$-W#I8B"*!3J*+*D()2AIIS"&H@%8 MT[=?D_%L`[C=[V!4>N).YH>U7XQA6$N1=U+0R,@FZ=)D4:E*X18$.)" MJA]+,1+F(8Q1`:WM9_Q9UGJ;+M0;:=79M`<*VFSM4AH[(F)YRXPA!B4SRAH[ M#+1&1>@K'&,15ZBY#Z>FL8'(J=(";A6-_P`6OCN-LT@W9A)0[&F..G_Y>+9X__P"0+PH-9W\8ILS)N1,\X_)`XYGK MXLRPL!R$G(NXQ=T#.V'LI=[C_I([:-4U5'7(5($#%*7OBAIK77X^D:J>0HEQ M`_Z?NB)4LB\)56+6A;6+#2=O(/[428BF>XVZ,F"9B`_52T*4X`*QA,LY<4LK"Y6MZ-C$(6.3.FBSN15DO)NT9A`>8H)2 M#1F*2*A0$1$"%,.HF&MZS6SRV[<]Y=;B=&:P-B'=-VFF4[LPU@?)3/'-A8]M MB`N:ZXZ^[T?1%FVBWDP-#R)XR(;K+`]05E&BJ@IMVRADP-J8``0K.VWHU)KK M,^M-R'9/;*\7.O.!>.Z&[-Y^Z><:/&EJX)VMLV4LVB[@(3JDI*Z9Y=V\CH^' MA'8]<[1>^!.#MR#U9#&X5F3/-G'N>6WM&Q+V7?936QLXQJO)9Q@<39)SE-!@A#;[CB'O*+O2U4UK3GN)-LOK46[^MJU M&+W2'_C!4EY5]G!?;OG%/DR#BP.8/(-><6`A\O0:LN+E&A]#Y)>E,5O&MG+M M8Q@*'@Z9SB(Z@(&'D`3`.OY@#7?.V?MF6<1D^-MS)5XMG!UN1YP>W;-(N7`%%55-PY313$I0`1(#8#B MH80`!``XZU<,^3(]@Q49=]QFA8TS"TK/8+`D"RXMF#F8Y!YP.D50Z8"F;D$0 MUX``:CQZ-3'E_P#5F_[I!XS&K&*;1T[:*+-&88ZG9RQ$T'2AQ%`Z0B1NY0), M^`IH1,F5L3]D+1#E<$W'@P#J5,^I1/IJ`::5,S;C;L8$L:\%["F4FB+M=]CF M?DQ2;D66Z_SNR3A7O=%#_P#\*)?>+QCZLR.X,,EW-)0AY)9M M$P)&@/$&B@IK.5W)#+#J).]Y13(``(ZZ:_)X;FLMOM$7DIA:P3,%(U2#*JDH M!^L,8Z@G'O.43E.`\X''0/(UTJ2:W;`W.MI[-*.VVX5CV_/U#/'\$V1`YN8P M)(-^K3`QAXF$"E`*\=[O\NS%F=/=<;,?^4S=Z2H^HU/QIV:,DEQ;[N;=;ZV> MWS]Y7A0.U0(%VG%QQ-G;.,DW;/**)PMLR5D3LH=)$5U",HV\H5TN8B0'(*AB MD)KH`@(Z5K3\DO,:06]/<':^YBY;TB!+.1L$LLRNYA%`R*UE99P[<)=2@P1= M%.DT%\W2*HH=4-4TM3&:/V(*1\R[ MDVHO5(Z10,$NVENL,D1[H?0Z"O5@HEWI0Z#Y^WOV;F^V>>E4A8T3O+3DC\C: M/CX51"571<-A71;3,0M`N))-L_=-07,R\LP5,DB(G5`-`#4=069L92.=GO"L M;*<9-MPLG(MKC@[0`#7!;H()@[BX>3;.H]21CWR:Z!4%R&`X"*9EP/PYQ`*U MK,3";VWDN_:*,[3@LH34%:9'Q$5;Q?7`Z.^ M634`I"E2`NH%`-`UQOW/9OXY)EEI98'81<0W:O1:,B+LVVDWK& MHX\<-9=JC%0]T1#RXV#@CYU'W_$)J/8V9107;ME2L7D(<$5$0*!TS@8>(Z!S MUXVNKM<;ZY_Y<_[,4;Q\YW]G[(5MW?D%I%MWK.U!A(-_%M_!$I>$:3TPJ1]$4T"Z@)M3#-LW9KXY)JW0?Q7T!+L/OH@AH)KV7*C;3AG.OR73'0/R:Q,8Y[;XVF:FQ[*/L>LF;Y7B&X*] M)9K:VV\MUNH&400GIZWKQOR7[Y:T#;4"G[HOX5:!L*#XN!,5NN8@Z'!%42#Y!@(;E'CPX#01U9?W96SA%>&;Y)OPMOK3Y' M1H"P%R77-+JB!4096ID5T@H<0$0Y'L19\FQ*7AP'K-->[5\-4SLPK>&^YPP44 M*E9^0WK?9= MT.,?N!W`';(F>S955BEU74CVSPQ%/TH@4%ED^40`P:B(#\CNA7INNN&'S7SI MG!PB<$[CNHAS`1,O41<8(:JGY!Y064,?4"CWHZ#TZC6+)CU%S3.4.-5C\RVH@`"!"AP`*>-S)1\!SAE<2F.=[ M)/"D+RBFM$)-^4==1./@[A,1X!H'SV@A6_'6#(N"U\H0MS.U%VJ4G:Y M$3E269J"J_N%HS$H:&Y#%$JFH]\(AIT<:68ESCI=>VQ6DF"22:0=":9$P'77 M@0H%#IX]RO`ZJ7<7^S\[_J>3_>2]%G<0%?\`9\JK?]DHG9Z>XDVR^M1;OZVK M48O=)]VZ%L-+PV"W=!/42KMW%]XZ7,0WSNK.Z&+H!-\@!2XUK22[8O3-N)EI M/R)L`UVOCKUTS]U8N7RCD[( M#L8NR(IPR9"82)`P;J"?DUY2F<."ARE[PVAM1``&I+;Z7*XD5U/%.2HQU`N; MKG4VR\W(MVB;99\=RZ;E`%#J*NDRB/5I))D$H@/$><*IF4ZMDXG+U#-`;UBW M1T^`@LWY3'Y@9T\CX]2";M626612 M(0ZA6ZQI&)=F,=,H(OHXXF`R:@F$32!,3)@YBUA#F5[X`$Z?SR8?*JRS;@)?9ENVY-7HN]O&/*N0)M M8TO"2`F(V7?(KG*J<2FX'3.)Q,77@`&K&LUZO8SADS"&.+IB'#JVHJ.CW+9/ MG:'CUD"+($(41XE0U,8I`X#P'0*>.GN,',\5#&6A/1+TH+.'$2M*E,8>8R`I MK$%@KU>G.B*P)F,01`!.!=0Z*OC+.!Y9`MQXX7MC*48W7?1,K"1[.[F)$SG$ MO5(IIE?@F`=(%#41[@AY`U-IC&`RMKW[;]XQZ3^)>HJI+$YE6_,`+HFY=!34 M3YN8ARCTZUN67F#<9VP"`[?,0Z<0&QX?0>D-.I&O#O\`D[,/9T]UQLQ_Y3-W MI*CZRU/QIV:,DEQ;[N;=;ZV>WS]Y7A0.U01=]LU^#@W(!Y-O1`=&O3<,6&FG M=UH-`!_(Q;.XI9:XW4DZ=#9N/(^$F5G1Y12*E';\K5J5=NF!1=0YDU.H.GKU MJ*1A,01,`5UMQMGZ&,R?3*['N`+WL).\)>:M.:A8F.A47\AHY(Y2=NIN,E7D M`HS*[1RI=+>$OM6^/.VSQ>_G2. M,CV)WJNEGC%;%Q&ED&*MJ.',[$*($=IW"X@HUR\;-S(._ MV,X1<'5`IDSA;EY;@8:1N-LQ;P2K;$EMGB796C9O& M"A`S#TC1RDW$&@-&_AW4IMQ$!ZA$"G\FKO)=\MRW'U9VF]M]N7:Y>72SS'Y1 MVXX!$IX&U[M5BV<:Y;J*MA;.A,50J8B/6@(CQUJW72W.:S-K.V MT+V$]M6-:FT^ZXNR19J)CE2==2SMBY353D7BS9KU4BHU1^E,%W:).8Z1>[QT M#HKS[R3;&O3[03^8B`]?W;E]NBS:-:^O\`!X:,E@0]V-+_``>+ M9^V!>%!GF[;1M^^;=F[1NR)87!;%R1;J&G8.5;D=1\I&O4C(NFCM!0#$5353 M-W0X#H(<0JRXY@UAL_?BT=GW/?CFX-OF;QQ[9LG(J/5;*O2$6N!.W$%A$ZC. MVY1AU;AP@4_%(KH!ZHH`4!T"M3>^J88]QS^+%NPN1LIE_<5$O;31?IJ/$L?V M[)-[CF8I)45%&"SNX!,TBU'R92$4.W#O`+J7B`5?V?0PVA<,83Q_@#&%G8>Q M9"-[;L2Q8=O"P,6B`'.5!`H`HZ>.`*0SN0>*@*BRQ@YE%!$1KFK)_@@_JP_. M'YM`>"#^K#\X?FT!X(/ZL/SA^;0'@@_JP_.'YM`>"#^K#\X?FT!X(/ZL/SA^ M;0'@@_JP_.'YM`>"#^K#\X?FT!X(/ZL/SO\`NT"L;YB\FT#/I1XZ8]DOWPUH M&TH%/W1?PYM0^%A9'VN\JT#84'R6+S(JE'AS)G#7APU*(:\>'"@@GWR&?N'U M@K1D@2-5;)SZ)$55WS5R\T49AUK`L/$RDRZ*&NFJ)D]`T$==:]$XF'.]EOM! MM*/S1ZDF2'?"/R:8HD'V,HJ^6&-FP+@9(TX`BDW0 M%,IP3;KF#K.M21,F5(2CP(&G'3N5C?\`&K)FGGWY)%6QN"1S$(0[&5+UB@@! M0,9(O*`B(:^!I'%9JH/5`3F!5L"9OU7,< M3AKWPCT!TUZMKB98?$T*P2.4Y_`R#J!>#YF(D$!Y2B!1U$Q@TX_+K'G;Q]!? M-_L6(W3JNZ1ZTT-#VQ)7A=5'N+_9^=_P!3R?[R7HL[B`K_`+/E5;_LE$[/ M3W$FV7UJ+=_6U:C%[I'>WXF9F![.Z]9"`5.A*!?N-6J"B9`4/R/;KCVJY>42 MF[TR2H@(]RM:?DC1PL7#CF2;Y10I31I#J.%CZ'4(*3]X<3=4!>4I MB&OYU:87W)X=BHZY;1?R0F<-U'RC5=16#G733B.E:QKM!RQPA>$2"96T\W:K"'(H^*P(5RFGSZF.F8%`^F'_.\ MFI9I.QTO"VX^R[9=-"KK2$U/+E9G>.S]<^D'SGE3%10^G^;2#7E*`0L)719$ M@ZNC%;Q=L8!5<+PY1$432]W^75CS.GNN-F/_*9N])4?4:G MXT[-&22XM]W-NM];/;Y^\KPH':H(O>V7*)^SBW(%`!'6W8@="\W,/+<,6;AR M@(Z\*L[G\C\]"?1+,S\?'QJ@/%WC/%C+5+14[IZG-D,J!`21(#E81`"AU8"! MA#0-1UKI9;W]">_\I?MZJK:6QQ+Q]MJMUCA%8=4F4FZJ?A,8>*LV\U7R4FW( M7PID4JS,&ZG.4`*Y4*D?03`%=]M\S$<]9R1/:[ENS\.SDI/77/D@4I3&(Q4< ML9D[>D4E4UFCE!$Z;)!R8O*!`4$3E*`@&@#K6)<7+6W-N%E14LG(9NR/.';6 M_<035JYT?5<_;/\ M%8E1*%IV>D3@!(%^;0!#0!-,,BZZ`'+J;74>%<'2R6Y_XLT;C5=+F@%$'R3P MQ(8G*LV/P:J`',HT$P*J'36;*")3!J'*8!``*'`.N_%C&N+WT[6#EV0QU/8Y MR-)MWEV.(+RQ0!E(2CH#O$'<0J@9$7;DCX&Z91,`]ZF.NG<'C6L^&*DGE/3-$)87*3 MAM`.TWA4C)D<&.84@*=0!('7Z^C&*V?OQ>Z0A97:_FI[!*KKLEMQMY]6=5F9 MB04O`8P4Q316Y'93"`CU@+$(H!]=0KS[7-RZ8Q)_"?6H$>[03^8B`]?W;E]N MBS:-:^O\'AHR6!O[L>7^#Q;/VP+PH&?H"@*`H"@*`H"@*`H"@*`H%.WU>Y#S M_P"M](_OAI0-C0*?NB_AS:A\+"R/M=Y5H&PH%4W=YJOW!..&5Y6'9I;Q<'G4 M8^724*X,E%1BK1RH,DJ5J0ZAB$<)$*/``[ZNOQ:3>XK.UP0C)?EGDN*LF8C) M!NT2\J3/I)NB,HY(N>00;+=61LTO:R(]3D/S:>%*+B'Z4H=]KTZ88&-AY%L\ M1ES.X,Q>L!1TCX);$#*)!KH8Z0)6O?JCA7Y',PY=>D*G'JII]LN"LEV=?MGO3V1+1%K1 M4BN_EI&9+&Q*W*=DY33\'BP%%V8OA"I0$#`HH&NHCTC6-[,69:DN3&[U6"C;>68%67%RA-H3L?=BEO%(6*QC+-^3301O6Z5!'01$->>3,`]( MUK]F\ZJ8B^V?9E[36(`5M9\T0I0$I2A=,UH`>1^VM>&E7]OR>_\`Z,^$=Y/L MS=ILNB1![9TT=-,P&)RW5.D$HAY`@\UY1[H=`U/V;^]:\8JT?V=NVB,13;M8 M"X.1(I"D%6YY9=3E(&@`915P8Y]>[J(C3]F_O3$5,-@>W3E$H04URF#00&?D M!X>0.J@T_9O[TQ%ON>S;VM.U3++VM-&.H0Q#\MQRI`.0Y1`Q1*58`$#`/$*? MLW]Z>,"MZXFB+I)I";7H$0U#N5J?-\D]4\8N,_9Y[6U"\IK+E----/ M/5<'^5^-/W;GC'A7[.+:DN&BED2HAR\NGGLN(`_-`)`->%+\V]/&'#LVT(.P MK6@K-MILHS@+%CV\!;C%S&M'4DX1F&+@Z:3B6>Q\.-9KQ(K:]<:M##(1TB5>16(\2OMN[;*E*/.)R&YRB&I3"/" MM_L^A)/4^.X+L\NT%O:+W>Q_[1YM=\L^4VQW?&LU; M/RS^_%7#,ZIET@NO%.I.=N8@@)AO\H&*8X^2 M--MI>FICRS>GDENQC[3]U",@)M$O@[E%K$L`:>>_%?7I$;C<*S@XF\_G5=64 M[Y,.!A$1-T+ZS M+4B(1AX8PN@ZQEE5F3I`A@54;@43\P`!]1[>6LCGBY2Q=A)MFS]M9VO9$LC< M3CR6QQ>,UFN[+G81,Q)0$HZ?PL@FV!K*`XMZ7F&A4W!BB`%.H50-.)0KBW;F MY3=T0CW:"?S$0'K^[+9^V!>%`S]`4!0%`4! M0%`4!0%`4!0%`IV^KW(>?_6^D?WPTH&QH%/W1?PYM0^%A9'VN\JT#84'F>-& MK]LLS>MT735RF9)=NN0JB2R9P$#$.0X"4P#\F@P'$;7\/1!CF+;SA^`J**)H MR$I(+M4@.81ZI-J"Y$"I$UT*42Z`'#HK?GLF(RA$8WL&!.12&LZW(]4@`!5F M\2S(N`!T?3NJ%4?S1K-MO:KR(FFD`%33(0`X`!"E(`?F%``J#O\`X?Y/\E!T M,0A].#H?\`$)<.CZ63]#A0=NJ2 MZ.K3T_\``+\R@.J2_P"*3_\`$+\R@YZI/4!`A`$.@0*77\_36@[T%'N+_9^= M_P!3R?[R7HL[B`K_`+/E5;_LE$[/4--DFV7UI[<_135&HQ;FY.31!0%`4"_; ML+TGL;;7=QN1K5E`A;HQ]@S*]]6S*G(BJFPN*T+%G+A@W"R"X=0Y;DE(Y+K$ MC]ZJ34@\#4),W"'K:]VG>4F3:>A,Y$\_MS2[C;='8[@HYC`L'B3O,.*WEW.W M\K>D*J%I/VEQ7)&K(QC`YR2305B)+``$$:N&[I[,A6KVAV:8O-3VQ92U&5VP MLON4SO9I+>?O(J&N^U+4QGMJALQMX""W/81M#,T`S5BVURJSS)Y".06)(0$Q;EP2=NR\%+(KIIJMI>)? MQAT720@/5+E,74=-:,F$H"@*`H"@2C.7NN=F/_AYO])+"BR\6'7HA)<6^[FW M6^MGM\_>5X4#M4!01);P]R.7L9[M8/%UDW25C:4ALIW`9G=PGAD)'.$KZQW) M1C6V9TK^5^FGCVB3U3KF1.\BC4F>?1\=NF_J[G-A81A,HVI(7-=-[[1 M+;W-)7_&JM_`;_9,8\7N6F,7%L$3)QDM9:[ID!$#&Y''ED@FF&I342S%PPYC MSM/\@2F9E(XMD-;R@.VEXVLT?V?(9=PA,9/U;MJQL@9"QP^Q@NXG;`15/(+LKS@GD6FZB,G6U MC"Y(MZ^1*";-_&2-Q@Z-SZ$212Y3CS'`:K7C,9SP7S)'::7T\NB]MQMRK7/".9X;FLFZKPLR=:S=IMS!*VR MX26MI*3;J."E26:OTRAJ9,XT1$3@OM$,["38_>63;L7N6U\E80WAY3RS%PP6 M\ZD+\=X-0EG5IM;>C8X!=VV9$C,B:J(`)7(]\?AK5PW=/8[L+VJ-D/;GLBVI MO&MT0B5VW$[M4;F343E[8\]'G`QCDJ*M9A)1Z9^OF9>V\E"1`PAU"CZ*6;

Y;3M?B4:B"@1_M`_YB;?#R<_;<@_WSV;1 MK6XY^AX*,E@;^['E_@\6S]L"\*!GZ`H"@*`H$%W][JKHVO8O0O2P&,/<,U:T MO;M^9'@GH'7D4,"P5T0C+*LU#MD`/I.1EORYG;8%@*11%JX$NID]`-:S-^C$ M&X_?VM;#_*.-+'-;T+(O]H-Z[E<'Y8+<\/*1UVI6U;JLDZCX^#`3?Z8A%U&S M@[=4YBN&2Q%"@)3#0UF;]%!9=IR:"Q[.33_$UXWZKBFS,6'RG=5M^5IP:S]W MV;:]R2MP>=ENIY9J6\+6<5]2V- MO(W&AC7%4?M>NK<'<%Y)L4',U>EP1UXO+9):$*YD"@T;IVA%Q7EF\20$[AR5 M\B0Q03#42XXRC%W$=HUFRP[KM5UB/-!KXM"X]G-LY5MZ]W.-X.-M-_?$WF8+ M$;Y&R!$.OIUGXN5@N=-ZLF'5-%"`N&FNH5J3CG.63)\_@R:0<_P!* M,Z4[:ENEB-T$7D]TUMF2LB>Q9DA_CJY[0G%"GG(EZVB8N99+R`IAX M,9*6CI1-PV41,9)=L3_>2]%G%R@*_ M[/E1?*?[Y/+@[&._?!F(<>X@B4=J,_'8\MIE;+*:?W7E5D\DV[`5"I.W#-#' MJZ+991,P:D*H8`$.FC+*WA':$_Q'M%]&F7/N<4!X1VA/\1[1?1IES[G%`>$= MH3_$>T7T:9<^YQ0'A':$_P`1[1?1IES[G%!39B/WY3\7(0<_9^S224*4I8>2=1A,1`R8DC("S=F4)&IK.G!(^(N7*,8Q(Y?.57KU5BW]C$F4 M16:FMJUIYJY:ODY0!#F.0Q3%Z*"L>$=H3_$>T7T:9<^YQ0'A':$_Q'M%]&F6 M_N<468SSTLJ=Q_O&NF6)/7-B?8C<3F)UW?\O*)P,D(&D8,DC(8I>':3ZT>V,]2%95)8S9,0*7301]OU13*[H]W'R<6W4:1DBR<-,1(JM7T>U7.D@LF8JB*9S%((`(@(\ MOY_U=W&&-T#M[.R+O`O9[.I"Z/#`N5\Y:W@L\N$)%=)Y(>7KE3$1UI?PYX@1 M5;P@RG6J$*8VH@`T2_3IT]13KBA;$WE6V[N20M[%6Q2!?W@X4=7 M:]A7^0HMW=#E4ADU'%QN&.*6ZTXLH0PE,=T94P@(@(T9S.,94:+Q!NIA%89> M&P;V?<2M;K2686\K%HWHP5@6,\!RSC.&6:XD1/&-)DBA@=IH`+*>5K;F,ERB M/@Z?'O"Z#[?J\T3C#=O;Y(Y."PUL'A4XAZK)Q:<0>^8U.,D5S"=>0CRL\3(` MR?+&.83*I@4YA$1$1H?;]60/".T)_B/:+Z-,N?G0\([0G^(]HOHTRY M]SB@QKE'$V]G.4/;5E7V.V6W+39Y(QM>TY)6M\"L*](:[3LXME*6+' M,%73_P`J01**JZ92\^HC02.4"AY7Q_N*0S,SRK@L^'GJ+O'#.Q9Z+RE+7A$K M(J1UQ2LXT?1*UKVW$ M=H3_`!'M%]&F7/N<4!X1VA/\1[1?1IES[G%`>$=H3_$>T7T:9<^YQ0<"X[0G M3^`]HO<_^VF7/)];B@MV2MG>]-#,#,X\V22WGAAC6[<'EE-9*?\`EY;QP7`\ M#,"ZQ@IY9PX@[6`6JPG0'K3][WPZFOM^JS5,);G%DXY%;`/9Y*HQ#!2,BDE& M5VG2C(Y:-1AE8]@0V(.5FQ5AT"-#))`5,S5,J0EY``*);Z3.%53QANX0=N7Z M&&M@R3YVQAXQV\3/?*;IS'6Z4I+?8.'),3@LNR@R%`&:1C"FU``ZL"]%%^WZ MKU8H[^XMBSC(VU]G<='1[9NQ81[&[,KM&+%DT1*@U9LFJ&-4D&S5L@F5--,A M2D(4H`4`#2C+U^$=H3_$>T7T:9<^YQ0'A':$_P`1[1?1IES[G%`>$=H3_$>T M7T:9<^YQ0'A':$_Q'M%]&N6_N<4&/LJXZWUYEQU=F++G0VLP=OWS%^44S,PE MTY2?RT;'.'+<[QU&L7E@-&CQX5ND()D452)S"&I@"@D2^3^B'Z'"@7'T7T:9<^YQ0F/7I;D[: MV]RZC,CW1CS9)<:D<#LL>>>FLDRYF!7Z1&[XK,S_`!>X%H5\@F4BP)B`*D+R MFU#0*-?;]5O*8IW7JB<5,)[`U.MM8]C+=8%[&%2R5#BJI9QQ-B;O[5.H;F&/ M$?!!-Q$FO&B6^DZ?**Q%NJ@I(DU"X/[/Z'F$AC13EHI*](^22\I6AV$/U3YG MB1%T`Q+!4R#;OPZA(PD)RD$0$DQZ]+M@X#?-;1'A+=L/95`%D'";J0+"3^3( MHKYTDV19IN7A6.,&X.ETV;=-(#GU."9"E#0I0"BWQ],Y5SPCM"?XCVB^C3+G MW.*(/".T)_B/:+Z-,N?W&8(O%>;\96/9WGEQ]>%\VW+69=[BX^ MN&RI^R(2582+=RW0,VZT+X042.&H&ZLP4#>4"2Y)SYGA+/DQA'"6++)N]6V\ M>PM]3LW>5X.+<(4LY*+QS9@Q;-D%S+F)U`F,<=`#72BXXRZ>?K?OXA\'>RE* M>9]$'GZW[^(?!WLI2GF?0'GZW[^(?!WLI2GF?0'GZW[^(?!WLI2GF?0'GZW[ M^(?!WLI2GF?0'GZW[^(?!WLI2GF?0'GZW[^(?!WLI2GF?0'GZW[^(?!WLI2G MF?0'GZW[^(?!WLI2GF?0'GZW[^(?!WLI2GF?0'GZW[^(?!WLI2GF?0'GZW[^ M(?!WLI2GF?0'GZW[^(?!WLI2GF?0=[=S5N:ALFXWL_,V(L?K?OXA\'>RE*>9]`> M?K?OXA\'>RE*>9]`>?K?OXA\'>RE*>9]`>?K?OXA\'>RE*>9]`>?K?OXA\'> MRE*>9]`>?K?OXA\'>RE*>9]`>?K?OXA\'>RE*>9]`>?K?OXA\'>RE*>9]`>? MK?OXA\'>RE*>9]`>?K?OXA\'>RE*>9]`>?K?OXA\'>RE*>9]`>?K?OXA\'>R ME*>9]!9.2<[[W<68_O/)-QX#PRM`6);4Q=ZD*H@H"@*`H"@*`H"@*`H"@*!8KH]V'ACX/FX/T^[>*!G:!(K0_"`9 MA^#QCOTT2%`[M`4!0%`4!0%`4!0%`4!0%`KVX2 MBP[E$)#O<_:VUCX8F(OY$ON@=Z@*`H"@*`H"@*`H"@*`H"@6/>I[D71 M_2O)46=Q97WEU5O^RQNR=_!N;,_6+M']96J,7NI"J(*#@1T`1\@-:"W+@O"U MK3:>'71<4);C/E,8',[*L8E`X$#4P)*/ET`5,`=PNM!AA7=SME1[#PQ\'S<'Z?=O%`SM`D M5H?A`,P_!XQWZ:)"@=V@*`H"@*`H"@*`H"@*`H"@5[.7\[FUCUR[F]($_0-# M0)0[_"$Q/P4GGVSC4#KT!0%!:=X7Q:6/X5>XKSN",MR%;!].D91TDU0*.@B5 M,G.8#+*G_2D(!CCW`JR9X@3K(>^BQ8J!7>XZ8OKNX[)T@\2V8!P0ZB+2V53,V+ M`A!,L8JS8ZJ1I!!1(G'K#BH41X";HKO--=,^/;%VM_A@&[LWS.WYK$7W(3-X MHOYR89Q+%Q;2$@:24=O0%3K6I$%6,K+1R7,F4Y/`RB)C\HJCTTMULYDPF#H1 MW:AYHP_A6X+MR_A:#R#=,4NR?V[9EE7NUC(4>(\=OCEYUXCI+Z)<]O>=++W(8?L/-%A.16MF_()K,LTE3$%S' M+JAU;V)>@41Y7\:](=%4.'?D'@%<6F:Z`H"@*!(^T&]SB^]<+%GI[A*+#N40 MD.]S]K;6/AB8B_D2^Z!WJ"V+QD7D5;S]\P5ZETB+;JE.K(KR]8Z13-]+4*8A MN8AA#B'#6K,9YZ&$//\`7B/`)(@#QTU9,0`PAP'3]CC\OAY-=+-)SECSQV// M]>.@B,F4-#:AR^9)"`78MYJ[X6*D"`;3Y`<:UKK+[_P"3R8DTQM9-9=1N1[(A%$BUS$-R%,B[.D0Q2J&`1**A$S&#N4_7/J>2]( M_)]R2:!73"?:/6RP`=%=JVC54E$Q(!RF*H1N)1`2CKJ'34NFLF>3R^CVA?UX MAJ!I1+F$>]'P-@```_+;>36/L^IY7V<^?^\.41\LR:AP']A,1#ATC^U]:N-+ MQ+R>;H%_7D;324(&HZ:F8LRAH&G$!\'^35NF)G*^5]EQVI>%SR,_&LGS\JS5 MPJJ19,K5HGJ!6RR@=^F@0Q=#E`0T$!'H'A6,:S68[7/+.M12Q[U/3N"><)09G;@H+J>"M3+(QD7&LFYNL,J!033 M)PKT:V:SB<.904W6T2(O!>Q9#-%@24_%&6C'Q(J`E7,`R>B<""FI>:@>5JBJ M"Q@(90`%,!X]%7SU[QRN*=8;4MG']O0ETXQZL\W@5"E MIG31F?!B=XV7!PB)%R%X%.(?JJ\_R?'X==.FNV3FUR:%`4'`AJ`AKIKW:`#H M_-'_`!C0"47'K3" M!F3@K%L^N`8]/F.@DQ*H+AX9,!*5(ISZ#II7.;YN*UX^R+KVW$3MP,;75=H.6C>7`B:-U2%TLW"LBQ(V*H15JT1!-JF(`<_?FKI) M;..F;Q4.N*&5P;*M\^6\/WR2XKSPQE%@L=K=TD]4D7-P8XN=,5[=N(DR\.LZ M>I1YU136(0_6""9M=*Q,S:R]-WK/J<;;3N%R9V9VY&VK#E+HEKMVFW?,RMPD MC&DGN$HL.Y1"0[W/VMM8^&)B+^1+[H'>H+/OP`&UI(!Z-6OZ#M`? M\E&=OQ+D=(Q.0!X\QAX!^E#4-.CHTK`< M![O1763G+.UXPCZS1'V];^=T-P;3)Z9Y3'=C-8A;&LBQ+=-N3$@4*K,^J'W)F8,@;ALB,Y22G98+9\L;L60L MQHFK;WG<92-JSCHK66;-.H3*D4:61G&JAYUE`+-;,ET/"6SV.;K`9&06C MG`*-5VZ/SBJ)A#0NE3Q\K,&;#<8"S;=^94Y&3DL>>=&$15!&.7&3"4K55 M3.=;JR$02*8A"'*`=\'.(=RL[Z2<7MJ;6TSHI%T*<"`4"@`'`QA*(@/='4-> M[6;/NE:="B03E`>4``=``3\#:]P`'3N%Z*UC/"7I=EED`+HA]-`Y5E1'0--1 M,T<`(\!T'3R.Y6-]9-9?\)._\&1KDV6/>I[D71_2O)46=Q97WEU5O\` MLL;LG?P;FS/UB[1_65JC%[J0JB"@U;.W(L"XKOW&X,CX6?4MV/N2U6\9.O0D M5HY`6[6<662([,@JF)T5#@!0$X\A1'CPKO\`'FZX],L;8S_AER3QJ^NO$MM0 M$],(%5&VVD2[;1ZYDE48]-L5@J8%T0ZM8SEL0->4>^$VO0-=Y9+6.<<]HOI3 MLO=L-JWR6\)3(^2GK%9^+Q:RCRS5-H5T8P&6(NNEJY(U.(Z`F*8:!TCI6)KS MYR<;P$+&31#&$DZX5N=NK*R9#J M:B=%1RD4B)N`&(74.`@-=H4!0%!P'1^:/^,:#F@6*Z/=A MX8^#YN#]/NWB@9V@2*T/P@&8?@\8[]-$A04'>]VDNV/83#QBF9;CDI*][B;B M[M'%5EL/+R_[G;E6%N9VRC.M;M&4>1<@E%R\7;H\X%%DMN(BGD_QG+: M9&I&7';GNI61135,NI`X)E,'-IK1?'Z MQ98?C6&RL=/_`,OVZ+H'_P!%8K\GUR_D4POA7/Y5?LL][]NA^M>+/NE4P>%' MY5?LL][]NA^M>+/NE4P>%'Y5?LL][]NA^M>+/NE4P>%'Y5?LL][]NA^M>+/N ME4P>%'Y5?LL][]NA^M>+/NE4P>%>Y+\:DV0*$**F$=S2!Q`!,F>$QN8R8CPT M,*60SE$?E:T3QV7*P_&B]A#I#K7>/]P46KUAB^#.K6M593E+R_3>=E=KE'D/ MJ.G?NSV<@<7%OYS8"4>]!>S8E45/)Y?!;@7TT[NN@T/'9 M5$/QFSLZE3""K;-#<``=!4L5(X&'730.IE5!`=?)T"IF>\/&FLVI]MYL$WQVZ/U:;"!?KJ*1SJ0%4Q2E;F5(LH)N\*; MC52ZV3-.QG'^=K:QZYER^D"X/DC1#0T"4._PA,3\%)Y]LXU`Z]`4'!OG3?\` M@C_BH->R[8:1<;H,H+';+.537S<1DRIHMG:W*+I0Q5`(^=,VA"E)WPJ.#=2F M0HB8IA``'US_`/*.5[K(EWVTZ60BY)!,JJ)G'@ZBJ)UG;?PA,A53MPG%RHHR M[Q/JNL_82"+-)#YWF-Q%K^41,M8"ZZC%L+MMRC=>9+3QE'S]MWS:JD7?ELH-$W"L MW9C9(BJG/$3EIE`[QNW;`*+IMJ3D(8A1-VE\M9GT<[.41&X[%[/=WM MYGH_"$XH_P`N[?VBUV8EF&7@YGN1L.2_-)2]JD47(FLE*1$:BLJBF`F63%`Q M!'4VE6Y].UF,0[(P"5J<#*"5ORE.8QP$:X_)KBKK,)QZPT*`H M$C[0;W.+[UPL6>GN$HL.Y1"0[W/VMM8^&)B+^1+[H'>H+/OT`&UI(#"(!JT' M4`U'@\0'H[O$*UI^27HOA2%T$3``&TZ0Z.(#IS>1T?F5UT]?Y9V4J69G>QKZ M.$YDE'S-VR%8HZ*)%=MU&_7)CQ,"B?6:E-T!IK6J:HX+>QT?!MCR&`K\DV[R MR[@GGSB`O=P@",RW=W2"T>4;EG$UNO1BF4DX;(Z)E'E!THH/*0IJ)CG#`>9= MOEH84LR0R)#DFR.EKE:69;!4\/7!0QF`B"D M8HX4Y1*42&ZTP:#H/'I;=W':Z^]+LQW.;@V\8#"^LD9<&4B'#R):,8A-BS81 M\8V.;E32.1!,2F7<.%A$"%#E#CW:YSRD^YTLUM^W#EIO/S#;C08YAD+<0WCR M#S$28WTI$MM`X:E30)RET#Y'#NTMGK*77ZQ;4_O"W0-Y:#689MRVE#RCI!-9 M&0OF?<.$`.X3(+==9)ZD0%`2-Q$``/(`*9Q_"367V;#'9Z6KD.6M)+=-<.:L MCRSRV;KEXZ-M"1NU_+VO)PQ&@1,W M#&>&T-C1X26?VE+)"82O$"N1UT`!!=@L8IN(\VH_XJY_)M_P]FI/7U-#7)HL M>]3W(NY7UD\C^E>2HL[BROO+JK?]EC=D[^#GEVXO91TLH)C&523?&$A>@``.BO5IB? M'X^KGM.N,568>GYRLVV MW-63*+W-N\S/V9I06^3,F2LK%KNN.'/UG(M"P*#!DJD4P:E!0I M@`>BN7GS]'6:2SZI!^S,[06(V=9."YGC>4?05W-AA;@M^'8%DY:X$VJ"CN-A M(IB4054?O)!-,$CE^$N4 M6]R9ANETT*F5JDLJ;P^.@D@%FTXY8!MW\:*W) M,)8#W1M[Q1-1"2P@LVAI.XHIV=(IA`W4O'#]ZF!A+T"*>@U+C/'1_P"J4W:W M^,C;1`\:(KX='YH_P",:#F@6*Z/=AX8^#YN#]/NWB@9V@1>`>HQN_'-\@X' M1!AMML-ZN.NFB+6XI-=0==!TT(0:#\\3M"=TE\[@-U^9WOV>>>;=O^W<7P>(\? M7I>]RLY%Y'1=CW+?+Y-4(MX9K+-/")N:C-9"&;'1=+(E)P14[S<&.D^QSO%YY2,6]P(V_,O&S/PAF:UIMB!%CH<\F_R][Q,*_N4\M#VVV2A+HAFJT M4T?/85)[UYD&D&]EVZ!S*'YU3J&-R@0"&,GQ3'C;H?6Q&-SB0>)>1)5$HB!0*/?!WH_F5?T?';Y9Y+\E]IEY?B&;9 M$H"GDW)8BH)Q1,%MQ1RG(D3F5,42MQ`P$*[3]/Q_P#=?]R?+M9G M`^(8M<4SF+D[)9NI*)U5/.W%BFD0W?`-^A9F-1MW:M^[2=Y;6.LP[:#ALA7*A.6&A*&38QJ! MI]^6'O?'IW*XHL6S.*NARB\+S\IE&ZARE`0"O1K.<,Y_U+'"6+D*T=V\QC'; MIN$GK%QS?%Z,+@R;-,X5=*V[-EYA\\FW5EJ+H2(I7(I'K*"DBBD=!'JC`*HC MRBD>>//CKZ+GW2H0E^J;1-Y-HWSB_<1';@82_P!:WPF!!1T$ M!)SF,`"(@(`(GXZ`!>4H!TUN?)UEF8Q,H)NT4[0:Z<8Y>MK#&,;@GL?+6N1U M/Y-G'D#&JIS$0HB5%DWA5G9'C\C9NH;K1<)%("@]X`&XUU+TA39;KMXN2;T9 M71);EEI(L$]D'%JR#.W+;7&/82)WC0Z;%G.4Z]B.7ZE=J5Q)7C<#J:N>4CF212S)8!PMY8R8"=0[MZ9B MW1_9`$`.M`J9D4P`-#<:Y\DL]&!G=SL99\Z=/%RJ.G#E=RZ.=N\+JNLX;EK/EK.N MUDMY]$V-L7QG)YL!@H_#QT+)6E\AIQ+Q&`6>ISC5I)*&;!-S!D'`&3CY-XJD MJF**0)F*74P&+S#77.UUDUF'/B;R?PAVAMC[@[)NW<+E6Y[QQ8K:TS'F M@I>Z)>6C`=NXU!2)D64>Y;HMT5&YVR@"8PF$"KY%W*^LGD?TKR5%G<65]Y=5;_LL;LG?P;FS/UB[1_65JC%[J0JB/BN MH9)$ZA""H8NFA`Z1U,`#^<`ZT&F3VV^"[RQEN^/#%_)"L.4X9RDJ"+A:/>):E= M13\^$PW4U7(83J&`Q4.42J(B'TL3 M#J(E,!@'\RHLF"GR3BJ;FX\"\HFU#CQ'O0Z`KCM12> ME[33\EDN.?Q2LX![.$;PQX\ MRGE&252:L6D9,2L0:?:67:=JLIU(!A!OR_7J:ST\[E,2WFJ:=W$5B$E) M/71(SL"$..@#H80J^&K/E46.ZK:7>>UR]7EKW(8)&*2DW4&G,E;]0LSFF9?" M'4%<;`!,#29\&5(HD9,1;N$1YTQTK&VGK'2;3?OBI6>PE[27(.W/<+:&V/(- MRRDY@G,DVWMB+C91XL])8%ZR)@0@WL$9*!G:".*ZC&)NLW6&(8Q#E MV<1IB&)KSE,"UQ"4Q-./,`AP^30?G[;9-HEX;U,E75CU!_;=H3\'BN#NDSR9 M=EBUTTF[YF@D5C'K'.W.I)E=D.OKP`3=9TF&NFNM^2XOLMV\)+/=8V;-GM_; M2\XX_LBY;AM.X92;(699+PDFD]1;>#*J%%%V5OWQ7/,0#I$_\H;0O=I=;KMB M->?GK;>VTQ;7;I;1+3AK>MJ7E9,)"#AXB!D5%+>?(N!<1,2U9OW+IIH!VZX/ M43%*0!XEXUORUZ.;>>G:-7 M+9B^#JHA`RP*)J+FU(4BFO2?AN>-URSB)!,^-L[* MRYI;PF4["8-YJ!RDL]N7'Z=V*.VSMG..FXJ3K=PT(L#J-LU[&-3]:LF M()IZW$[:KSL>WH2>MN:N'+]K6\M:KE9[(/K1 M5M6XI:[D3-U2HE(R:7PBP.BJ<3"9(A"$[T0J;H"N-^/;/CC[6I?;&&*LX;T9&0& M,A[;Q;=N1R,>O%2XU[:4@@3+YA-Q<'A;(J2$E$0S!%602C"JD@*#@>@>[0*AGV,2@;AM>_"- MN9)V4UH2:NO!/G.J_B#Q7?PQ]T MW!$1T&L_+%.'BL@B$>DD\4*5NH5Z)BE6!B[6!(Y@#@`"/R:;:^4^J3\DAJ9T MW"":B9BJ)JI$53.F/,0Q%"@BN_Q8\+;[N>W;$& MX?8[96.H=@\Q*C#A;+NU&Y;LM0[XYIYX^C3@9U84;(KQTF+>W+LBM[X^S7E2]9.]+@ MV_VR[E;J?G6D[_N-Z8CQ9HL82F>@JFLLL$:HD4#`@F`%X\`J68O/36>"]W#C MQKBYON#`?P_Z%4C$)1Y%/62( MM#N'GAI3B5H4RAP5!,>4X@F;IUK5S?Q[37&<;+NQ[AO>QD1!T]M7$>.KQC62 MQ$W,U,V3;,/&*+'.0I423%QO8UDN)!,)C]490``#"(:AI4QO_GV6W3K&%QY+ M[(SM!KDBYK)J6(K7N55\=U-NX?&=W6W-B)5$.N41B86.53;*)M4B:1^@->7;-MVKAJ^;RNP8RG;[5]L:ZM^YF`@<2]\D^`&[XB>G!1,^ANG0*U)/3 MI,X[9%#:7;ULXMOZ_)ML[6F&=NNG[%S(+`)1==:FF5(QS%4'3EUTK?Z M_'7*>5MD]$>SJH/%HXD6#!4&S9N5>+CQ`6C8@-FZ*:IT"&Y1$0, MH8?GA'IKS2?=BMMG;8WO7P!DG;H]V\9;3L1O+N[G+\;-O"9MJ3CHE[(1$[,6LI(.I.TUXUQ'^`F>186H@P73Y3:." MBH4NO@ZG+>_Y;ULZQR5BP+2O&3N<]R7Z^NB,8P;;PMS-W:Z?*3"B:29%_!H4 M)%TLYK04YM.82@;4[S>C>S&-<)$XZ"[#A1HQ?7M>.\LUTO&2+ MBYHV-\KG*+*=51YWZ:4BNQTFXJ/BV37)6\6RV,&@NSC8A3'..;Q8(,UTVVJ;5 MO(Y,B#-')E$.<5Q75.<3"70H!5VVUWDY^["S7;6]*M;&\S9A;MJA9HW7N>=Q M*%KM;,BWK;%N,(*:A[>9\@IL8]VQR@X1:INC@<[O1$RCDYM1,`!H*;R3QYPS M^O;.2I;E-WQ)BY[,=;=LCY(90EJV@>V8U6>MB&L61MILNZ16>Q\0W@;BN9LZ M)(`U1%5T8R"X@02:&*(:9V^62SEK72?\H77VV6YKQZ9']$#BIF^];\-/8#NS MW-!_^.F1_1`YIF^]/#3V'MLMS7CTR/Z('%,WWIX:>P]MEN:\>F1_1`XIF^]/ M#3V=?;8[FM>;U=,C_*\\#GR/SZ9OO3PT]GJ8;IMT\H^9Q49FC)\C)R3INQCV M#.;>+NWCQTJ1!JV;()%,=9==90I2E#B(CII3-]Z>&GLW]=A6WC+6V[`NQ*UL M\3\S/YDNW)UWW_?WEZNNXD8*2N.PIY9A;#DS@`4(Y@8W.XSQTG*J(2AW^$)B?@I//MG&H'7H"@*"R\@6DQOBT9RV'P]6E*,%T4G`& M$IVKLI>L9NTSD[\@MW29!,(<1+J'=K6FUUN8EF9A!8TSQFBRLJSN)G>*;JGF MT<^M]+VQ/O3/Y6WECR6*($!S;\^Q'N`95%VQ M=I"80_XLA#`'2/&M?%^-38I,O>+5O`.E7*K;P=^S<-GB:3%-@SD'9FAQ*1>2 MDS*2$DZ3'BH1J0A%"`)!'341Z=\1DX>PBU+8:6E>EU0%NPD6:$3!VX(#PYQY#F$`.(CH%<_FEFW^&].DA6FG`.`5Q:%`4"1]H M-[G%]ZX6+/3W"46'(<-.FG:69F&E/OGLD+)WHW\F[9/7-C#)6BR@F#=KK`Q18DV'A<>!NX"9-0X5JW[LZDZP7O.&VEQ&WFXQG,7 ME:EDS+V9BETH>YQDD7MR-HABU6E?`63-H^7<*"Q6+UH"8HD%77F[M;VVFT\9 MZI+81SWVN<+,8REV9*LO'-N(QY[?8O//1D!FH MFF5=M9K,Z`+M&BBCE-?PZ7,FFV3(4#F(*HJ#S=6(5TSB>.CEWS>S%98Q=)W/ M=5QR66V<[*,W"QXF#LR14D(BP;+@4Q,#&&MBU&3AFP9K)H\3.E2'=+FU,)@Z M*L^/6_=SFK-MNIV]>WB\WVTV[6\UC&ZKJ0M9RZ:IW9CFXKE?7):L4]CRNX2X"L^=-JNX;M5C(*J%Y3'!8.8#`4NDG?^*9OJG. ML5=JX?0BK-9NY;&3^DN$3E4!5,&JG()?O(B48J)N(MTYCGL>\(HW=L'S%8[1VCS")5V3M%9(Q#@'=#B`A6E620K9N M*BL=)N8I4Q#:I+$!1J=40*5(JW)S$41)IJ/,D8QA'76L;9EXP*JI(3*R!RA< MT,=(HJ`F8S0"J<@`4J)BE\KQ(0YN/-R@`AW!K.=O?_T:^SZJ`9NV75%=W(.9 M%P<0`#)BIKW!`GA2H\Y`(;73E(7O:SP?Q,XOW?IC>29QG/'X_ M8SMZ2[DJ2BB#4C6-78L@75T,4%%7;THE$XZF,'"NNULG"/T%@_RCQ_-'A^97 M%7-`L5T>[#PQ\'S<'Z?=O%`SM`D5H?A`,P_!XQWZ:)"@P'VAW9'[=^T(/&73 M=#V>QCEZ$:)QK+)ED@S\+EH9)4RR<'=\*]24CKE8-U#F,@90".&YA$"*@03$ M$(PG'XLG9KIFBDXW@Y-6=)`5OUQK+ME-N9BBERM$56B*Z9'BC4YS]69P*Q4B M\O5E()=1+ECD_P"*AX@4.8Y]UV1S&,<3&,:S8(QC"8>8PF,+_43&$=1'Y-,M M>=!OQ4'#QNG=9D3T&0/D:?5])))B'G59BOQ4;;ZGS>76Y[+SOZ842!&0-JQ_ M*EJ'6%-X2WD>90W'0P:`'D#3)YUD!M^*J;*B%$'>=MRRZFH\=^YWZ^XV^YS3&OU_U3RV]W/Y*QL@\>.Y[Z_8 MV^YS3&OU_P!3RV]Q^2L;(/'CN>^OV-ON]; M1*=0VG$Y@3L0I`$?(``"M9U]O]V>08A7KH"YLHW`O=QK?6 MY>4',3#'19V^B](?;.-0.O0%`4!0*-GC%Q3RR>2X.-*Y>LV_575'M6ACKR<4B M413DT2)\59"-'41)H85D>8/G@"NFF^.+TF.70G= MD;-/U[E;.2"L>$D7CMC%N4>K!)2/DA7;DE)8X:&5*L4J?\`I1L`$*@];E+RJZ`7F,.H ME`>--==9;?1;;0)MOII)9W4G-PV&L3XZA\5V/!V7!I@#.*:%*LY,F5-= M](*CUCY\N0I2@!W3@QCZ::``\-*\NUNUS7:<,DU`4!0)'V@WN<7WKA8L]/<) M18=RB$AWN?M;:Q\,3$7\B7W0.]06_=`,UXW&BKV-(N!S$$\)!LO#18F$JAT$#HE%0X`(E$2Z:]SU?'9B2]8< M[+VI^3M]^Y2VX6!MVS,^WU;-N6J2-UGS*F4;GD,@Y'F9V:N>%0BS1&H5-6\!%H+0[!=F8ZJQGZ9 MEF*"RRLH+=HW4`X'5,(&!59133B)=:W9;/OZ_P`,E_E7DUZGL&_(Y6OQVM=E MSME9)NB]4Z]N#NE&$O;["0%T>%>LU$P2`ZX))J%,4A=5`*8=0U`8O-9UW0 MX+N.]%%,T8(91]T7L0B#?)6)Y9\,3)3"T6U;M`D8!WU+A-G.HMD`YT5DS(NB MAIS)J%YE-3:Z_P`,H][UVY9TN5ZF]E+5;&WXX"D5D$G? M.U:FZ]%`#E`A>],<``.!@IMMY"0+;3B:Y]X^3;**D(JY0D0C>N2(IKJ14!T#0-7\.DF#!UE2Q[U/X9[.^U21@W9C^:#ROLJ_I$--)"/>-4 MC%MR>=\>L4,44%3<3!K6YM,8J8Y:AF==F>[;;G..[?R]M\R9;BS,QP&32MF3 MG+>=HIB]`0&M3%^[9BVUO/]FSV M:^.>SXQH\AHR1->F5KM*Q7R'D5PU(AY8*MBB*<';SNCK<9J',)""/.H;O MC\:SMM;_``),PZ/S1_QC61S0+%='NP\,?!\W!^GW;Q0,[0)%:'X0#,/P>,=^ MFB0H'=H"@*`H"@*`H"@*`H"@*`H%>SE_.YM8]X.H"%!&-NFV#*9#DW5]X2EH^R[N M=.3O9N`![-:XF9P,(Z7*T=7*_NI%.!)%(I)H%0\M6.CHK,"%`_5(D+UB@"(CQK M=^7X\>7=3QVB3[!?9=8TM(L1<&9G2>2KHCTT!+`D*LSL9JX3'K#&68&_9,V< MQA[X7!A`>4!"N>WRYF-9B+-?=*'$0L3`LF\;"QS**CVB)$&S*/;)-&J*)``" M$300*1,I2@`:<*XVYYK:JT!0%`4"1]H-[G%]ZX6+/3W"46'O0UZM\O M9(YDW`[E9#<5C:]8-HN]A(2*7M*>YT62HPS=JSZTCYL7P@JRZ#8#`!A$A3#Q MZ*Z3?6>[-EK#4AV2>Z"Z8@\),1]F,$!;"S!="Y0'5,Y1`QW!$T2^$:"(\>GY M8UVOR_'MVSXV=%_>=AONFQ#$KJ8J@\?Y-6N%X1U1G@@*@Q"#451 M68NRF!VJ"@+\0T+IH'-6+OIGA<;>IE?BE\JS<8S6NS&;:4EW\7%(S34^24FC M-N=HT;I&:-CQR"8@DF9+0VG!00$>@:U-_BQFIC:=,_X%[*^5@)]DVOFP[=@K M`8G7=D@65PC-*J/W`%!5;K54^?ORAQUIM\VLU^SL\;>TM6.<"6OBN+6AK'@& MD)&KJ=8LU;81'4=:WK\EG?*77+&<1L!@U7"BE]STQ?3 M,5"F\JIET5:-5Y!#E%1GRBF?30-=:O[OI(>,-Y:^+XVSXU*)MV!81+!!,$T6 M[)-%`@%)H!`T(0`X%T`-.&G"N>VWE_"R87I%PCQJ_:N#H)I)I'.)Q*H41[Y% M0@ARAQ$-1_,K*KYH%CWJ>Y%W*^LGD?TKR5%G<65]Y=5;_LL;LG?P;FS/UB[1 M_65JC%[J0JB"@XT'R1_0^90&@^2/Z'S*`T'R1_0^90&@^2/Z'S*#@2Z@("(B M`](QK"2;'92+-K(,U``%&CYL@[;*`'0!T'":B1@#Y(4%IHXQQLW7! MTWQ]8Z#H#`<'*-IP"3@#E'4#`L2/*H!@'NZT%Z%2(0I2E*!")E`B9"@4I$RE M`"E`A"@!2%*4-``.@*#Z:#Y(_H?,H#3Y(_H?,H.:!8KH]V'ACX/FX/T^[>*! MG:!(K0_"`9A^#QCOTT2%`[M`4!0%`4!0%`4!0%`4!0%`KVGN M$HL.Y1"0[W/VMM8^&)B+^1+[H'>H"@*`H"@*`H"@*`H"@*`H%CWJ>Y%W*^LG MD?TKR5%G<65]Y=5;_LL;LG?P;FS/UB[1_65JC%[J0JB"@*!,M]6;\L[;MO>0 MLZ8S8V#)HXOM2:NN%;6+1@[5S8_2D\@RME-\D+(XRM655C65FRK:46AGLA%R,W*2;% M1T^A';$#D6G6OJWE9J[L76=%LKHMZ,A3 M.7N9+;879CZ07EEKA/;47%SD)(IG(9X^;K]8`I`D*NA!#Y6;VCN&UG\[`7U( MNX^X(B_KIMMZE$VZY28VW!1&3+9Q5&2]R*N9AVIR/+INQFF*C8%#'35%3J2% M(:BXOL^L'VG^V6<4?H!ZH,4\20;G&R"M(*V M(C(\#!W%9IY562EV+]BI*L)](#]-7*NS>66Y7<1B3(+?$_G-VWXGL#,]T/K5MR[ M0N.)60VO:)X'/ M$XCG9:'RC;,/G%:U!QQ(7#9J#1M-Q=[N&[*V9WK6TT]*C'2#YVDD9+B_;BJ0 MZS=-(P'$F+G'JM5+M2=K@-KR>RRN0;<9V0Q3E91Y.6HW1:+Q!\C!BE67;.64 MT_0;Q3.]3%;KN'AFB2*9@5,8$]3`,7./5:,1VC\4CFG*]LWQ;9[:QQ8SMG;- MI(1C$EU9#OV?<8I'-KR=B20%QOH=S`1=B1<@!FC1-T\=NO!@:F7%4240WV(M MREG9TN3)ELV!!7L0<673-V)4&OU#R%8KEG%).252343<J>U"8ON#QU;UNYKG-TA$[:5L7U#.%Y)Y*$ATQE;2NM!ZV:E<'D%R(KD3;F53Y!&+C/HSS@C M<7C?<;`.KHQFO-NX)!.#=M)"5B58YM,Q5QP3"XH68AG'6.&[U@\CI$@&#G*X M;KE.DNFDH02T1GB@*!7LY?SN;6/7+N;T@3]`T-`E#O\`"$Q/P4GGVSC4#KT! M0%`4&,,UY1B<)8AR9F">9/9&&QG8]RWO)1\<4#OGS2VXIS**M&H#PZYP#;D` M1X!KKQTHLF>"*7MNIW'V7M-MC=8YMW#KR&NO'^.+X\Z[V,X^W MK?-)^79D;G10M2\GPN7R:;$`?,T3$0.FJ)"D7\][1_;W'+WM&*HY`>3V/W]A M1L["LK2!&1=+9&O1_CVVW,4VE92..+%S=T8LV,+KP50I`!7D%(P'H*%#=I_M MQGH*5G6$5E,21/G=YXY:U(I*2>^>3)A\1M3,$AN8S90&=]$\%<YQ?>N%BST] MPE%AW*(2'>Y^UMK'PQ,1?R)?=`[U`4!0'RZ!,=YNX._-OL)@UW84?:D@_P`L M[C\08-D#78RE7S2)C\HW*WMU6=9I1,O#JK.X<7'7%3,<2*@7E'E^>`LEO3"% MC]IKC9M;U[CFJ!E[0N;&N?\`)&WRYG5JL5;AL][+X^ONTK&3NN/E5G#<&D?. MN+ZBUO*P5',DT$ZZ?(L#=W1B`>%BS(HF]( MH!A("@D(]B/:)X+6=7^DE;^6SLL56)!Y'R3+><(2L;,MBX4)4\8XE4#RP2[A M=1Q".VYBM&SDI#H&.)O!Q*L)<7&?0W.,"O&220+-5#.(:1EHPYS)CQZEPJ4H\-=0$`(ON@*`H%CWJ>Y%W*^LGD?TKR M5%G<65]Y=5;_`+%+V.Y5RUMQVB;>\%WYM`W,+WGBS&D)9]RJ0=HPDC#GEHKK MDG!HR0+<)"O6:FI3$4`H:@/R*CF:OVX%W>\[W6>@:&^R.@/;@7=[SO=9Z!H; M[(Z`]N!=WO.]UGH&AOLCH,)NKK4!1&`80K5)#30Q2HAQZ=0K4? M"86C9()='L\=SBTB>X)&Y7+EW:+-TH_D).[X:_5TY#K;J,#Q@E=]NL9!)`^J M:;AJF(!PTH+7+C?`)"+%#L]=UW.;Z8Q7&!*+B$>ER7)Y?3E8)8;M$T7*)Y%F MGZ#))':6VF#,1*4.=$-#:CQH,NV=N1=6!:MOV5:&R;='!VQ:\4SA(*(9V) M#E:Q\8P1*@U:H`:Y#&!-)(@`&HT%R>W`N[WG>ZST#0WV1T![<"[O>=[K/0-# M?9'0<#O!NX/_`-'6ZT?E6+##_P#W'0>+'MZ7KF+\[W6>@:&^R.@/;@7=[SO=9Z!H;[(Z#!;J M\K4>7UE')"^QS=H-W9EL6-QOD21);30A)^SXAO)-HJ*4;$ND$&Y8Y.9=]2=, MI3D%RH.O?4%A34'AJXRXM+.=GYNIE/48M^W;9QN+RW$U!MN*M.5;S-ND;%\] MQ2*.8E\U**2QP,IR:E$1+PH/!$VEA6$7GW$=L!W8)FN>#DK8G"*V^BX1?VU, M74>]9.!6;N+J41&*?7.<72B6F@G^10>AC;.%8QW&OXWL^MU+&0A+HM*[X%^V MMM%-Y!35DV,KC2`4B7'GL%1DU1L-8\6HB4>K6:G$IP'IH,TX\S`QQ6%[%L?9 M1NRABY"N^9ORYP+:C!<'5U3_`"FEI5N"]S*>"*NSD`QBIZ%Y@U`*#!UOVCA. MV6V/X^-[/[=>:)Q. M%'9X^,(YN=4646@NN<4FY!ZM+F$"@`4&5/;@7=[SO=9Z!H;[(Z`]N!=WO.]U MGH&AOLCH+4]4N^\W9GP.1+;GG''$`I0)T:B-!(+01]9EE[]QAN]MG+,5A3*65+.>X#?V*Y>XUB&$RM$ MW"%\C,IMY)N\DF"B2:[#OB&+J&OR:+QCZKK]N!=WO.]UGH&AOLCH@]N!=WO. M]UGH&AOLCH#VX%W>\[W6>@:&^R.@/;@7=[SO=9Z!H;[(Z"GRVZJ:GHN2A)K9 M9NBE(>78NXR4C7U@03ED_CWR!VSQF[05N$4UF[E!0Q#E,`@)1$*!>5'&.U<8 M$PTML7W=+8Q9L8Z)A;06A2J1-N0T3/QMRQD);R1KMYHF*8R\(S.FDF.A"-4B M!H4@!062WL+`K)Q<#QCV>>ZAE(72^MV1GY)O;X$D))W:=YOK^MU1P[-=QE1" M)NF25=)!KH7F`OS@`%!C')^&;#N.P)"S\7[--V.,966E++4>7$C:1'ZI(&U\ MI-\L/HAJ0;L.9HM+W(157KBZ&365Y@Z-*!B+)=8PQ]<%GW1:VP#=`QG+!&YE MK5?J6LI<4U>$V4[BZ#G5F;HD[K?K/ESB8ZQEQ$W070&2]N!=WO.] MUGRO.-"_9'0'MP+N]YWNL]`T-]D=`>W`N[WG>ZST#0WV1T![<"[O>=[K/0-# M?9'08%W'97R=G_';3&-L;3]QL)*S%]6`\&7NBU(:+@(QA#75&RDB^DGX3ZQD M4&[5J8>!#";N4$J?R?(U^1Y-`E>]Z$O20L_#%Q638ESY&=8XW&8XR%.6S9Z+ M9U<2UM0<;=362YI0?+VX%V]S9WNM$`X:C8D*4 M?EZ>>,=-:`]N!=WO.]UGH&AOLCH#VX%W>\[W6>@:&^R.@/;@7=[SO=9Z!H7[ M(J#$.7LGQ6<6-IQ^0]E.[F2;V/>L!D2UQ96TSBE8J]+6=D?VY/HJL;H1.+Z% M?D*NW,;4"*AS:<*++9TQ%<%HX%N>&MZ!F.SDW*.(NV7]RS+!LG9[5N#J>O"Z M(*];HN&6,C=I#R\].77;C1\N[<57D.SYW8._+M MY=,A)HJ00"@Y=WI<;&[KH5,B%WE(49BX8Q!TJ`:!UB8::4&/,;8@L&$ALDM, ML;*=T66IG(ES92D!EY6QFR?G>M;)M\Q&07=O022EU%\JG3:X[=CW2CI`"**. M62*FNI=*!EH>Z[3@I6\YV-V1;NTIC(5N6A:]X22EOMEW4W%V,9<]N"[,K=!P M,\:J.E3G5`.=853\_-S#19<QSCS8_NBMNS;69F80<*RL:(\ M'8MU'"SM4A!/W`N[WG>ZST#0WV1T![<"[O>=[K/0 M-#?9'0'MP+M[NSO=9I_[#0WV1T&'-PVX#(V5<%9?QG;>S[=`G/WYCJ[+1A5) M&S(5I'DDYZ&+9A(R45CG)EE7O)1\>*R;<'[YA;,W*.FC(7"I2=:H4I M.TL:;B\$Y#NMV@NY:VS8V7+`NVX7+=H3G=.$( M6`N&0DED&Q1U4,5,2D#B(A1&=Z#$>2,_X)PX[C6&7LUXDQ4^F6ZKN(99(R/9 MUC.Y9J@IU*[F-;7/,Q:SYNBMWISI`79/[\+:U_6"Q-]EU%Q? M8>WEV3^_"VM?U@L3?9=0Q?8>WEV3^_"VM?U@L3?9=0Q?8>WEV3^_"VM?U@L3 M?9=0Q?8>WEV3^_"VM?U@L3?9=0Q?8>WEV3^_"VM?U@L3?9=0Q?8>WEV3^_"V MM?U@L3?9=0Q?8>WEV3^_"VM?U@L3?9=0Q?8>WEV3^_"VM?U@L3?9=0Q?8>WE MV3^_"VM?U@L3?9=0Q?8>WEV3^_"VM?U@L3?9=0Q?8>WEV3^_"VM?U@L3?9=0 MQ?8>WEV3^_"VM?U@L2_9=0Q50B-YVSVX)1A!P6Z_;7-S4J[181<1$9UQ?)2D MD^<&`B#)@P972L[>.US#H1-,ACF'@`40RG3T?Y0\GNT%FWWD7'V+;?5NW)M^ M6;CJU4'*#1>YK\N>$M&WT7;KG!LU5F;@?1TV@Y]O+LG]^%M:_K!8F^RZBXOL/;R[)_?A;6OZP6) MOLNH8OL/;R[)_?A;6OZP6)OLNH8OL/;R[)_?A;6OZP6)OLNH8OL/;R[)_?A; M6OZP6)OLNH8OL/;R[)_?A;6OZP6)OLNH8OL/;R[)_?A;6OZP6)OLNH8OL/;R M[)_?A;6OZP6)OLNH8OL/;R[)_?A;6OZP6)OLNH8OL/;R[)_?A;6OZP6)OLNH M8OL/;R[)_?A;6OZP6)OLNH8OL/;S;)_?A[6OZP6)?LNH8KE/?'LI5.1)+>!M M;455.1---/0G\<17\%>7G\(-/X M$_CC_/?P5_\`2/\`,_\`"H(T.RLQAC64[.C9U(2>/+%D7SK!]I+.GKZT;?=. MW2QDEN==PX6CSJKK''B8QA$QAXB(C1;W4@'J0XF\5^._05;7F91!ZD.)O%?C MOT%6UYF4!ZD.)O%?COT%6UYF4!ZD.)O%?COT%6UYF4!ZD.)O%?COT%6UYF4! MZD.)O%?COT%6UYF4!ZD.)O%?COT%6UYF4!ZD.)O%?COT%6UYF4!ZD.)O%?CO MT%6UYF4!ZD.)O%?COT%6UYF4!ZD.)O%?COT%6UYF4!ZD.)O%?COT%6UYF4!Z MD.)O%?COT%6UYF4&!'5HVG:N\'$(6O:UMVYX9M]S_P"&#`0<9#F=]3?NWOJ0 M=&CVK8S@J/.;D`XF`@F'334=0;^@0".M&T[IW_9:+9E`>I#B;Q7X[]!5M> M9E`>I#B;Q7X[]!5M>9E`>I#B;Q7X[]!5M>9E`>I#B;Q7X[]!5M>9E`>I#B;Q M7X[]!5M>9E`>I#B;Q7X[]!5M>9E`>I#B;Q7X[]!5M>9E`>I#B;Q7X[]!5M>9 ME`>I#B;Q7X[]!5M>9E`>I#B;Q7X[]!5M>9E`>I#B;Q7X[]!5M>9E`>I#B;Q7 MX[]!5M>9E`O&5;&LBV,R;7'EMV9:=OO%(DYN41`-0X!0.70(9<]L6S=':!0C:YK;@+B0;[57RC=*>AHV8(W.;)H@ M8[!B-)U'R;-M(,'28PM M]#U;ED[26;.$^8`'E.0P:AT4#2!B'$_=QACS\VRK;[NH_P`64'/J0XF\5^._ M05;7F90'J0XF\5^._05;7F90'J0XF\5^._05;7F90'J0XF\5^._05;7F90'J M0XF\5^._05;7F90'J0XF\5^._05;7F90'J0XF\5^._05;7F90'J0XF\5^._0 M5;7F90'J0XF\5^._05;7F90'J0XF\5^._05;7F90'J0XF\5^._05;7F90'J0 MXF\5^._05;7F90+9O(Q9B]AM/W'/66-K`;.VN%\BK-G*%F6XFNW63M>2,FL@ MJ2-`Z2R1@YBG*(&(8`$!`0"BSFX?70OZD/<6Z=`_._J?E?HT7QG^^%C]D[^# M-V)%#$*H\6;,S%2*82E$X@`B%!$%'=N M3MZEDY4\=AW<`[\HP*:9%O;-O*IQ!326+<'5,B$,<`$5!#B-=OTWTL3R M@^/)V\ZN`]2/.0`V!,5C&BK3`"`H(@0VGGFYN0P_IM-*Q^O8\H[#PQ\'S M<'Z?=O%`SM`D5H?A`,P_!XQWZ:)"@=LQ@*&H]%!\^O)PZ>.GD=WH[NE`"NF7 MIUZ!'@&O1\J@YZY/R1_.\CIH..O3X?/<1T#A\G3_`!T'/7$UTX].GD=S7NT' M'7IZ:ZC^<.NOD?+H./""::CS!_\`)Z/S>B@Y%=,./'\[YHT'47*0::\W'R`U M\GR!^10<>%)^0?Y7*.H\=-/ET'/A26@#WW'N`41'C\J@^I#E4*!BZZ#T:\*! M8?;.-0.O0%`4!0?%=PBU2.NY52;H) ME$ZBZRI$DDRE#43***"4A"@`=(CI01R;E.U-VJ[;7)X9]TMD1C2WXPU'%EE$[?V MV33N"!<"IN9*X5D)06X_IA9L8=\VZWEXZ`J8G_"K7ZT\H:?#';J[3LC2+6#O MB(OO$\FL4A%'EPQ;>0A?"CZ_2TU8ITZDTD"]U59LF0H<1$``1#-TOHN4OMB9 M'L/)T&WN7'MX6Y><$Y*!D9.W)AE+->^*0W(H=FJJ"*I0.',4VABB.@A6.N*J M]N[I\S_OT!0%`4"1]H-[G%]ZX6+/3W"46'M2NB+J*K,XP[4D@Y(DW355%%F9ZESCIH4#A5F MMO06=?M+]E:!2G]6N'7*;FT%K&S+KYWE$0'J&!]!T-PUZ:OAL94LO:B;)E50 M01RZ"R@F$H%1M6ZE`U#@(")(@0#770->[5_7MZ)F*FV[17;I*R)8^VWUT7&4 MZ9%4WD=;KM)!0#\39$_%-8[=:9(Y0YB\>0Y"G+T"`#PJ?KV7RBDS^_+$-NKM&SR'O)DX*'`!$!T#IUTK4^+:])Y0W%L7#YY&2[L8Q[%& M;NQ:';/C-CJ"86C1Z55-1FNX052.D\*`"!AT,40'HKG9BX:7)4'4QBD*)C&* M0I0U$QA`I0`.D1$>`!0>-63CD"B==^Q1)R"H)EG:"9>0.DXB&FE7%LSZ"A6UN M+PQ>-SM;/M>_(>2K*SN++^\NJM_V6-V3OX-S9GZQ=H_K*U1B]U(51!0> M5141$2%$2@'SZ@!KRCKQ*'1H;3NT'QU#H_.X\?S>'&@QWEZ-"8Q/D^,$3!Y8 MXZO>.X:";E>6Q)H&`.[Q*I_ATT'YG]V;@LG6G=EW0D.NJW%\_5+,%;O99FC+ MF28#_3`4=.`.43<>^`0UJ9W]C$;;WXM+)7'=6%MQEYSZJ2X/,D0<`W5(D1( M"FA87PM1'D`H#H'EP'3W1&L[[6\7LC9DUU_,_P"_Q\GIK"OH102?)#R/F4'K M*8#``AT#0,=^FB0H'70!Z-0UXZZCKTB'<`.@/SJ#J/'_@\0U'NB'1J/$!TH.=>)@U$` M+H(]`Z:]/`-0X_+H#HU`-1#H'R-=0$=`#I#B-!P(@7IT`.G30>C@(#PT$!X4 M'03%#NCKQ``[[0>[RB.NH@/Y]$S,X]7S57(B0#JJ(H)&."9#KG33*)S:B4H' M5$I3'$>YTCI15$N2Y8"SXES/77,QUOPK)(57$E*NTVC5$O$=>L7,4%%![A2` M81[@59+>A%-N)[8W;3ATIXZRE5\H3HJ&1#P5;RM@TU040()3.CIK/%?\]KWJ M0%T#YX`XUUGQ7O;B,W;V1WCV[&8GB5SW)#XJLJ1B6C^"86];IPE$U7#J9*U* MB5S(E=&/U9>M.%7PU3-RG`V8;P[%WC8U>79;J!("[[7?E@\@V4JY* MZ<6]-=410JK=84TS.X=^`B9NL!0U#@;OJY;:W6XK4N9DZ[8=42_(U#N^2/D\ M:RI9?;.-0.O0%`4">[R]Z6)]E>-5+ MYR(\%[,217+6S++8*IA,W/*)(&4*1,H\W@D4@;3PAT8.5,!X`8>`:UU\K]$M MQ&G=N0[1/=CN]E)1Q,WW)8]QFZ<',QLJUWCB&@TF"9CF305%(/"I8>J$.=9V M*X&4#4"$+WH=9K)TGE"]XHQ3,9%DG-NV5;]ZWQ-OF@M&B-OP+N4<.7"RK?JA M<-R^%%(S(6>;>#K0?90[VI-JB\9X!FVR2I`$" MRT]84>MRFZ?I8W"U=IB`E'3YT=>`UGSUGJ>-8'S3MDS_`+>DG<'E[&$];,;* ME`R;V&)+ZD;;D4C(E=Q3)R+^(N%HBH)E&LA"R!C(2R1P0*!TC`9RB`@*2A![ MTUWFO4)EMW[`.T1LK>3;!(:7;,;.S+"L^LG[02=F782S5`"IGG[;X2BP[E$ M)#O<_:VUCX8F(OY$ON@=Z@A6[7--?_W9.4C`4K>QLMBMSF>TXFU M3'F&)S8]=EX2V/[.FKSC_5;ZJZ)>%8O9@1CXLBD0";YPB=5(L8J.J?*(`0>/ M33;/[/\`ZDQCZH=`R)(1"JZ;>3,U5;G52,=!=5(H&*<0,!`*(`0I3`.A0Z*W M=KY8B&_V4YZO=IN.Q8Q=7W-+0)IEV>1BUY%5RQ0-33.<3U-L7EL,X&N(MU6I+3"8D%%6YW*"0)J]:1,C2%@VW M(4=1Y=3)B(E#@`C7FV_*NDZ9NK*L09^4%'#>0E`)UFEOK`*>H@!RG70(8H\H M@(E$IAU#NA5G?N(#-TF=+=P+>UF23JP[:O!T>%EFS1G-CMNJ:* M#H1-(JAA(&@@`C7IF,2GYUHX+,]*NO;8\WI^Y%W*^LED?TKR7^/2O M*[3N++^\NJM_V6-V3OX-S9GZQ=H_K*U1B]U(51'0XZ%'0=#&U`H_)T$?S]"T M'DT``T#@8PZAP$`-S#IW/)&@B`NWMEMN=LW=<]C(69E*;N:TY>7AGD>Q@NH. MN[AI->';E/+/35RS1*62H!7=LDN M1HZ=N@4891N/*DJU.H@Z1PU8%T9'2;.DSE4.V.W! MV"3DRSAKBNO*.*@?+)H(R^7<07E8D`4ZI^K*9>6D&:C=`@G$`YC=%,7VHE@M M*Z[;O6!C+HM"D1Y>C3ITU#CW>%!SUH`(AQ#77B'+P'3AKITAI0=!4XB(!Q' M3C\C]+R`'0.H4'F=.4&;9=Z]&P5G> M_O=MG;[B29=XPO2P)_,"RL0C`VTM)-9A=NQDG($=31V#0ZI%TF+8HJ0Q&Y55!T+J(%$0UU[M9MMN:LF2FL"*O'/A"ZZZQB*HG=&.83NUS^?'@.[9EPQ7F=D. M)KX<-V3@T2C-JJ`>*G'C[JP1(YC9E(0.`#J4#];O M@+`M&Y+WNAZ6.MVU822GYAZ8`,+>/BV:SQR=,FI156%)$03(`\QSB!0XB%!H M$[O]R=V[R=P]S9-N]=0UMLIE6WK*MTBJQ63.,:KK>5K!(AM#%;-D"@NY.'?* MJ".NM>C68XC&W665MK>T>]]TN1[5M*W8QRWMY=4R2LVLV.2)42CS)GF)958A M2)&8Q#4X]4D`\JJHE)TCI6MO'69O?;:[.DF#%5E5L7?9EJW]; M\C:UZV_%7-;LL@=M(1$PS2>,W*1P[XITUBCRF#3@8O*8HAJ`A5EQS!J9]J#V M6RVW5O(YVPHG(RF%W#E,;NMQ,QEI/';ATY*1M(MU!$57,`=94I"*ZNW$.2+5ORTI0\9<]LS3&1;ND%C(H.2F,"R*RIR" M('83+<@IN"#J&IC=T0K;/5;[6V_-,5N!PQ8V5(LA&Y[CAT#R\<14%31,\@0B M-PW+F,Y5E10)'V@WN<7WKA8L]/<)18=RB$AW MN?M;:Q\,3$7\B7W0.]00S]K2W%=C8W*?D%/'V6E!X:B8B86F8!$P:^13;7$S:(D'<.XD'[@4WI"%777,`&)IJ=10P MZ&$1Z1$W$?D5G77R&9L#P\S8&6[1O:9`B4+!N5WCEP!NM,9%PQ=1Q!210`ZB MQA4@(UK]?U,LIYXR`Y?;D'=[MG>;8HJJM>5! M%1VH)C@FFIS-#`)3"!N]Z-*\FVMNW#K.CEIW_8:Q"J)7K:2B9@YB')<<.8H@ M(`.NH/![@_HUS58&>GA5L5S*+7JGS::&/CCE24`Y73-\N03>#K)"/?*%)J0Y M>%:T_(:H/:0W*]>7Q9I^I53,$5)G4(MWP"7KFQ`,GU@#J7F((!W`^77=R('; M5[BW2$.=%%RW.)2%,U(J570H#R"Z M_GZ_,H/(77F(`#T&U'AT!KJ(<>C33IH/SH>T"G]Q.!-V^9(J(66;`[N2YRM9 MQ%D"8J0XG; M50VHJ%:-TTSB)Q$QBF4U<&$_?"(Z#TCKW:QM=M?5J37/,>/&3RX;NO8(Z1N, MQ4&S=P^`TNNZ\$4<-BD,4IDV3B%>=H_]`4"Q71[L/#'P M?-P?I]V\4#.T"16A^$`S#\'C'?IHD*!U'0B"72(:FTX=/0(]/)X9:X%62WH1C96[4U@NB^9;<\.*0#@+HJ#]- M&3D4D1T,&A"%,7H-7?7X+_R8N_LB&W(YQS-GG$63\G73G^0NMI:JA(@EE6$+ MBW+"CIER=LF=JD@W%)6:38D>E'F4443,/&KXZZ\:])FTDTS:]SQL+94.HR58 M$D;,FKJ0F5TM?#4()H1Q*F06$#%,LGUFIA#B`\:ZXQ,>LY94UKAV[D_#KQ1B MI67BD(Z/ZB>,FY,BZ2DW*;8[=%PX$5'+I%9RF*A2B/*33H#2LZ8S]2KL-C!V MXB)-O*O6C59>-BL-3 MM%H#U^NY.H#5L@Q7.D!T%2`D4X$.J8S<3=`%2'R*C;Z1%SR M-ORT"Y07BNHE'VP]I9D_;%;T MC"XIP[9YV;EDB#FY+ED90=NY+2FK>GRX]LJZE,>7$HT- M+V(_\(D("18.Q09LUC*W`5@G*ASAJ"3HH:%`-`QOI)SKTUK<]I):YM+4)7'\.H4HE&1CY"9,-KJH$4#FZLS@I`(`\ M>0VGDZ^F=9<[VVO^R6=O[5M7,F%),Z0JX]O*/GN$HL.Y1"0[W/VMM8^ M&)B+^1+[H'>H(9^UF;FFYA#JVP+]6',73CTCI727QM ME89?Q_FM-BPD\:&92<5C"X"K1Z\E%)FD9:,=/1Y7#U]U9%#.F#I3052D`#E+ MKR:B&@MMI9P+9O:V'=J+.&SMC!(QO(1VSN9I(>'M)EFN<>ID6+1N"K@I3&X* M)F$JB9]2G`!`*OQ^I5)C4DIEN59.Z#`")50%FS=E@TE`3*4I-1,*KMN50HZ! MJ8#5T1?B5LF2M%V4LRV9,%'35:.1>BTN1TD^X' M(<:7D7$B5C;,)'E0D&XOG"I'1?*]B4Q]1`?"2#&/@*LB@8!$0$I3`.H``ATT MDYRKDMQ2(JBE!P\>@9YJF+U]'(]:OH8B:BB3%NLHV1$3"''K`'NZ=-3&;FXP M,UX8=Y3:YDQMY=9)N5Y&(W&U4/;CVYY=PQ=IH-ER-FB$>1X>/03;&^=(8@"` M='M`I>^!,XZ@4>@1`0#HJ$Y3O= MB/M>R?-912W+2R24?BRW8%]#6](*.TUUKDGWYRE>,F+=$YQ3+%%#1V*W**:N MA0#4=`QO9C#>L;!V]/W(NY7UD\C^E>2KBW.XLO[RZJW_`&6-V3OX-S9GZQ=H M_K*U1B]U(51'0>DX_P#`#]#G^;08UR3+R\!:K^8AS`#AB45CAR@8>J(&IA#7 M@%:UDMQ1HU]LO*2,EFUK@3 MO-2RJUU7%9=D+F`YM156:I)F(`@5$PZ:ZFV>I6<8[JML=DN%;[QZT:C8#7%< MK;619Z\[8NEQ>+&7G0>32AI!2U9.V8BVH"WD+>;-RB1NP1<.03(!P34X"<;. M^>DM](2V9V-;];>;.DK`M#;7NCLYLN^31;WAB:VTKG3;KJG.F#QX]B4Y1ZDF M0VA'`RBR9AZ#B`468]#/=D1L#W18KW@7)N)S3AO'N#+1/84S;OG,LGPXC.=E MI)='P)YY4*R,G%LT60AUI134#0Y0Y2%^>#%MQ>EF+TVE41U.'RA_Q`'^2N2O M50%`L5T>[#PQ\'S<'Z?=O%`SM`D5H?A`,P_!XQWZ:)"@;ZZ)J-MN`EKAF'`- M8F#8.Y:2<"43]2S8MU7"YRD#BH?D((%*'$3"`59,\005YJ[1_+!M=*].OQ:R>6SG M=K;B(AKUW`FN^ZG4M85OWGN:O$0>RK?Z;SFU MY1(GU1`$!X4DVWF;TF<=';VW;5A#;KN.Q#)6LM9DP]B%KSLZ*?N1DI&1;K0R M+MG)*F,HL8ZJ\I;9R'U,80YPKFUS5I7IF[']A[=]ANX*8BF"\)AS=,]QAGIF M=NF]\%LZ^84(V31DFRB9R%8*&`5R@SV2B!0.TF'1`6N"VTG&@:-)@`\*2)KRE4#A6+G.,3 ME2LDQ1]`Y=>-<]N[_ M`"UFKSLC;E-W,_11@FCB?N7@*"#_`+?BWUYS9/;SEN0IO*'. M%I2SCO1$_@WG4OM@8A!`>],==\G6].RM?=MMG>0V`'F99#F6?7Q(6@C`QL8< M';Q:T4TF;F;(#75F],[I;5[=RJMMN=L'3>U,:S= MD2@W`R<*$3GG2MLW"Y8.#G:QJ)!D)<&+@A$RGZIN0YM1$XB(#6&<\E.K"P!< M3:-L[:XA,61;A8M9>]7D0S>O))L91FH9PS4<,'*SURQ/S&^F`GR"!BATZCKC M'U1GO9CN(LBZ^TLL1>S9I--IDG"ER6C<4458RG6O++81A[.76(9)$Z$B1JDL MBHF9L4&D+VJ1)/E,J^!^F?F,&IC"(CY-=]>HSM$MG8@+R3^2SU)2#ET[6=N45'2 MSHYU%A=J33HWT\YQ$QE02(`<=1``TU&GR_C/^O=-6P=7!L4"1]H-[G%]ZX6+ M/3W"46'E`ADT9A-=4QC=43G7`#KF3(8BXB4`*0Y1*4!#NA7JUUDXN'.]X M6FA8);0<&6>MXIZQ*?J12.];L@Y.(+III*L&R>IP'@8=1"M8@QQ<=DDNHS=O M'Q3$BK)0Q6+UHY.+Z/9F,<5&:2K:;$[ILJ*HF,DH42*".H``@'*EEZ'5AC:9 MB4%T9JW0FHQ9`YTEBL':3](B9A+SF,5!8!)J4?GA7`0TX=RB/M#XMMIT]3>/ M$(Y$R)!,JZ613;=2FD(&307!5),PK)B/>F(1/CW:#+;NU;-MU`A"O&\HSD&B MI3KQ2"[Z1;G."/5F$4S+-T0*03`.IA,!M-0X4&+_`#AQ,`B#RW[INMPW;`5) MJR<#U3@3`"A_`D5'"+)H998ZH&$#K)EYN/`-=9)9G/NJM85MS,+W,%J75*OV M-O6RVF$EQMV0/'S4^];I(K]85R\:."MHARN?02]5UX:=!M:S9;$0.02@!BG*ZD0T4U$1,82\>GCKQ\BL62\NH<0K*MS7L;YBW7>RFSH6 M#,_.[M^9FR7"HZC7+)L,S*.?+!5./=+(I)2B2**A2G53$Y0.'*)N%2KFU.XLK[RZJW_98W9._@W-F?K%VC^LK5&+W4A5$=3: MZ<`UZ=>/V>UG%1`%UP9^5Z(NF\*Z M0.UXJ"=,#!U@:=\4*SY:M>.UYG26CLQ=U/9ZXJW8VO=<9DIKA:!:8XN>TEE, MM1#VUI.[+EN1=B5H=-Z85VI6Y"-="B(@01,&@ATU/DNF/MJ27U;="3^S41`Q1[@5SFUUZ6R5$'N; MW./=O^5;GQ5C+#4+V-NT=^Y;"6_#)N4\:9>P7=%\0MM93L^U;SLDEB33J/ M:P2\JS07=.'#>%'"V82*+%LEV+9..," MA`76.KS[7I^.YE\V-YC;A*UC+&$I>97PFM"Z#8QMJ1/&W!>5FLF=M6 M#&),W8-)-=%Z]3!_/"MW:3C5G%[ITKOVRX4M2Z<;7#=8_ M]#&$=-`WB8-V,/&W)=+(&#R.M"'?-F"J4';"DRY*)HA\L83%9L0EVYQ(4X\I2/!TZ M1K7AQ_\`9J/&!XET? M5%*;A71SI&('?';*:APK&LU_Y+GG/HP##7/EF.QO;N+[ZG'RTABQ-*QXML45 M`:W#:T2Z4&`DUW(CUJ[U!!<4#F$="IE(`=[6]9?PVZ2]YB\,NVSY@\(DNV=(.T0`Z#LC\NGE>)0Z=-.'"GEK>`UN%NR7N"5N].]0"Z#P#IKG;;VVOIH`%0(4H`!0U```-``->&@5`L^9A?U?]LN7L7(-DWVZBH M@1R+'JR MF67<-;DK8FX_&4^`,7-L0UY-D9-A>N/`.!@>L;&,[*D\6(75HD;4>^T&O3+Z M7\7/M5%I:>LD9:\,:3<=+,Q*[L6]FS23>0TR]((D4?L'!$N M41UZY)0!^>YJUKCRONC+L1EV:C;?&!O%1E,237 ME=&(<[9KL7;QBJ\LN9$DT8VVK/AW4@L4ZR:;J4>$3-X!"QI53!U\G*N^5%$@ M:]\8!'O0$:LF;@:`SS.$W?.=;YS?"L@Z;E5"'>SHO2L7)(\> M9/PI%%P`)D'4$CFY@Z`KO(Q;Z-N+L9<)R&-=JK:_I]OU5P9IDR7>`]-69G-O M`QI)Q%G2"IG";"-,L`E,0YFY4S@8G#4!+H`"`A4UG=]!]$;B?QS,L>V,W7:H MB`)(KD*Y(D`Z\Q0(IJ'*8>.GD#6D6;,D6D53+=XR.?01!H@@5OJ/=*T$HI`( M&U'@'&@MTT(<1YBG15T+RB96/13YS"02`("B4-![O#B-+GT[%:B(](SI!&25 MCDV.I#*^#MERB;E`A?GCF'0QO)#0>`UG[_HICFMMXH@8T]^I/IL/.JU5ES-E M9$$FKCJDQYR)^%',)A-S"`)AWQN@*?=CG`B7W-7%#Y`R*-PPQ9`D>:"BF2:$ M@W%%V5=-1TJ1P70WZ:L[^D]<#)FRC9;<>Y_,,=;:#5VUMID#23O: M?,D8$(6WBJ`14B)C)F1&2?:]6W*.FIN80#0NM9V_\N=NC@)U5![XYQ$:\MN;EU8=WJ M>Y%W*^LGD?TKR519W%E?>756_P"RQNR=_!N;,_6+M']96J,7NI"J(*#'&5'< M_%XUR$_M8YB7(PLJZ'L`HFD*JB@BHL1<@"4..IM*LQGGH:!(8 M&O:7OQYFS&D7CK??)7$"TWE"T,HS+UAE^T;Z=2;Q:YH56*=/NN;1C54A4FPH MMW`"3H`.`!VLNM^W#/E*S9+WK#R%NK6]DSL9+GCQ4;F;*O+0:2CPR)CD,F*[ M-V,#%K]80W$O?:='$:GE]*K$&#]SF`,--[GQ'O'V,Y$NK`SI9<+"N&T/(.;!B[5?E-Y:2K,AU%&3!S$-S'5*JGIU1P`QCJ:P3;?NLNVW;URY;#Z1N&VFZ4>B^C)=[&>6D0BN=RE$S";- M9('S--=4P@`B!@U'C4UWNO262KJG\!2S>Y+`=XX=6G:=LV%8JV/(N-792RSE MA;;WJF[UG'(M'*#-(P,$BD15,/6)'#74>BK-\9REF;]&4[=Q1&6O,VW)Q-RW MB5C;<$XA$+<=3BKV$>^%G,HI(2";HJKEV_(16?+,Q)B+B1E]) M,$RZ=(B`:CIIKH'D:CT5E7TH"@6*Z/=AX8^#YN#]/NWB@9V@2*T/P@&8?@\8 M[]-$A01W?C%J!G&PR$22@%;D<&SK8O@T:3G`IE_*6[>59<2AP23[NO#4:UI^ M0U_.R*W0VGMER'DRUL\R%GVC:^18&,E[:ZQ=(5+?NZTQ<"F@()F%/KIN/<`D M`<3G.B4H:B-=M^426MP44* M[8O<_E9!=K<[V#PS:4J<`7;.I%&2G_!AU.4ZD>V%3JW8%'O2Z"8A@UX"%9DS M<*YR^SL:7QQ#V/=UYRMRSMK@T=6YD)URI3\7-,$@2:RB"1#CS&Y"]6J01#K4 M^D-:[V9F$8TQ.UR9GJ>:8Y8X\4O.813*P+>T&J:/BW";<2$1D)-1V4G@3DJ6 MAE``3AY&O17/RU_'T$]NTWLS+7QI&J7#?;9M.WO-*I/9)XX*5R1D)2`1-BP6 M5+Q;HD*&I@(7F'4:XWY))B-S7W2J6OCFWK9;I-HYB@0O*4ABIIE*'(`!H`#H M`#IIY`<*Y7?:MK_!F*10!-$G`-`*4`X`'``UT#B(?+K(!25#34IM.C333N#J M(:"`]/&@`35.&G((#IH```E_-UZ:"HMRF(D4I@T$->%`LF#*0:23R6L=VFTNN+^3%F+ MF('(K("C+*!H\[B/C;06/=TG:4$G)HSJ-JQ$H1U)Q$$$TB*IC!&(@FB**ISB M@)1*0-*ZZW%^C..%BWO>]@7',.'B^0+AE)IV\;M8N!;RDS=L&Y3*4S8J#_.U>\3>\+.698%V0ZEIW3%7!Y:SR><0 M@[O>T'W$[S%X]ME&X6*%JPBPN(NP[8:JQ5KM7O**8R#YB9RZ<24AU?>E%0XB M80`"D(&HF37QG!G/"L=G=M`NK=_G2W+,00<)6*P70N3)\V!5"HQMKL'A!6C0 M=@F*/EM+*%ZA),!$>)A_2#2WQF5LS_#?IMJW8>T+>@[6M]DE'0=NQ;&&B62! M2D3;,(YL1JV2`I"D*(@DF&HZ=\/'I&O/>>6EX2BP[ ME$)#O<_:VUCX8F(OY$ON@=Z@L;(JF0$[3DC8Q9VV]O$Q4R1B-UNWC2&*50Y2 MN%ESL45UCJ))"(D)H!3&T`3``C00,S&RK=ZPDW2TG9\;+INW3Y?RPMN?BG;4 M%!7.J!BQYG7E@B18#:I@V#;DQ=E:W`.G<=FW3"`4BI MC^7%NR\:8A$#"!E3`Z9DT1,!>8IQ[TQ>.H\*WYZWJ\,XPQDX8/T"D!5(ABNB M"LEHH453IGX@H">H&Y!`VG``"KG'XX%-2*NDMR*IF*82"H/`X&$H\H`.G*&H MB!N^XC26WT'H6=)D*'*./6JLG*G+$XS MG$P4,<'#UF!NM-J``=7E2*F34Y0*)PUYND:6XF1A##F";LS'>MLVU$1RTK-7 M&\2:Q2"I3"7BH4%'[M0VB:+)HD43'4-WA2EZ0K-OCKG?LDS<1MY[7-N%I;9L M8QUD6^@U7F7()R%WW`FB!',].&2`JBIU#:JBR9`(I-B#H4B8:@4#&-KX]MO. M^3K)C@R-94L>]3W(NY7UD\C^E>2HL[BROO+JK?\`98W9._@W-F?K%VC^LK5& M+W4A5$%!T,0IRB0Y2F(8#E,40U`Q3`(&`=?U0#Q\F@@RW>=B%A/.%Y2^6L0W M#<6!\HR2JSY:>Q^^6B4UY)%RE`1DZZ_F[ZWF*%T#.VG`KMS7`:/2\M!8MHZ_8 MMH[CE)0ZA"=YPS%DS$%JXLNW(EPP#B#MN MWV[=NQA4&3)X20&-8,W3^.BD5EU"CU:*I_)'0=*Y[V8QZK,WGT3DUR:=BD,8 M>`?F_*\D:#U$3`O3H(^3I0?2@*`H%BNCW8>&/@^;@_3[MXH&=H$BM#\(!F'X M/&._31(4$:OXR3+R4)V?44YBWKA@NMG2Q&QUFYNK5%%2%NT3I@H`H*/5/V M2NT43*J)`$1$"CW.C4EWJ[V3T;*45C&=NE!G9LXVM938MG8=M&*AVAB^#MXB MS(DJDF[4Y!3$[I\@BL_-9ORR=K)?1([A_LC.O&LJJ38F@"IR]\/`H](:>2'D:]V@]>H>2'YX4'-`4!Q[O^+3_* M-`KV3^9^C06%DW& MEF9?L>XL=Y`A6\]:MSQR\=*1[@OZ18AB$=-52_3&KYJ8>=%4@@VO3%9#G\O9/N5T<)*[W[%F1`Z`M;?3: MQK0K8R8$62+X,]%P5$Q1X@*HCTZCW*UFWWPF(I=MRL0G*QB;V37;.""X>SN3I/PM=F1U(N%!.S9(IH`T0T*9%(=2!RW MVEZ63"6BL**`H$C[0;W.+[UPL6>GN$HL.Y1"0[W/VMM8^&)B+^1+[H'>H"@* M#@0U`0$-0\B@L"X<4XRNQP[=W-CVRK@>/4P2>/)BV8=^\<$!,B104=N6:CDW M*F0"@/-J4"AIII5ELN8,'W?LHVZW=UBQ[&+;SX_@_(\MF5E(HB!6Z1$2D2BB M.E(0"*D3`5`\&$3GU.(B81,-\]O=,1@FXNS6QJ\<++V[>$_%IN%E%CM)>-AI MM!L02`5-LP5;-H9ZF@4_?&ZY5=0VH@!@[F_W;7B])XQ@JZ.S8O1)`K:WW]B3 MX%7<\[I9Y/V@J9N!$Q:Y=BV:; M<2)X)9,H_*FT5>NG$!+P$^R;F34,55MRN'=OR:ZQB)\Y>J;*B8HA^FU"MZ_+ MIU>$\*7*\]L^39ELT@'MAWL[(H^C)%Y$A9MS@L9HFX$R1UG"3!>'$AU`#F3! MUUI"\3`%6?)+FV\'C4S^RG:FSP?;JMZW1&MBY,NQDW261!)(Q;.M](1,UMZ. M4*`\BSDHE5>G`>^4`"=!1YO/\GR7>_1J3'\GQ_[M*!G:!(K0_"`9A^#QCOTT2%`N_;([0N146,4!%-1^F'*`ZCK5DE[Z$3^VO\` M%V65C.HNX\H7+(O;@8'2=)(P;L&*;=R30P\KM%?KA(`AIH`Z"`Z#76;:Z=,W M-X]$CM%I*Y;RCHY$X"\AVLOUC1VF```E+S'YT@/IJ(`/36_W_1G MPIX<-[)L$X5:-T[0L.);NT@*)Y-XU2>RBQB@01.HY7!13F$0UX?IJY7Y+Z-> M,-,VA6[0I2H,TB%(``4`T*`:%``T*'#43`%8MM[:5`K93302%#0.`ZZ<1\CY M/^6H.P-CZ:FU_2]&@&TU`!#YE!]RMBZ:CP$?G@#N<.C4>/0-!Z0``#0.B@Z] M63]2%!V$!'301#0=>&G'Y%`"&H#QT^30=2,VD@V69/FK=ZRXKO*3<>%/+AQ M9)+6RD\<&*8%%WUOHZP;M141`3&,B`B(5?*^XB8RG^+)RK^3.?$N[06T(4Q# M-8[(U@MWCULD<_,X;#)VLZCS*)Z#J413YC"`:UKSJ89,PU^+(82@FQ7&;L[W M]?,D*Q#K1]EHDM."63*!P4(95TK(3)>M$P<`6*!=/)K.53)[6^S1V:;/'03& M%L/Q+"[.H3;C>URN75UW<5,H!S%;34XH[<,"*J!S&!#J]3``TMM[#Y?X:Z?G M:]VH.:`H"@2/M!OX2BP[E$)#O<_:VUCX8F(OY$ON@=Z@*`H"@* M`H"@*`H"@*`H"@6/>I[D71_2O)46=Q97WEU5O\`LL;LG?P;FS/UB[1_ M65JC%[J0JB"@55IO/V^O;VE<>-[LE#75!12=P3+$UI72FA%VZY/*HL;B?/E( MDK-O`22\,Z3;.S'!%=1$2D,(Z!0,1;UU6_=$#"W-!RK9["W!#L)Z)>]8"17< M5)LT9!D\ZI;JU4R+-%BGT,4HE`>(!0>&*OJU)N=NJVXV9:N)BRG4,>O+6E:BQU8-QV9:EWW1'0,SD%6XT;5 M2?&.FVD5;3B#SL^F9\)/`FAH^(2.N;KCDU3(80UY1HBE7UG?%F.&^.G=UW4V M:M,L77$63CYXR;NI9K;N@S-^\;),G+"(C$S**.2G%OJ' M*!A-PH,B0\W#S\9&S,'*1\O%3,>UEHJ2CG2+QG(Q;U%-PSD&;A$YTW+-P@J4 MQ%"B)3%,`@-!5J`H%BNCW8>&/@^;@_3[MXH&=H$BM#\(!F'X/&._31(4#NT! M0%`4O<;AV;N3SLP]WH2CL;W=XR+)L&4B[ML^1H]J^>/[%3N9!L>$/=#%O M%N3+,P6ZU,4#@8`,40H,UBY;`4#BX0`H\X`854^4>K'1301-H/5C\]Y'=H+; MNZ]+9L6U[DO*YI1O'6]:,%*7)<#[OG(Q\+#,U'\F_40;@JY.DU:)" MY04*Q\M8\R,66/9MS,9DD(2WSR2B8J(IH$NFW8R[(,P'<$2*H5[`R[=<.41Y M04`IM#`(`&0C.6Y#`0ZZ)#B`"!#J$*80'H'E$P#H-!]"G*D"?H&AH$H=_A"(KX*3S[9QJ!KI6]+2@[ MDM:SYBXXF,NB]PFQM"!>O4F\I<@6VT0?SWE0U.8JKT8EDY357Y`$2)G`1X4' MQMF^;5N\)T;=EVTB%N7+)6A,F)SIE:W!%%:'D(_Z<4@+';@_2`3$YBB)M->` MT&(L@[K<%XNN6^;1O>\1AI_&V-$LQ7NS-#3+HMO8R7?/(LEY/EVK%9N$+X?& MN4A5`P@!FROZ@:$F>(S7;5S0UW0,'<\$[%U#W%#L)^(7434:J.8J2:IO&3P6 MKDJ3E$B[=4I@`Y2B`#Q`.-#I7"+(JE)SJQ57#-EY:RC*%9*+^"IK'*@I)R"*(GTY2&4#F$`XT%;N.];1L]A% M2MU7'$V]&S<"?/"30 M>^`O=H.H.6YA(!5T3"IS\@%5((GY/\YR@!N^ZO3CIT4'4734`(<7*`%.',0P MK)@!PY@(`E$3:"`G-R\..HZ4%N6=>UKW];L;=5IRJ$M!2Z:Z\?()@HD1TDU< M*-EU2)KE25Y$UTC`(Z``4"F=H&Y^UMK'PQ,1?R)?=`[PT&+LLYDQY@^W8VZ\F3WG=@9:Y[>LU@^% MB^>E7N:[)%*(MR*!)BW;'6;L;94E\B0-DSQI M.6Q1=A;%R`R7CY"-6MN[C1S*8"`>A(-FQ?+'RKDFZXIEU$$ETS=!PH,@3MR6 M_;$6_F[CFHN#AXM(BTC)RKYLP8L4E#E334=.G*B:*!%%#@4HF$`$P@`<1H+3 MR7E?'^(+:&[,AW&SMV$%P1J@Y7ZQ=9ZZ.DHZ\&8-&Z:SE\N5HW46,5(AA*BF M>^PY]K-V^$Q<\`H](15J9&9LVXI&U;F8+MW::*Z*T/<,0Y:J@8 MH"_LR8[QA/8YMN]Y\L)+99NI.R+`05:/5DIZZ56QW:,*DY;MU6 M[=XNW2,9,%3$`_*/+KH-!=5N79"W2A(.8E9P*4;,R4"X%ZR=1QS2,4)`>E;$ M?)(&=-B<^I5B0DT)N&O"%7NAXTF9)NE"JM$( M;PBX$Q*=%8ZZ0H\P$$1``+;Q(3U#LV=S1U+;6D\C6F_!Y.8>+7W>^MPIXTVK7)A2[ROW@P'AACW1D&4:31BG%0K@C?F6U5`M M#,SUP\6',%[A&E%S+\HZ<@6O*WG!V;FZU;WN6>NBX[C8SLY?&WV1PI:^0(5F MXMUHK%2,D],TEI=H)CF(\(JL#EPJJ)@,F`W,;$KSSWMWVDX-CY.#LM#"]^8X MGK\=VK<\_:;UM!VG:4K;,H..YV"B$I!I<`K27A+58Z;4G.30_>F,%%EQ M#4?-74N)53(.7")EDP!4=3$9?VC[0\O;?\F0MR3%X6Z./"8&M#'$SCN/=N9M MC&7Y9]N8]@4+IL!TY@8->U[?GT[?D5).-.9RDN[.BZ3!)11QSA);0%`L5T:^ MW#PP/<]KYN$X_)"_=N_S:!G:!(K0]W_F(>X&WG'0?FC=$@-`[M`4!0=3E`Y# MD$1`#%,41`=!`!`0$0'N"%!''@7:;EO".VF_=KL;=%KC'N9+.A\VYM]!ECTR,[VM*9NHI5'R$B<')6PJE*F97E("M7%V>&ZMUCN"@H MW,%OOIIA<5]*.8B0NJ[6$&E#7;A0V-#R*$LTB7#YQ(O;MTN%RT.V*D5S\XMU MGTRC69GIBJ(V6;FLDWWG6SD952T&UI>5-I*7U+:/R4QGME\MB*9MZWFK MF&/'3%DN\E2C.7?O.910%XXI@2Z\"F`RO2>[-;;GB+G&:5E0&;87+#QC;$7?3C$#&TY*YBC,V0\71MAH_9@[C^I.JL@ M^$1.DOSB2B2\=)RL!6;?&/<.V%9>2;AB+LOJWH@["XKD@HX8B+FGOA[Q9-^A M&@!4V:B[55,5BID31Z[G%---,2D*99AH"@*!7\Y`/JM[6![GJF7*'YOG`GZ! MH*!*'8#\81%"'7=#`*VB4A&^3HB[$6UKNGZ+B[&3APB5-%59,2$1YS`!=*#'&/=C66VNXF M&R9D:X8&0QLQRMN(R,>S(B^+O$4D,HIV"OC^-.R)$1;"4)9URV4I*Z;GA7T3=J%WWM<1[B MGFD-#N6K^W@;W<5,$!46,8Z(B)`YN!9M9T\2>PK<&O-K*N\V.(Z!>6W'Q*B5 MLW7/P\Q&12&";$Q8XL."<^5"S-A!(W5;CN<0>=2;19P'.U,=14QB+WVV[/=Q M&,,GV#7A;CM1*\H)[X7;+:"1@[E87O;5R(*R M2J:D83RU:$<^"G$"Z%N/1B',6Q+=AD/*>XN[8+)EKPEHY3L'(UFVE;Z=^Y"2 M%M)7%6M<\AD2T%CIG=.<+:RI!2T/\`]'UR.W[&!ACQ!V_4 MHII$*0R9^74A1+8?O>CM2NC=GBB9Q2>79VVSCK*&8L.;:3!VSV-S=$JM%;0G M'J8VZ_.C"0*J)E2JHJ=?U@@)4PTU`D^K!5W;1-VN1W65IFZ\FV[&7MD+;O!V MA9=ZVS?5]1@X:S$UL&Y;0NYY;UMQ\7&Q<_95\2LHA(B9R*;J.4YC)IG7206* M6V>D?2*V19D2\22,Y MUKB0%2+N2W3M+)N5DP0@84T9DJ`E4D22$VP79(2;7G.JQ,L81$B[,4[`,R06 M9<17OD_(,==^/+++EB0DL?M;ONU!G#R5S1&$T;"C8U)-BT:W'#V]<^,).9,# MH&X).YT_*F<"GZP+8PYV?.XVU6S:'R3EI6=A0Q@[MED-GY,NRW9.S[@7D;N0 M?H1+T]LKJ2<'<$)<**PB8S8&L@W*91!VF4I`#(66\99%P]V?=K8YRG=<9?%Y MVO>V-&#ZYHMBFQ3D62>1XDD09ZFV:1C%Q+(QG5$=N&[-DBY7*94$""14=(NTI.0;Q0HH&`A0(<_,)@TXEEP3)M MV?N?X^\,QSL=>\%'6QE7>(ZSK)VG&7Y=+60D\=RF(;?QSY7OKM=6Q(.V]XVO M-0)9-B<6[A$PGY0424*54I;M+.EK9<[.3M:;N MR^;B:2:T7E.VKYMB5NA">C)5=*;+"PZS-PJ1RZ;H**?L-!NB)DA),8Y[,9OO MVC9WW/N,:PM@W/8MMV):4!(RK"+D7#Z-?8^S;#2$#*8VR9#E:0$M&7Q`P:#! MY$O[>?HMF3V,D%PU*H*9DA+9TRG$[?,B73LXF\&YOA;$OZ];P;K-[YAW-Z7S M(V//&D;H9RDZM$W!(-RW1:;19%-9S#LV:0)V^J#=!N8Q&X*B0@UU]F5N:=Q4 M/;L%F\9F"MBVK]MVR5;XR#=TA=EHQD[D2%N>T8^0NME`(/;XD+7MM@O'IS#X MI9$"J@'.8-3"&0TNS^W/EEHIPUSDT@X6,N:_EX2$87-=CQM9,3<6XO%V6X"7 M@`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`#B9H(%X``S]RZ!\H/+? M0*#CXO':'XI&?U^N7S7H.WQ>>T73E]29IIY'E_@/B\=H?BD9_7ZY?->@/B\=H?BD9_7ZY?->@/B\=H?BD9_7ZY?->@O+'N MS';9BN\(J_;'QG'1%VPB;PD3,F?RSY>/!^W,T>&:D?OW*21UVYQ(8P%UY1Z: M!I*!>LN[5\"YVGX:ZLIX^C+HN.`BG$%$32SF09R#.(=._#7$.T/Q2,_K].T/Q2,_K].T/Q2,_K].T/Q2,_K].T/Q2,_K].T/Q2,_K].T/Q M2,_K].T/Q2,_K].T/Q2,_K].T/Q2,_K].T/Q2,_K].T/Q2,_K].T/Q2L_K]-"NE`(.T/Q2,_ MK].T/Q2,_K].T/Q2,_K].T/Q2,_K].T/Q2,_K].T/Q2,_K].T/Q2,_K].T/Q2,_K M].T/Q2,_K].T/Q2,_K].T/Q2,_K] M.T/Q2,_K]11CT>4`3!=TNIH'$XC1;,7 M!I/:FYO_`+Q'=SZ&=H/WKM$'M3NT![4W-_P#>([N?0SM!^]=H#VIN;_[Q'=SZ&=H/WKM`>U-S?_>([N?0SM!^ M]=H#VIN;_P"\1W<^AG:#]Z[0'M3NT![4W-_\`>([N?0SM!^]=H#VIN;_[Q'=SZ&=H/WKM`>U-S?\`WB.[GT,[ M0?O7:`]J;F_^\1W<^AG:#]Z[0?+&]KY9Q'N2M*PKIW,Y>SO:M]8=R?="\7E. M"PLP""G+(N[$T9%/H1YBS%..'NKEE>CPCA-V=TF;1,2@42B(@]%!'3D"-S-E MW=[=^+K9W.Y;P99-F8U-S?_>([ MN?0SM!^]=H#VIN;_`.\1W<^AG:#]Z[0'M3NT![4W-_P#>([N?0SM!^]=H#VIN;_[Q'=SZ&=H/WKM`>U-S?_>( M[N?0SM!^]=H#VIN;_P"\1W<^AG:#]Z[0'M3NT![4W-_\`>([N?0SM!^]=H+<;V%F?"69L'%E=W>=,R6Y?ERW# M;,]9F3+>V_M8-5NWM24EVK]L[QQA6P;A0D&CQD3ET>BD8HB!B&X:!(-01^9I M:Y>R3NSMK#UG;CNT![4W-_\` M>([N?0SM!^]=H#VIN;_[Q'=SZ&=H/WKM`>U-S?\`WB.[GT,[0?O7:`]J;F_^ M\1W<^AG:#]Z[0'M3NT![4W-_] MXCNY]#.T'[UV@/:FYO\`[Q'=SZ&=H/WKM`>U-S?_`'B.[GT,[0?O7:`]J;F_ M^\1W<^AG:#]Z[0'M3=J;7CVU-QTW=,=$R#"4&V=O5M3R:2S1T?0[5\W4*(`(&"@E4[@\/ MS/S--/(H$QWL7+D.%L_#T!C?(]Q8GELE;AL=XXE[VM*+L^7N2-MJ>C[I=R9( M=M?EMW;;)':ZD2B`*+L%^4NN@`(T%*#:;F_^\1W<^0'_`$9V@]`?_P"KP].E M!S[4W-_]XCNY]#.T'[UV@/:FYO\`[Q'=SZ&=H/WKM`>U-S?_`'B.[GT,[0?O M7:`]J;F_^\1W<^AG:#]Z[0'M3 MNT![4W-_]XCNY]#.T'[UV@/:FYO_`+Q'=SZ&=H/WKM`>U-S?_>([N?0SM!^] M=H#VIN;_`.\1W<^AG:#]Z[0'M3NT&(L_8/W"XEPCEC*$#V@VZ>1FL?6!=-X13"9M3:4O$O7]OQ#J3:M)-%GMH M8/%&#E9L!%02724Y##RG*.@@#1>J!=W\;F]S#ZH'[48?[7?QO^U?GO\`S/\` MF/\`@4&$^R=_!N;,_6+M']96HM[J0JB(^-[W:9[8.SZ>V`PW#/;]:.,E-YMS M;(679+Z[B'2M\S(DAX<=HX0!D'3I^SAHF+[.?RDCLT-.8 M)K.9B::\Y<,S0E$.C@/A^HZ#Y%$?1#\9`[-5PS804,BXE,ZH*IG,F=)?#$TFHFH01`Q%" M'?@=,Y1#B`@`A0S0#72XLTG$! MT$"8=G!'7Y7A@4'Q'\9`[-8--);.I]>(`]'_I`*#T)?C&W9O+&`I9' M.P:]`FPU+E+^?Y8Z4$LVV;@YBUU5E4`!TU-R:F'F+H-!GV@6*Z/=AX8^#YN#]/NWB@9V@2*T/P@&8?@\ M8[]-$A0.[0+/>6[K!%@W/+6?=%W&83\(N#:29A&OENH7%,JH%ZU-,2'[PP=% M;U^/;:9B7:1;([Z]M(=-]'#Y<1(?\S5_5NGE'4=]NV<.F^S_`%HD?^9I^K<\ MH/;V[9]-?/V?3_5$A_S-3]>R^4<>WNVS_P#7L_UHD?\`F:OZMT\H/;W[9N[? M9P^7$2'_`#-/U;GE'S'?GMD+TWX?IT_@B0_YFGZMSRCY#OYVP%Z;^.'_`*GD MNY_^YI^K<\H^8[_MK@=.0#!_ZGDO^8J?KW]E\H^9NT$VLE#4<@GT_P!327_, MU?U;IY1ZX7?IMBGYN)MV*OXSB6FY!K%QK;RHD2=>]>*E201YS(@0O,:L<8F2DE7B+5Y?T?<248FZ;.`;H$=R+".=-T"R1QT1$##J/376: MYU^J;;XVR<)EV;,IMGR?"2^?W"&3[1;DC9N`:XN%RX97(Z+*-S-RR0231!=2 MUW#0I@761(<"'.1,W*)PK6NDG\N=WXPDUVSW%L`DLSKO+RP!C.Q+7NY=5.:? MWM*.7$=&@UC9IT@Z;H2#)DSCCF=&!,W((%$3%`0U+6N&<[$=SYN+V?J;JUX/ M%NWZWX7&D)=3:+0NDATW2\U-Q\@@9E.>D(#@&R:;=5 M1RLH?K#$*4HU9K)..T\LWZ(=!8I-US-ETY!91)4Z:A.?J@(HF82'+J!-!T.7 MB(5RO]A(D5'LT,')E;G;$"2R$()**"L<.:]ID>83CJ(\^NNG<\_ZCAY%9U\_7I74]GF`."71QU_/X:?*K2/*I:1@UT3- M\O@/3IW.G7Y%8U[JO`M:BF@_2S<-3#WNO'7NZ>2(5M%*6MG@/>Z\.G3AP^2' M3H/`:"BN+;$>A/Y`Z!KP[G=_4T%$5MX0Y@$!`=>Z&FF@B`AH'105G'"$?"YA MQ$X?+IMTELAVXV2,8IA,=V=\B+9$G*`ZF4/K\L*SO^-6=MM2O`[%>SE_.YM8 M]YQ? M>N%BST]PE%AW*(2'>Y^UMK'PQ,1?R)?=`[U`4!0%`4!0%!3I"6C(E(R\G(,8 M]$I#*"J^=(-$P(0-3F$[A1,-"Z<1[E`D67^TPV.X0\/0O;<-8RDM&JB@]MRU MWJEWW&@MIKU:D-;B4@]3'AIWQ0T$?(K4UM$8>5/QB?`\&+YIB'#=_P"17"/, M#*8G'L99]ONAT[P137%[<"13=WF9@(>15_74R=#%/:.7%D7'MFWTYQ/#1GGJ MAD)52.:W:_>>!G5.=,S=-=:`;`N"9B_/R\C79%V@SMRXXB0EQ.1 MJL_\KE6O6)DYQ3,9FZ6.4=.'$H=%9OQV2WV)M+<*KO4]R+N5]9/(_I7DJYMS MN+*^\NJM_P!EC=D[^#5P2-H>&]60RB7,IX,)M`UXC1K7J^^$6>,,E(V;)O[)QO.1"UW:*>H,T2`^=1JD<1R0^BIS$4`%"ZB0-0&O3QGCIRQ?\`++%AY<-9 M^59"Q%9!Y!RS12#EK5CBS+*5"'?NU"-C6Y%LY!\XMYO!Y4Q,Y]6LV0X,%=DI?R*#92WT7,!%I-&$I'QZ#]&$EEF:RCA5U(K MD='4,X(J(&4`#@F42]`5JW/:8K&ES3;'%$PPN!*+;NWB0SRR)5Q0Y"QKIN_2 M`K0#NB)KIJ.%!$Q3%,!%$1*(\W,%0DRJJN2EH+$TXRMYP,9$9"&4-,0CB+`[ M1V21E0D)1TTDD5!5(LBZ2ZG@4VA24\,7&N/ MG5@V8K$HO2*2S>2F&2#ER[1FG M:CAPLH*W,DS0P:!$'+(!Y%3;'EPRF!K(6*Z/=AX8^#YN#]/NWB@9V@2 M*T/P@&8?@\8[]-$A0.[00_;A+;*]S#>Z_)J*LD0PCJ(:ZMT0TTZ!Z*]6MQ\> M/5SV[8;)9@#Q%(.GR1X=S4>`=P:U-MOY956/Q\YD'2+%DT4KCP( MDF43B/;G+WI1$-1T"NG_/\`P)J;6BL;1MCX18O<*7==TQ=UCLI5Y<%I MV[&R$6U<*+*%44EG3]5)B59XQQ980,=- MP5HSEK/S/7[)9I,M(J/<(#O7;:7&W3- MQZ(YKAN2+C'LE'>`N#N&*BJ`FU)U0J$,9,-1'F$!$Q1X:=&@]W6MSS[3A;V, M'QY+.^(9#K5FPL[\@03;(N#^#JD6?)%'KT`!--?37@)@U+W!IMGP^I.VVO7@ M=BO9R_GN7GN$HL.Y1"0[W/VMM8^&)B+^1+[H'> MH"@*`H.HF+S`7F`#:&X_$;%1HH9)TS8WK"STBW6*(E%)2+@ M',E(@H!P$.7J^;7AI5FMO0U'.T>QYNIW&[HLSW[C9UDC)&`)>4A9W&`%NMZ> MV!M]_;-M@TULDMC/E*CD5VH[BFA?V3 MAF^^L$1$YDX9PZ$1`!`!$6HJ\V@!H&E4S'VC]K^X=SX>F3$-_)"SCW+]87-M MR+<#H-@`3IM^M0*5TZ.`]XB01.?]*%#,;#VV47$!@/&,3'YU7/IZ M-:_DU@K%GCK^!1"CE\V*T<(OT"-%"$!^1D`JDCQ2+H`JZD`""/'E$0KKK<\7 MN)O^21G$%CR4V+6?F$"I7?=::+U\]\"07<-0>*"A`0K8B2@]6D'(0@<@Z42]$0JR9N$8[Q#@]"_KPC(:+>MGUROF\@H+.+D%$G!7#`Q M#"L];*(:ZA6-\SU688+("@'`# M'F#F$P@;JUS6[,SR?HH=@\4"]F;@T`\)`/+/(?!V83+ MA_TWFN!Q$1'Y7R*SO^3*8>LA8KH]V'ACX/FX/T^[>*!G:!(K0_"`9A^#QCOT MT2%`[M!&WF*"FG62KI,PY[=L: M!#S!>8H6Y(*"FF8YP2ZLY>L#O3',`\P#T:!51?N*RJML@0)7\'3(FDB1FN!6R5I)QLI-I047-RMQ&='CB)/G*IS(-3]\IJ!].4#4Y]>VICT M0R[S;:R#FB>D;N3W#0LDM;\4$CZELK*$F&CVX+:#; M+]RFNU/'U36XS[;>ZK% MQI:]MO;&QL\2M6W&<F/;\[ M91#-%RV7&S]KL(6VX&02FI#SIHS320D7;:3C7"$SE_.YM8]UNEG/!L+![1S M=YC\&[BS-U6=FB3=,HIMGU_R)<\1G#9 M!V?[RLAN+=Q(JZWD9$MJ=N[!9,B9L7SMB>7G[-A+G-'-Y%6X;3O.:;FBQ92+ MU<>K.T5<]N3Q2GA)Z'ERJ%YR#&R3-Z(ETU'O&RZAPT`->@-*PJN= MSY/R=0^7\GHH/#)RZ)C M`&E62VXATC(R/VK.$8:;F[0PG9^1MS=V0`*)2;?$%O.9>WVCM,PD,V5NAX%(I+(*+M7:TBF(L&3-Z5/E0444+UIA#EU#4:Y26]-&::.FSYLW>L MG"+MH[13<-G3=0BJ#A!8@'2615()B*)*$$#%,`B`@/`:@2SM!O MX2BP[E$)#O<_:VUCX8F(OY$ON@=Z@X$=`$1X`'=\CY-!#%OS[9'%.R[*\5A] MA9LEE2\&;=)Y?K6)E&D8VM1"0;-W42U4=+E5*XDW#=8%5$0*'5I&+W1X;UUS M!ZK3[5>\+KMV(NB+VIW5+0LZS2D(N0B;^MQ=NX:+Z"F("`^1 M6Y\7E,ZUF[81C[OMS7:6YKR5)26#KAR'@+&?E?'H15HPX1A+A0>$0,63<.+H MB!0<.4W2^AB`/!,-0"M_IQ,;=>Z>7L1%_M`WHYO62DK]S-DVZKI:OW(- M%%CJ'16`53=88#'4`P%$0-KQ"MZZR\I;4^.-(%-E:5M,U6Y"NX^%C&"A$45. M8%&K!LW4)R:B?4JA#:AT:_(TIO;E&19!M&6];TG=5T.4[>MF):*N'LO*%,V; M=2F`&4,D*HIE`"%$.^.)`XAIJ(@`YS:J'3.7;,[?,>2CRW<56;<>3W[(X(*S M9W+>'M@RI!Y5#-U#`H[>$3T$./MZW4$5CK0=>4=[ M-4U%7V/KK19-+@`B8Z*K1Q@`J4H@F(CS"EH(ET#6M2^S-E]4J&SB$B4,U M(+)M^19"VIDR`)Z M2KRNL[BROO+JK?\`98W9._@W-F?K%VC^LK5&+W4A5$:C/XSHTMB0G]J[*?7E MVKM2"R>>&6CDHU9KX81Q;/TJ23>O&BP-E0'03H]80IE!'YXH%KJYX]5K1EV*/\@%F89T66?1D>M$LG#XS@&DI(2KELI(F= MR'*<2("T;"77B=110"E`1UK5XVX9_P")E$<>Y0@W$8_L2VX*SY8Z))2*N2`F MT(YXPF7*"O@3@[EX0Z2GAAQ,51J(J)\O*'`:LUMYB*Q:-D93%_Y=W2*\CD>X M))@W,O'L&4@[N%-R0S:1CW_<%1!5705$@`I=1# MCK7%GB<]K6S+8%JQ=P3UO2=P-;-DV\>VOFU[^O&,@"PJG()@,;0==:YXYSZMWI9^YVV8.+7LF?AFB<>[N"/E M$I-C"$21:+'BG:)$9?K"ARJNWZCM4I@3*!"(HIZ:B(US^3O/J:W,Y;T'8,B) MNS)P8(BX,/EID,-71N9;A?$T'?&T#4`[GR*SO^328NLA8KH]V'ACX/FX/T^[ M>*!G:!(K0_"`9A^#QCOTT2%`[M`B^3YN,97W.IOWD3DD[5219E5 M:M'!DBMQ5K(642+S&62ZQN`'#B`-V*]G+^=S:QZY=S>D"?H&AH$H=_A"8GX*3S[9QJ!RY%BVE(]]&/4BKLY%F MY8NT3%*6R1$QN M^2=V=;+KF,(B/!4D>U.77H`0$-`T#N5TGR7&*S=].W2(:5?V2]SA/&SF=F/N_9K M)W)BMEAB85)*XY:VTRLLUNHD9`BK:4>@V;)09G!44W:#(R;0G,5(Y#&U'0`$ MPTGR2==+BL`9=[->R\R.\5P-R8MMEI8N,Y]I.1UEV@S-8D'/O8^*"&8^>B4B M$CR"K%LUT$"%$IU#]\8P"''7GKW"2_X-_8^SFU,=VUY06_%II,E'RTFHR1GY M9X=L=QH";%LYF#KH+MF28\A3J(@)BZZZ]W'[+_A;K*]3O;VU:.#+(P[L#@%I"8!Y547=ON(!/G*(``2$3$Y MLS)>T9BB(=%=2=AV!(+P1+\`2I%%GM1-]):F>'4*8>?J^FI=II M^/:8SV?G%&$L8X2M:,L[&=G0%G6[$MRMV47`QR,>V(F0I2BHX%(OA,@Z.`:G M7<'54.;OA$.@.=MMS6F(]XL)9GJ/S]V3D:X"X8`J"MJRL/').YE*;.J! M.407B'2O>NB*B*74"81#AK6_CNTVQ&=L8Y[:^0;0Y3<+D.Q)AE+-9\F1I9O& M*V5+J1EPV>6S;*FV=TW*_AXZ:<`[M-2&>R9&$>JSYBH,U`2+S\X@7MMM+S?9 M);UZMK2+CVL3&L(MDW2:M(UDU8M6Z!2D00;M4"(I(I$+H!")D(``&G`*\M^G M39,NT&]SB^]<+%GI[A*+#N40D.]S]K;6/AB8B_D2^Z!W1'0!'@&@:ZCT!\OY M%!3W$@W3CWKY-9-1)HV/FFYY-!LF&A=:K-[2EPEPL7K MXBDFP:),S'`3E;HE*J1CYJLBJ1661332$(LE7C]5,JY`.FS6>: MHI]:;0G.8RI"!IQY>-:LSB3V1"/VIN]>\,FYCMW;5`2;V&LJ/BT)R_HI@\72 M3F))U%&>P4,](F8"GCF$:=)SR/)KS2Q!)(/"?.@#M4H M%$0#H4,!0UX%'H\CH^57GV[K=F'Q:J+)+%%(=!YA#CT&+Y`\.CCT]RDN.8C- M-IW#=%OO;=R/9G[)[,?JYEQ]D=PD1M+S^/Y=O<+)(3BDTN2+\&0FDDAY0U3!T M`B`CIKS:!T!6_D__`"G_`%ZN<_)*1O4]R+N5]9/(_I7DJ\SK.XLK[RZJW_98 MW9._@W-F?K%VC^LK5&+W4A5$:?'XTC'/']R[13-4%5A0BLHB()!J)1,M:_?< M!$W#E_4C5DMO`C(VX;Q(BR\&/++=S<'83A)FSM[P&3;R:SF4(0"`73@'#HNU\JS.%P7EM/R/BO%LU-(VO<+MTBDX?/)^:++M9*,72'4Q013ZLQQ$==1#2 M2V=%[99S-E\9VT_/9:,Z<1T)$)3Q%58&,2<'.2,#JDTFQSIJG.94Q"E*HJ(F MT*`\H9VUFS3?@["1$B'9HX/331<($"3R$)4G1BG6*`WM-?/&*8P"`CQ#Y%,=^FB0H'=H(/-UN96D! MFV[[5QS%,+AR.+QVV=GN4I4H&$5!DFMX4+L4CNU56I3E$J1-$PUU$>4!KU_' MKG66].>UY**QO3,T/"NV3_);^Y9^::I"ZZIXQ@(6TR]8?D29S35%P[;D<&,) M>M!-9KOY)@=-5MX8*R1G!%A/R%*4`-Q5&5>&4XK/^XS+F9;T;)6=.G= M8W@FD*I%/2R$C%N$7S09M19TDF5JF6&CDE#$3,"CD[CO"'`@#3/.6[G"L7U, MQ=KQ3RUK%6EK6AL:7BQO%U&A?4@5"[+0>RC*9?,7=I,SO+:E6XR*15BM5VWA MR`]\HH/0#">3(&:>`D8_'%MWEE&1:L6BTE- MV]"O(MQ#R`*]\8%2SZC&K/]&;[1:;4)R--E', MF"LFW/>%JJS%NW19$8I!QK>8+*%,[/>J\Y"347'+R$`4N@E353T$>0R)_GJ& M?KPRA9F4.S=ME)X[MHFY"T(V6,I)/[=DHVS[DMQXFLT*D+-T,HO,R";59$I- M3)*I*AR@/.&@49YM0\,\IVJUF+D<1\HI%A)S\J_BS$<.6)TF#EXJ=L4'T-)MX\>[5EIO-IN<;O+N*P3&HW0\?1\EE.S&1VTRV;R[8Z:TN MV()F\LRZEV0YB<`%43!W1"KFXQG@Q]'Z'U>5LKVSFU\61S2)=H1LXM<<7,-I=\B9Q&Q+.#7\+>OG MC0BB9GZ)4PY10+J8^N@5U^+7-N&=ND1.0KR00+B*_+=N^TK?O9[.V+)P]O6! MX0:6CS%N=B^@[8=Q,<88Z(E+V4FERR\>W,9NF9,!44,1T)7V@WN<7WKA8L]/<)18=RB$ MAWN?M;:Q\,3$/\B7W\N@9#+Z>5%\?3[?"Z=DGR&Y0*WA/5#-,DM0@+&ZMTI) M!`*)RJ@$;F,)"IG((F_3!TA9C/(AVN3L]][%U1D\FYW`8]L!.4AGX.F6/)/< M"1#PMRQ4ZYLV:2.7_`>J%PH)0.H0VH<3%Y1Y*Z?LGU9QSEI/9'OX65S3-M2= MJ)-96V9>0@Y-XW=&*JY>Q3I1DX75(9`QA.LJ@)A$1.81'B(]R^4:FMISMEVZ M.UL3P]^M9A[-VZ2><1)FRT6T;2#HZS9(P&6`CDJ3=+E3[S4Q3Z@(A6]+K>;T MQM/]3_G[2[&R"8$15N%8Y="@KY3-4S&,`@'..DIPZS01$.4`#7H\CIY:S\>V M?&J-,]IA;3J+?-6#6X%#K-%6R1CLVZ;?K%4Q*43*$>GT$O-J.@#6)MCI?&L+ MR.\MZ3&D#]/?%=O[FF'94C.#&4%FA^QP*.H$$I!4'0.Y6[\GLGC6;W%YW22S M9R95D1&MWK.O:?RA`RK, M22NR;=F/=KS;>7ERZR3QP M5.9,`2LAP`='SD>D1+R]:?B`#T`:@-1 M$ANV5GC6S;:9S>9(B3?0MY/UUHMO&%:*OBQ<0H9FI)]4Z.F5%$7/7)$$_+S' M3.```!K7?68F&;GT;<795QEDVK=5F1N/8R8A[/N"VKJN&&C[@(FWER%ER-WR MBSUND(IMU5=0'J@$PEUZ=*W\D_\`%G_KMF?DEJWJ>Y%W*^LGD?TKR5>5UG<6 M5]Y=5;_LL;LG?P;FS/UB[1_65JC%[J0JB-4/\9/2`]R;6#CS#U43DPW(4H#S MZ+6T/*`ZZ@/#Y5=/C]4K5]@I=HK<$*UDV;0C%W*L6YRNP`YA*HX(3F`YBZ:< MW#Y'=KH)@R0.0-NK_%V M.(*PD`71FIP$IA+RF,(ETU#6KGTO2R97,[F(FT9RVHG&5NG3,K/.3KSD[U+Q M\HR*LJM&N%6)B`BDJD02?2@#]*.HZCK776:V=,KOWW7W$8>LS$,NXA32KE]% M,4#LF$@FTPK.@IV:N$#(,E8]/RSR M$`-577AADQ"]ID#:+_IBF$-0\@*Y;7-5+Y60L5T>[#PQ\'S<'Z?=O%`SM`D5 MH?A`,P_!XQWZ:)"@=V@@9W/Q,'(9XRD\?,DXZ"AI`TE=?E'74*]6ELUF'/;M%AD'*ET/8Y>:M&,:ND',K;\>M")\QE MH]&6ER1<2WT]#/EGD#,>>J$NV66DDUXT#^#GE2F7.\CC M)Z:!,M$W7?%*4`.4?I?`.&;G'';4Q?H9'$%VM+3M>[[E?*/HX\LQ1.[(1$J4 MW&^5T>#-P":#@A5T5P5`1#F*``;CQI.LI>;@SEB92MW(F%+MAK8A7$(JWA7$ M7!-7KU"0D;D7>-S&.[;)H)D4.Y54U$Y3")M1KOGRUX9LQ6*KEVOYCMBUXB0E M\5WBBU-$1:Z3LD0X>$4279H'(<`8>$G`#%'B`EU`!XA7'#7D3V\L/I)K'=2, M'(P3H#"!CNV#Z-35-H8H)K$720*81-Q_5<*EUG?J:[65Z]J,/:E%-RAWW(80Z1\CNUC:[2_1I^H97)2O9R_GN7 M@*`H"@*`H"@*`H"@PCGO`]H;A+$?V+=S MB6C$72:@,YJ!=`SF(M58G5J*M%A`Z9@.F.@E.`E&M:[76YB698FP[L2V[89F MHF[HBU5[EOJ(;E3:WE>4@ZGY5NZ$5#KOXY!XH=A$N5U%CB(MTB0(VE)8JKALLFD9/E4Y#3KL8-RA;^6L+SS^ MVLJ8FOK'Z=TKR39GUSHJ M*9$C`T3Y3J%!(1$3*DY#E*4RI@YNCITKHRV*+"AHZ_,#XO275*DHI8D&*+M' MD*H15--=KU^A]->8S8=2F_4UZ-?QCE>T:&XG:/<9909RV$$;@.TWQYOE&IMCA&;(X'RLC.+,7-NJ M%=*JBL<"'YA2(8W!0P&YB%U#7@)Q&O-=+:ZYUQ]5_61A))&0`UQ,9JX9),^K M.W(IFH@T>K!J!4Y"46ZD$&R9BAUI4A!02B(%,`Z#72:R/(PW,B5*-.D6,CI$$B%:LHF/(F`>#$U$X_/"("(#O72WG MT2[8_EL,["G[D7CYE9#D;N4EVIAT<(]8B4A@-S@FNEF>$S[GN MCMT%Q2^+X7']T19)=Y",$HMTA$A'!S$/IH& MH\*ZS?$QCEG'KDQMO71==R-VS\6*9(TT(X9Q,68H=2T0D&1F8F7,8"@LJB@< MQBG*`_30#3@%:L\HRSM;VV>/NC"UQ7I*N&Z7E(+9J6.:Q294G:CI0`6,]4,\ MZTXB4H:"7E#N5F:ZYQ>QB(F$XB'BVEX/&3:&B[4=KR;>7D%$&$>W440.W`RC MARH4@`0RFO2(@-6ZR7/H,)7AG6&L2&;WI'VZ%U2B=QD2<.GT@1FPW9U;>;I*Y7:VFZM5 MXN!N5U:\J[9%3.(#W_@CDSM`W*/'0.4*LU\N>H9LX)"_[,6V;XFY"WL39;&6 MG6"HMW,5<%L@[:-S"OX*GRS,8LHLN(.R'2,)4O\`.)G*&HE&IX]X]%\FX3V5 M^`+WVQ[*,7X=R&@Q0NBW'UX.'A([PKP4S>7N>3DV2I"/4TG:1EFKDIC$4*!B MB.FE>;?'EPW.8D2K*EBNCW8>&/@^;@_3[MXH&=H$BM#\(!F'X/&._31(4#NT M&MYOPR/'^K?D+'\6H=)^[NB/;.6S4B:IY23=-4=$7@D,)TTD4.4X@(?.#J.@ M"%>SX]9=):Y;=V%!1LN"MB80A2IN)-2U&Q[YNQ$%%/+"6NQVD="T(Q-%,3&$ MB9E!6233UY2I\=!K7A/JF5"N?)C#']O.98I[>@KK8-8V+0>/Y)B#9HOUSM:[ M;J;-#JG55D&YY%8AVA"F567*@/$I`$,[:XN(+YLO,FW6S[$E8,SK11C*2JTRU='0(C6%)+MKS%C;"TB&.U,A MDRC+"^4[AGFLU'R2;)!G9%YLETO`E[0EHITY50$.N65; M"N1(0*GT"F`C6<2;8VZ;ERH$3:R3'+/CW-IY#?$_T=>UD$=@ ML@A,M0`X(3#,>=-<1-UA541(;74!IKC//27F92Y;8-M=E;>D2+W1&1%Z72C< M"T_;4_)PJC,]O(/4U%B-VK4%_!UD7!%0$ICIGX!P"M?KK'E-N4H-GWN^FHXJ MJY#(H`H*!"Z'135*`7N2,>SR^-K'1EXZ\; M?D&#R.118NVKYL^35;.$P;.$"")3@`Z<@Z^15&PS7E=2O9R_GN7@*`H"@*`H"@*`H"@*`H"@2/M!OX M2BP[E$)#O<_:VUCX8F(OY$ON@=T=0#@&H^1P#_'0=>8WZ@?_`!B_-H.ABB80 M$4S<.`"!^4=-0$0$0,&H"(!0=^8W_%C_`.,7YM!8]Y8VQ]D:/-$Y`L.U+WC3 M`;]A7;`1%PMR"8HD,9(DJV=@BH)>',3E,'R*"*O.'81]G-FQ:3DB8=7Q9<4F M=1PK.XLN"0MQ07B@B85U8UC(>*08%='FY>1_S!U!`J*31H=4$1ZS700#01'R:[?NF)CN,76V\],M M1O8;9VE.K5O'TNZ'45`BK9C8U$>8>($,K)KJ``APT$-*Q?EROC&9H3L1=I[(4S MST_EJY1)TIGN]"*;*CIWW,W:QJP@`Z=PX:!6?V7V/&,T0?9([#X8R1W.$D+D M.CH(&N2Y[CD#',&@@*G4R#(AM=..H:5//9<2&;QMM%VTX?DXZ9QIA.P[/EXH M51CY>-BBFE&?6ARJ"WD'2CEV050X&'GU'6I=K>*KQ;T_V9FX4V!G2L#U!7AHEFZ\%,X!(W)S\O-RCIT5U^/'JSMGT0=61 MLNW0Y#D6=OV5@G(ZT@_.1-T,M9TM`L6:*A@3%=W*SS5A'M4B:ZZF5YM`[W4> M%;\M?=GQI_X?LHI[#L>SG,T67>>3)I1`CAC8F,4%"1:ZHD`PM)FY5>K=E(0P MZ*=6BGIQY3F[K.OO#[OJKU]7!E`UO0MI0&S6Z+,)`+M(V,8EL:\9QTE;[9-\ MDJU#%7W8]V9ODLVG9`1G+C M=M533,NRN9K;K#J!$15<(.8-N<40'ON4SCF$`T#7HK6?*^4L3QJ+#>!@O>>G MDTD5<]AY6NZ,9QS1[#(VI8]XO;+;\Z8]8,:UCX@8Y%PD;O#B8H+#IWVNM8VO M/-;UZ,;A38!G6YHS'[^]L12DE9\PQ8KRK6:@YJ/>L&#A,[5R"K!_&-Y-C+,T MCB9(2IB`G*!@,)1U%+IZV,3/HE-Q;M$AL+LY%GCS%\]!DFE&RLNY)$3CAU)J MM$^I04<&61.!-"%UY$RD)J.N@#6L_%[GW?5.]$D$D0.L<.90Q"IAS#+M\>LSV8V/VPV M_8WVVVDZN"$L5"=OB35%19G#V\#MC)RPI]6@]$G%Y:X0?HO63J.4;J)R[HA6Z31TBW.DV M1(`%3Y2\@E`!+J'&L?)^34Z9WK"EBNCW8>&/@^;@_3[MXH&=H$BM#\(!F'X/ M&._31(4#NT$(F7=E>6KVW19-RNG8JDA:XROEM:!DIBWDSS#\8],%7IFR\BW5 M34%;F1+U_(/*`!P*`5ZM/DTUUD]6+K;2_-=D6[AB^\\*6-S&EKBD']T7(@2Z M[8,FWEB`HE"1B/72_!M'(E)R"4YBE$Q@T$.-;_=I9G*>%(KE7LM-ZN6+LM4T MA@!2*8S5JR\7=5RI7I8BZ]N/GEV,;DCG*48:[^I.^CP1=(G6:E`ZR3H2&,)2 MAIPN^D]6I*9;;#V:^Z*RG4[`Y7Q+"2K!FFZ0MNZ%WUF.%SDCGQVJ`"9.9>2I M6LNR*1PDD(D!(PF`VAN%=9\NDXSQ_#-UK!]V]D)N@O/W[MM%BC9%RHH"K$(OHE6XTY1W'IJ)=0KR)FY"J%\OX6,MCR_6C==O--[JL1T]M&\XU(Q8.[(\Q;D\+'P=VW*#LI"@ M9VV4[X.<3!6K\FE[MS_"262A6$K$.%P#51D^3E"+%`IR%$Q->4X``#3SU/&HFK/[+K?WC MS>I-;&X%7%LKVGN$HL.Y1"0[W/VMM8^&)B+^1+[H'>H"@ M*`H"@*`H"@*`H"@*`H%CWJ>Y%W*^LGD?TKR5%G<65]Y=5;_LL;LG?P;FS/UB M[1_65JC%[J0JB.ADTSZ@!K0` ME*;YXH#\L`'3_'0<"FF.FJ9!TX!J4HZ?*X4`":8="9`UZ="E#\_0*#@R21OG MDR&TZ.8A1TU[@:@-!R"9````A=````.4.``&@`'#H`*#GD)^I+_XH?,H`"$+ MKRE*74=1T*`:CY(Z!Q&@Y$I1Z2@/RP`?\=``4"AH4``.G0```U'I'AY-!S0+ M%='NP\,?!\W!^GW;Q0,[0)%:'X0#,/P>,=^FB0H'=H"@*`H"@X_/X?H_HT'- M`4!0%`4!0%`KVGN$HL.Y1"0[W/VMM8^&)B+^1+[H'>H"@*`H M"@*`H"@*`H"@*`H%CWJ>Y%W*^LGD?TKR5%G<65]Y=5;_`++%[)WCV;FS/UB[ M1\C_`(I;R.%1S2%T!0(/VGTW<]M[%-PLY8\E.1%\QUJL%K/D+97>M[@1G37% M#(HA#FCA\+.].U46*!2@;4HFU#2BS&>>B)6AN0W28[OFX(?'_A=[X5OG/VV+ M$^,;IR>UE'L3`+7]9JJ>8C6G,-2@^F;2LZ91;K]8L*G4NU%43'[[O2,OXWW` M;IH^[9V.:VV6\(&3W@Y0P1=\RC&3,JO:CQ?'T7+6#D"+CEQ;>!8OCKD8.FTD M4!."1!)R&%0Y@`&!P-N%RQG*U]P)[QB8S%P6.3(5K-UX[PE>]K'N6VW<[#"Z M?6^[3,HX1\`9(2[!8Y2@[*J!2%,GH802+#NX?=AB6PKQN6Z+.;9*6Q]>NWY# M(=WV+)S]X6CEK$%W)R,?.Y(QC;TIX/-6KE:):N225UPRH&0(JD`H@!!*%&L: M^Z_LR[N]V,.^R3CYM!I67,V%D_:\V2R5;MHA>EIO,;WWDRR;2R0^D#)R7^@[ M@B%598[Q@[*D!(L$5T3G25%4AESY=E@YQ%R[:8>7 M!:K$LI?<=*RD_`MA!PBS",MEA(-'AQ(BX"0`H?2^0Y@LB*[2'=$O9,S<"N(X M"9=Q<#@^]9%G!,I-O.LK#7($=;,+,JM$;ON&U&]L(.BM"K).E"O13(F M<=!^?<\@-`A$[N"W(8. MRKG.ZAMYUN$M-C&YIOK'=S6/,3J4S:K&V9J#@7V/\[XQ7;`1).RT^N6M^4BM M2O6?>J`)U.8`86`W*[KLA97B,6V9'XB;!([:7.:V%TJ^6TQ$S\\-\W_:5N6] M'/6BI8THSL=#1#]\'6B:/(Z.!>L`2"(8$R7O2W(VY;^U[-;S$MQOI^?QUN0N MN:PPS9S4&NUFL=V&X113G&B2+QS)M9J;:JGC$E2IJ=7R'3`QSA1K&ON8_'V[ MK-%SYHQ-BX\5C:X;>O6T4\@(Y%@UIN.M^^[:?W5-QCR,M$99%(WGSL&W313J M48DZX!76<`!@32Y@)QCZL59O[0?,^/LR9]QU:=@P$Y"8TQEEBYK>G%(JZ2I! M=V/&.+I&%MV5,NT;'?KW,E?3HIQ:E,W`&G['46,50`+B8SGDNN7]^6Y"],+Y M-LMU;2%HR!E<^6W'94MN(N-JG+2=@69;ETV%#6P4H];'W)=3R66325(=7K"- M1ZHAC"8H5?'7TIC=W4GG]I:NUK)^$IV\I+(N),90F:)['<,\=%'-5N0TMBEA MD2R9ACRF)(OW]DSTNZ:D$H*^&HD$!X&J,SF\EZB]U&X#`MT;\;MDPD;NN,=P M%KQ=E6M=?GCF8>!8N]M$GDIQ9EAJL6Q89K$(W]#*QOA#E5%`3J'2*H=T9!(Q M;C$]WN]OUN$A'-XW!;UKM4W5W9*BVJ[2Z&ER3$;;<:3`'G_490+,J+4&HDNE MN,=RF-RJ*G[X2J!I1E>\'OLW-ME+KNN9@XTT?=EQ[:[?MR'F+;=PMLXDC,JX M:0O*0NB?G%5BKOH@^2'WE`X<..J(@;E,;E.D8HA6D^T/W"0]_P!]PUV6/93. M&M\=PLTBP3*W;_3O*T%""'TT" M!CI]VG.YE7'\;=;'&=L1\HR1W`.I&)?PMPN%KC1Q#F[IV83%T,( M^*N23NM\_GHR(>*2$4PEW>,IE>0:1S]5-)1XR;N3F*DJ8I14(`#IQHR#7U; M'$R^MF7+DL&$R^"0B\O9)RJW<6O`2*S9B=\QV\67`1#ERLY2(NZ9.`ZX"=X8 MXQ,9]7CLC>=O;\*R>7(.WSJ6V/<0WK>;-Q!6Y,BTN&^L47;-VA>UH)BLN9\@ MA<'@2D)5K?N$+TBMN,M,1]L7;CY0K:&R+@JXY84Y,CUNJ#UM M<#@B!C@02E`23'/:T,1;[MT"=@Q[27L5ID>Z+-VVVWE>:6?QKRW;HR:]E;=" M0GW=IPK8%Q>N+$N!%Q'R+5`@F$$N<>K,8"T,1E*PMVVX_)E^Q5EF98UAK1E= MM\]F]W>3`DM(*O&\?-0+!.%BU6YS1[.YG,=*.Q5:G.8[,[/F'7OB@+)Z4LN% MNT2W'LDL)VP_L:!=03RW\)V_,$NX]PMY]!W>^W;*60I:;N>[WJ";=HVMJ],> MQ[!XZ62*'^EC"KR'*F!C7A?1G:U-U64=Q^QG>'DEY/6(C+V]BFX"6`7$4^G) MST/<9<6(R[PSWRLD'4M'3,=?RJS6/()>>BHXUW`[@<;Y M&87E'M)V_P#RF[-+!]S^=H\G=DO;IERDMX5 MIB0FEH5Y;+WPZ.E+4"347,!CIM9=["@D9\V3.=-N[ZQ,IC%*`B&#^T&# M7;B^#_XA8L]/<)1K7\CN49)%O;T\'VL:^_$Q%Y'\27WY/"@=V@*#Q23(LE'/ MXXZ[EJ1^R=,C.F:O4/&Q72"B!EVB_*;J7*(*#+"EKCNN29RUNR^,FH7FP8-5EG!)IH:;66=J&(10Z3U M+0HE#O:#-4'O#W-7#>EZPC2(Q>6V+,VS/<_M+E9-YN70O$5)J[F4%"PJK8XL M_"EXAC'N'R0',9HZ!9$.8!`0!8I;M&-STQ;%SPTS9=OIMIS'S\J,K;D3=$7+ MLY"Z-GL7G-/RI="18J#JW[[E5+;;K!S**N"\QBE6(!#&IK/=DJQ.T`SY'W7: MUJ25GP;BTT8S'\#SRT9=CFX3K3.VSU4'T[(R+%HX7DR0MW-/*QR"3<5EU#"4 M"@L(`(NLD[>3;YO`S+N0W0;.8+=%V*9NJ!P59(VF@%`MQZ%]2W^ M;ALBE0@[DMEE!)>?/%TI'N[497)$.T&[G<+(XQDX*37725%T"ULM$I9PGH0" MIFY=>K'GHC..V[>'N8D[YQ+9F5+>/<\9DC+FX.RKDG8JU!C9RP'5FY#G8W'C M">ML'?AC2S9*Q8$[HTRBFNFD[T9VN>I)[5;U-O4BMWSE^?WU1_/EY0$:^6/[%\CZ9R M4:^WZLL?VJ?]"G_>W1D?VJ?]"G_>W0']JG_0I_WMT'7^U5_H4=SI]5SR./1\ MF@/[57^A/_OU_P`T^'SQ>>GZ=SZ^!^"=1WO^>Y_TM#C'U21T$4.3/;/>WSO_`-K3ZCGA MOM?[%\]7JO\`GG\%ZGSSOO`?*3SK?LCK==>MZ[O=--*#)']JE_0I_P![=`?V MJ?\`0I_WMT!_:I_T*?\`>W0']JG_`$*?][=!Q_:J?T*?S?5;\CY'R:`_M5/Z M%'^]SR/FT`/QJG#3VE'3Q_G;Z/\`O4!_:J:#[BG7CI_.W\G2@Y_M4_Z%/^]N M@X'XU3AI[2G_`'M^2'^36@`^-4X:^TIZ./\`.WTT'']JI_0H[OC;UZ>'R.BC M7V_5S_:J:#[BC7N:>JW_`):,K/2]N;[8';9[9#VOOG0\^-U^5/J2>?3R]\\' MG'F>H\.\]/['\J_!NLYNK^F<_+W-:"4>@BWW!>V+]O3:/M;?4H\\WM99+SP> MJ[YXO*7RH]4;Z1Y5>=G]G>6/A7SW/]+ZOY-!>']JK_0G_P![E!V_M4_Z%&O' MQM]%!P/QJ>O#VE/R?YV_)#_)0<_VJ?#W%/3Q_G;\@?\`+0W0']JG_`$*?][=`?VJ?]"G_`'MT%$N/XSGSNSWG ME]I%YW?*23\O_"O5=\&\IO`7'EMX3U??]1X#S\_+QY==*!=MM7MI/!KD]K+\ M7=RZ0_GG\ZOJN^674^!_Z%\L_#/])=1X+KR<_-^GYJ''H:3^U3_H4_P"] MN@/[5/\`H4_[VZ#C^U4U#W%&G=U]5S_)0+3NN^,`]2QEZM7M7_4V]4;&7GD] M3KU0?/?X-Y](?J?*GSP_Z*Z[PGDY^?\`2;ETX:T%/_M4^/+[2 MCI_3>JYKW?(^10']JK_0G_WN4'8/C4^[[2C7Y'JN4!_:I_T*?][=!Q_:J?T* M.C_XN=/S*#G^U3_H4_[VZ#C^U4_H4='_`,7.GYE!R/QJ?]"C\WU6^CN_H4'' M]JGK_P#HITT_^+?3_CH.?[5/^A3_`+VZ`'XU/N>THU^3ZKE!U_M5?Z$_^]R@ M/[57^A/_`+W*#!&Z3XROVMV=?/O[4/SG^I7>WGG\[7JG>>#R@\H'OEOY2^6? M^C_+;P#G\'Z[Z7UO+S<*+,9YZ.%])_\`/>XR_P#-_P"9_P">_P#V:- GRAPHIC 44 g129874g82t92.jpg GRAPHIC begin 644 g129874g82t92.jpg M_]C_X``02D9)1@`!`0$`>`!X``#_X0`B17AI9@``24DJ``@````!``!1!``! M``````````````#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+#!D2$P\4'1H? M'AT:'!P@)"XG("(L(QP<*#7J#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$!`0$!`0`````` M``$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$"`Q$$!2$Q!A)! M40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF)R@I*C4V-S@Y M.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$A8:'B(F*DI.4 ME9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:XN/D MY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#T3X.RF3X5:&SR%G*2YW') M_P!:]*`WQ/76_/NC:7E[)HVQK>4PB$;5BD63;Y9)G1Q]XG$G3KCROX&_ M\E2TW_KE/_Z+:O6$_P"3?]'_`.NEE_Z5I0!JW7A31'^+]H&LLB73I[]QYKX: M<3Q8?&>OS'CIS4HYK=G_Y M+%8?]@&X_P#1\-4[+_D-_$;_`'XO_2..@#)U34XX_A7X2TJ6:X4ZO;6D$S6Z M.\H@$:O,0$!8Y4;<@?QC--B\1RS_``)U-I'=]0L[672Y259',O\`JD8A@&!8 M,C"K@W5Y(5.94BF1;<9!_BA9VQWV5ZGJ^KZM9>*+..WM;B;33Y:S"*!G+;RP M+9"D87"GALCG*D,&7@M=_P"0G\8_^P=9_P#I.]>QV_\`J(O]P?RH`\?\3V]Y M=.`/[V^0)]5K2N/^2Z67_8OR_\`H\5P6G_\D0\5_P#8>;_THAH` MZ#X;W(EOM5\/:H]W,-6O\`#70-,L+[ MQ'=VUMLF@U:XLXV,C-MA&PA.3C&?QJ_KW_)5?!O_`%[ZA_Z!%4G@'[WBK_L8 M+K^24`$]3ED>ZTJ:Z$,S'_CYM&MV\ESTRPVE6]U[YJOXQ72_".KWN MJ^-=%_MJUO[M_L5]!='SHDZK`8RPPJ_-RIQZ@$UM^(O^2Z^!?^O.Z_\`13UY 0=:_\ED\4?]=[O_T>*`/_V3\_ ` end GRAPHIC 45 g129874g91x28.jpg GRAPHIC begin 644 g129874g91x28.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_]H`"`$!```_`/0_AZ2W@'12Q))M$Y/TKCOB/K`D\1GR=4AM9?#ENEY' M"\P0W$[.#LP3\W[M3T_O#UKH/'=II6O^`+G6F@69XK![BSEW$&/60$1+DD=7.?^`UJW'B M==0^$MQX@1@))--? MN_(%:ZO1M=NA\,]#N;8@W4\44`9F50"H(;EN`2$8#/+9+@G2KM[G3T&?EQ#&K*P_P!YED%: M,MU-X=^#UL);A8;_`%1%3S97V[9+ALLQ)Z;0Q/MMJQX!.GZAHFK>$YKJ+5+7 M3K@Q(ZRAQ+;O\Z?,#]1QZ4?#_P`.:1;ZKKEW%9*L]EJTUO;ON8F./8ORC)Z< MG\ZPK&5]6\6:AX8O9GM=,NM:N9I)"Q'VQD"8MP>P_B/J.!77^(QY?C7P?''\ MB":Y&U>!@0'`Q7+^*+C4=*^(]]XBL6DDCTFTMVN[93_K;=RX?CU&`WX5L^&6 MGUC1O%QTF]"2W>H3_9+@,<*6B3:P].HIO@,:=I=]+I$^@R:3KRVH>=G?S!=J M#@R!\G=\Q[\\UJGQ7NL(Y4EMC+)ITDRJ.7_#[7M77Q7I&E#4[K["LGEBW,I*;0IP,>E>F^%M+T^^ M?7KB\LH+B:75IU9YHPY(&U0.>@`&,5E::BM\%+R`Y,<=M/ M[-&AE0/M7RR<#/3DDUS=S;Q1>!_%=A&FRU362BQ`X"J9(R0/0:QQS6SKMM!)X;U M*W>)3$]I(K(!@$;"*\WU33;-_@AI,+0`HLD3@9/WFY\6^ M&+.>%)+=/M+B)AE-RQ@*<=#@$U'%9VVG_%!!9P1VZSZ03*L2[58K+P2!QD9/ M-6/!T:QW/B+:,;M9F8\]]J5R^J65N_@_Q?.8_P![;:S)QK? MOB;G7?!5Q,=\I\URW3DP GRAPHIC 46 g129874g96q03.jpg GRAPHIC begin 644 g129874g96q03.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`#0"K`P$1``(1`0,1`?_$`'4``0$!``(#```````` M``````D(!P,&`04*`0$`````````````````````$```!@(!`0<"!`(+`0`` M```"`P0%!@6'D/\`*7(]V="HO`]N[DAT-80*U&1&!;(U%F5(@1E8_*0E3@+#C`0XQV"# M^=^\=T7)XI74;CMLB4USL,@J_8/?.S7R$'J`O@J7U;A9R>(5JX)TF<'*6V_K MFE3Z28:K6:BK M.QD:MPART3Q6[O)5\9EA1[&TOCPH3.2/RP1B7MA>?$QX6<"""_M^H5;,WT7J MC=ZYMQ]Q=@[*O>N[.:9#"+PN,F<5%%E$4NF9QMJD,"B0XN@=&&2>C0A,28I- M]NSN MSW(GNL;=MAS%\HW9ZF&SH`M4H@J0#ZTMR-M*XJ+E=T-9; MXL%5N4IY1J4UJTYL=_D3BHF,$JGD1<81.*:"TOHA!<26VKJY03,U*H)$#",E MNQTC+P5WA#1-2]ZMCMO&S@-IDNT)TPV>]..S$ZWV<6E[4M\CDR?C]8G6CI#& M[.$E"68XM5P7@]-BQ>E-"$A8+(3!8_`&,AXY==YMMZVW9!/-9[`E;1K)Q*PS M7>\^0"!10Q8-+D[RG(VN=>6%PF!/C=0$9*X9_3U!`+`5= MS[1V?MF@5R;V:_[E;947,*%I=OD5?,>O=R)H74%@XDDTBX4DAGL>(C3DOE)X MFA]$%*H3.*+I(R#N[^[OR';MDZ\LO1CAEWEFL#VXV[M>TBM:[$N6+7#?]O$S MRTZ[E/Q>WY2(H!*VB,Q(V/,34N;?.)2,%F&DK%!QF#<]>,!#,.+6_P"^.3JU M&3;$JY9[%-+-3HBV:\0"LVZ1*6"5;3;.H8)&B[XO#9)B)&2^I8A$75Q"BB4< M=@E'JU'4\GDD!,`4>%/ZL7':DJYB^5ZFI)8$K?*IJ:H./MYK.OG-V4*HI!76 MPH%:R^<+XPT#%E,UJ94M:$QJX8,8$H,)#D7?TA[@&CCQY'MK*PY!]DZKVRMJ M4V-JWNCN%O10FF\TESTI<2Z"V(U;MN6L[?0):]9TIX_'+)KQU;1,)`C<%F.* M5*G2E^():9V"@*YV0Y!9?]LI3^P]%RBW[?W`D=;L;E+Y_'D*:R=@%$%,V!<6 M2VI7`&I_*5E2FRH[5!"WTLLPL\\L1`3"0#/*+QD+8XXMBM26_439J_-7=Q-J M]W6ZLF"03FSH7MW<,BE=U53+Z^@KZ^+Z\=&&=1-@DM4J94>T*?&`-$,-[/AT!6.(:0TZ:-N%A&9"4AP^)'9+<*D,$\;T=6-H4 MIL5&;@3@(M0'.%F,X3YR2+`PGO\`F,R#V?[I^'8OX_HOJ/IGR'9W_6_.GP[\ MO>+].'GOIF]/_=_=/E/6_P##]O\`E/W+L!M\235R1`C*D^D9YJ*IT6,5)L#\0OL$L[ MDD:``Y@MRU')NZ[>*IXHHG6?&J;3K8P;?H&-HU;(;I>":C'(=-Y*XS21Y<[N MRX&/(9*V-36A6!3EH!*Q".-"".?;M)XXGXZ98"H'>8/&H)NSNTZC20^PHXJC M%Q^\+N-H7RVB=#$L]U?%L"*G8K,%-GO MSZ'6MP+UU)4!K*9)+#B<7-L;(#7`V-Y>GHMSPW%(BQFY"<$.D<7*?3?/,I*U M/&JZ[1!KS&C*XG#,?B%\P'^6 M!]2]9^V/>OR]\FVG],/K7U._&'OSSSK]0?TD>M?^0^A^;\W[W]G_`+)Y3Q/. M_H>KL!$[.(]=1_=2:IK7J16&0N+K6JRY]&T4,8%=0+-HOB/;W&LBN9S8<]1/ MK;,\5B:\9:DV(^K#XQ";`3^D\W*R`]_28OWT8.<@:FS])TB%C^@/8)!GZ?B6*LKED M#R?/&[ZW:Y1L]?9UU&U+&]S&NKFFHSHBU_3\W(B-?I4\4A(H&WU%A%Z.MGYC M6K6%9,]02ID&"\Y!$+N12_\`^292AON22G*G&CM6%ER<<)0XG9E88FD*'42I M\@JNP!-Q,O%5WHI;B0*1&`"J\4SQLY_A=@57E6)9S>%[5AC>H>V)-=G.X!U;'`T:]PV5-B='=3(#J4XVL/;6J8$:)G;4Q5=7!AI,:G\J2 M."U\/6@R:)0`UM;PIH$D#;GA2 M(I3DH[I,QC)&0R+CH019'O)S2&[N2JO9%M6LKG6\[NF:1A<@8R26F2"38$:(+G8/Y1O@P;TKXY\M\+6 M3[9]5^3O+?`G19/O_P!R^O\`\'X[Z/='@^N?I.[S?DOZ^P+;^3_._N?^1_8_ (WO\`4[!__]D_ ` end GRAPHIC 47 g129874logo.jpg GRAPHIC begin 644 g129874logo.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`$`#8`P$1``(1`0,1`?_$`&8``0`"`P$!```````` M``````H("00&!PL#`0$`````````````````````$```!@,``@("`@(#```` M```"`P0%!@N4:/:.R+-,X7.>V.S,E9]8-2XPPB*,E#A<=JB,94 MDB8T>19.-4P=I-/<$X_K&3EU"A3F9#A2'/P*P>,=I;1\_P#?N\.,F^]ZS"^Y M/-Z]B>T^HEVV%()'(5\^0JHBD(N*`L;O+'=]>CF]C<&!>8B1Y4?62;''A1C& M,*2\?`2CM0I5HM8=CEB!:N;ER2AK?4HG!L6JVQR0*R*]D)J=:WN*`Y.N;UR4 MX&!E'DF%FE&!P(`@BQC.`IZ_K%6%8-K<RM"9.25]OUEEE8]<8\Y\A?]\`T']:^=6+/XIU M`56-9]FV6="NG%ZU;#AV1/I1.QQ:!0IMCAD>C-:;HZ8]?H;OCV2VWT?C]0;;JVG7J$Q'=Y93$?=H[)G>P M7*9(6ADEY$@2&M$25H6TA*0W`3$(25(2\A%@0/4$J[(=$[)L5@LY@#5Y;A^ MBDLO>(BI(R3A,22\#PWA&@-RO*2@&%Q4\Z<4_P!#N&.ZVVVKDR?H;*H[J/?6 M95&D,@5,5J:_W-&JJ>GDV.N;BR*&]T;7AC<0%+&IT39)+<$>251/K["++"6' M$>4RF;\F]#IC-Y1)9K+Y10,:?9)*YB_N\IDS^\NBMR6+W)X?WU8O=G)6>>;G M/N<<_KK:=%32M>=MQZ'[/[5S_OM:VVD M::-@H[)[%LU]Q-654Z29TM]+:K+(3!5F;2*&,(T9Q*E*<8,YL^["P(LDJ<(@ M?OJATKU>W;N38&G]:GB8V,3K:O;V*=VZ@AR]/1KS*E2Q:@<(G7]D*#0(9L]Q MY0A%E;E&3E)]0RS2#SRC`CR'<-O=BX[J)JWL#L_*T)CJQ4/4DYLY4RDG_C'O MY\48%KFVQU.IR6=A,ID+H22B+,R`6`#/P+.,XQX^`5?GOS@O7MO0S+T5ZB;G M;1!37XZ2F04%K-KA9ZFF:DJ"N6Z1N,::UV&I"C>`JG1W$RG"28"$*G#=DH]< MK6JU)OT!MT)EFT'"GJCI]I9*=EK?VSYQ]#UZ^NJ<(V!?\3>V]>[<0N[8PMS, MTS$1"8Y;'"'R7,))P,!2(%#:[&F81EJF_P"Y2&?T_M"X^1O9/3[?U?;-O.?/ M3;EU4T/LE6CY94Q>ZJJ>R'EL"TGS=HA[R\JHQ%4)K22WRLDI&G`88='GL(,E MA58#D+1^^.][CI)SALA^JUR7'[`;(J&W6K69+%CS#9&ML:WD:MN_DD6&W&_F MY<8G$`+W-`H(]L8,^QP/(?"(ZZVMI#PKNNN;!MZT9YL;%=&=AK$M&VY M39TQE\X*O)SI.62=[41N`B"'`.!Y]:Z1/636:)0:!;&7CM1!9,L66E#;BV$L'%GV` M^Q>Q$K>_L9`9C^L:!.4;);S2S&[`B`"`0=XSY^`'K2!JUEVL-Y+IKBH*W:^A*6EFY;5K7(EXV]:W1ZR5#XO6H6UP,-0$FI!EIBBTV"O7 MV#G.0LDY%WO/H-VBLG2C4K?R\.EW.]%K.HL>>V+;\XQ=J2DK3&N!AH:F&Z$R M4AK9;]6Q]^=G4F.1E<[^5*9&C+)3%*1+&?`B0.32%. M&?`;/>3KQ;5LPF];DU'U>Y<-;)7&K]L1F M`%@DL[OF6.B\R>V7`T%B-J=H4-)YL96)_P!L44?[(&UC.(](XZ;7Z5"^NR;(B4BA MS;#?N3K&0I>7@/L9G`P3(BV5BVW_`#$FVQT/:'YB06AJ=:3ZX0]]9GAOE,-E M(*VDB.6P9X9G!N1.V7J*29,J;Q^J?U5"(P:1]A1I8Q`73A9V8UOY]'9V''VF1C61]F=5JM< MO92$KP62)2,).,J0&`"'.`X$("8\@.J=%\W3NC5>[$4[N`I>[NA\TL" M$TE7.R\255M%V:5/KS>-)N]4,*U.^.RII2-;"K>G$Y4[/!)B01IQ82`EEDB" M+!F=^]))]L(AM;<0*JCY"?I"7L0W(FN&.UG-$Z-9 M7:51Q44S('5R<&_(!HQ9)<0$!,]A!+!GX"..:O3;0C8*QE.JFE^KEV:^(2(K M+K>7(W34U/KC3Z836Y1)A=LAPB$V-ALP?C7Q*(LLA$,2@E(:,TP.2PX&$19" MQ/P?[8<%EGZ!_P`Q0?*E9$<2D#&[&1H,IQ9LRD'\>-D`$8F@EW_2@_)P0,X) MF2LXSX\B#C(0=[FB>HL>9%#NP3J(V;'GEC M=KZ@,,:0@.S)HXO?#'9Q`A#A6A7>[F2$:10\$&!?WPX97F.\C.?['(6AT87M MKUSAZ-S9GIO5M3JW*RAKL&)ES-*M!G`@0C_7[V>KICH*%?/P"R2E0R-.42O"5X&I:E"I/Y]3A?`(UQKK'=_I5N=J(W=`JIE,,J M/A=4RZOF5#,VEY0I[3V7)ECG%*X?UX'="F0OCW"HK!&TQ2K1FK"PJH@D4F&_ M^MD'P&*]&4ZA7SXWK1HTJINZ5$[MTDX3+ M72MK9JRLJME1=,-$8MJIU5-JR`1:'Q-U1%P^(JU!QF(6VLLA2HDQH0$E!.2G M$@!@)/G(&PX)Z!ZL;*G]:%NVVH-6VJZNO0JZ/X>_W;2SVM:B0+\.RI27[&''E^YX?4>!"!D(LA__9 ` end GRAPHIC 48 g129874tompkins_logo.jpg GRAPHIC begin 644 g129874tompkins_logo.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0J<4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````![````!@``````````````'0```(T````-`'0`;P!M M`'``:P!I`&X`7U5F9VAI:FML;6YO8W M1U=G=X>7I[?'U^?W$0`"`@$"!`0#!`4&!P<&!34!``(1`R$Q$@1!46%Q(A,% M,H&1%*&Q0B/!4M'P,R1BX7*"DD-3%6-S-/$E!A:BLH,')C7"TD235*,79$55 M-G1EXO*SA,/3=>/S1I2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V)S='5V=W MAY>GM\?_V@`,`P$``A$#$0`_`.AR_J-T[#QK,K)ZE9514-SWEC(`^0]RI]#^ MJ>)UK#LRV9-U-?JOJ8US6%VUL0ZR/:U[I^BU=/\`7'_Q-YO]5G_GRM6[RT_O;-RO8\F6>.^/U&8@-M&CDQXH9:X/2(&9U- MEZ4?6#H'2JZNGVYS7/QF-J=M!>?8/3_2>BU[6/\`;[VK3P\[#SZ!?AW-OJ)C M_\` ML+/Z>P]"^NIP,5[CC7/%3V$\LLK]:H.GZ3L>P^RS^<]/_C%$<6.1F(REQP!D M>+Y9J&?H_Y:XOZO=+Q.I_63+JS&>I32 M[(M],\.=ZWIMW_R&[_H(>;TC#_YWGI-;35B/NK;L:3HUU;,FRMO[K7.^C_HT M_P"[XN(QXI6(\?2N%;]XRT)<,>$R]OK?$]KA_67H>;D#&QLMK[G?080YN[^H M;&M:_P#LKG/K5_XL.F?#'_\`/]BJ?7'IN%TG/P7].K^S;VEY:PD#?4^KT[&_ MNO\`?[E9^M]@J^M?3[7-[:PNG4QNT#95>_ZQ]%QZ*,B_*; M75E`NH'N0QR)XSK.MHZ<0BR2YB7MSRQ` MX!0A>\M>$R>KRNK]-P\JG$R;VU9&1`IK,R[<[TV\#]\JH_ZV?5UEYH=FLWAV MTF'%@/&MP;Z7_37-?7]ALZOA5-,&RG8"=0"^QK)_Z2N?6?ZN=(Z=T`W8E(KN MQGU`6_GO#WLIL]9W^$W>IO0CAQ5CXC*\N@JMU2S9;R"(C6+4\5O5VY./30*'EUM;1N=L:;J:7-;])[:/9^C;_Z*3="ZC]4[VXN)F8+<;+K< MS;D\AUK2TL>[(86W5OLL;]"[V?X/>]$8EQ1`X8" M41+UWZN+]U__T.\^N`)^KF:!SM9R0/SV?O+"Z+A8N7]3LC&S+Z\5K\AYKN>] MH:VP%CJ?=NV_3_,7A:2M8^+V/3O[@K^\U<>VDFU@DG=Z=V+ZOJ4^IN=Z5GI7(O0,"^WZPNZGUN^JG-W%U6&ZQG MJFQS-K#Z&][JZJL<_H*OY[_"?F>_PM)2Y/EGP<'N4?>X>WZ7#_W;%C^:''Q^ MU8]GB[_H\7_#2HY3'?^.$UVD>M5^_P#/!]R_QAM<[+P(C2NWDM'Y]'[Y:I_6ECC]<.F% ML:#'[@'^??V)W+PI)#'?!BV^7(G+7'EW^;$^W]5Q'877V=1^KEE>3:]SW78E M+VOI]FO\`\)_H,C_K*7U[M=ET],O]-U)>RTNJMACVF:=S'ML+ M?HKQ!)''?%AXJ]RCY^WPR^=&2N'-PW[=CR]SBC\C[E]>&.=UWII$0&LY('^& M9^\0MOZZ@GZN9`'.^CD@?X:K]Z%\Y)*/7^C;;Z?X[)I_2?+7_$??.FYG6,#Z ML],MZ=B#-`-@R:AJ=N^S:YCJRYV[=^Y7=_461U:_)Z[U6AF5C5=(-8B]]]@8 M_8XC](\WMQK+=C&_J]3*O^N?Z/QI)20X>*?#P^_<^'YN_P"E^BQ3XN&'%Q>Q M4.+Y>WZ/Z3__V3A"24T$(0``````50````$!````#P!!`&0`;P!B`&4`(`!0 M`&@`;P!T`&\`$S_`.,.O?[H MM/\`#DQ$AOXQO>VZIGM%JVY+'EJR0A7;'/W!_#UJP*UVD+0#=LY^'99^+G4Z MLCDCCFHV;E.#/3I7,17YL.U;JWR=G/O:\VK=0Z4942(-(F>4.2,ZBG!!3@S4 MS=J@CCCAUZ0<_><>QK/=EK-JPBD>4K&Y2$H`\>WBI MR!LRSR\R]9\K4ZZ1KF@6&G%AX&%FV#XKF:DH!\D\%>0.9`4$20YBF+\H1.'+ MU#P!^IG6/3=][<31+31I[>47*2YG=&%%5Q2B\:G-^#!^Z7]%]4V#N637+S6H M+B(VKQ941U-79#6K<*#+^'!E4;I3G,P>O-[96G$^E_6P:,[%JS"?M]/VXPCH MSTGSGL^DGK]'KX!;6%\D`NFLI1;'XY1LO]*E/PX/:ZA8/.;5+V$W0^('4M_1 MK7\&%+Q$Q+QG&8S'#+9ZT:;&LEL,&:R%0[HU?++,!FP;QBZC]KI7)F7/3RY M:YJ>[3&U+3$1`L5I2)]5I(1SI!ZR=):A+U&[ILHJ@NGJ*(( MQ]BEBGC2:"57B85#*00?N$<#BGWY-?U84OWEVZ_0U*X=[I-]C+?-7OK2X17J M]]M8^>L?4BQ<1X1W#W8SC,9C.,QF,XS&832]TIS6<1K#FV5IO97'3[>O+SL6 ME.+]41!+HQ*CHK]7JB40+I3'5R]'$M;"^>W:[2RE-H.UPC%!3MJU*?AQ$;4+ M!+E;-[V$79[$+J'->RBUS?@PI>(F)>.3+3\%`))+SLU$PJ*R@)(K2TBSC4E5 M3'32*FDH\61(HH918A0`!$1,<`]8AQNAMKBY)6WMWD8#B%4M3[P/D.-$]S;6 MJAKFX2-2>!9@H/WR/*/OXV/>D;V'O3WBQ]V=+K>\>[;]AT>>GJ]YU.WZ6KT: MM7+GQYY,O,Y/*;G5IEH:U\E.W'OG0\OG32N:HI3RU[,?_T+Z]M66;52S. M&ZJK=PWKTTL@NBH=)9%9*-6BLH*F50 M0>PC,.!Q%OF9+*\=&(81.01P((4\1BGCX3W3E]OUB'KUPN[>.\>9+=.W;I91 MPY=.7#)LJNX<+JF.JNNNJ<3'.81,8PB(B(CP\/7U$CZ<31QJ%C6Z@``%``"0 M``.P#N&$2\/CO)U*@DD8M(UK<$DFI)(!))/:3WG$A?)MO?SKG7 MA:O#6]GBR18U"07AYW*&2WKQ"(F(J8EVZS5PWJ\%,KGC09=1-JJH@NY="H04 M0;\STFZ?[=V[M2/?FZ+>.2\D@-PID`9+>``LK*I!!D=0'S4+`%42AS9NHZO= M1-Q[CW;)L#:MQ+'9QSBW81,5>XN"0K*S`@B-')CR5"DAG>HRY=F9\`>7X?'1 MK)`9^J$SE9A&!)EH3>H2L37UY9L@=R:+ALCKV(7BCDZZ94VJ[B#9IG4,`J"@ M4!,'B#Q)Z)/J@M;G;<\>C,^7G&16<*33,T`2E*<6"S,0.S,>&/=QX9==@THW M=MN:"36E3-R1$RH6`KE2"EH4!/;E''#A^(+?YE=?*Y-G&?YN;LH2*,^ MSQM.6M=9S;*I9ZDS>R,M0IR2D%`?/HEQ&13OM`.+*4,Z1@".2.0A5F15X!@S+FR@*RL7-"I+6G0OJ9K3:T-A[FN) M)LX<0/(29(Y(@6:%V;B5*JV7,2R,H055@%%Y>Y#,Z'DIS_`[?YU_7,J9!W09 M\QC7)6,<)L7;<,AY)MM4?B26,BLK!)E8R9S'D$>FNQ(45TU"&3`P%W3H]!;I M3MJYW+;K+H]MI%G<.K"H/)@CD'FU`?BHHAJ'/FD$&F`]J4NOKU:W-;;8N6BU MJZUB]MXV4T(Y\\L9\ZA*<&-7%"@\X$$5PZN^WQIY%V+TW'V:U\T-\BGM%T0K MTW*1T-)5*=K-_>Q4K:HYQ&R*UCFW]@;NR5^04]XCV#A-9$@F2YJ@):?IUU7T MOJ'?:GH"Z";40VY=%9ED22$,L;!E"($(SH,GGJ031N'&YZD=)-5Z9?S3N*=UVGX] M188UH:LW7W=J+.SE:@8WWJ\2KK6?K#)D=V5ZBI*3ISN7;]^NJ70<$="=!N3> MFS>BUY'H>@[766^NB9YLCB/(DCME!AVSLG>G6^SDUW M<&ZFBL+4+;PET,F=XT7,0@>,"M09)B69W)%#EH$IXL\F91VO;_E-LDY/&&M6 M2[7_``_D>LH22[NM#=::G86D;889(VEO[S;V:NE:INBID.LQ=*$'Y1=,SK!I M.C[NZ;#=MO;_`)7%;PW,$A4"3E2Y"R-WY3&^8K6@=0?+6#T:U?6=G=33M"XN M?R26XFM9XPQ,?-BSA73NS"1,H:@)1B.\4\O)K^K"E^\NW7Z&I7'WI-]C+?-7 MOK2X^=7OMK'SUCZD6)J>6/R!3MMG7>QK;`O)6"QV"2&F9;F:BFO(2DM*2"Y8 MT<.54T:=1=TZ=+J&;SP)D$3"/N_G_C$^.#Z,]-+:RMDZA;N5(K6).;;+)155 M5&;VJ3-P``\Z&OSO]V<$#K9U.N;ZY?IUL]GENY7Y5R\569F8Y?98\O$DFJS4 M'_B_O!B6>SSQZP.S+:YEFR7!O&S.X*]8CNOQM/(B@];U*+4K,@Z2H%7?%)Z& M#55-,\BX3,(2#U,#:C((M@+Q>^>IMSOO=^C6MBSQ[9M[V+E(:@R-S%'.D'E/ M$(I]!#W,SU[?8G2^VV#LW6[N^1)-SW-C+S7%"(EY;$0QG_M!H9&'IN*U*JE! MA^`#\R>9OL/5_CVG\%OQ*?NKH/[0_P`F7`?\,G[VZ_\`LX_CHL0@O[S,Z/DK MSU$;?9N6K^6;INBW`8\JTI".S1[]N?(&0;I49$Y),A%%(A,D9+K',^3TJQX% M[E,Z:B15"D#38]!;I3MR?=\7S6)SCBGI@@J")-[T_$7==JF! M5]PWUUH9,DH&5@C9-8#6'<$>.<6N<:P[>TD7DMA=:[#>.XUVQ]`&TBD1^0>8'S"-"Q1T"*$K&K,,I8"F7CZ1Z_J!T. MU#9>VFW3]8!=RQ.GM"\LIE,CA0Z.78O21E4Y@I-RS="JP\Y37EC7JF%Y$09`I,C)*$`X+S%2JTX!V/"E,%;IOU!UIN MCVY=8NW:XU321,D;N#9OK=(Z4:)I<>W-G"73F+*2E8X86'=`$CH*J@8*&4!56F"@1W@QM+.IW'$:NYM%3&5 MBR!C;(3*3+1Y$9UF[IE;RM!2D8K3S6L*^#B1^/&>B1)(B82-3ZVP]L=;&TB-6BMIX2O-7(1*]NZMS>7GHO):J%.UA1^TX,,7ASO8[*_T,[O!T MB6Z@G#7N3G\P:(F#K.Z&\OIR3D"]-K'P&09&?-7KDZ%P0YDXIO%6YG M+F4Y"7=W1**VT/S[B;2(0BCM9X53/$*?&+1M'3LS<#B-:W M,6S^NRF*;&S1 M8V>_+?'Y!Q['N5:S.[@\NYF1.JV40+$T9>4N%J;.9$@)%[#4U?-VI`.4@=TN MFEZ#&`.'IWVOU3@545IYS`=IQO8G_6OE?YX,S_>!>^->M?8%#_# M]K^)AQLT7_Z#F_B*Z_'S8+MY]?R>8V_F5IWW79CX"GAN_?C5?V3+^L6N#CXF M/W$TG]KQ?J]UARO"+^1.`^TO(OT@SXJ>O_VB7/Z)!ZIQ;^'G[.+;]+G]88!_ MB?\`6OE?YX,S_>!>^&!UK[`H?X?M?Q,.%WT7_P"@YOXBNOQ\V.IY38TDSY2Y M"(4=OV"4T8=X/81WCAC=UEB$_626`NRAWLEJIHPK'$*J>YAV@] MQXX1D3'W3Q+>0.)D,C5MKD"N0SQ\O'V!Y%MG#ZW8JN2CJ,4O-/� MJZ:I2+%$KY!RQ.N9LL=52?-+8=:.FDT6EW1MKJ10&0,0([B*C[F#@4Y0,`'2DLK*)G`#`(` M9-0@&*/K`P`(>GBVW*2/#[;$'C]"6'JV^*C;`!\1%R"/_>W_`*US@]'E_P#T MZ]P__$OWY8SX7+HA]J&V/]3^J3X9/KI]E>Z?]-^N6^(0^"]A5I?:)N%A+NE$ M.:A8,MR-'&M6*.._+'V+BGWEX<(X4O-4V?K&144N+>?NI5B$G''A2B"1">S-+VG`C4 M?(ANM)M^DMOZV8;TM$.;1"2T=:_B66)=8ZL,H:P1DS0?BHKL)MS4IER_8..V M.L8$.PZ1!*BJHD8UMTPV:=S1;E70[<3"%U:/EKRFD+(RSU M[.4_JG%0;PIH5Y/?+`FC92:=NOJWR&`(OH%C'H"08]IK,+E"R2:@&*'J#I"` M_M#AV^OC71Z>W(EAC5/:H>(B.\2 M-\&)N^;)KLC>6RK)7JW-A6T%"O\`%54KMQ2-42+.1A&N5(B>N5%:$%RM MUBQSAL^-)H(>TJBJU[=;1I+\E4Y!<*\L(XFO+97Y@'$JR9 M!@!SA',QZ%$H6:1SVWVWC)(DCI-Q"VIY0DT^Y-V;B)@I"?84162%QRT(DD2` M"@CI5$0YBR"MH(U*9K2+33NG(VWZ]SIK;A@MX] MN%CR%MW>2,24->:[QQ,TV6N6L:KDS"/CS#AM/#ZO3]+74UVY/<2;D"KSVN42 M.4QU%.2B22JL.:F:DC/GRF3ARA@86*D*\'FBE%$Y2:-)?C9S(86AX%B1D#D; M]>142"0"R*+B@0XB!5.VU&``$2!SY`6]9:Z_D-"##'ROH"UXYS6G)AXYT5;7^?TQ$TG-^L-UPR"E>=-PS.VOUDY#$%GS%&/7$XR#3646R$A)I@4H^H>J(C^P.*KKX9#U"N3*BJ M_LL/`$L/1/>57X,6WA]$0Z=6PB=F3VN?B0%/I#N#-\.`F8J0KP>:*443E)HT ME^-G,AA:'@6)&0.1OUY%1()`+(HN*!#B(%4[;48``1('/D!^UEKK^0T(,,?* M^@+7CG-:[E]["D\E M:%?/Y5DCO).9;OOB3;S_`'9K!,G;34$/3.B'>JV)DMR.'+4/;^QS'D!N7IB= M*6N1T<81PQF/E7O$N0?2EKPR$?UN/N8E]6UM3UH!DFD$G-LN`0$>A%3B7!_J M\/=P4_S>);;UMNE;)EU](QV5?B)R;![FK1<7,VD'Y&R1[0C(,9&8@N>/W3,K M=.35!QS0=G9*$365(5(X?\/YW4NZ+HZ)&K:-RA[6)&98Z5^3(*J_RP.8QC+Q M42`E02P,WB'&TVVK:#7)'36N:?9#&JO)6GR@8,R?(D91(=>5S254B4<,M`Q,1&:@$8; MF.B`W`-B;J$\C-M,P3\@R+E<2Y&YO)`9@T)XYJLH$H(6I,I6/7@01@D]QV8Q MBI&6>+#A)4%$Y"%9QB14OCNHCK(JVGY8ZBFOD&D2%#D(CJ]'(>G\1[7!VMH7 M.B15^D/BN6_L9.XHOPXY;PTK;#=>O2_%KN7,+12"9),0<"_P`J]9()$MB6<"BF(FTG[4#'Y!S(7F/*UW*U MS_(&V#0Q\KZ%L>.[EX^08.MYQR2NI4 M"@/-8FDHB(`WP'#'=<1&>EVZ!*Q"?DU M2`"?SN#N)7X1@06QAK2U/$[OP;RL[:&M:5LTL$M+1]3BI"=8_P"3Z'TS1U?< MW2-82GSP)Z@5DV?LF-R'F4`,;NH;WXZS=.6AMH3=B)_HN,9--N[ MWMK[<`A52R#QY'9H:8Q-2Q13[U:3C22CVB)PI6ORTSNS-!(`:C@`\P+$9Z;G M5X2R;?&Z>8,H#6IN.;7@%;*)LU>PAP8$4@ZF#1Y@K[A.U.7YQ*W0M^53B M67,8 MC\`=QUBR\L:3]Y^\/=I@CNAJ)Q#DFZB_7BS8Z?I_U;]BF`47$O;S8*N[^S5Y MU*SE7%$1/:J GRAPHIC 49 g129874txpg2new.jpg GRAPHIC begin 644 g129874txpg2new.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-@VAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC"UD969A=6QT(B\^"B`@("`\+W)D9CI!;'0^"B`@(#PO M>&UP4FEG:'1S.E5S86=E5&5R;7,^"B`@(#Q)<'1C-'AM<$-O'1A9'(](B(* M("`@($EP=&,T>&UP0V]R93I#:4%D&UP0V]R M93I#:4%D&UP0V]R93I#:4%D&UP M0V]R93I#:51E;%=O&UP0V]R93I#:45M86EL5V]R M:STB(@H@("`@27!T8S1X;7!#;W)E.D-I57)L5V]R:STB(B\^"B`@/"]R9&8Z M1&5S8W)I<'1I;VX^"B`\+W)D9CI21$8^"CPO>#IX;7!M971A/@H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`* M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"CP_>'!A8VME="!E;F0](G]4HN2G%-+;93A M89S+,YB8/KFX%BXIY`E.:<:24@:&!HQMA MR*\-0*7;+S,-F*\FYBJ?79BS23>-:`474@NQA63YTDQ;`(=XJ8H)DZAU$,#] MAZ#>K#7K#;H"E6V'KDQ)UZL`[[7J@V";9,UXR%!UV#=WZRJGV^ M@].O3`Q\(V1,DQ5*P>F2DUE&\8H#5<4Y!PBHDDL@Q."?9=K)*K$*8J8F,4QR M@(=1#`S^U:6W'16:4C=]2[,ILT7`FM,GI3;<=60C6,R:QOM;W M%I`%B)-PW:1LJ,PXADX\(V0=NTDD%^\[I514A2&$3``A[.?5(R- M0A0$0#S2-2M4/-J5J6K-@B[&B7M+0$C#2+*;2+ZN M9WVE(ITV2?$#U0HJ]13#^;#M?9Y<#D8+7>P+1`V"TUFC7&Q5BIIIK6FQP5:F MI>!K22I1,DI8)>/9.(^&34*41*9RHF`@'DP.9INF=O[%C7$QK[5.RKW$-'J4 M8[E:;1;19XYK(K`4R,>X?0D6^;(O52G`2I&,"A@$.@>7`]=MJ3:SU.R*L]9; M"=I4R4=P=O5;4NR+IU2:8BJ#Z'LITHPY8*49F0."K=T*2J8D-VBAT'`X.I4R MXW^92K=$J=FNMB7;NG2$#4H&4L?:M7T%%V>K3D!(S3)\H"3)Y$L95 MBT;2WLKRLTNV6-I2XQ>;N+J"KLQ+MZG#- M>]%U+65>/9N$X*+;`@?O'#H4DB=@W4P=!P.:8Z>VW*19IR,U;L:1A2UAY=C3 M#&D69W%A3(]95N_MPR"$8HT+6&3A`Z:S_M^J)G(8IE`$!#`]F`TCN>UI1R]6 MU%L^RHS$.ZL,2M`4&US*4I`,78L'TY'*1T2X*]B&;\!15N[>_?0:+T3E9*S#1I#K+QB;LR1@2,N4@*"4>SUZ#@<>VT]MM M[;Y;7S/5NQG=]@&JCZ=I#:D69>WPK))-HJJ\EJTE&'F8UJFD_0,919$A`*LF M(CT.7J'$M]>7]WX.=@IOWD4I1&]9FEKD238)K*OHT]839&G"OV23= M0RJ(H=XF4AA,``4>@9*WT5NYW,JUQKIO:CJPHQB\TO!-]>VY:91AVIDRN99: M+3B#/4XQN90H*+F("1!,'4P=0P,)LM4M-+F%Z]<:U/U.?:D;JN82RPTC!3#9 M)VB1PU47C)1LU>I$ M4KU:J\Y.SD:A&J"E(K2$3%L73]FDP5#L+&43*"1O(;H.!S)=+;C45M:">IME MG7HB*+B\(DHEJ,K3$'"`.D%[6F$4)ZZBNV'O"&>`B4R?W@$0\N!R"^@-[M2. MU'.D]N-R1]:+/\`TX'Y@,!@,!@,#LB<,-FZ^CO!!V=IY:TU M!]O2=\2EKLC5%`#DQ0-%WRH."SZ'=ZK<+3QRY)5?9S M)IKCFOK24BW,E9(2,.^(L:1%5NW;6.KN%7"23HA3MW06.X[[XIT'Q8XF$A^5 MNG]=VO6W^H2V-RAV#,3>\:9!2T'QG1JU4CK!M:5K2EF-:+%1;.C%2C!)F@S> MJSYEC-$D''K0%4#6;JKF36-.>+%RTYU\(?P37-`IM_WSNK0E;EY2&UM'35`= M[*;R<=0&U=E9")[#*_4IVY8C7&A%G*+!XHW30,"(@`;)MS[AX9O^%/CG\?>& M&UZ$ST_NC;_!+:G'"E6:ZTS7UEV):M@[L7W!O.NU*KST_&OI"M<=X&6A*HJJ M8O*F`*C;N9\5MS^%A9.-51V-K&'Y%^%YO)M):QD)J3UG1W')G M6F^6D?"\D8?5UA:[+LAM[/Z_N2H)W&+D2`T.C3W3=HW;&$O3`V3>(1R#XZ;2 MTYXG6O\`0'('4CW?^UM!>&<2T,=A;RH-HU'O;2&B=+:Q0NT/Q<<,)>-K4#RK MU;N.$4;S;"7>RS]_"-W`0R23I98`##_$IE>)O*^@;-C]!86FJ[I*L4O:/%*K6I><9LJ-MW6.PH9:0<5QO)*DN1C=V\34, M@U,U"L7B([,KE\XP^'S':0V[KUELK3?A0\9Z?N+9\-RPUV@SJ[353;?4WL#B MO,:B:6<9N9VO-VZ8J+MHV01?.U'"3=,46Y&AURA67E_R+>R_@Z>%%6Z_OMK/ M;B@[IXDB._*S$;7CYS9$56=_[*IDC!);4K[6P.[,WC=FP+2173"20[#HA3G- MT,8HF#0C@,!@,!@,!@,!@,!@;*?"YW4AH?>.R;?,4+1NXZ/.= M_2U4SWOK/8DU3JM;]:ZUV2+^-=TS;3AC(A)Q3MLL#D6\8Z2(57O!14#:/5]O M<+.'GB+5KG%KZ[V?;^DJ"SXS:_KFF=GS6KN0^S-?'V5JYE&[\T1(/'&Q:FE< MZUHS47XE18>XI%D6$9)RC!,#.W$8J?`RR&U?H?C5I3_42<4-+\D]`7VF[?9\ M0DN&\A&<@]4%;;FHL9R4)M(L16Y63ND>QG;9K;6KL6UC1[95FKQHN0Q?YQ,I MPQ+A7_=;QX\./Q%>/NT+_I_9U[NFZ_#]N=>UA1N56JJ7(VIRQK=RMES+4;8E M;U(BX?W&2UWB2V0C%V6/7?LEV(O4P3463#E.+.U=.):T5XV\\;WK.=2A]K\K M=KU+Q!^-_**`:\A^*V\+S6XV(V?)[#KZ,PYB>4VGMUR=-CD$#-TGRT^0[E!@ MLY[QN4`I3PGV%K1WX77B(<J,P1*%@N#6VVU+X3>+;K3DGN. MF7JP3'$3C-JG46NGW(BI-)^R-:ER)-L-YJN@6$TG+?CKZ@P\J_?KLHLLFDR; MG,S`Q/Z%,)LYT;DTVUYL\3.9=7V7J^U5;AOX=O`=]78&"NVL=]N&_(S7L,P@ MX77,C33;'J#F^.=57'M2EE;I+HG22C.TX(4KHA3AQFT^0-2X#>(SR9Y[^'WL M73MJU#OW1-!Y%Q.GWVP]9SC$\-O[;^G;+R'X8[BU\QLTD&"U''[>OA\Q_,Z_[% MXOW^#UEQHVSX+O,=K%:8V;MZLZT<:5Y!;\MNVW\IPZ@;99',6S:/6ET<]FLK M)(KG/%/V;L@*IE*H8*U<+[A"5:7\5EC<-P:NHT5OCPB]]ZPXP:VM_*76%MDJ M:CWG1;"[K:KD%W!7";Y M!%QZHKW`;0M"S7'/CZ]\3S5$[S$@.9E-EO#UXGZUJCJR;ZUSJ"?V?-Q.R-;W MJR\:-:WH+E96LA(ZIIK=_!^M,G#[N2L%$B=RGW210I@E>8![X=_/CBR&W]=* M\VMB\@^)&W7[Y3=%/FW>X^)E5UJM%P7'F&V^2RNZ9;K-Q\G'<(_F:X2;6,0S M8P(>MK12X(!?3:O+OB'<]0\A="T/:FN$O$&F/!EX+<6W/)T+?#QM7VKN_4EX M1G>4NF(/>B[UM7)NXV_2"D/4AL*\D5A:E*^K%D>+%]5!T$,<'@TMQBV-K%C: M.;$+LUA/>$7SJ:VK6-OVUK&H1O'+:6YJ-;86!XN5B]_OA9H4+E>K64LBU;`0 MJC9U*IK#'@J*XG"+>6NMRZNNO#GC!P(H*6O:K9[A0+SRPJMH MU,_?K.=$P.)JWBW MP'B!4'<^F:KJCG!X?G)G9NVJD]VOK+74OJ'E7L'C)?\`7NQM6VZ$<76>-0YW M9NUWK2:@TG2SH7"UB$$.]!JIV0KEQ[\0^!Y'\?/$J_OS::RUZSJ'A;\9.$>@ M]5'W#'U*][:@=";;AI.,CW%SM;]:P;3VH:"/)/G[YJP$@L4TV3=LW;$12P)P MV1S8H5#\5;PG;%2-CZHM/'"^>&=POX/>9ZI"[W33 M_'>2AK/%V^"E=-U:XS_[JW*/L,$JI"3+S9A7:EFD7C7L).Y*774*1,@E2(%. M,!@,!@,!@?9.U=X%GA!S6L]=3$GX?7'1W(RU$J,E(.EJHZ.JY>OJ_'NG3A0Y MI,3F.LNJ8PB(B(B.!G?T&O!U_3RXX?"3CVE@/H->#K^GEQP^$G'M+`?0:\'7 M]/+CA\)./:6`^@UX.OZ>7'#X2<>TL!]!KP=?T\N.'PDX]I8#Z#7@Z_IY<#K^GEQP^$G'M+`?0:\'7]/+CA\)./:6`^ M@UX.OZ>7'#X2<>TL!]!KP=?T\N.'PDX]I8#Z#7@Z_IY<#K^GEQP^$G'M+`?0:\'7]/+CA\)./:6`^@UX.OZ>7'#X2< M>TL!]!KP=?T\N.'PDX]I8#Z#7@Z_IY<#K^GEQP^$G'M+`?0:\'7]/+CA\)./:6`^@UX.OZ>7'#X2<>TL!]!KP=?T\N M.'PDX]I8#Z#7@Z_IY<#K^GEQP^$G'M M+`?0:\'7]/+CA\)./:6`^@UX.OZ>7'#X2<>TL!]!KP=?T\N.'PDX]I8#Z#7@ MZ_IY<#K^GEQP^$G'M+`?0:\'7]/+CA M\)./:6`^@UX.OZ>7'#X2<>TL!]!KP=?T\N.'PDX]I8#Z#7@Z_IY<#K^GEQP^$G'M+`?0:\'7]/+CA\)./:6`^@UX.O MZ>7'#X2<>TL!]!KP=?T\N.'PDX]I8#Z#7@Z_IY<#K^GEQP^$G'M+`?0:\'7]/+CA\)./:6`^@UX.OZ>7'#X2<>TL!] M!KP=?T\N.'PDX]I8#Z#7@Z_IY<#K^G MEQP^$G'M+`?0:\'7]/+CA\)./:6`^@UX.OZ>7'#X2<>TL!]!KP=?T\N.'PDX M]I8#Z#7@Z_IY<#K^GEQP^$G'M+`?0: M\'7]/+CA\)./:6`^@UX.OZ>7'#X2<>TL!]!KP=?T\N.'PDX]I8#Z#7@Z_IY< M#K^GEQP^$G'M+`?0:\'7]/+CA\)./: M6`^@UX.OZ>7'#X2<>TL!]!KP=?T\N.'PDX]I8#Z#7@Z_IY<!+X/C>1JB*7AZ\<2)OY]RT=`%3=`"J!*O9'I2&`LH`& M`'+-,W0W4.I>O3J`"`;1M-?X0:I_RVHW\+Q>!).`P&`P&`P&`P&`P&`P&`P& M`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P& M`P&`P&`P&`P&`P&`P&!B\_\`UM2/[4._X+M^!CVFO\(-4_Y;4;^%XO`DG`8# M`8#`8#`8#`UR;*YL7;7,_;#*:K1F8JJ;RG]2OZC^(+PMS94B&U.QV(CO^2F7 MGK$,SUN]E7)(X1,S[DA7K0WK@N!4:@&$0/B;P3&MN6]WUI./=@P4!8[/,QM0 MF*4P@INO04,SFTYNG+VRZLUI0RR$LS3=QB:KB2C`<%773!L(*X&T2-P M=/V!XM\Y9-7#R,4<-W9XYTN@FHX8'=M#*-71VBQA3%1(PIG$O4HB`A@>]@,! M@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@," M(.0-GME(T/NFYT-,R]ZJ>J=@V6E-BQ#BPF=6V#J&A;$5YKAT%LK,38'52K3BA2:;O95\0WE.5Z-U!/ M3+,R]>B'K#39(*3/88PQ8>2_'AE&IO4(YT@(2UH'9O*RP;RO>L]M5:58TNGR M4BI"[+&A)P%TU_A!JG_`"VHW\+Q>!).`P&!JT-Q M@Y6U':.ZMCZYO%79_P!Y]OG58EN2WR,+(5>ERM]A9J2,U(]H%OJ\Q;9F"[Q5 M@YE(UZ%<7CE&3<5FLTY59!,CO4/)29AZ.-[N%9V(>D\B9B^RM4=R"E>CMDZB M=Z_M-8@*E9G,56B0_P"*TR[6)K86R'X>$;('A6P+$;+*=6X8C9M20B8/>*M.2E*O(:OG8E`)" MW6>GFF7,)EXQ:6@(5&+CXR4:QEX,\!-OZWKA\\9P3_5ZC:)7C$U4E"RS%=VF[`CL` M2"Q?([8DOK2KUV5K5JUI5K+/7.MUB+;;-8/G$1<`?OP,^JJ,C'SD(X@%UH@K MMR#_`+,AZOW'W&3HYRI&"/--;VO15-Y1/]I15OX_R M8Q;1+5$E5'CEU.0IXU*?=W:&FB+A4+.5Y`.9$L1&*)$D3M3K(IK'2(8`.8," M%8F!\1AC;K'4215C85[K\SQN= MNX6)*.I9TB*JGW]QUK8>[Q6K5N7@]9A3Y?5E'JM#<3J.ZZ:]HS9[<)8UN".?^IS< M+?I)VS48,UDWK5G"(G!HY-)H`8(\/S%WTVFI&.<\4K,LT;2#F,8OHIQ<7RTN MC&2.N$%;'&M75`C6*T39H>\.I"':'>I2*J,0Y142*]*+3`X"*YIK.(J`_!Z:PV8E-R-O&&U).3L>C"SNNRIPD:DG?YEFS>.WIF2CVJ/`5 M<)%.'8#DT>6V]'5B@GQM(V8U-DTJH\8FA*CLYJ=.(ML?8DY.Q7IM;]61M@9L M=?N8])Q)1K%%G*H&15(0KXJK8%@R6O,&P:@>C:XD+;!1<+&6 MN\6.:G(MC6A=PJ4,E4()O,'7>6?O&B4:Z=/%FL:Z[2)5B]R4)3X;;/VUM#3S M60WE7G%;VG`R[^NW!BM4[74T%)5D":CEW%(62N5]K+5QRLL8\/(L!<(2<,+1 MXL#1VX78-0MA@AVA>T[EIR29Q,8U+T,/:X7-WHQKCEYQ@0D2J"D9@MOW5*3T%2B(&3%J>V%7!0HAY0[/ M4.F!.]4O%+OD:$S1K=5[I$&$H%E:G/Q5BC3"8!$H`^AW;QJ(F`H]/O\`EZ8& M4X#`8$-[YV>\T]K=U>F$4PFG2%NUC5R1\G(GBF9R[#V=3]>GIMG9B*1R= MI%RF3L=%E$@3$Q`/VRA3F:\3?32;*`DH"%LR[KWL<4T<99?GQ1@L M$)06L6Y_O&F-GM*4M7Y06<>VAX\G).O:$L+63=,):;41MU?2L`/2(@06,D=N M<&[@4A[90V`8#`8#`8#`8#`8#`8#`8%`-E7OF$_W'?*=KBNL*U2ZXZK#ZIVA M]7'TY'V."C&&N9&?9/CJ0ZS928V-8+S*1+!5J^(2&:TYZJ]3;@^0D&X6:T?> MK??JI+/KQ1;90K#"7*R5MPQM<>WC0F48YRDNWGZTFWZ"ZJ+A-[ZNQ<*=55RM M3&,=7KWR@3+@,!@,!@,!@,!@,#%Y_P#K:D?VH=_P7;\#'M-?X0:I_P`MJ-_" M\7@23@,!@,!@4JY3\8+/R$OFA)R,MR%=JVMI:U&O429_/LG=KKML6J#>0BFW MX.HD"3IO&0CEPQ>)+,7K&839*=^O&C*1_N5"-EJ,-,MP,8I92A\>8,8O:MB MBW1#%407LLC21.7[Q$5DS`80TN\ZN<_B50.KX:]%YX[2A'#C:M#K%AA]1:]T M[J.K,:S='SZ"53B#M:7:]A-UV\^\C^[7=65XJ5,#%$P]L1`(QX>\C>8^S-5O M;M9>>7--:U,]I;0K)7R>\7#]B2-J]K=,8-`T!8Z].5U0Z$;W8*"9H8%1#J;K M@;(M?^(5XCNIG""K3?\`1N1,&V!,BE1Y):JKL-+.FQ!ZF18[6T&QUX\B7JA? M(#I_6Y_LCY3)'^S`V#Q/BK:VY4:GV+QNV#7I/B#R>VS0+?0=4L]BW5J&G+[? M[#`24?7FFKN24"T9P9IT9%5([:,F&=>LZQ^GJL:N(=<"QBU"YS:GJ;>O5ZR/ M)*OQ%@3+Z_0G]>LUILSF_P#)-X[MCQG`[%I-I3H=:C=371LI!Q[=RYCZ@$(\ M:G,\9E9K'!%:S\1NCK*?N_9]>6,):T+6J_O'=I811[@#RJP,984:TU?:YFV] M#LLB]@.\C54BJPK9XZ4558D1`R2H9W(4OQ"'DM_,;1B(R+0M"J*OX6?6BWXE M4$;;2%8N11-*ZD6<,I]WK5>;:RB'9(V_>-LFY9@DS7(FD'%L:CXE#MK$'FMB MTJ.E6CR#3FD8)2DGKLRS;H5Y=V^1+(:S<3T>Y=).)%I)-TUR)'=M$G+$S=)< M4DPO-IV*N\%J76<'LN24F=B0U#JD3>IE201E5)FVQT(R9V&7-)(1T2D]&3E4 M55^\*U;]H%.O=D'[H!).`P&`P&`P&`P,3OCNW1]'N;[7\7'3E\9U2Q.Z3"S# MDS.)E[ MEJU.P>DW;RX6?4LJE:839SBP5)?<=,?0M?C@:1NMF<`X<"K)+,E5$SJ/6S%^ M*K5!0@31J/D=R8V3;:)%6'C&^=4<<-?O=F[DM[2H55J_CH1D M86DC,3UGM$VOZI7:72*G!M)*T7F\V9]_X>,A8EH\DY!<>P@B,A&493;]S8NT,N504GMB?3K:WZ7XUIR+-4I@C4F-TLB` M"`JNHAV4[=,,F@/#?X:L)!*PWC3C'D'>"ID*ML+E3/63D[=%G!?*9VVDMVRM MT9P!CF\H(Q+:/:)>0$DB%```-#/BI:DT]6_$)H=<@-3:PA(A7@S&O1B(K7M2 M810':\@K:T*H6/:Q";$ARHNNQU!,!$ODZ]`Z8%$6^C=31;9@(J M`'8OXC\UM"\U:5*6K35@D$9VI/6L-LW5-UCOW7VWJ2QNVYG3>"V'2EW#AS%F M?()G482#91W#2Z!#+Q[QV@'>8%M,#55KKQ"(&\M9R%W#K:)7.YV!&4ZCUR!5 MBWLA<9-I-["`OTA#QSFOQ,?KDKZ,F$GIBS$DC(L62'KD,X`X8\ESPXS M(R?X[8](QUN7-Z47VFRD57#F,91%@EH>9K*VLV,0JNE$NG M4@D8CEBZ;E.S.DF&>AS*XH+Q\NB@N<.H69X\\GX MCDF+N5IE<>1%8C`>B_6FW\6XF@3>QU0EZ:NLQA7T@WBC6%A-OSF;K*F53*P* M8.T18AL"U.`P&`P&`P&`P*;[DY0RVIMJPE>)1E[-KM6!N,)8;$P639R##=*5 M)<[.UQ1B/I)ZR@H^-M--J\H@N\>"F@C*240F*Y"J+``8-JOG&POFS:=KIY0K M7&N-CVAY'1+B38.H@:FP0TW$[,;#*M)*-9/G[5:1!W%JKJ$:+MY(Z2)D#)F( ML<+B[,V?KO3%%LVS]L76MZ\UY3HXTK9[C;99I"P$,R*HF@F=V_>J)I`NZ=+) MH-T2]I9RX5(DD4ZAR$$-37)?FUS.D]$7W?O&O1K;2_'O7;2)MEHW1R.K4ZYW MA9].MI^.3V=M#2_$])>O2L6SHFNC2-C8J;`E81_)%CP1"`,FL1<0E@G"&EWY MN26WIR,Y6\HCS*#60,M9>0EMU?K&6:NT2N&CV&U1Q@7TCK7\'>-UBJ-P<,Y` MQD3E[2RG7M"'7>YT<6^/NOO$&V-KVD:Z+5ZG$\6^-%NCH2)N&P6S=E8;3>N1 M["PSJ#D+>:1"9F6U9CTW+@5155(R1ZF$2!@7V!QT!).`P*>\C)WD37;97I/3+6;LU5+3)UA>Z7%P$.I*BXFK'68B`V#0[ M3-,_PH+CKH73AZ[KSU91"?@1=]P0CYLU[\(U;\E>6"MJKK(>*$H2N2#EK^)G M.I84I9N=\ZIL2ZKI7ZL:%=CGU4EK"_,XF'2P0TJQBCNFARHJ&.D$;!O+FI4= MC[?F)C5-[GZ+^*NXG6=5<4ES/QC-P_EM1M'$I(2^N:QKY#VMSLS7:VNIB!NLG`1;4HR"T788!LQC'3"QP MKR89Q,N]9.E7BJ)SN(]@8KA!0A$SI%(X6#&^6O*[2G"70&PN2G("SA6-<:[B M@=O#-D0>S]DFGJI&5G;G^\W'_C!Z\$GJRE1*/K+,R-U3*D5K>-G6>"=*H2- MH52[^,<+?^CE:(($*H&\G16[J5R)U=6-MT)PJ>&LB"I'\4].09FJV5@<&]BJ M%A2((@A.5^1[2*O_``K$["Z?5)5,PA%/.J(/+\2-WJHD%1S6JY%7YH!0$3%7 MUW:Z_=S*%Z>4#$;0*GE\PC@1/X?BI3Z3N:9#`8B/(#0+V?^ MJ`@]Z]/]O^W`O%@<1/P$%:X24K-HA8JQUR<:'8S,#.,&TI$2K)3H)VSU@[35 M;N$^T`&#M%ZD,`&*(&`!`-@GA^^(?<.*5KIO'7DM=9>Z\5;?+1-*T_NZ\2[J M8N?&^V3+M"*J>KMOV^455D+;I&S23E*.KMIDE5)*M2"J$=*KN&"[9ZR#<+RO MXN[AW4XVH?6UPAZ6KNNZC;8V1U6]GMD2UYA;O.6:V6UD6T ML(QVP&ES3],H)FD+:P*J[*[,=1-DBF`K.7*CE=8+JX#`8#`8#`8#`8#`8&M^ MYV+ED>SV%EIM+:4U7Y+D!KZ'EI"_U>FUU;7M'+.L82\S5*2GZU!IWO6\B@[5 M?E(W5=2#-G%")'1C2?1F$S:!GN0C"S):]W-"SEH:,]4F)%=9RWC82MUJ$9@=_8K?;9Y\UBX>,:E.[DY1XW:H$.LL0HA M3WCSH:^;`O<=S,Y?PZ([_D(]^GI/2CAXVG*9PFUO84>[-3*IW`J1,[R#MD09 M,+_=DP.NX<":%B5$81J4'@7XP&!U8?%R<=CQ0-8-NO\`3^'R\6Z=#?\`ZW)= MT3J`A]T.GK7[?+YOVX%/["UUL.L[ZT+:T=<\@]?ME6E5MJZ+ES6K= M6UG!'DIJ+<,(S504NNH;:JF`.6AC>MQ+H22<6HWD$$U!#MI\'N8E+YM:+C-K M5R)=4VWPTL^H6Y=4R[Q![8=1;0AI1(A$)J"?LI M!(I$W($*%GW-2K#QN5JXKT,=!,"E1*$:T3,W$BZ[M-1JHDD15HLB[=*+)J)& M(=-90QRB!Q$<"JV^+I1N*&J*:G4-6P<[`4%K`"O5&C!1PO2M":Y<1A-EWB/* M1E)O7!=;TI^HX0*L8I7+Y9))18AG!CB$.2/.O2K+825%8ZL2>$8S5EJ+^P`Y MIB#")F0V[,4*(0`J(NP;0EHM4":?=/'*C1%C"'3E5BG#M@0+O:Z>4[8U%I&P M8^D%@FEMJT38HZ(LE:CXRPPK.P-(N7&+E&)2+D8OD3M6W?IIJ'3%5L0Q3&`A M#8$@LHR-C"J%C8]C'E6%+O08M&[4J@H(IMD!4!!-,#BBW2*F3KU[)"@4/(`! M@>_@,!@,!@,!@,"D'(W>NZM7J<@BZXH$OL-Q2^/]&O.O(BNTQQ/27[\3DONU MG8EWA%+'`HVV.BF-)ACC%,5"2)%'9/(=L/+)JVK>L&$C MM&:'8M.J$^[K-7J5<@H2RP,;='*ZRSYK8$6SPT:BBP0?JS4X\18-.\<-U06# M'=.Z1OW)6]5?ESS*J[R&?0<@2S<6.(]B,@\K?&F,.14(+9>T89,[B(N'+N98-9:(F&+R+EXR003=LI.,D6 MZK.1CWS9.LU%)W/BGD&]9>N>H][.U.2`1[1#``:2?$97_P#] M6-KM.OV\'.)+O[.G\C;'*M'^5_\`D^S`@'`_0$0$!`1`P#U`0^T!_8(#Y\#F MM*;FV_POVH]WUQS;*S;:??-WO(#CEZ\G'4[D9!MR$0>2\.FY43B:9R,AHY/K M!V0@))RYDB1DT*S0Z+AB'<#T#O?6/)S3M`WOIRP!9==;)@DYROR)VZS"0;"1 M==A+0,_$NBD?0-JJ\VSTU_A!JG_`"VHW\+Q>!).!"7(=]M".U1-/=/M'SVY(SM"%RC$ MMXUY8240^P*P3:KJI,9DP1;ZYL=7GF%X9!8#%6DTT"`10P@F8*YVW:7*BJRI MJ]K'5,M=JN,Q6/4+QLF*?.)H*W<[)'A)SSB*@7=6=.$]>H/G;$\(Y1:S)V;5 M!^LY4**H&#!X_??.J(1!!^KVS=D/"UY%\W)Z,G60\<7-(G&%>B)6*E'E+ MF+'%SDHSA*FIL*!:-DKS'J1;^NS\H]+$'2$S'J1W:;NX889%PLHL MC(-P*'2$_P!1CXCMDYE\N$>.M>?*Q^C.'CD*Z]KC-VJI&67E"YATVVW;%)_S M;V\ANH]#*M$`P.S;L:!9;%U1L&L- M%FLE'7[6ENA&+MFLD[92#2UU*19Q[QFY1$Z+IJ[3?IJI*$$2J$,!BB("&!KY M\+J64F>-TV^5,)EE]LSSIP`F`PD`7X@D7RZX]7C1TS:K/:]A\1YZ+I,5:;Y'/X>[;/X^3R,@;1 MNRIUE,]U-/)I*.@W];E'CE,KI^]@/Q!P5-20`@!ONP&`P&`P&`P&`P&`P&`P M&!K5NZ/_`#1<[877;P/7-)\"F-1V[-N/+[9<8]>:5A9-([@.1^W_`.'[<"K&`P&!/'!_>SGBGS:UG<#O#,]4=05EV[;H.6C2)M3.F2+)\JH05DGLO# M=R!BJK``5SJ/B$6`L,G%7;4`V#8Z*3-VLV@)Z(KL2]@[2[K#:%7C0M7-6&2T*EZNP(1%W,-9]9-D*O\VX.U[D1+WH"0/R/\2)HC9+8YM.M)J#HI-< MM;G15S*%67D_P?;^TM66E],V=(%*U%MU$:JPG?4UNY6BJRVD9595=%(4D0NG MQ_W#)[JJUDL,O3#4-]7[Y8*:I`+3S.Q.BHPZ$8[:2#N0CFR$9VY-I)D63!JH M[:G0.FJBX634*<0G;`8#`8#`8#`8#`UI;!0-RQYKQ>I7A3O./W!H:/MS9\88 M%`B=CJKL`[R.$!#8<(B(B(B(B M(]1$?M$?VB(^?`_,#7+R;;_W%.'*=N(M*3M@8_A#R(6`5"M&S6_6%Q8.* M&P)4W_ET4Z=O9X[J0+'Z=E'8YS"/92\@:'/$<<"3Q@=HLS=0$_A[\5G'9$H@ M(&1WAR<1.`_L#IWH>3IU]&!#F`P&!>'PI=_N>//+=WQ^EGHH:8YG.)VQ5)FL MKV(ZD\LJ;7%YZ>2CBG.1!BRY`ZM@';QRF'W36*J"J0HN998QP[3^`P&`P&`P M,7G_`.MJ1_:AW_!=OP,>TU_A!JG_`"VHW\+Q>!).`P&!0O;2?+X93:C;4C%V M^8NM]:#F,%7:Z\E.1+ MQ$4%2+G*C'(MP$I%P>!@9+S:Y`MN*/#_`)-\DW'<"KI'1^R]C1B#DH'1?V"L MU23?UF+.0?(?\6L*;5L`?M%4`P/CK$6L4P\6.(G6=RTV]7<*G$1$RBHB.!_>`Z`/D$`$!\@@(`("`^00$!\@@(8 M&Z;PK^7H13Z'XG;,DQ%D9197C_/2"XF`$4`4D)33;QPL8>IV2!%7=<[0_?:% M68!Y4&Q3A8WPW(A2K43DE1E2&3-0>8^[*@FF8"E[#*&;U-K&`0H>4$AC4TA# MK^P0Z>3`OI;+=5*%7I"VWBRP5/J\43O)&PV649PT0T`0\A%'KY1%(RZGV)I% M$RJAO(0IA\F!K4VOXASV4!Q"\.LMF M_P"LDYE5(AD;R&*FY)Y!#7Y/.IVZ6,+IL:TS^Q;H0#@WLMN=).SQ":HB)VE4 MA6J#2NTR/'KT[F+:-0,7^D,H/WA#:SX'N^'>@?%'XZ*"^.TK'(1G=>,=W1ZA MW+T+C!N+WK9=8IA[)G+#9U!8M&Y_Y1"2ZY2_TA@$/H#W'D1J;7EZ<4._VIA2 M7K:G15U-.VEY'P=54CIJ9GH1A'(SC' M\GM&OK5>:@KL2LQ$EK^0B8Z9IJ0DBZD"HR;5DM:6#1RH7 MLE0>NDT1^\HGV@]=WRIT`B\4BFFTZ9)SJ=@BJT2`;V6!8RKN3E$Z2[Z1Z<[) M0[:2;Q\9L2'=.3H*J`1-\BF7M.%$T3AF%+W/KW8EJGJG29]K9G%=K5=M#V8A M7#.2KJK*QV*\5=!FUEF3I=-67CYC7S\CQN8I#(%%(?+WGD"5(-IX_P!GWRLFZ4E^5'('?_(1^Y7$RJB]=L.RIJF:@;@I]X3H0^AZ M)5F*/[`2;%Z>3`OR8AR_RBF+_P#440_Z0P/YP&!U+/&(7%/Q?^.S?_A<^&WL M\1^\(%$6_)FIG*'3[#&*!Q'_`&8%\>JD\ MMVQ#OXQ%!O&/:PWE8V(*X]:E7\8TMX#"2KQ9%L#,J)_OIE="N0#F1`A@JA&3 M?/@TE,VN0%PG"U^/LJ#G6J-0KXRECLYZO/R$J2IV-9OW'[MUF5:QS>M+K`J, MH]6,58SEN=4S<-AU!G):STBIV*>K,I39J*I";VB6QBX-'.66KX""C3.X9]$/5$&*0&7'L%Z!NXXY?ZH M:QQ_J,+S+XK!(HAV4WNT^*TZ5X(@!`*+N0TCL^482;0G;#MJ%C+3+*CU$$T! M\A<#L!\7/%(X#7>-^^ MK-TA#F,F*%AI-F;M)>.6`P"B^9)'`0$N!TL=O[LL>[_$ED)[8*+:/W+6_#ET MKJSD!`M>A4H'?NEN4/(?7&V6:"9``B<5)VJ-5E8L1#^>AI)FL7J14!$)1P&` MP(QV]/S='I"VV:MU+<="3]3Y#TU0H")RV/1EDC=EI-2^0>J,;KEANC@)L71DS+S=?KV^-K<4](VB>K8QY9^&JNUN5VE:19)"'-*MWD8$@ ME"S2P)>L(+H=LP=M,Y>I1#KRW#_2,ZC54NZ88>VH*"%[TGK"XIE$#"! M2K+UJPR$$>[!AMG8M.;QB*D7'%WK+?^ MP^1IA#P"(B(B(B(C]HCY1'_>.!^8$R\9YEY6^5O#VQQ_>?B$%S&XGOV7 M=`)E16-R"UVQ4(F4!#M"NU>J$$/V@80^P<#Z=NSN,^I-P6)2TWF(F7TRK6"T M]1:/M=DA$#02;6YLBMQ:1$FS:@OZKL"5(*P%[T078+IMT7-<<1R"?:*=!4+\::XV:IT*ZG7FN8Z>9N[(QCV$ MRXG+=9K0L]1C96P3;=0Q[#*2(D='E;2_766+T574<"*AC="]`GK`8#`8#`8# M`8#`\*X*"@L"(]%A24!(>H!T4$H]@>H@/3H;I@?(;UM(V>K0L6]KEUV52Y@` M='>NJ3L_8U'9<" MBCV>Z:_\R.SK&Q)V>H%_]/NT[:6!BEZ_R3)&+_LP+%57QA?%9IA2$B.=VSY= M),O0J-]U[Q^OJ1P#_A66FM0!)*E'KY1%SVA\^!86J_ZA'Q6ZT*?XCLOCKL$A M.G:+=^-Q&2JP`/4>]<:\V51DRG,'DZD0*`>;`K'N[Q0=Y)KJM#G.@"J MQ"HJ!LLJ=NJ]]K$)U_P`KVH1;]]_+_#S5*/&+^SR=C\-%+L?]GI@;#\!@,!@, M!@,!@,!@0Y=]XTO7]\J.N9\LD%@NE>G[3$J(EBTHPL+6+'2:Q.+N'T(0\O6 MD5(1'ITZB:OQYC"(><3"(X&8X''2D/$SB*;>9C(^5014(L@E(-$'8-EB#U37 M:F7(H=JX((=2J)B4Y1#J`@.!?3C?XF?B#<3`CX_2O*:_/J='@BBWU3NXY]]Z MR]30,`DC8]A?'B]YJC'I]T$X*P129`'R%Z>3`FK2>ZMC\U^<._>>=HTQ0=6L M-FZ6H&JKG9-9R]C<4/;>X*#/E:2EVJ$5:FX2;%LA3HF.CI($74HR)(,1[+]P MX5<%1#8'@,!@8O>6[=W1KPU=@4[1U2[8V=$/]TAFSBO2*3@IA^P"F2.(#_LP M.WIP'>/)#@KPL?R(G&0?<3..3Q^*ANTH+QUIZG+.A4,/E,<5SFZC^T<"VF`P M&`P&!B\__6U(_M0[_@NWX&/::_P@U3_EM1OX7B\"2Q,RW;R\2];G!1N]B91%-_&O$%"B)5$'3)P10A@$0$I@'`\F M`P.+G+!!U*#G+;9WJ496:G"2]ILDBN<$T8^O5V.'O'.@;K\/VJP')[5E.V2TY:&NO*+<-$O]?93T8XLO)JX3NY&L<_9R*2 MIFDU0X&X1\0SY4.Z04I4KO3I=,>AXRT56=;,IJ%=#TZD[Y($UR=#I'4 M3$IQ#P8%N_#TUR^V[XA7!/7;!H9Z:1Y3ZPNLD@4O:[-;TJ[>[SLKA4``>R@E M%:V.4QOL`RA0^T0P/J*X&MG9BW#+5-GD("XT>6JC_7UMUVI5I=M,R\1`P MG=^W4FXJ$FPM2;>@TNMKZWFK+8P53C(M%**!51-P1NU(4,BU0VXJ[GM\5+-M M$(9 MP0JH;!,!@,!@,!@,!@,!@,#Y4_*_3SOCSRWY8Z'>-5F0:NY(;;C(9!=,4C*4 MFVVAULS6KXI!^UN_US>8I0@AU`0$0`?)@0/@,!@,#/-/;@V#QWLSNR:Y*G-5 MFO7_44B^_#Z[<5C%*5Q8*V\4*HA2]C@B0.R_(06LTG`QD]"2*'X;::98$TRJ.JS<8)0YW,+-M2FZ@4PG0H1Z`"9S*WFT$+5J)#-2%ZF4= MS-RFF+5(I0$QE%@`/+@=V7CMJEOHGC_HW2+15-PVT_J#6NKT7*0=$W)*#38: MK`Z*'0O_`)G\*[?7IU$3=1P)DP&`P&`P&`P&`P&!$]VU!3+I:8:^SC:=5L-9 MJUCJ+`8B=D(PCFLVB9JEBL,(NT;.FS5<)B2H\9VE1$BY2("F14A%%0.&L1RR MX7Z[J]%F%-'\C)*D;9UO1]B5^U)2LE;425]2MJTAK`23`-G/KC$N&U*WNY@I M,AH_\*\6 MNV-]?/ZW$33N&7I%<>V@7D(S>I"LW$Y'92IF<*%.'S,9C7TSJ"S7?3%C0.UL M6E-@[!TQ.ME"B51&2U3-G$J:Y!E M87O9366JV@U>[=1$"87<-;=W(=1,FNX$/5I*I:E\#NI.P)#T2]79&[UP M&Z>,C(V$C(V%A8UA#0L.Q:QD/#Q3-O'Q<5<BH,X^.8-4TFK)DT0(!$TDRE M(0H=`#`]W`8#`B?>SJ40TYLEI`(G=6>RU9]0J>R1ZF<2%WV4='7E(CFQ`ZF4 MJJ(PU;J_6^L8LP'C-R!V%0KT=7VA@+_P M@9O'E'I^S`SW`8#`8#`Q>?\`ZVI']J'?\%V_`Q[37^$&J?\`+:C?PO%X$DX# M`8%;.4%WW)2]?G>:'J#JY;!9K?O;^$A#+R;*4JE"79V>VT])):C M7X[5*50#``4%X'R\K5 M]9V7BA=G[AWL_A#:$^/DPXD5"&D[7J-E&IS'&':ANBAS.FU_T4O%(NG`"8@6 M.(EVW:%1JH`!>#`8%'_$,6=SG&UUHV(=+-+#RYV7JSB/%JM>T+I""W;;&L9M MR20!,.\`8#0D7;)$Q@_D%:"/[,#9$U:,V#9LPCVZ+./8MT&3!FV3*BW:LFB1 M&[1J@B0`(BBW;IE(0H!T*4`#`\V!0#G-X9?$CQ!J\@UWM0SL=BPD>JQHN^=? M+MZINJA%4,*A4(FWI-'!)ZO]\83*P-<>*SHN_M55M]^-4V**=02*;TU,R/*S5)*W1)U7G8@\K7.G\XX4C0 M,"(!L0_TPW%E39>^]OB-27F1G):W4B,G9"R!#$FW+U>1 M$S]*!A+568]NM7F9C7*292)OH^4\];;&,@3M@?U9L8R*/=I&$@A).`P&` MP&`P&`P&`P&!TKO]35PRD*3MW6?/VG1)S4G9\97-`\@W#1$3)5_84&L]'1>P M)8Q3&[IE<(I^ZJ+IT<"IIO&D$AU[2X8'6`P&`P&`P.1JEFNFM+BUV1JV?+5K MPT;I,79W**KNLW2#14%7]U-@P:2J`3L"83&%!8IDW\8J;OF:R9NT50-TO'#E M%2^0T6[8I-34S:5<9(N+KJ^4>)N9*-0.?N"V.L2!2()W"B/W(=&\DW(4R1A! M%VDW<`*8AL>X'Z)<\JN;NO8)9F9UJ3B3(UGD7NA^)1-'/]G(BZ6XSZJ,J'5- M64+9$%;V_1^\+9K78SO0*620$P=OS`8#`8#`8#`8#`8#`_@Y`.4Q!$P`8#%$ M2F$I@`P"`B4Q1*8I@_8(>4,"+8/2NM*["QM>AZYZK%1&O(75,<@>6FW*K;7L M`8XQ]8([=22SPS(Q3]AROZ\P@MBUQP9,QB-W-^H<1%V-F!^R9XZ:3 M1R@/]N`!LW#;*(B(]1']@!Y@#H'0```^Z```=``/(`8'Y M@,!@,"P'!72+GD_SGU96C-#O-8\4W4%R=W.]$IQ8'O+5239<8M751$?*DUJ+83@4KU$3!W`,!@,!@,!@8O/_UM2/[4._X+M^!CVFO\(-4_ MY;4;^%XO`DG`8%3-Q7C?,!MG7']W54E)?54>_&M[5(WKOXL]?+;"AII"IVZ" M)W"+]U%:LM$+''FBM'1"GC9IR8Q3*M$BB%2*3N_GY5ZJ,#,Z=>7>UJ0$=;&M MHM='LK%FZD9?6VN)RPTP6U6E71&#ZM;'MT2OWD?:9&&KDJZ2>6ARH,'.1,05\H"0]\W M2ED!ZF!HJ#@.'CN0O-MA:9>VSW'>S2=7FM6S4A!4R!K4@5&JVJI;'V,Q8Q4P M1])$GI"TW+73-K-&7;CZDMZLRBD6R+R0(ZP,!O=3Y4)3:O.2#UF$GO/4;]?6 M>R](4B$DZZ/*7AN[@JG>%*[4TK9*+.9/=6I[Q.2U@H:[T6!CR!I:M.4FP2Z[ ME`+QZIVKKK>6NJGMO4MKC[MKN\1PR=3UF*0"G: MH;'W0[7XYZ13=@(B!'!*.SV:X2Z_>`>P8OGP-C6`P&!3'E9R'ME*>5GCIQU; MQ%LYC[PBWYM9UZ21-(UG45%1<$BK7RZ;:V8T)PX6853D-J M4)03J["9;!1(<4IM0!4JSL5H8Z#200<*+!?H1[7E'RB/E$1\O7K@,!@,!@<" MY6N5@MU-U!IZH*;.WYM1RYC]7ZT;.3LTGOJ8HDFKS>9=%)?]R]0T--R1U8)U M8@D02[+9L5Q(.6C58.V7P-X;UKA+HAAK5I,A=]D6F9>;$WMM==B6.?[4V]8& MS)"P6,&`*+_@U:B6,>UAZ]%E44)$U^-9M.VH=(ZR@73P&`P&`P&!B\__`%M2 M/[4._P""[?@8]IK_``@U3_EM1OX7B\"2,L+F]5D M&LSJIA"2JT(DV>E?/)*XQ*G;BNG_-JBGVB^00P.?P-=FUN)6Q=>[%MO(KA'.56H;`O4F6Q;OXZ7]:2 MC^.W)6:(BDU7M[UU`LI.9T?OQ9@@1(+O"L7R,L5)-*?BI8I&Z[,.$I7-W4CZ MSQ>KMX,K#Q'WO)*^I-=0FMYQ2BX#W"U9G'CWL M=/66317M(E#V.#R/[_WSFGR<4*=9EMGD=(Z?UY)=L5&SO3_$&*+HN*48'\I% M(Z2W-'7R51.0134+)=LO7KUP-@V!BUWO5(UE69"Z;*N53UY38=+OI:VWJQP] M1K,6CY1[V1G+`\81;0G0!\JBI>O3`HJYY9[5Y+E-6>`-`_'X"0$&S_F=NRM6 M.M<:ZHT._NYL'E//(D24]3)!A%TU54"BO9"=.X4"S/&SBW2^.,9 M:9)"L&KK$PHL6B0J+J+!9K`8#`8#`8#`8#`8&L2,Y)-H36/M$94[B:Y0]BU^U?NSKG:N$5E6+1V#ALUDD4!#@X MOGKL"8;M6M?U#8)Z>IB$.A;H'\3?%LTKEOM[9&UM:40-+6[7<:IR3MD9!NV,HFH)7+9O5^&B]Y7*ET<\U(1NNU@KTC=*,G'.HT\@NM'R`-%%Q=MO M66Z:P>@_YX[81=QCQ#C[88QS-DBJO"U6YO[94XF5O+RFH71Y#L91?3+R=?6) M.53>5QLD@"K-=VT46,5,A#G*',CSKW0U(JXE>)-M8-7"SMJS,B^OTHM!+FFX M.'CGEW2C]0JGCH-$9)920=1I94S5-(%$TET`662#T9Z;;\XWLAQ9Y3<0X&0T M/=X[825M:W1M>+&Q5D*E/.HJEGAYM>CTY"JVI12O/Y=G(MW"#MJB=BNPT(7LHA-JU^7`G9*H[D%>J@AUX]L:[VCQ_EU(#D)J/;.@YI(XD,SW'KFU4-D ML("/WXVSR\:2FSK8W3[B\?).T%`\I3B`@.!%);W13D[TEWIID^G7O"VJ!$G0 M?V]H)`2X&8T%C-[;G&]8TY5;INBSNU`2:UW3%+M6UIE94P@!2"RH,18!;]1' MRG6%),OVF,`>7`WI\._]/-SDY&OHFP\@TVO"W4*YD'+T+(>`O/(J>CC]HYFU M<-.#7&O@3JP-3\;J$C5XQ^Z0 MEKI;99VK8-C;.LZ38&Q[9LB[/P&7M,X=(3%2!0Q&C%$W<,T&S8I$2A;K`8#` M8#`8#`8#`8#`8#`8#`8%.>9'!S2/-JEQ,!LYE+UZ[TIR]EM2[JH;IM![8U'8 M'R!&[V0J%A69OFSF(F444TI:#DF[Z"FFY"IOF:X)I"F'6NWSPWYE\37+X^RM M8RO(/5+$RQF/(;C749>R.2Q:7>G(\VOQWC%9W95#E$VJ7;=N:X6U00>505F1 M!!$@5=J.SM<7TRJ5+O=4LSMLJC4.],!&Z%CL M,7%O7BIAZ$0CXQRY))23I0X]")-TE53F\A2B/DP+$:)XK

6SED&E-1RNJ= M;/C(B\Y'\EZO8:+46\:MV3&D-;Z9DQ@-N[=D#-Q$[0SAO6JZL8`$94Y?N&#; M_J'1U(\,"SKQ%+J;C;,SM2N:T;[DY6VY![;]WR&Q+'L1W6:C"6ZJUANQ;5K0 MLN@F[85MA7$6$+6)X6Y';=<9-Q($">['XCU?/$NUZ)J^SOE20M7ES6:V2U4@ MJ=$,=@L6;FD2KD2V$\U/I*+2S9O(-&:1%&4D5Q'K+(N4AZAF\ES87;\96F[H MG73Z9N[:0E6D[K!L_1=/S-=;NADMQR<"Y@#V'U]K#4F+?O8H?*1P]58M')VX MN#'3#@9SQ*=/5Z7G$7U7MBE3B9%=@UO[&4HC^L2Z'9V4>/GFXM+8K),ZL^3U M9(K'D'*"3=DR40$@8.Q(2#)>%DY-`[-9E/)I&`YBG3=(K)"`]WVA"?:GB"RT>GY#1_\`S,.Z]WQ.H?<5F*75:Q9OY(=. MV5\53]O:Z^7`RJE^'3PYIMJ97]WIYOM'8T:HBXC=C;*Z597Y-ZV:A M4W4%'NI^![Q%1P1T_;6&SQS&-=HIIJ%/'.G('%,!`X!5N=F?$>E+&TE("DUB MNP31<\T%9?6#7#M)X29UU:%25&2ED73Q^Z)4+K),&YG2(-/6W3%-4#*,S+"H M&3;(H7,&VP$8HWL*:$VII3?]5C4:O8&U/6K6[)ZU5XW'?:]L]3D"QLLC4Z3' M.`G6C([]DA*N%_56+UNJ3N0CM+4?,AE5XYY$S5B4VQ4MZW39,>_F-B*Q^OKU M4&]_W6_A=<7-!&^7%=>DWC7UKBF""*<(B>KKIL#II.#1Q3(A*MF9)2LJ9E M"RC>O[0D46#-U>JO6V+B?9?N&T<-UV53?2UA="846WJ\>1N50%%>U@895.2W M)B5B8_6]XXU6NXRTE5*[*NKW<]8WU&D/[Z_A9"U25)E8*+UX@UBFT?+L")1# M]4?PYN";=M(/DG2J;I4.:-RJY(R@UY"1X=RUDDZ]$J761>+U39$6@$M$:YOE MO.UHY9NC/&[*X3B$6SB8]%1[WK=]-^J*J"L!D3A*U!Y%0]]U]0UV-76E;,:(5(MV9&.?QSA-5LJ!%E M&P7LP&!ZKUDRD6J[&1:-7[)RF9)RS>H).FCA(W\I-=NN0Z*J8]/*!@$,"%'/ M%[C.]>GDGG';1;J144!4[]SJ.@+O3J@(B54[I6OG7,H`AU`PFZ]<"7H2OP-: M8)15HI2U[1BNH!T[`0Z5M)%`AT_ M[L$>[_[.!9G37"/AYQX>(2>CN+VA=5S;?KW=DI>JZ9"VL>H`416M;6("QN1$ M`^U1T8?_`)X%HL#Q]TD"@K`F0%1("8J=@O>&3*83E3$_3M"0IC"(!UZ`(X'K MBP8F*8HLFHE/VNV46Z0E/VUQ='[0"3H8#.3"H/7[5![7V^7`UWNN5>P7MDNM M<@]=QD!+5/>-;H=?K\Q7TYQ2[4*6VG9=26"0:.V-SKLI#VHI*JO;G+=*,D5& M-.=1CTK203=*J(A)6A]XV.V6V.U3MVBPM8V4M0IBUK$IT#)/Z)(-(>Y3%3E' M4=:G2[IF5JHF+=!-L(J=ZL1RH58R"C7O`N*,='B42"Q9]@0`!(+9#LB7M)&[ M(AW?00[2"8]/.0OF#`\Z2""'>"BBDEWJAE5123(F*BIQ$QU%.P`=M0YC"(B/ ME$1P/-@,#%Y_^MJ1_:AW_!=OP,>TU_A!JG_+:C?PO%X$DX#`8#`8#`8#`8#` M8#`8$$\D:I-7?45FJE?K$[:Y.;!K'H,JU?5M;34:#A8$S62-LZ,I#&2D:SV@ M?-417(55V@D`B'3M%"H45QDY-C97MKD-R6UK)P3RP'JS`NP7JU>LLC-R^XWI M[/=8].+/V#)T2R5"LMD&942LW,*N]*D8@)=\%[]3A?R:WIR>THZNQ%_2A6Z% MEC:H\D)"OLWB`G112CWDHNZ?KE!F1(51466Z+"<`54*`',$B8#`8#`8#`8#` M8#`A3D,6ZJZ=N[;6SRSL-A/(EPWHSNJID]?2MQBF4KA7SI6O6E".@5I=-%-^ MY58K((M3'%4`2[8X%/HIYSRG)V:GI-(M3)6K==7K&G,XV!D(JY0\H;8D=5J: M24?K)HM4:-5:S!2B4ZD;N)Z;M`MED6@,%")A>C4\_:+3KBFS]UJ$M0K3)0K9 M6;J4Y),Y>7B'B8G0[$A(QZ#1JY<.TTBKCT11.7O>R=-,X&(`2)@,!@,!@,!@ M,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,#\[)>O7H'7M=KKT\O:[/8Z_ M[^SY/]V!^X#`8#`8&+S_`/6U(_M0[_@NWX$):?\`WJ_NFU=T_O+Z?WOEZ?;@2+[U_-#\EL![U_-#\EL![U_-#\EL![U M_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL M![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-# M\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U M_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL M![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-# M\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U M_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL M![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-# M\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL![U M_-#\EL![U_-#\EL![U_-#\EL![U_-#\EL#&IW]Z_Q2E_XF_^Y77\K^Y?K_[. -MG]'_P!O_P"WK@?_V3\_ ` end GRAPHIC 50 g129874txpg3a.jpg GRAPHIC begin 644 g129874txpg3a.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`*``W`P$1``(1`0,1`?_$`'D```(#``,!```````` M``````@)!@<*`P0%"P$!`0$!`````````````````0`"`Q````@1% M`H\1^B1R^,=Q*3DHC'=U9_ ML\=&:A9CT/A;(F>>0\F^"(KMJNL#_P#0]:LSET/T-1A*.P%W7HITY5$#(H') M)+?D`,'O_P`)M47)0.B8AY7=SJ+>_>23O"H\@9;,"#UC"],:'#05A=-W9/RY MKF#41D:9:`N"?Q^E8C,YO_(`'L(>HOE:RR`<^^*O@WI\U^J>(=^ZG?[;GU!L M=LM&H$YHDJ3R[2W<&Q7=(!>=+N;UFXBH>662(FB9,QG!P,)B@8"^C(NS0M?& M?(=W%S(L:+Q7I_0JA%1;Y9`L/%R$?+TR3&.75:(.3PDU&O8Z28K$3^2(J$$# M)'#\![^DTTGL?1R'_M);14WL97.S\G@]1J_L@U=Z1D[9&JWQDG[IIJR,C4'* MPU>?$A`,@HQ:VV]KU1BX(XF;/+R*:[E4GH7=JGH,OQ3);'@\+E^:-HTMSY\XV@5\ZY\I%Y^)EY*F3X MF!M-ZG;*F)B$D)*55=%*[,8GL"I5/2N^QJE$E/+SJ_LJLS6C9_2'$+C\+ M5KK.):G-BR&O3U@J#<2M<]K;,DDC)2%MM4R=)BR*+Z/5#NS'AG!?$5XY-/F)/I?3>CNAM+TE_*WV MFK:(.'3&)=/B*E;N3N4'2YBF^#WI-0^6.&SG9M4S"U8QS6CE?%6/\`DIZHN=$8YY5J!@%&:1?!&>2" M9WX7[2I>4_L$K*[U+U\3.(JM@X^4$RW1UUY:HEWS" M9T::]P5+K+('' M]USR%BD86)KEDL%6A4 M,GG+!5ZY6+Y7[-3'ERC70U5M_&Q,O7%F5A@U8Y4T5\4UVJ@&245("@'*)C!Z M#-;0H!KT/P^Z+XS,1+H7CRQ!?KGL:30>1\ET!HDG5_Y_#8Y9N":\Y@N,/01A M7-S>'7$C9ZHXK7F)LSFW+/1?N+%_:W#,%',L9]^K^Z1='5-<%=#I^ ML#"7*K&OVF&KVCR;:=T*O'L-K/%WN79G,=O+V^-.Y,C8GJ!CB)5G151_/M[B M`!Z2@G^;T/JK4YFG$R:G]#7Z;IBB2%`6I<+HTXXIADW`+)%JS]BBHC5DDG(@ M;W;J-TR&]O<0#\>HH2'E\I?Z^'D1Z8F8@JY6K<_8W*I/JVHC_]D_ ` end GRAPHIC 51 g129874txpg3d.jpg GRAPHIC begin 644 g129874txpg3d.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`,@`N`P$1``(1`0,1`?_$`(T```$%`0$!```````` M```````&!P@)"@0!`P$!`0$!``````````````````$"`Q````8!`@$'!@L' M!0```````@,$!08'`0`($3$2$S46-@GP(4%A,Q11<;$R4V,T9!47-Z'1X2)4 M93BD559F)Q$!`0$``@,``P$```````````$1(3%1`A)!D:$B_]H`#`,!``(1 M`Q$`/P#?QH(I;R;O'MMH>P+S=I4FBD*KB,N+W(3T4]EX"(OFX%JI]675P/A0SK==)2+?CEW3.Q)Q7L*=B(_&0;B8&E M@.YFNILW*#29!!9N='4:>#V5#U+:,E:S21LS@)Y?.`,.,\D9]LWA<;H@T%.' MB5U!/=WAM=4]V4W,LE25=;T>L&?CJ!BA9#K;AS4V'N$)Q#)L_P`J)3QY+#), M$*I68I;S^>?@L."\\W`\&O6X@$1L3OR!0"\J[J8W<-**VFEZ-=T**LW2496= MVLB[.\YX2'5K*JHG\EL*I8E-J;GU:OTQ>K%8(2MB^+61R&"-==R% MV-)8@IE9XR4XPECX`QGA27ZO^NHN9V.HKYBS-(H_N#D-\698FKVL(Q&W]X&T,#$4I$3G`Q&B,4$&"&9QR'C&;9;PG[HCSCCR M\O/RZ`\O3Z?ET!\/+^W^/IT!Y_3\O[M`?%QY?/Y9^/0''U9T$-/$"M6T:YU;&GB%6-<;:%3RX@F\T<4D:9G7*=(2>,A,QF.0EAAXPY*)P1 MSA_RXSH3MG&JG<9XG=)7M#$6Z6;;E2:/AEUN[59)B.!/5H=JSJSK`3JEC\;F M$8BI;FY1VUINH*)Z(*,",L&,@]XR+'')KB?HAG/<5XC14NKUULNR][@I5(GE M2_3/;?6$`E<*E%:)IW+E$YB[C%)8JA3Q6EJPZ)0!.6WK6Q>M3G$8.R5CB;C& MA,^;Y?=LO#Q7S8=9[K:\FW9MLC?:Z>+FVRQ2`1UV1=KI=<$Y-@3)%[!>D[2< MHBC;44219>4D9P`HL)YO3'#SC(0:&384]!2WQBI3<-=TM*9[N,;ZSW42>*K& M>Y'I,LR_4C6M#O*ENG3RN.7M*=-'I#=!3+T^42O`<*0'9"#'--QG1+).FK?L MC9OY/]C/S4_]4[,?A7YN=D&KO%S>':3L7T_X1R^?W;I.C]>B&?D>^+;C$7"1 M-`\I(FI%AE>(VW-KI8">\8FJ>4S8%S>$8\+E=3D.I"@9^/=/=C^!0LJ>9G'-J M9O/1H8A;WB\2Y(6_3&E6>L4C!9$/3+8>V,4$>Y)-(.N"N7OBUO=5EE*6EI2- MAZ$I$K"+&%F"%73%%L]9UV[8,9XCZ]1#(];T7L`RO&Z9NSK/ED$70 MEJL"3QIY@KBHC:=M=#96,;:9&[`"6%P3$B+Z3.`&EC$F$(G%LGXZ9(^37#XP MKC6$@8V;;,UD.SC6$B*:5ITJAW;9OL4"U0QQ^'*'9%,2&LUM7100'5;*R@%F MHGOBE+1#*Q@W66LGF$29=OC"$5DBA0*/;E]A.-"NS&IBN"V9%-X_/FQD8XP@ MFN;('/CXV^,[XO<%2W*P."%B5R3A#[J82+(\#)Y.5LD_6.Z?UD_6YY_QI_P+ M]D3W>^^_\@_N72:,IJ7]^I#9[7J1?U/]I[@S+_1?0_7:!FI'UPX]T^6/=;]5 M>RG?+_??IOJ-`M+B[SV-UCUBY=7_`&GVM7_8_O7]-ZM`@7+O3%.[?L93]@ZX CZ\CWS_\`L'^\?7=-H.8[NT7UQWL:.7Y_6LS^9]V^'UZ#_]D_ ` end CORRESP 52 filename52.htm Correspondence

Pinafore Holdings B.V.

Fred. Roeskestraat 123

1076 EE, Amsterdam

The Netherlands

August 22, 2011

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

  Re:

Pinafore Holdings B.V.

Registration Statement on Form F-4

with respect to up to $1,150,000,000 Principal Amount of 9% Senior

Secured Second Lien Notes due 2018

File No. 333-175137

Dear Ladies and Gentlemen:

In connection with the above-referenced registration statement (the “Registration Statement”) filed by Pinafore Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the “Company”), relating to a proposed offer (the “Exchange Offer”) by Tomkins, Inc. (formerly Pinafore, Inc.) (the “Finance Co.”), a Delaware corporation and Tomkins, LLC (formerly Pinafore, LLC) (the “Finance LLC,” and, together with the Finance Co., the “Issuers”), a Delaware limited liability company, to exchange up to $1,150,000,000 aggregate principal amount of the Issuers’ 9% Senior Secured Second Lien Notes due 2018 (the “Exchange Notes”) and the guarantees thereof by each of the Company’s subsidiaries named in the Registration Statement (together with the Company and the Issuers, the “Co-Registrants”) for up to $1,150,000,000 aggregate principal amount of the Issuers’ outstanding 9% Senior Secured Second Lien Notes due 2018 (the “Outstanding Notes”), I am writing to advise you supplementally that:

 

  (i)

the Co-Registrants are registering the Exchange Offer in reliance on the position of the staff of the Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and Morgan Stanley & Co. Inc. (available June 5, 1991);

 

  (ii)

the Co-Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes or the guarantees thereof and, to the best of the Co-Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the securities to be received in the Exchange Offer;

 

  (iii)

the Issuers further represent that, with respect to any broker-dealer that participates in the Exchange Offer with respect to Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Issuers or an affiliate of the Issuers to distribute the Exchange Notes;

U.S. Securities and Exchange Commission

August 22, 2011

Page 2

 

  (iv)

the Issuers will make each person participating in the Exchange Offer aware, through the prospectus forming a part of the Registration Statement (the “Prospectus”), that —

 

  (A)

any broker-dealer and any noteholder using the Prospectus to participate in a distribution of the Exchange Notes (x) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) or similar letters and (y) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933 (the “Securities Act”) in connection with a secondary resale transaction, and

 

  (B)

any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes;

 

  (v)

the Issuers acknowledge that any secondary resale transaction, as described in clause (iii)(A) above, should be covered by an effective registration statement containing the selling noteholder information required by Item 507 of Regulation S-K;

 

  (vi)

the Issuers will include in the transmittal letter to be executed by each tendering noteholder that elects to participate in the Exchange Offer a representation from such tendering noteholder to the Issuers that —

 

  (A)

the Exchange Notes or book-entry interests therein to be acquired by such holder and any beneficial owner(s) of such Outstanding Notes or interests therein (“Beneficial Owner(s)”) in connection with the Exchange Offer are being acquired by such holder and any Beneficial Owner(s) in the ordinary course of business of the holder and any Beneficial Owner(s),

 

  (B)

the holder and each Beneficial Owner are not engaging, do not intend to engage, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes,

 

  (C)

the holder and each Beneficial Owner acknowledge and agree that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the Staff set forth in certain no-action letters,

U.S. Securities and Exchange Commission

August 22, 2011

Page 3

 

 

  (D)

the holder and each Beneficial Owner understands that a secondary resale transaction described in clause (v)(C) above and any resales of the Exchange Notes or interests therein obtained by such holder in exchange for the Outstanding Notes or interests therein originally acquired by such holder directly from the Issuers should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the Commission,

 

  (E)

neither the holder nor any Beneficial Owner(s) is an “affiliate,” as defined in Rule 405 under the Securities Act, of any of the Co-Registrants, and

 

  (F)

in the event such holder is a broker-dealer (whether or not it is also an “affiliate”) that will receive Exchange Notes for its own account pursuant to the Exchange Offer, the Outstanding Notes tendered in the Exchange Offer were acquired by such broker-dealer as a result of market-making activities or other trading activities, and such holder acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a Prospectus, the holder will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act;

 

  (vii)

the Issuers will commence the Exchange Offer when the Registration Statement is declared effective by the Commission;

 

  (viii)

the Exchange Offer will remain in effect for a limited time and, except with respect to broker-dealers who tender in the Exchange Offer for whom the Issuers will keep the Registration Statement effective for up to 180 days, will not require the Issuers to maintain an “evergreen” registration statement; and

 

  (ix)

the Exchange Offer will be conducted by the Issuers in compliance with the Securities Exchange Act of 1934, and any applicable rules and regulations thereunder.

If you have any questions regarding this matter please contact the undersigned or our counsel, Rachel W. Sheridan and Patrick H. Shannon of Latham & Watkins LLP, at (202) 637-2139 and (202) 637-1028, respectively.

U.S. Securities and Exchange Commission

August 22, 2011

Page 4

 

   

Sincerely yours,

   

Pinafore Holdings B.V.

   

By:

   

      /s/ Ronald Rosenboom

   
   

Name:

   

Ronald Rosenboom

   
   

Title:

   

Managing Director

   

 

cc:

Rachel W. Sheridan

Patrick H. Shannon

Latham & Watkins LLP

CORRESP 53 filename53.htm Correspondence
  

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

 

FIRM / AFFILIATE OFFICES

LOGO   

Abu Dhabi

Barcelona

Beijing

Boston

Brussels

   

Moscow

Munich

New Jersey

New York

Orange County

   Chicago    Paris

 

August 22, 2011

 

VIA EDGAR AND HAND DELIVERY

 

Lyn Shenk

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

   

Doha

Dubai

Frankfurt

Hamburg

Hong Kong

Houston

London

Los Angeles

Madrid

Milan

   

Riyadh

Rome

San Diego

San Francisco

Shanghai

Silicon Valley

Singapore

Tokyo

Washington, D.C.

 

  Re: Pinafore Holdings B.V.
       Registration Statement on Form F-4
       Filed June 24, 2011
       File No. 333-175137

Dear Mr. Shenk:

On behalf of our client, Pinafore Holdings B.V., a Netherlands private company with limited liability (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with the Securities and Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment No. 1”) to the above-captioned Registration Statement on Form F-4 of the Company filed with the Commission on June 24, 2011 (collectively, the “Registration Statement”).

This amendment reflects certain revisions of the Registration Statement in response to the comment letter to Ms. Liz Lewzey, the Company’s Vice President, Planning and Reporting, dated July 21, 2011, from the staff of the Commission (the “Staff”). For your convenience we are also providing copies of Amendment No. 1, marked to show changes against the Registration Statement, in the traditional non-EDGAR format to each of Tonya Bryan and you.

The numbered paragraphs in italics below set forth the Staff’s comments together with the Company’s response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

August 22, 2011

Page 2

LOGO

 

General

 

1. Please confirm to us that the offer will be open for at least 20 full business days to ensure compliance with Rule 14e-1(a). Further, please confirm that the expiration date will be included in the final prospectus disseminated to security holders and filed pursuant to the applicable provisions of Rule 424.

Response: The Company acknowledges the Staff’s comments and confirms that the offer will be open for at least 20 full business days to ensure compliance with Rule 14e-1(a). Also, the Company confirms that the expiration date will be included in the final prospectus disseminated to security holders and filed pursuant to the applicable provisions of Rule 424.

 

2. Please revise throughout the prospectus to state as a belief, substantiate or delete the claims you make relating to your leadership position and high quality of your products. For example, please refer you to your disclosure that you “hold the number one position in the markets in which you operate,” you are “the world’s largest manufacturer of power transmission belts,” you are “the leading North American manufacturer of products that are used to distribute, recycle and vent air,” your “portfolio is recognized as representing the highest quality products,” you “have achieved this leadership position by offering high quality products,” you are “globally recognized by your customers as the highest quality power transmission belt brand,” and you are lead “by an experienced management team that implemented a successful and significant restructuring program.”

Response: In response to the Staff’s comment, the Company has revised certain of the statements noted above on pages 1, 4, 7, 9, 58, 114, 115, 117, 122, 123, 126 and 127. Additionally, the Company will supplementally provide the Staff, under separate cover contemporaneously herewith, highlighted copies of the supporting materials upon which the Company relied in connection with the statement “the world’s largest manufacturer of power transmission belts” mentioned above.

In response to the Staff’s comment with respect to the statement “by an experienced management team that implemented a successful and significant restructuring program,” the Company respectfully submits to the Staff that the Company’s Adjusted EBITDA margin has improved 330 basis points between Fiscal 2008 and Fiscal 2010, partly as a result of the Company’s restructuring program. As a consequence of the restructuring program, the Company estimates that it will generate approximately $150 million in annual savings from 2011 onwards.

Prospectus

Disclosure Regarding Forward-Looking Statements, page i

 

3. The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to statements made in connection with a tender offer. See Section 27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of

August 22, 2011

Page 3

LOGO

 

the Exchange Act. Therefore, please delete the reference to the safe harbor or state explicitly that the safe harbor protections it provides do not apply to statements made in connection with the offer.

Response: The Company has revised the disclosure on page i in response to the Staff’s comment to remove references to the safe harbor provided by Section 27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the Exchange Act.

Summary, page 1

Our Company, page 2

 

4. We note that you disclose pro forma adjusted EBITDA. For purposes of prominently presenting GAAP measures, please revise to disclose your (loss)/profit.

Response: The Company has revised the disclosure on page 2 in response to the Staff’s comment to disclose its (loss)/profit.

Our Segments, page 2

 

5. It appears your table of business groups’ Fiscal 2010 adjusted EBITDA should be labeled as pro forma adjusted EBITDA for Fiscal 2010. Please revise or advise, as appropriate.

Response: The Company has revised the disclosure on page 2 to label the table of business group’s Fiscal 2010 adjusted EBITDA as pro forma adjusted EBITDA.

The Exchange Offer, page 13

 

6. Please revise to remove references to interpretations of the staff of the Commission. Also revise throughout the prospectus accordingly.

Response: The Company has revised the disclosure on pages 14, 24 and 142 in response to the Staff’s comment to remove references to interpretations of the Staff.

Risk Factors, page 23

 

7. We note your disclosure relating to “additional risk and uncertainties not presently known” to you and their potential impact on your business, financial condition, and results of operations. Please revise to clarify that you have discussed all known material risks.

Response: The Company has revised the disclosure on page 23 in response to the Staff’s comment to remove the disclosure relating to “additional risk and uncertainties not presently known.”

August 22, 2011

Page 4

LOGO

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 58

Results of Operations, page 62

 

8. When two or more factors are cited to which changes are attributable, please revise to quantify each factor so that readers may understand the magnitude of each. For example, in the discussion of Costs of Sales for 2010 and 2009 you attribute the increase to higher production volumes and accounting for the acquisition, without quantification of any of the factors. Refer to section 501.04 of the Codification of Financial Reporting Releases for guidance.

Response: The Company has revised Management’s Discussion & Analysis, as far as is practicable, to quantify each factor to which changes are attributable where two or more factors are cited. For example, please see pages 67, 68, 69 and 70.

Analysis by Ongoing Business Segment, page 67

 

9. Please revise to discuss actual sales and changes in actual sales during the period in addition to your current discussion of pro forma sales.

Response: The Company respectfully advises the Staff that each segment’s pro forma sales for Fiscal 2010 are equal to the sum of the actual sales for the Predecessor and Successor periods in Fiscal 2010. Please see the disclosure in the first full sentence on page 67. Therefore, the Company believes that, in this case, a separate discussion of actual sales and changes in actual sales would be duplicative and of no additional benefit to investors.

 

10. Please revise to quantify and discuss the impact of changes in volume and pricing on sales.

Response: The Company has revised the disclosure in response to the Staff’s comment to quantify the impact of material changes in volume and pricing on its sales. For example, please see pages 67, 68, 69 and 70.

 

11. Please consider revising to quantify, discuss, and analyze the changes in costs of sales and other operating expenses for each business segment in addition to your current disclosure, which is made in the context of operating profit/(loss). Please also consider revising to quantify and discuss the significant components of costs of sales, such as labor, materials, or any other components, to the extent changes in these components had a material impact on reported results.

Response: The Company has revised the disclosure to quantify, discuss and analyze material changes in operating expenses for each business segment. For example, please see pages 67, 68, 69 and 70.

August 22, 2011

Page 5

LOGO

 

The Exchange Offer, page 138

Conditions of the Exchange Offer, page 141

 

12. Please revise to state, if true, that your press release will disclose the number of securities tendered as of the date of the press release.

Response: The Company has revised the disclosure on page 145 in response to the Staff’s comment to state that the Company’s press release will disclose the number of securities tendered as of the date of the press release.

Other, page 147

 

13. Please revise to state that note holders are encouraged to consult their own tax advisors, rather than stating that they “urged” to consult their financial and tax advisors. In addition, please make a similar revision to the Material U.S. Federal Income Tax Consideration section starting on page 200, where you state that “holders of notes should consult their own tax advisors.”

Response: The Company has revised the disclosure on pages 150 and 203 in response to the Staff’s comment to state that note holders are encouraged to consult their own tax advisors.

Description of Senior Secured Second Lien Notes, page 148

General, page 148

 

14. We note your disclosure that you have included a “summary of certain provision of the Indenture, the notes, the Security Documents, the Intercreditor Agreement and the Registration Agreement.” However, the description of the Second Lien Intercreditor Agreement starting on page 151 appears to contain some complete or partial sections of the agreement instead of the summary of these sections. To enhance investors’ understanding of your prospectus, please revise this section to summarize the terms of the applicable agreement instead of citing the agreement’s language.

Response: The Company has revised the disclosure on page 154 in response to the Staff’s comment to summarize the terms of the applicable agreement.

Part II

Indemnification of Directors and Officers, page II-1

 

15. We note that in several parts of this section you have copied recited state statutes addressing indemnification of directors and officers. To enhance investors’ understanding of your disclosure, please revise to summarize these statutes instead of citing them. Refer to Item 702 of Regulation S-K.

August 22, 2011

Page 6

LOGO

 

Response: The Company has revised the disclosure in response to the Staff’s comment to summarize these statutes. For example, please see pages II-19 through II-26.

Supplemental Letter Dated June 24, 2011

 

16. Please revise your supplemental letter to include all of the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters and to conform the language of your current representations to the representations in these no-action letters.

Response: The Company has revised its supplemental letter in response to the Staff’s comment to include all of the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters and to conform the language of its current representations to the representations in these no-action letters.

Exhibit 5.1

 

17. Please have counsel confirm that it will refile the opinion dated as of the date of effectiveness. In addition, confirm that Exhibits 5.4, 5.6, 5.8, 5.9, 5.10, 5.12, 5.13, 5.15, 5.16, 5.17, 5.18, 5.20, 5.21, and 5.23 will also be refiled as of the date of effectiveness.

Response: Counsel acknowledges the Staff’s comments and confirms that it will refile Exhibits 5.1, 5.4, 5.6, 5.8, 5.9, 5.10, 5.12, 5.13, 5.15, 5.16, 5.17, 5.18, 5.20, 5.21, and 5.23 as of the date of effectiveness.

 

18. Please revise to delete assumption (iv), which begins in the last paragraph on page two of the opinion and carries on to page three of the opinion. Additionally, please delete the assumptions in the first full paragraph on page three of the opinion or advise.

Response: Counsel respectfully advises the Staff that it is unable to delete assumption (iv), which begins on the last paragraph on page two of the opinion, in its entirety. However, counsel is able to delete assumptions (iv)(a), (iv)(b), (iv)(c) and (iv)(d).

Counsel is unable to delete the first half of assumption (iv)(e) (“provisions purporting to make a guarantor primarily liable rather than as a surety”). In Chemical Bank v Meltzer, 93 NY2d 296 (1999) the New York Court of Appeals ruled unanimously that a determination of a guarantor’s status depends on the substance of the entire transaction and that language in a guarantee that the obligors were “primary obligors” and “not merely sureties” would not be given effect but rather the transaction needed to be analyzed as an “integrated whole.” Among the factors that convinced the court that the obligors were entitled to the rights of a surety was the fact that the document was called a “guarantee” and the obligors were referred to as “guarantors.” In the Indenture, the guarantors are party to a guarantee (that is contained within the Indenture), and as such given the court’s ruling in Chemical Bank, counsel is unable to delete the assumption in the first half of assumption (iv)(e).

August 22, 2011

Page 7

LOGO

 

Counsel is unable to delete the second half of assumption (iv)(e) (“provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation”). According to N.Y. Jur 2d, Guaranty and Suretyship §207, “[w]here a guarantor consents in advance that his undertaking is not to be impaired by any modification of the principal contract to which the creditor and debtor may agree, the consent extends to any alteration of the main contract which does not amount to a novation.” Under New York law, a novation requires four elements: (1) a previously valid obligation; (2) agreement of all parties to a new contract; (3) extinguishment of the old contract; and (4) a valid new contract. Holland v Fahnestock & Co., 210 F.R.D. 487 (SDNY 2002). As determining whether a modification is a novation is a fact specific inquiry, counsel is not able to opine as to the effectiveness of waiver regarding modification of a guaranteed obligation.

Counsel is unable to delete assumption (iv)(f) as counsel is not able to conclude that the Notes would continue to be enforceable even if terms to which the assumption relate were found invalid.

Counsel has revised Exhibit 5.1 to delete the assumptions in the first full paragraph on page three of the opinion.

Exhibit 5.6

 

19. Please have counsel revise to delete Section (e) on page three of the opinion or advise.

Response: Counsel has revised Exhibit 5.6 to delete Section (e) on page 3 of the opinion.

Exhibit 5.9

 

20. Please have counsel revise to delete assumptions 2(viii) and 2(ix) or advise.

Response: Counsel has revised Exhibit 5.9 to delete assumptions 2(viii) and 2(ix).

Exhibit 5.10

 

21. Please have counsel revise to delete the second sentence in Section 11 of the opinion.

Response: Counsel has revised Exhibit 5.10 to revise the second sentence in Section 11 of the opinion.

Exhibit 5.12

 

22. Please have counsel revise to delete Section (c) on the second page of the opinion or advise.

Response: Counsel has revised Exhibit 5.12 to delete Section (c) on the second page of the opinion.

August 22, 2011

Page 8

LOGO

 

Exhibit 5.13

 

23. Counsel may limit reliance on its opinion with respect to purpose, but not person. Please have counsel revise Section 4 of its opinion accordingly. Please also revise Exhibits 5.2, 5.3, 5.5, 5.6, 5.7, 5.8, 5.10, 5.11, 5.12, 5.14, 5.15, 5.16, 5.17, 5.19, 5.20, and 5.21 to remove all language that limits reliance on the legal opinions by all persons.

Response: Counsel acknowledges the Staff’s comments and confirms that it has revised Section 4 of its opinion. Counsels have also revised Exhibits 5.2, 5.3, 5.5, 5.6, 5.7, 5.8, 5.10, 5.11, 5.12, 5.14, 5.15, 5.16, 5.17, 5.19, 5.20 and 5.21 to remove all language that limits reliance on the legal opinions by all persons. Exhibits 5.6, 5.10, 5.12, 5.13, 5.14, 5.15, 5.19 and 5.20 have been refiled as exhibits with Amendment No. 1.

 

24. Please have counsel revise to delete assumption in Section 1(d) on page six of the opinion.

Response: Counsel has revised Exhibit 5.13 to delete assumption in Section 1(d).

Exhibit 5.14

 

25. Please have counsel revise to delete assumption in Section 4.6 of the opinion or advise.

Response: Counsel respectfully advises the Staff that counsel is unable to delete the assumption 4.6, as it must rely on this assumption when opining as to the matters of due execution of the Notes Documents (in clause 5.3 of the opinion) and, with regard to shareholder’s resolutions as part of the due authorization of the German companies (clause 5.2 of the opinion). As a matter of German law, the statement of intent (Willenserklärung) of a person needs to be given in full capacity, otherwise it is generally be considered as void. As a result, if the individual signing the document is in a diminished mental state (i.e.- state of pathological mental disturbance), which prevents his free exercise of will, his execution of the Notes Documents would be void. Whether the signatory is in such a state is a factual matter and not one that counsel is able to opine as to.

Furthermore, a legal act of an individual is voidable (anfechtbar) if it was executed in error (irrtümlich), due to malicious deception (arglistige Täuschung) or threat (Drohung) and it is considered void ab initio if this circumstance was known or ought to be known by the contracting party. As with respect to ascertaining the diminished mental state, this is a factual matter that counsel cannot opine as to.

Exhibit 5.15

 

26. Please have counsel revise to delete Sections 4(i), 5(e) and 5(i) of the legal opinion or advise.

August 22, 2011

Page 9

LOGO

 

Response: Counsel respectfully advises the Staff that counsel is unable to delete Sections 4(i), 5(e) and 5(i).

With respect to Section 4(i), counsel has been engaged as special local counsel in respect of the issue of a capacity opinion on certain Dutch entities and has advised in respect of Dutch law questions only. As the opinion solely reflects the position under (mandatory) Dutch law, counsel believes that a non-Dutch court, when sought if this limitation were to be deleted, would have to refer to Dutch law. Counsel, therefore, considers it acceptable that this opinion may only be relied upon under the condition that any issues will be governed by Dutch law and be brought before a court in the Netherlands.

With respect to Section 5(e), under Dutch law, it is not possible to conclusively establish whether an entity has been declared bankrupt since there may be a delay between the declaration of a bankruptcy and its public registration with the relevant registers. As noted in the last part of Section 5(e), counsel performs regular checks on the day of issuance of its opinion, however, this does not give conclusive evidence that no such events have happened.

With respect to Section 5(i), whether a signatory of a Dutch company has a conflict of interest with that company, is a factual question that counsel cannot opine as to.

Exhibit 5.19

 

27. Please have counsel revise to delete Sections 1F and 2(iv) of the legal opinion or advise.

Response: Counsel has revised Exhibit 5.19 to delete Sections 1F and 2(iv) of the opinion.

Exhibit 5.20

 

28. Please have counsel revise to delete reference to “legal matters” in the last sentence of the third full paragraph in Section 1 of the opinion or advise. Additionally, please have counsel delete assumptions in Sections 2(j), 2(k), 2(m), and 2(o) of the opinion.

Response: Counsel has revised Exhibit 5.20 to delete reference to “legal matters” in the last sentence of the third full paragraph in Section 1 of the opinion. Additionally, counsel has deleted assumptions in Sections 2(j), 2(k), 2(m) and 2(o) of the opinion.

 

29. Please have counsel revise the opinion to delete qualifications 4(a) and 4(b) of the opinion.

Response: Counsel has revised Exhibit 5.20 to delete qualifications 4(a) and 4(b) of the opinion.

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to

August 22, 2011

Page 10

LOGO

 

contact me at (202) 637-2139 or my colleague, Patrick H. Shannon, at (202) 637-1028 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.

Sincerely,

/s/ Rachel W. Sheridan

Rachel W. Sheridan

of LATHAM & WATKINS LLP

Enclosures

cc: (via fax)

Patrick H. Shannon, Latham & Watkins LLP

Tonya Bryan