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PROJECT DART (matter number 105690-120004)

Bible of Documents Completion: 23 February 2010

DLA Piper UK LLP 3 Noble Street London EC2V 7EE Ref: DR/DG

NB This Bible of Documents may contain information which is legally privileged, confidential and exempt from disclosure. If you are not the intended recipient you are hereby notified that any dissemination, distribution or copying of this material and its contents are strictly prohibited.


PROJECT DART (matter number 105690-120004) Bible of Documents Completion: 23 February 2009 List of Abbreviations "A Shares"

A ordinary shares of US $1.00 each in the capital of TopCo

"AL"

Target (Allerford Limited)

"B Shares"

B ordinary shares of US $1.00 each in the capital of TopCo

"BidCo"

H.I.G. Europe - Dart III, Ltd

"BJ"

Browne Jacobson LLP (GD's solicitors)

"Cains"

Cains Advocates Limited

"DLA"

DLA Piper UK LLP

"GD"

Gary Dutton (Vendor)

"Investor"

H.I.G. Luxembourg Holdings Seven S.a.r.l

"Management"

David Leng, Brian Onions, Steven Musgrave, Robin Byron, Gareth Edwards, Timothy Armitage and Andrew Ball and "Manager" or "Managers" shall be construed accordingly

"MidCo"

H.I.G. Luxembourg Holdings Six S.a.r.l

"PMS"

Solicitors to Mezzanine bank (Linklaters)

"PSS"

Solicitors to Senior bank (Eversheds)

"SEL"

Synseal Extrusions Limited

"SHL"

Synseal Holdings Limited

"TopCo"

H.I.G. Europe - Dart II, Ltd

"UKWI"

UK Windows Investors, LLC - mezzanine funders

"PECs"

Preferred Equity Certificates

"Preferred Shares"

preferred shares of US $0.0001 each in the capital of TopCo

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Contents Unless otherwise stated, all documents are dated 23 February 2010. Document

Description

1. PRIVATE EQUITY DOCUMENTS A. TopCo Completion Documents 1. 2.

3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14.

15.

TopCo completion board minutes, dated 22 February 2010 Investment agreement between (1) the Investor; (2) TopCo; (3) MidCo; (4) BidCo; and (5) Management Investment disclosure letter TopCo Written resolution TopCo Articles of Association Managers' letters of application for B Shares Investor's letter of application for A Shares and Preferred Shares Service agreements between SEL and each Manager Section 431 elections by each Manager in respect of his subscription for B Shares Share certificates in respect of Management's B Shares Share certificates in respect of the Investor's A Shares and Preferred Shares TopCo Warrant Instrument between (1) TopCo; (2) the Investor; and (3) UKWI Warrant certificate in favour of UKWI Intra group loan agreement between (1) TopCo as lender; and (2) MidCo as borrower in relation to the pushdown of the TopCo equity subscriptions Drawdown notice

B. MidCo Completion Documents 16. 17. 18.

19.

MidCo completion board minutes, dated 18 February 2010 Terms and Conditions of PECs created by MidCo Intra group loan agreement between (1) MidCo as lender; and (2) BidCo as borrower in relation to the pushdown of the TopCo subscription for PECs Drawdown notice

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Document 20.

21. 22.

23. 24.

25.

Description Intra group loan agreement between (1) MidCo as lender; and (2) BidCo as borrower in relation to the push down of mezzanine debt Drawdown notice Intra group loan agreement between (1) MidCo as lender; and (2) BidCo as borrower in relation to the push down of the senior subordinated debt Drawdown notice Intra group loan agreement between (1) MidCo as lender; and (2) BidCo as borrower in relation to the pushdown of the TopCo equity subscriptions Drawdown notice

2. ACQUISITION DOCUMENTS 1.

Pre-completion reorganisation documents

2.

SEL board minutes approving the inter-company loan between SEL and BidCo, dated 22 February 2010

3.

Written resolution of the sole member of SEL approving the inter-company loan between SEL and BidCo

4.

Inter-company loan agreement between (1) SEL; and (2) BidCo in relation to surplus cash

5. 6. 7. 8. 9. 10. 11.

12.

Inter-company loan agreement between (1) BidCo; and (2) AL Completion board minutes of BidCo, dated 22 February 2010. Completion board minutes of Target Completion board minutes of SEL, dated 22 February 2010. Sale and Purchase Agreement between (1) BidCo; and (2) GD Disclosure Letter and agreed form indices Stock transfer forms in relation to the transfer of the entire issued share capital of AL to BidCo New certificates for shares in AL in the name of BidCo for: 12.1

99 A ordinary shares;

12.2

2 B ordinary shares; and

12.3

45,500,000 preferred ordinary shares

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Document 13.

14. 15. 16. 17.

18.

19.

20. 21.

22. 23. 24. 25. 26. 27. 28. 29.

30. 31.

Description Transitional Services Agreement between (1) SEL; and (2) Door-Stop International Limited Deed of Licence between (1) SEL; and (2) Door Stop International Limited Lease between (1) SHL; (2) SEL; and (3) TopCo Side-Deed relating to the Lease between (1) SHL; (2) SEL; and (3) TopCo Deed of Covenant relating to Plot 4 Fulwood Park Development, Export Drive, Huthwaite, Nottingham between SEL and Darfish Limited Lender's consent from: National Westminster Bank Plc in respect of a charge dated 01/06/2007 for title numbers NT277464, NT108078, NT364505, NT415055 and NT415056 dated 28 January 2010 Consort deed of termination between (1) SHL; (2) SEL; and (3) Consort Limited dated 10 December 2009 Deed of release of liabilities owed to GD Resignations of directors and secretary of AL: 21.1

Carol Dutton; and

21.2

GD.

Resignation of GD as director of SEL Letter of undertaking from Cains Letter of undertaking from PMS Letter of undertaking from PSS Letter of undertaking from DLA Letter of authority from BidCo to Cains Letter of direction between GD; Castlegate 577 Limited; SHL; BidCo; AL; and SEL Restrictive Covenant Side Letters relating to: 29.1

Nicholas Dutton; and

29.2

Malcolm Le Masurier.

Management Accounts of SEL for the period ending 31 December 2009 Annual Accounts of SEL for the period ending 31 March 2009

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Document 32. 33. 34. 35. 36.

Description Locked Box Accounts Agreed Form Step Plan dated 27 January 2010 Option Agreement between (1) GD; and (2) BidCo dated 30 January 2010 Option Notice letter from BidCo to GD Joint escrow account instruction letter dated 2 February 2010

3. ACQUISITION FILINGS 1.

Form TM01 in relation to the resignation of GD as director of SEL

2.

Form 9N in relation to the resignation of GD and Carol Dutton and the appointment of Paul Canning, Andrew Steel, Brian Onions and David Leng as directors of AL.

3.

Form AP01 in relation to the appointment of Paul Canning and Andrew Steel as directors of SEL

4.

Form AP01 in relation to the appointment of David Leng and Brian Onions as directors of BidCo

4. VENDOR LOAN NOTE DOCUMENTS 1. 2. 3.

4. 5. 6.

7. 8. 9. 10. 11. 12.

Exchange agreement between (1) MidCo and (2) GD Loan note instrument creating £7,500,000 variable rate secured loan notes 2017 Loan note certificate in respect of £7,500,000 variable rate secured loan notes 2017 in favour of GD Exchange Loan Note Instrument (MidCo) Exchange agreement exercise notice Side letter between MidCo and BidCo in relation to the Exchange Loan Note interest rate Exchange Loan Note Certificate (pre exchange) Exchange Loan Note Certificate (post exchange) Side letter re treatment of vendor loan notes Deed of guarantee and indemnity between (1) SEL; and (2) GD Debenture between (1) SEL; and (2) GD Intercreditor agreement between (1) The Senior Lenders; (2) The Mezzanine Lenders; (3) GD; (4) HIG Europe; (5) The Subsidiaries; (6) Capita Trust Company Limited; (7)

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Document

Description H.I.G. Europe Capital Partners, L.P.; (8) SHL; and (9) The Hedging Counterparties

5. MISCELLANEOUS 1. 2. 3.

Finance, Broking and Transaction Services Agreement between HIG LLC and BidCo Professional Services and Consultancy Agreement between HIG LLC and BidCo Professional Services and Consultancy Agreement between BidCo and SEL

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Capital Allowances