Share Sale and Purchase Agreement - The Jones Group Inc.


Share Sale and Purchase
Agreement

relating to
KG Group Holdings Limited

Dated 2 June 2011

The Sellers (1)

The Buyer (2)


TABLE OF CONTENTS

INTRODUCTION

1

OPERATIVE PROVISIONS

1

1

Definitions

1

2

Sale and purchase of the Shares

8

3

Consideration

9

4

Completion

9

5

Locked Box

9

6

Warranties

10

7

Buyer Warranties

11

8

Release of Group Companies

12

9

Announcements

12

10

Confidentiality

12

11

Restrictive Covenants

13

12

Entire agreement

14

13

Assignment and transfer

15

14

Costs and expenses

15

15

Interest on late payments

15

16

No set-off

15

17

Taxation of payments

16

18

Payments net of Taxation

16

19

Waiver

16

20

Variation

16

21

Severance

16

22

Further assurance

16

23

Tax computations

17

24

Notices

17

25

Effect of Completion

20

26

Counterparts

20

27

Governing law

20

28

Jurisdiction

20

29

Service of Process

20

30

Warrantors' Representative

20

31

Interpretation

21

32

Rights of third parties

22

33

Execution

22

SCHEDULE 1 - The Sellers

23

Part 1: Warrantors and the EBT Trustee

23

Part 2: Graphite, Carta Capital and Harrods

25

SCHEDULE 2

27

Part 1: Particulars of the Company

27

Part 2: Particulars of the Subsidiaries

28

SCHEDULE 3

39

Part 1: Sellers' Obligations

39

Part 2: Buyer's Obligations

40

Part 3: Carta Capital Obligations

41

Part 4: Joint Obligations

41

SCHEDULE 4 -

42

Part 1 - The Leasehold Properties

42

Part 2 - Leasehold Properties under Agreement for Lease

51

SCHEDULE 5 - Warranties

53

Part 1: Title Warranties

53

Part 2: Business Warranties

54

SCHEDULE 6 - Buyer Warranties

67

SCHEDULE 7 - Limitations on Liability

68

SCHEDULE 8 - Permitted Leakage

75

SCHEDULE 9 - Claim set-off against Consideration Loan Notes

76


DATE 2 JUNE 2011

PARTIES

(1)

THE PERSONS whose names and addresses are set out in Part 1 and Part 2 of Schedule 1 (together the "Sellers"); and

(2)

JONES APPAREL GROUP HOLDINGS, INC., a company incorporated under the laws of the state of Delaware, whose principal place of business is 1007 Orange Street, Suite 225, Wilmington, Delaware 19801, U.S.A. (the "Buyer").

INTRODUCTION

(A)

The Company was incorporated in England and Wales on 12 February 2008 and is registered under number 6500942 as a private company limited by shares.

(B)

The Sellers have agreed to sell to the Buyer and the Buyer has agreed to purchase the Shares in the manner and on and subject to the terms of this Agreement.

OPERATIVE PROVISIONS

1

Definitions

In this Agreement, except where a different interpretation is necessary in the context, the words and expressions set out below shall have the following meanings:

A Ordinary Shares

681,413 A ordinary shares of 0.01 each in the capital of the Company

A Preference Shares

18,965,982 cumulative redeemable A preference shares of 1.00 each in the capital of the Company

Accounts

the audited balance sheet as at the Accounts Date, and the audited profit and loss account for the Financial Year ended on the Accounts Date, of the Company and each of the Subsidiaries (including, in the case of the Company, the audited consolidated balance sheet as at that date and the audited consolidated profit and loss account for that period), a copy of each of which has been supplied to the Buyer and is included in the Disclosure Documents

Accounts Date

30 January 2011

Accounts Standards

in relation to the accounts of any body corporate, the applicable requirements of the Companies Acts 1985 to 2006, together with accounting principles, standards and practices which are generally accepted in the United Kingdom, in each case as at the date of the relevant accounts

Affiliate

in relation to:

(a) a body corporate, any subsidiary or parent undertaking of that body corporate and any subsidiary undertaking of any such parent undertaking, in each case from time to time;

(b) an individual, any spouse and/or lineal descendants by blood or adoption or any person or persons acting in its

1


or their capacity as trustee or trustees of a trust of which such individual is the settler; and

(c) a limited partnership, the partners of the limited partnership or their nominees or a nominee or trustee for the person, or any investors in a fund which holds interests, directly or indirectly, in the limited partnership

Agent

as defined in clause 29.2

Agreed Proportion

in relation to each Warrantor, the proportion set out opposite that Warrantor's name in column 3 of the table at paragraph 2.2 of Schedule 7

this Agreement

this agreement including the Introduction and the Schedules

Applicable Laws

all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal and all codes of practice, in each case having force of law

B Ordinary Shares

38,588 B ordinary shares of 0.01 each in the capital of the Company

B Preference Shares

1,074,018 cumulative redeemable B preference shares of 1.00 each in the capital of the Company

Bank Indebtedness

50,302,690 being the amount owing by the Company to lenders and mezzanine lenders on the date of this Agreement under the Facilities Documents

Bonus Agreement

the bonus agreement in the agreed form between KG Group Holdings Limited and each of Neil Clifford, Rebecca Farrar-Hockley, Dale Christilaw and Andrew Lee

Bonus Letters

the agreed form annual bonus letters and further bonus letters from the Company or other member of the Group to, among others, certain Employees

Business

collectively, the businesses of the Company and of each of the Subsidiaries at the date of this Agreement

Business Day

a day other than a Saturday, Sunday or public holiday in England and Wales and/or the United States of America

Business Warranties

the warranties given by the Warrantors in clause 6.2 and Part 2 of Schedule 5

Business Warranties Claim

a Claim for breach of the Business Warranties

Buyer's Group

the Buyer and any of its Affiliates

Buyer's Solicitors

Herbert Smith LLP of Exchange House, Primrose Street, London EC2A 2HS

Buyer Warranties

the warranties given by the Buyer in clause 7 and Schedule 6 and each buyer warranty statement shall be a "Buyer Warranty"

2


C Ordinary Shares

280,926 C ordinary shares of 0.01 each in the capital of the Company

Carta Capital

Carta Capital Investments II S. .r.l. further details of which are set out in Part 2 of Schedule 1

Cash Consideration

as defined in clause 3.1(a)

Claim

any claim for breach of this Agreement, excluding any claim for breach of clause 5 or clause 11 of this Agreement

the Company

KG Group Holdings Limited, short particulars of which are set out in Part 1 of Schedule 2

Completion

completion of the sale and purchase of the Shares in accordance with the terms of clause 4

Completion Date

the date on which Completion occurs

Concessions

the agreements relating to the trading by Group Companies at third party retail premises in connection with the Business

Confidential Information

all technical, financial, commercial and other information of a confidential nature relating to the Business, including without limitation, trade secrets, know-how, inventions, product information and unpublished information relating to Intellectual Property, object code and source code relating to software, marketing and business plans, projections, current or projected plans or internal affairs of the Group and information relating to its current and/or prospective suppliers and customers, including any customer or supplier lists

Consideration

the consideration payable for the Shares pursuant to clause 3.1

Consideration Loan Notes

6,217,995 unsecured fixed rate guaranteed loan notes 2015-2016 to be issued by the Buyer pursuant to the Consideration Loan Note Instrument

Consideration Loan Note Instrument

the loan note instrument in the agreed form constituting the Consideration Loan Notes

Consultants

those individuals who are providing services to any Group Company under an agreement which is not a contract of employment with the relevant company including, in particular, where the individual acts as a consultant or is an independent contractor on secondment, and "Consultant" shall mean any one of them

Customer

a wholesale customer of the Company which has placed any order with the Company during the Lookback Period and a company or other entity which was negotiating with the Company during the Lookback Period

Directors

the persons specified as directors of any of the Group Companies in Parts 1 or 2 of Schedule 2 (the expression "Director" meaning any of them)

3


Disclosure Documents

the documents contained in the VDR (as reproduced on the agreed form CD rom delivered with the Disclosure Letter)

Disclosure Letter

the letter (including without limitation any annexures to that letter) in the agreed form dated on the date of this Agreement from the Warrantors to the Buyer, delivered to the Buyer immediately prior to the signature and exchange of this Agreement

EBT

the Kurt Geiger Holdings Employee Benefit Trust

EBT Trustee

RBC Cees Trustee Limited, in its capacity as trustee of the EBT

Employees

any individual employed by any Group Company, including but not limited to those persons (including Directors) whose names appear in the list of employees included in the Disclosure Documents

Encumbrance

any option, charge (fixed or floating), mortgage, lien, assignment, hypothecation, pledge, equity, encumbrance, right to acquire, right of pre emption, right of first refusal, title retention or any other similar third party right, or other security interest or any other agreement or arrangement to create any of the foregoing

Environment

air, water, land, building, structures, enclosures or other constructions, flora, fauna, humans and any other living organisms

Environmental Licences

any assessment, authorisation, certificate, consent, licence, permission, permit, ruling, variation, modification, transfer or any other information or approval required by any Environmental Law or agreement made pursuant to Environmental Law

Environmental Law

all international, EU, national, federal, state or local laws and all subordinate legislation and regulatory codes of practice concerning the pollution or protection of the Environment which are or were binding upon any Group Company in the relevant jurisdiction in which the Group Companies are or has been operating

Escrow Account

an interest bearing deposit account to be opened as envisaged in paragraph 14 of Schedule 9 where applicable with an Escrow Agent for the purpose of holding any relevant Redemption Amount as described in that paragraph

Escrow Agent

an independent bank or other established escrow agent operating in the United Kingdom as nominated by a Relevant Warrantor in any written notice that may be served as envisaged in paragraph 14 of Schedule 9

Excess Amount

as defined in paragraph 14.2(a) of Schedule 7

Facilities Documents

as defined in the Investment Agreement

Financial Obligation

any financial obligation or liability of the Group set out in paragraph 11.1 of Part 2 of Schedule 5

4


Financial Year

a financial year as determined in accordance with section 390 Companies Act 2006

Full Title Guarantee

with the benefit of the implied covenants set out in Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 when a disposition is expressed to be made with full title guarantee

Good Leaver

as defined in the Bonus Agreement

Graphite

together, the limited partnerships and the company identified in Part 2 of Schedule 1, each of which is acting by their manager Graphite Capital Management LLP

Graphite Entity

any of the limited partnerships and the company identified in Part 2 of Schedule 1 and each a "Graphite Entities" shall be construed accordingly

Group

the Company and the Subsidiaries

Group Company

any member of the Group and "Group Companies" shall be construed accordingly

Harrods

Harrods (UK) Limited, further details of which are set out in Part 2 of Schedule 1

ICTA

the Income and Corporation Taxes Act 1988

Intellectual Property

patents, trade marks, service marks, registered designs, trade names, business names, domain names, rights in designs, copyright, computer software and database rights, rights in know-how and other intellectual property rights whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect anywhere in the world

Investment Agreement

the investment agreement relating to the Company dated 22 February 2008 (as amended by deed on 21 June 2010) between, amongst others, Graphite, the Company and certain of the Warrantors

Investor Loan Notes

48,448,973 subordinated unsecured fixed rate loan notes issued by KG Bidco Limited to Graphite and Carta Capital pursuant to the Investor Loan Note Instrument

Investor Loan Note Instrument

the amended and restated investor loan note instrument constituting the issue of up to 48,448,973 subordinated unsecured fixed rate loan notes of KG Bidco Limited dated 18 January 2011, a copy of which has been supplied to the Buyer and is included in the Disclosure Documents

Key Contracts

the contracts in force at Completion with Key Customers and Key Suppliers

Key Customer

any Customer which is one of the 10 largest customers of the Group, measured by revenue, during the Lookback Period

Key Supplier

any Supplier which is one of the 10 largest suppliers to the Group, measured by revenue, during the Lookback Period

5


Key Employees

each of the Directors and grade 2 and 3 employees identified as such in Disclosure Document 3.2.39.1

Know-how

all know how, trade secrets and confidential information (in whatever form held), including without limitation financial and technical information, drawings, formulae, test results or reports, project reports and testing procedures, information relating to the working of any product, process, invention, improvement or development, instruction and training manuals, tables of operating conditions, information concerning intellectual property portfolio and strategy, market forecasts, lists or particulars of customers and suppliers, sales targets, sales statistics, prices, discounts, margins, future business strategy, tenders, price sensitive information, market research reports, information relating to research and development and business development and planning reports and any information derived directly from any of them

Loan Notes

the Investor Loan Notes and the Management Loan Notes

Loan Note Indebtedness

42,349,951 being the aggregate amount (including accrued interest) owing by KG Bidco and the Company pursuant to the Loan Notes in issue as at the date of this Agreement

Locked Box Claim

any claim against a Seller pursuant to clause 5

Locked Box Date

30 April 2011

Lookback Period

the period of 12 months ending on the Completion Date

Management Loan Notes

(a) 1,348,097 subordinated unsecured fixed rate loan notes issued by KG Bidco Limited to certain of the Warrantors; and

(b) 262,931 subordinated unsecured fixed rate loan notes issued by the Company to Rebecca Farrar-Hockley,

In each case pursuant to the Management Loan Note Instruments (as appropriate)

Management Loan Note Instruments

(a) the management loan note instrument constituting the issue of up to 1,611,028 subordinated unsecured fixed rate loan notes of KG Bidco dated 22 February 2008; and

(b) the loan note instrument constituting the issue of up to 262,931 subordinated unsecured fixed rate loan notes of the Company dated with the date of this Agreement

6


Non-Disclosable Information

all information which relates to the negotiations relating to and the terms of this Agreement, the provisions and subject matter of this Agreement and the financial arrangements of any party

Pension Schemes

the Group pension schemes and related documents contained in the Disclosure Documents

Pensionable Employee

a director or employee or former director or former employee of any of the Group Companies

Permitted Leakage

any of the items listed in Schedule 8

Planning Law

The Town and Country Planning Act 1990, Planning (Listed Building and Conservation Areas) Act 1990, Planning (Hazardous Substances) Act 1990, Planning (Consequential Provisions) Act 1990, the Planning and Compulsory Purchase Act 2004 and the Planning Act 2008

Policies

as defined in paragraph 18.2 of Part 2 of Schedule 5

Property

the leasehold properties short particulars of which appear in Schedule 4 and references to the "Properties" shall be to such properties

Recovery Third Party

as defined in paragraph 10.1 of Schedule 7

Relevant Customers

House of Fraser and Selfridges & Co and the expression "Relevant Customer" shall mean any one of the Relevant Customers

Restricted Area

Great Britain, Northern Ireland, the Republic of Ireland, France and Italy

Sellers' Solicitors

SJ Berwin LLP of 10 Queen Street Place, London EC4R 1BE

Sellers' Solicitors' Account

the following bank account:
account name: SJ Berwin LLP sterling client account
account number: 10644994
sort code: 20-36-47
swift code: BARC GB 22
IBAN code: GB 33 BARC 2036 4710 6449 94
Bank: Barclays Bank plc, 1 Churchill Place, London E4 5HP
Reference: 11/G15993.145

Shares

the A Ordinary Shares, the B Ordinary Shares, the C Ordinary Shares, the A Preference Shares and the B Preference Shares to be sold pursuant to this Agreement, as listed in Schedule 1

Subsidiaries

those companies or other persons (whether or not registered in the United Kingdom) short particulars of which appear in Part 2 of Schedule 2 and the expression "Subsidiary" shall mean any one of the Subsidiaries

7


Supplier

a supplier which has supplied goods and/or services to any of the Group Companies during the Lookback Period and any person which was negotiating with a Group Company in anticipation of the supply of goods and/or services to any of the Group Companies during the Lookback Period

Taxation

any tax, duty, contribution, impost, withholding, levy or charge in the nature of tax, whether domestic or foreign, and any fine, penalty, surcharge or interest connected therewith

Taxing Authority

HM Revenue & Customs and any other governmental, state, federal, provincial, local governmental or municipal authority, body or official competent to impose any Taxation liability whether of the United Kingdom or elsewhere in the world

Third Party

as defined in clause 32

Third Party Claim

as defined in paragraph 11.1 of Schedule 7

Title Warranties

the warranties given by the Sellers and Warrantors in clause 6.1 and Part 1 of Schedule 5

Treasury Transaction

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price

VAT

Value Added Tax

VATA

the Value Added Tax Act 1994

VDR

the Project Empire virtual data room managed by Merrill Corporation as at Completion, containing materials and information a copy of which is annexed to the Disclosure Letter and delivered to the Buyer on CD-Rom, and the contents of which are listed in the index annexed to the Disclosure Letter

Warranties

together, the Title Warranties and the Business Warranties and each statement in Schedule 5 shall be a "Warranty"

Warrantors

together, Dale Christilaw, Neil Clifford, Rebecca Farrar-Hockley, Andrew Lee, Neil McCausland and Sally McClymont

Warrantors' Representative

Dale Christilaw or any replacement appointed pursuant to clause 30.3

Warranty Claim

any claim for breach of the Warranties

Withholding Tax Amount

518,000

Withholding Tax Instruction Letter

the agreed form letter from Carta Capital to the Sellers' Solicitors and KG Bidco Limited relating to the Withholding Tax Amount

2

Sale and purchase of the Shares

2.1

Each of the Sellers shall sell with Full Title Guarantee on and with effect from Completion and is the sole legal and beneficial owner, other than the EBT Trustee which is solely the legal owner of the Shares registered in its name but is entitled to transfer full legal and beneficial ownership thereof, of the Shares listed opposite its name in Schedule 1.

2.2

The Buyer shall purchase all of the Shares free from all Encumbrances, together with all rights attaching to the Shares at Completion, including, for the avoidance of doubt, the Preference Share

8


Dividend (as defined in the articles of association of the Company) accrued but unpaid at the Completion Date in respect of the A Preference Shares and B Preference Shares.

2.3

The Buyer shall not be obliged to complete the purchase of any of the Shares unless the purchase of all the Shares is completed simultaneously in accordance with this Agreement, but completion of the purchase of some Shares will not affect the rights of the Buyer with respect to the purchase of the others.

2.4

The Sellers hereby waive any and all rights of any restrictions on transfer, including pre-emption rights, which may exist in relation to the Shares conferred either by the articles of association or other constitutional documents of the Company, any shareholders' agreement or otherwise.

3

Consideration

3.1

In consideration of the sale of the Shares in accordance with the terms of this Agreement, the Buyer shall, in accordance with the terms of this Agreement:

(a) pay to the Sellers the cash consideration of 116,766,410 (the "Cash Consideration") in the amounts respectively set out against their names in column 8 of Schedule 1; and

(b) issue to the Sellers the Consideration Loan Notes in the amounts respectively set out against their names in column 8 of Part 1 of Schedule 1.

3.2

Any payment made by any of the Sellers to the Buyer in respect of any Claim and in respect of any Locked Box Claim shall be deemed to be a reduction in the Consideration paid by the Buyer to that Seller for the Shares sold by him under this Agreement to the extent legally possible.

4

Completion

4.1

Completion shall take place at the offices of the Sellers' Solicitors immediately following exchange of this Agreement.

4.2

Neither the Buyer nor the Sellers shall be obliged to complete the sale and purchase of the Shares unless all of the requirements of this clause 4 and of Schedule 3 have been complied with by:

(a) the Sellers in the case of the Sellers' obligations in Part 1 of Schedule 3;

(b) the Buyer in the case of the Buyer's obligations in Part 2 of Schedule 3; and

(c) Carta Capital in the case of the obligation in Part 3 of Schedule 3

(d) the Sellers and the Buyer in the case of the joint obligations in Part 4 of Schedule 3

4.3

Each of the Sellers hereby confirms that the Sellers' Solicitors are irrevocably authorised by each of the Sellers to receive payment of the Cash Consideration and the cash amount required to repay the Loan Note Indebtedness on the Sellers' behalf and the receipt by the Sellers' Solicitors shall be a sufficient discharge for the Buyer, who shall not be concerned to see the application thereof.

4.4

Carta Capital agrees that:

(a) the Withholding Tax Amount shall be held in the Sellers' Solicitors Account pursuant to paragraph (b) of Part 2 of Schedule 3 and the Withholding Tax Instruction Letter; and

(b) it shall not withdraw, amend or vary the terms of the Withholding Tax Instruction Letter except with the prior written consent of the Buyer.

5

Locked Box

5.1

Each of the Sellers severally warrants in respect of itself only to the Buyer that, save for Permitted Leakage between the Locked Box Date and the Completion Date:

9


(a) no Group Company has declared, made or paid any dividend or distribution to that Seller or any of its Affiliates;

(b) no Group Company has made any repayment of principal on any debt or payment of any interest on or other payment in relation to any debt obligation to that Seller or any of its Affiliates;

(c) no Group Company has made any payments, including bonuses or fees (including consulting fees, monitoring fees, directors' fees, licence fees or royalties), charges or compensation to, or granted future benefits to, or transferred assets to, or assumed, indemnified or incurred liabilities for the benefit of that Seller or any of its Affiliates;

(d) no Group Company has made or agreed to make any payments to that Seller or any of its Affiliates in respect of any share capital or other securities of any Group Company being issued, redeemed, purchased or repaid, or any other return of capital;

(e) no management charge or fee of any nature whatsoever has been paid to that Seller or any of its Affiliates by any of the Group Companies and there has been no payment of any management charge, consulting, service or other fee or compensation by any of the Group Companies to that Seller or any of its Affiliates;

(f) no Group Company has forgiven or waived any amount owed to it by that Seller or any of its Affiliates; and

(g) it has not made or entered into any agreement or arrangement (whether conditional or not) or agreed to pay any fees, costs, expenses, Taxation or other amounts relating to any of the matters referred to in this clause 5.1(a) to 5.1(f).

5.2

In the event of any breach by any Seller of any of the warranties in sub-clauses 5.1(a) to 5.1(g), inclusive (including for the avoidance of doubt, any breach after the Completion Date to the extent that it results from an action, omission or agreement made prior to Completion), in relation to that Seller or its Affiliates, that Seller shall pay to the Buyer on demand an amount in cash equal to the amount of any payment or other financial benefit received by it or its Affiliates from the relevant Group Company as a result of such breach.

5.3

No Locked Box Claim may be made against a Seller unless notice of such Locked Box Claim, complying with the provisions of paragraph 3.2 of Schedule 7, is served on that Seller in writing as soon as reasonably practicable after the Buyer becomes aware that it is reasonably likely to have a Locked Box Claim and, in any event, within six months following the Completion Date.

6

Warranties

6.1

Each of the Sellers severally warrants to the Buyer in relation to itself or himself only, and not in relation to any other Seller, in the terms of the Title Warranties, subject to the exclusions, limitations and qualifications set out in this clause 6 and Schedule 7.

6.2

Each of the Warrantors severally and proportionately, in the Agreed Proportions, warrants to the Buyer in the terms of the Business Warranties subject to:

(a) each and any matter fairly disclosed or referred to in the Disclosure Letter, the Disclosure Documents or provided for under the terms of this Agreement provided such matters will be treated as fairly disclosed or referred to in the Disclosure Letter or Disclosure Documents only to the extent that such disclosure is sufficient to enable a reasonable buyer to make an informed assessment of the matter purported to be disclosed after taking appropriate advice upon the relevant Warranty and the disclosure;

(b) any information obtained by the Buyer or any of its advisers during the course of any investigation (whether authorised by the Sellers or not) by or on behalf of the Buyer into

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the affairs of the Group Companies and any other information of which the Buyer or any other member of the Buyer's Group may have actual or constructive knowledge (all such information being deemed to be disclosed to the Buyer); and

(c) the exclusions, limitations and qualifications set out in this clause 6 and Schedule 7.

6.3

Each of the Title Warranties and the Business Warranties shall be construed as a separate and independent warranty and, subject to clauses 6.1 and 6.2 and where this Agreement expressly provides otherwise, each Title Warranty and each Business Warranty is not limited by the other provisions of this Agreement, including the other Title Warranties and Business Warranties.

6.4

The Buyer acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any indemnities, warranties, representations, covenants, undertakings, or other assurances or statements whatsoever, other than those expressly set out in this Agreement and acknowledges that none of the Sellers and none of the Group Companies nor any of their agents, officers or employees have given any indemnities, warranties, representations, covenants, undertakings, or other assurances or statements other than those expressly set out in this Agreement.

6.5

Subject to clause 11.6, the sole remedy of the Buyer for any breach of any of the Warranties and any other breach of this Agreement by the Sellers shall be an action for damages. The Buyer shall not be entitled to rescind or terminate this Agreement in any circumstances whatsoever, other than any such entitlement arising due to fraudulent misrepresentation.

6.6

Where any Business Warranty is qualified by the expression "so far as each of the Warrantors is aware" or any expression having a similar effect, that Business Warranty shall be deemed to include an additional statement that it has been made after reasonable enquiry by the Warrantors.

6.7

Each Seller shall promptly disclose to the Buyer any matter or thing which arises or of which it becomes aware after entering into this Agreement which is inconsistent with or a breach of any of the Title Warranties given by it or which might render any of the Title Warranties misleading.

6.8

Each Warrantor shall promptly disclose to the Buyer any matter or thing which arises or of which it becomes aware after entering into this Agreement which is inconsistent with or a breach of any of the Business Warranties or which might render any of the Business Warranties misleading.

6.9

The Sellers shall not (if a claim is made against any of them in connection with the sale of the Shares to the Buyer) make any claim against any Group Company or against any director, employee, agent or officer of any Group Company on whom any of the Sellers may have relied before agreeing to any term of this Agreement or authorising any statement in the Disclosure Letter. The Sellers acknowledge that they have no rights to make any such claim. This shall not prevent any Seller from claiming against any other Seller under any right of contribution or indemnity to which he may be entitled. The rights of each Group Company and any director, employee, agent or officer of any Group Company under this clause are subject to the provisions of clause 32 (rights of third parties).

6.10

Unless expressly provided otherwise in this Agreement, the liability of the Sellers for their respective obligations and liabilities under this Agreement shall be several.

7

Buyer Warranties

7.1

The Buyer warrants to the Sellers in the terms of the Buyer Warranties in Schedule 6.

7.2

The Buyer acknowledges that the Sellers have entered into this Agreement in reliance on the Buyer Warranties.

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8

Release of Group Companies

8.1

Subject to clause 8.2 and satisfaction of all the Buyer's obligations pursuant to clause 4.2 and Part 2 of Schedule 3, each Seller hereby unconditionally releases the Company and each Group Company from any claim or right of action of any kind that the Seller may have against the Company or any Group Company, save in respect of the rights of Carta Capital pursuant to the Withholding Tax Instruction Letter.

8.2

Nothing in clause 8.1, shall affect any claim or right of action that any of the Warrantors may have against the Company or any Group Company arising as a consequence of a Warrantors capacity as a director or employee of the Company or any Group Company.

9

Announcements

9.1

Except to the extent otherwise expressly permitted by this Agreement, the parties shall not make any public announcement or issue a press release or respond to any enquiry from the press or other media concerning or relating to this Agreement or its subject matter or any ancillary matter, unless the form and content of such announcement or press release have been submitted to, and agreed by, the other parties to this Agreement.

9.2

Notwithstanding any other provision in this Agreement, either the Sellers or the Buyer may, after consultation with the other parties whenever practicable, make or permit to be made an announcement concerning or relating to this Agreement or its subject matter or any ancillary matter if and to the extent required by:

(a) law; or

(b) any securities exchange on which either any of the Sellers' or the Buyer's securities are listed or traded; or

(c) any regulatory or governmental or other authority with relevant powers to which either any of the Sellers or the Buyer is subject or submits, whether or not the requirement has the force of law.

10

Confidentiality

10.1

Each of the Sellers and the Buyer hereby undertakes that it shall both during and after the term of this Agreement preserve the confidentiality of the Non-Disclosable Information and, except to the extent otherwise expressly permitted by this Agreement, not directly or indirectly reveal, report, publish, disclose or transfer or use for its own or any other purposes such Non-Disclosable Information.

10.2

Notwithstanding any other provision in this Agreement, either the Sellers or the Buyer may, after consultation with the other party whenever practicable and lawful, disclose Non-Disclosable Information if and to the extent:

(a) required by law; or

(b) required by any securities exchange on which either the Sellers' or the Buyer's securities are listed or traded; or

(c) required by any regulatory or governmental or other authority with relevant powers to which either any of the Sellers' or the Buyer's is subject or submits (whether or not the authority has the force of law); or

(d) required to vest the full benefit of this Agreement in that party or to enforce any of the rights of that party in this Agreement; or

12


(e) required by its professional advisers, officers, employees, consultants, subcontractors or agents to provide their services (and subject always to similar duties of confidentiality); or

(f) that information is in or has come into the public domain through no fault of that party; or

(g) the other party has given prior written consent to the disclosure; or

(h) it is necessary to obtain any relevant Taxation clearances from any appropriate Taxing Authority.

10.3

The restrictions contained in this clause 10 shall continue to apply after Completion without limit in time.

11

Restrictive Covenants

11.1

Subject to clause 11.2, each of the Warrantors covenants with the Buyer that he shall not in any capacity whatever and whether directly or indirectly, except with the written consent of the Buyer:

(a) until the date that is 24 months after the Completion Date or, if the Warrantor becomes a Good Leaver, until the date that is 12 months after the Completion Date, within the Restricted Area, engage in any business or be employed by or act as a consultant to any group of companies which directly or indirectly is engaged in any business which:

(i) is a category manager for footwear in one or more department stores, chain stores or other retailer containing footwear concessions (for the avoidance of doubt, this does not prohibit the Warrantor from working directly or indirectly for any department store, chain store or other retailer unless doing so would breach either clause 11.1(a)(ii) or (iii) below); or

(ii) is one of the Key Suppliers or one of the Key Customers; or

(iii) is a general retailing business which has a turnover attributable to footwear of 50 per cent. or more of the annual turnover of that business; or

(b) until the date that is 24 months after the Completion Date or, if the Warrantor becomes a Good Leaver, until the date that is 12 months after the Completion Date, directly or indirectly, endeavour to entice away from any Group Company or solicit or endeavour to solicit, canvass or approach for any competitive purpose any Customer with which he shall have had dealings as part of his duties at any time during the Lookback Period; or

(c) until the date that is 24 months after the Completion Date, or, if the Warrantor becomes a Good Leaver, until the date that is 12 months after the Completion Date, directly or indirectly, endeavour to entice away from any Group Company or solicit or endeavour to solicit, canvass or approach for any competitive purpose any Supplier with which he shall have had dealings as part of his duties at any time during the Lookback Period; or

(d) until the date that is 24 months after the Completion Date, or, if the Warrantor becomes a Good Leaver, until the date that is 12 months after the Completion Date, directly or indirectly, employ, engage, solicit or endeavour to solicit or endeavour to solicit, or induce or seek to induce, to leave the service of any Group Company any person who is or was a Key Employee with whom he shall have had dealings at any time during the Lookback Period, whether or not such person would commit any breach of his contract of employment or engagement by reason of so leaving the service of any Group Company or otherwise; or

(e) until the date that is 24 months after the Completion Date, disclose or use, for its own benefit or that of any other person (other than for the proper performance of his duties to any Group Company) any Know how, Confidential Information or trade secrets which it

13


possesses concerning the business or affairs of any Group Company or of any person having dealings with any Group Company except any such Know how which is in the public domain other than by reason of any breach of any obligations under this Agreement or any breach by any person of any duty of confidentiality in relation to the business or affairs of any Group Company.

11.2

The restrictions in clause 11.1 shall not prevent any of the Warrantors owning any interest in the shares or other securities of a company traded on a securities market provided such interest does not extend to more than 3 per cent. of the issued share capital of the company or the class of securities concerned.

11.3

Each of the restrictions in clause 11.1 is separate, distinct and severable and is to be construed separately from the other restrictions and shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. If any of those restrictions is void but would be valid if some part of the restrictions were deleted the restriction in question shall apply with such modification as may be necessary to make it valid.

11.4

The Graphite Entities covenant (in respect of themselves only and not in respect of any other Seller) with the Buyer that except with the Buyer's written consent the Graphite Entities shall not, and shall not knowingly permit (when the Graphite Entities have the legal power to prevent) any of their portfolio companies at any time during the period of 24 months commencing on the Completion Date, to employ, engage, solicit or endeavour to solicit or induce or seek to induce, to leave the service of any Group Company any of the Warrantors and any other Key Employee with whom any of the Graphite Entities shall have had any direct dealings at any time during the Lookback Period, whether or not such person would commit any breach of his contract of employment or engagement by reason of so leaving the service of any Group Company or otherwise.

11.5

Each of the Warrantors in respect of the restrictions in clause 11.1 and the each of the Graphite Entities in respect of the restrictions in clause 11.4, hereby acknowledges that he considers the restrictions in clause 11.1 and in clause 11.4 respectively to be reasonable both individually and in the aggregate and that the duration extent and application of each of such restrictions are no greater than is necessary for the protection of the goodwill of the businesses of the Group and that the Consideration paid by the Buyer for the Shares purchased from him takes into account and adequately compensates him for any restriction or restraint imposed thereby. However, in the event that any such restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts thereof were deleted or the period or area of application reduced, each of the Warrantors and the Graphite Entities hereby agrees that such restriction shall apply with such modification as may be necessary to make it valid.

11.6

Without prejudice to any other rights or remedies that the Buyer may have for the Warrantors' or the Graphite Entities' breach of this clause 11, each party to this Agreement acknowledges and agrees that damages alone may not be an adequate remedy for any breach by the Warrantors or the Graphite Entities (as the case may be) of the provisions of this clause 11, and that the remedies of injunction and specific performance as well an any other equitable relief for any threatened or actual breach may be more appropriate remedies.

12

Entire agreement

12.1

Each of the parties confirms that this Agreement, the Disclosure Letter and any documents referred to in this Agreement as being in the agreed form constitute the entire agreement between the parties relating to the subject matter of this Agreement and supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in relation to the subject matter of this Agreement.

14


12.2

Each of the parties acknowledges and agrees that it has not entered into this Agreement in reliance on any statement or representation of any person (whether a party to this Agreement or not) other than as expressly incorporated in this Agreement.

12.3

Nothing in this Agreement or in any other document referred to herein shall be read or construed as excluding any liability or remedy as a result of fraud.

12.4

Without limiting the generality of the foregoing, each of the parties irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind this Agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person, whether or not party to this Agreement, and upon which it has relied in entering into this Agreement.

13

Assignment and transfer

This Agreement is personal to the parties and no party to this Agreement may assign, transfer, sub contract, delegate, charge or otherwise deal in any other manner with this Agreement or any of its rights or obligations nor grant, declare, create or dispose of any right or interest in it without the prior written consent of the Buyer (in the case of any Seller) or each of the Sellers (in the case of the Buyer). Any purported assignment, transfer, sub contracting, delegation, charging or dealing in contravention of this clause shall be ineffective.

14

Costs and expenses

14.1

Except as otherwise stated in this Agreement, each of the parties to this Agreement shall pay its own costs and expenses in relation to the negotiation, preparation, execution, performance and implementation of this Agreement and each document referred to in it and other agreements forming part of the transaction, save that this clause shall not prejudice the right of any party to this Agreement to seek to recover its costs in any litigation or dispute resolution procedure which may arise out of this Agreement.

14.2

Each of the Sellers agree that the costs and expenses to be paid by it or him in accordance with clause 14.1 shall be paid out of the Cash Consideration due to each of the Sellers in accordance with this Agreement and where the costs and expenses are to be paid by all Sellers such costs and expenses shall be divided among the Sellers according to each Seller's proportionate shareholding of the total number of Shares immediately prior to Completion.

15

Interest on late payments

15.1

If any party to this Agreement fails to pay any sum payable by it on the due date for payment under this Agreement, it shall pay interest on the overdue sum for the period from and including the due date of payment up to the date of actual payment (after as well as before judgment) in accordance with clause 15.2.

15.2

The interest referred to in clause 15.1 shall accrue from day to day and shall be paid on demand at the rate of 3 per cent. above the base rate from time to time of Barclays Bank plc. Unpaid interest shall compound quarterly.

16

No set-off

Except to the extent otherwise expressly permitted by this Agreement, all payments to be made under this Agreement shall be made in full without any set-off or counterclaim and free from any deduction or withholding save as may be required by law in which event such deduction or withholding shall not exceed the minimum amount which it is required by law to deduct or withhold and the payer will simultaneously pay to the payee such additional amounts as will result in the receipt by the payee of a net amount equal to the full amount which would otherwise have been receivable had no such deduction or withholding been required.

15


17

Taxation of payments

Any payment made by or due from the Sellers under, or pursuant to the terms of, this Agreement shall be free and clear of all Taxation whatsoever save only for any deductions or withholdings required by law.

18

Payments net of Taxation

If any deductions or withholdings are required by law, or any payments made by or due from the Sellers under this Agreement are liable for Taxation (whether in the hands of the Buyer or any Group Company or otherwise), or would have been liable for Taxation but for the utilisation of any Taxation relief in respect of such liability, the Sellers shall be liable to pay to the Buyer or the relevant Group Company (as the case may be) such further sums as shall be required to ensure that the net amount received by the Buyer or the relevant Group Company (as the case may be) will equal the full amount which would have been received under the relevant provisions of this Agreement in the absence of any such deductions, withholdings or Taxation liabilities.

19

Waiver

19.1

A waiver of any right, power, privilege or remedy provided by this Agreement must be in writing and may be given subject to any conditions thought fit by the grantor. For the avoidance of doubt, any omission to exercise, or delay in exercising, any right, power, privilege or remedy provided by this Agreement shall not constitute a waiver of that or any other right, power, privilege or remedy.

19.2

A waiver of any right, power, privilege or remedy provided by this Agreement shall not constitute a waiver of any other breach or default by any other party to this Agreement and shall not constitute a continuing waiver of the right, power, privilege or remedy waived or a waiver of any other right, power, privilege or remedy.

19.3

Any single or partial exercise of any right, power, privilege or remedy arising under this Agreement shall not preclude or impair any other or further exercise of that or any other right, power, privilege or remedy.

20

Variation

No variation of this Agreement (or any of the documents referred to in it) shall be valid unless it is in writing (which, for this purpose, does not include email) and signed by or on behalf of each of the parties to this Agreement. The expression "variation" includes any variation, supplement, deletion or replacement however effected.

21

Severance

21.1

If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired.

21.2

If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, or the period of the obligation reduced in time, or the range of activities or area covered, reduced in scope, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

22

Further assurance

Each of the Sellers shall use its reasonable endeavours from time to time on or following Completion, on being required to do so by the Buyer, to do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form reasonably satisfactory to the Buyer for giving full effect to this Agreement and securing to the Buyer the full benefit of the

16


rights, powers, privileges and remedies conferred upon the Buyer in this Agreement, provided that the Seller receiving the request shall not be obliged to incur any costs in connection with such acts.

23

Tax computations

23.1

If requested in writing by Graphite (or its professional advisers), the Warrantors' Representative or Carta Capital (as the case may be), the Buyer shall or shall procure that the Group Companies shall permit Graphite (and its professional advisers) and/or the Warrantors' Representative and Carta Capital (as appropriate) reasonable access to, and shall provide them with copies of, the Group Companies' corporation tax computations and returns (together, the "Tax Computations") for each accounting period in which Graphite and/or any Warrantor held an interest in the Group, together with all supporting documentation.

23.2

The Buyer agrees and agrees to procure that the Tax Computations of KG Bidco Limited for all accounting periods ended on or before Completion and the accounting period current at Completion shall be submitted on a basis consistent with the Advanced Thin Capitalisation Agreement agreed with HMRC in June 2009, a copy of which appears as Disclosure Document 5.3.

23.3

The Buyer shall procure that:

(a) in respect of the accounting period ended 31 January 2011, KG Bidco Limited submits its corporation tax computations and returns (the "2011 Tax Computations") to HMRC on or before 31 December 2011 and shall provide, or shall procure that KG Bidco Limited provides, Graphite, the Warrantors' Representative and Carta Capital with a copy of the 2011 Tax Computations when they are submitted to HMRC; and

(b) in respect of the accounting period ending 31 January 2012, KG Bidco Limited submits its corporation tax computations and returns (the "2012 Tax Computations") to HMRC on or before 31 December 2012 and shall provide, or shall procure that KG Bidco Limited provides, Graphite, the Warrantors' Representative and Carta Capital with a copy of the 2012 Tax Computations when they are submitted to HMRC.

24

Notices

24.1

Any communication to be given in connection with this Agreement shall be in writing in English except where expressly provided otherwise and shall either be delivered by hand or sent by first class prepaid post or fax or by email. Delivery by courier shall be regarded as delivery by hand.

24.2

Such communication shall be sent to the address of the relevant party referred to in this Agreement or the fax number or email address set out below or to such other address or fax number or email address as may previously have been communicated to the other parties to this Agreement in accordance with this clause 24.2 and clause 24.5. Each communication shall be marked for the attention of the relevant person referred to below.

17


Party

Address

Fax number

e-mail address

For the attention of:

Graphite

Berkeley Square House, Berkeley Square, London, W1J 6BQ, United Kingdom.

+44 (0)20 7825 5399

mgolser@graphitecapital.com

Markus Golser

with a copy to:

SJ Berwin LLP

10 Queen Street Place, London EC4R 1BE, United Kingdom

+44 (0)20 7111 2000

martin.bowen@sjberwin.com
nadim.zaman@sjberwin.com

Martin Bowen and
Nadim Zaman

Carta Capital

560A Rue de Neudorf, L-2220, Luxembourg

+44 (0)20 3514 1736

Audun.Gudmundsson@cartacapital.net

Audun Gudmundsson

Harrods

87-135 Brompton Road, Knightsbridge, London, SW1X 7XL

-

Michael.Ward@Harrods.com

Michael Ward

Warrantors, acting by the Warrantors' Representative

Kurt Geiger Limited, 75 Bermondsey Street, London SE1 3XF

+44 (0)20 7546 1880

Dale.Christilaw@kurtgeiger.com

Dale Christilaw

with a copy to:

SJ Berwin LLP

10 Queen Street Place, London EC4R 1BE, United Kingdom

+44 (0)20 7111 2000

martin.bowen@sjberwin.com
nadim.zaman@sjberwin.com

Martin Bowen and
Nadim Zaman

18


Buyer

Jones Apparel Group Holdings Inc., c/o The Jones Group Inc., 1411 Broadway, 36th Floor, New York, NY 10018, U.S.A

+1 212 790 9988

IDansky@jny.com

Ira Dansky

with a copy to:

Herbert Smith LLP

Exchange House, Primrose Street, London EC2A 2HS, United Kingdom

+44 (0)20 7374 0888

ben.ward@herbertsmith.com

Ben Ward

The Jones Group Inc.,

1411 Broadway, 36th Floor, New York, NY 10018, U.S.A

24.3

A communication shall be deemed to have been served:

(a) if delivered by hand at the address referred to in clause 24.2, at the time of delivery;

(b) if sent by first class prepaid post to the address referred to in clause 24.2, at the expiration of two clear days after the time of posting; and

(c) if sent by fax to the number referred to in clause 24.2 or sent by email to the email address specified in that clause, at the time of completion of transmission by the sender.

If a communication would otherwise be deemed to have been delivered outside normal business hours (being 9.30 am to 5.30 pm on a Business Day) under the preceding provisions of this clause 24.3 it shall be deemed to have been delivered at the next opening of such business hours.

24.4

In proving service of the communication, it shall be sufficient to show that delivery by hand was made or that the envelope containing the communication was properly addressed and posted as a first class prepaid letter or that the fax was despatched and a confirmatory transmission report received or that the email was transmitted to the correct email address, whether or not opened or read by the recipient.

24.5

A party to this Agreement may notify the other parties to this Agreement of a change to its name, relevant addressee, address, fax number or email address for the purposes of clause 24.2 provided that such notification shall only be effective on:

(a) the date specified in the notification as the date on which the change is to take place; o

(b) if no date is specified or the date specified is less than five clear Business Days after the date on which notice is deemed to have been served, the date falling five clear Business Days after notice of any such change is deemed to have been given.

24.6

For the avoidance of doubt, the parties agree that the provisions of clauses 24.1, 24.2, 24.3, 24.4 and 24.5 shall not apply in relation to the service of any claim form, application notice, order, judgment or other document relating to or in connection with any proceeding, suit or action arising out of or in connection with this Agreement.

19


25

Effect of Completion

So far as it remains to be performed, this Agreement shall continue in full force and effect after Completion. The rights and remedies of the parties to this Agreement shall not be affected by Completion.

26

Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all the counterparts shall together constitute one and the same agreement.

27

Governing law

This Agreement and any dispute or Claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the law of England and Wales.

28

Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute that may arise out of or in connection with this Agreement or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims).

29

Service of Process

29.1

In the event that any party to this Agreement commences legal proceedings relating to this Agreement, the claim form or other process by which it is started may be served on a party to this Agreement who is a defendant at the place at which and in the manner in which notices may be given to that party in accordance with clause 24 and in accordance with clauses 29.2 to 29.4.

29.2

The Buyer hereby appoints Kurt Geiger Limited of 75 Bermondsey Street, London, SE1 3XF (the "Agent") as its process agent to receive on its behalf service of process of any legal proceedings brought by the Sellers relating to this Agreement. Service on the Agent shall be good service upon the Buyer whether or not it is forwarded to and received by the Buyer.

29.3

If, for any reason, the Agent ceases to act as process agent, or ceases to have an address in England, the Buyer irrevocably agrees to appoint a substitute process agent in England and shall deliver to the Sellers a copy of the substitute process agent's acceptance of that appointment.

29.4

In the event that the Agent (or any successor process agent) ceases to act as process agent, or ceases to have an address in England, then until 28 days after the Buyer complies with clause 29.3, it shall be effective service for the Sellers to serve the claim form or other process upon the last known address of the Agent or any successor process agent notified to the Sellers.

30

Warrantors' Representative

30.1

Each of the Warrantors irrevocably appoints and authorises the Warrantors' Representative to act in his name and on his behalf in relation to all matters which this Agreement expressly provides may be agreed, approved, carried out or received by the Warrantors' Representative.

30.2

Unless and until notified in writing to the contrary by all of the Warrantors, the Buyer shall be entitled to rely on the authority of the Warrantors' Representative within the scope of its authority (as described in this clause 30.2) without further enquiry. The Warrantors' Representative shall have no authority to bind the Warrantors otherwise than as referred to in this clause 30.2.

20


30.3

Such of the Warrantors who together own 80% of the Shares held by the Warrantors immediately prior to Completion may change the Warrantors' Representative by notice in writing to the Buyer and to the other Warrantors given in accordance with clause 24.

30.4

Save in respect of fraud, the Warrantors' Representative shall not be held liable to the Warrantors for any claims whatsoever arising from any act he may do or refrain from doing pursuant to this Agreement.

31

Interpretation

31.1

The clause and paragraph headings and the table of contents used in this Agreement are inserted for ease of reference only and shall not affect construction.

31.2

References in this Agreement and the Schedules to the parties, the Introduction, Schedules and clauses are references respectively to the parties, the Introduction and Schedules to and clauses of this Agreement, unless otherwise expressly stated.

31.3

A reference in a Schedule to a paragraph is to the relevant paragraph of the Schedule in which such reference appears, unless otherwise expressly stated.

31.4

References to documents in the "agreed form" are to documents in terms agreed between the parties prior to execution of this Agreement.

31.5

References to "writing" or "written" includes any other non-transitory form of visible reproduction of words.

31.6

References to times of the day are to that time in London and references to a day are to a period of 24 hours running from midnight.

31.7

References to any English legal term or legal concept shall in respect of any jurisdiction other than England be deemed to include that which most approximates in that jurisdiction to such English legal term or legal concept.

31.8

References to persons shall include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal personality.

31.9

References to the word "include" or "including" (or any similar term) are not to be construed as implying any limitation and general words introduced by the word "other" (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things.

31.10

Save where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.

31.11

References to statutory provisions, enactments or EC Directives shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such provision, enactment or directive (whether before or after the date of this Agreement), to any previous enactment which has been replaced or amended and to any regulation, instrument or order or other subordinate legislation made under such provision, enactment or directive

31.12

A company or other entity shall be a "holding company" for the purposes of this Agreement if it falls within either the meaning attributed to that term in section 1159 and Schedule 6 Companies Act 2006 or the meaning attributed to the term "parent undertaking" in section 1162 and Schedule 7 of such Act, and a company or other entity shall be a "subsidiary" for the purposes of this Agreement if it falls within any of the meanings attributed to a "subsidiary" in section 1159 and Schedule 6

21


Companies Act 2006 or the meaning attributed to the term "subsidiary undertaking" in section 1162 and Schedule 7 of such Act, and the terms "subsidiaries" and "holding companies" are to be construed accordingly.

31.13

Section 839 ICTA is to apply to determine whether one person is connected with another for the purposes of this Agreement.

32

Rights of third parties

32.1

With the exception of the rights of each Group Company and of any director, employee, officer or agent of each Group Company to enforce the terms contained in clause 6.9 (each such party being, for the purposes of this clause 32, a "Third Party"), no term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

32.2

The rights of the relevant Third Parties to enforce the terms of clause 6.9 are subject to the condition that the Buyer has the right (which it may waive in whole or in part in its absolute discretion and without the consent of or consultation with any Third Party) to have the sole conduct of any proceedings in relation to the enforcement of such rights (including any decision as to commencement or compromise of such proceedings) but will not owe any duty or have any liability to any of the Third Parties in relation to such conduct

32.3

The rights of the relevant Third Parties under clause 6.9 are also subject to the terms of clauses 13 (assignment and transfer), 27 (governing law) and 28 (jurisdiction). The parties to this Agreement may by agreement rescind or vary any term of this Agreement without the consent of any of the Third Parties.

33

Execution

This Agreement is entered into by the parties under hand on the date at the beginning of this Agreement.

22


[schedules omitted by Findlaw]