{"id":43317,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/asset-purchase-agreement-xtra-inc-matson-navigation-co-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-purchase-agreement-xtra-inc-matson-navigation-co-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-purchase-agreement-xtra-inc-matson-navigation-co-inc.html","title":{"rendered":"Asset Purchase Agreement &#8211; XTRA Inc., Matson Navigation Co. Inc. and Matson Leasing Co. Inc."},"content":{"rendered":"<pre>\n                            Asset Purchase Agreement\n                                        \n                                      among\n                                        \n                                   XTRA, Inc.\n                                        \n                                       and\n                                        \n                      Matson Navigation Company, Inc., and\n                          Matson Leasing Company, Inc.\n                                        \n                                      dated\n                                        \n                                  June 30, 1995\n\n\n\n                            ASSET PURCHASE AGREEMENT\n\n                                      INDEX\n                                                                            Page\n\nARTICLE I  PURCHASE AND SALE OF ASSETS AND RELATED TRANSACTIONS               1\n     1.01.  Definitions.                                                      1\n     1.02.  Purchase and Sale of Sale Assets; Assumption of Liabilities.      9\n     1.03.  Consideration.                                                   10\n     1.04.  Assignment and Assumptions of Contracts.                         10\n     1.05.  Closing                                                          10\n     1.06.  Matson Trademarks and Trade Names                                11\n     1.07.  Adjustments to Consideration                                     12\n     1.07(a)  Preparation of Consolidated Statement of Net Assets.           12\n     1.07(b)  Adjustments Resulting From The Consolidated\n              Statements of Net Assets.                                      13\n     1.08.  Accounts Receivable Proceeds                                     13\n     1.09.  Further Assurances                                               14\n     1.10.  CAVN and Jeuro Leases and Containers.                            14\n     1.11.  Termination of Intercompany Arrangements.                        14\n\nARTICLE II  RELATED MATTERS                                                  15\n     2.01.  Confidentiality.                                                 15\n     2.02.  Access to Books and Records.                                     15\n\nARTICLE III  REPRESENTATIONS AND WARRANTIES OF THE SELLERS                   16\n     3.01.  Corporate Organization, Etc                                      16\n     3.02.  Authorization, Etc.                                              17\n     3.03.  No Violation.                                                    17\n     3.04.  Financial Statements                                             17\n     3.05.  Interim Operations.                                              18\n     3.06.  Title to Properties; Encumbrances                                19\n     3.07.  Contracts and Leases                                             20\n     3.08.  Litigation.                                                      20\n     3.09.  Consents and Approvals of Governmental Authorities               20\n     3.10.  Consents                                                         21\n     3.11.  Compliance with Law                                              21\n     3.12.  Good Title Conveyed                                              21\n     3.13.  Brokers and Finders                                              22\n     3.14.  Insider Interests                                                22\n     3.15.  Insurance                                                        22\n     3.16.  Environmental Matters, Etc.                                      22\n     3.17.  Employees.                                                       24\n     3.18.  Employee Benefits; ERISA.                                        24\n     3.19.  Taxes.                                                           24\n     3.20.  Prohibited Foreign Trade Practices Act; Sensitive Payments       25\n     3.21.  Subsidiaries                                                     25\n     3.22.  Condition of Containers.                                         26\n     3.23.  Purchase Option; Operating Lease Agreements.                     26\n     3.24.  Software; Intellectual Property                                  27\n\nARTICLE IV  REPRESENTATIONS AND WARRANTIES OF ACQUIROR                       27\n     4.01.  Corporate Organization                                           27\n     4.02.  Authorization, Etc.                                              27\n     4.03.  No Violation.                                                    28\n     4.04.  Consents and Approvals of Governmental Authorities.              28\n     4.05.  Litigation                                                       28\n     4.06.  Consents                                                         28\n     4.07.  Brokers and Finders                                              28\n     4.08.  Availability of Funds.                                           28\n\nARTICLE V  COVENANTS OF THE SELLERS                                          29\n     5.01.  Full Access.                                                     29\n     5.02.  Consents                                                         29\n     5.03.  Supplements to Company Disclosure Schedule                       29\n     5.04.  Covenant to Satisfy Conditions                                   29\n     5.05.  Certificates                                                     30\n     5.06.  HSR Act Filings                                                  30\n     5.07.  Container Acquisitions                                           30\n     5.08.  Insurance.                                                       30\n\nARTICLE VI  COVENANTS OF ACQUIROR                                            30\n     6.01.  Supplements to Acquiror Disclosure Schedule.                     30\n     6.02.  Covenant to Satisfy Conditions                                   31\n     6.03.  Certificates                                                     31\n     6.04.  HSR Act Filings                                                  31\n     6.05.  Consents                                                         31\n     6.06.  Other Agreements                                                 31\n     6.07.  Substitute Letters of Credit.                                    31\n     6.08.  Insurance.                                                       31\n     6.09.  Post Closing Financial Statements.                               32\n     6.10.  Performance of Certain Obligations by Acquiror \n            After Closing Date.                                              32\n\nARTICLE VII  CONDITIONS TO THE OBLIGATIONS OF THE SELLERS                    32\n     7.01.  Representations and Warranties True                              32\n     7.02.  Performance.                                                     33\n     7.03.  HSR Act Waiting Periods; No Governmental Proceeding \n            or Litigation                                                    33\n     7.04.  No Litigation                                                    33\n     7.05.  Certificates                                                     33\n     7.06.  Opinion of Acquiror's Counsel                                    33\n     7.07.  Consents Obtained.                                               33\n     7.08.  Other Agreements                                                 33\n     7.09.  Opinion  of Morgan, Lewis &amp; Bockius.                             33\n     7.10.  Release of Letters of Credit.                                    33\n\nARTICLE VIII  CONDITIONS TO OBLIGATIONS OF ACQUIROR                          34\n     8.01.  Representations and Warranties True                              34\n     8.02.  Performance                                                      34\n     8.03.  HSR Act Waiting Periods; No Governmental Proceeding \n            or Litigation                                                    34\n     8.04.  No Litigation                                                    34\n     8.05.  Opinion of the Sellers' Counsel.                                 34\n     8.06.  Consents Obtained                                                35\n     8.07.  Other Agreements                                                 35\n     8.08.  Opinion of Morgan, Lewis &amp; Bockius.                              35\n     8.09.  FIRPTA Certificate.                                              35\n\nARTICLE IX  (INTENTIONALLY OMITTED)\n\nARTICLE X  EMPLOYEES                                                         35\n    10.01.  Offer of Employment.                                             36\n    10.02.  Sellers' Obligations.                                            36\n    10.03.  Cooperation.                                                     36\n    10.04.  Non-solicitation.                                                36\n\nARTICLE XI  SURVIVAL OF REPRESENTATIONS ANDWARRANTIES;\n            INDEMNIFICATION; ARBITRATION                                     37\n    11.01.  Survival of Representations and Warranties.                      37\n    11.02.  Statements as to Representations                                 37\n    11.03.  Agreement to Indemnify by the Sellers.                           37\n    11.04.  Agreement to Indemnify by Acquiror.                              38\n    11.05.  Procedures Relating to Indemnifications.                         39\n    11.06.  Losses Net of Insurance, etc.                                    40\n    11.07.  Tax Matters.                                                     41\n    11.08.  Arbitration.                                                     43\n\nARTICLE XII  TERMINATION AND ABANDONMENT                                     44\n    12.01.  Methods of Termination.                                          44\n    12.02.  Procedure upon Termination                                       44\n\nARTICLE XIII  MISCELLANEOUS PROVISIONS                                       44\n    13.01.  Amendment and Modification.                                      44\n    13.02.  Waiver of Compliance.                                            45\n    13.03.  Expenses; Transfer Taxes.                                        45\n    13.04.  Notices                                                          45\n    13.05.  Assignment.                                                      47\n    13.06.  Publicity.                                                       47\n    13.07.  Governing Law.                                                   47\n    13.08.  Counterparts.                                                    47\n    13.09.  Headings.                                                        47\n    13.10.  Entire Agreement.                                                47\n    13.11.  Third Parties.                                                   47\n    13.12.  Bulk Transfers                                                   48\n  \n  \n                                INDEX TO EXHIBITS\n\n       Heading                                                       Tab\n       \n       Sale Assets                                                    A\n       \n       Assumed Liabilities                                            B\n       \n       Assignment and Assumption of Agency Agreements                 C\n       \n       Assignment and Assumption of Container Leases                  D\n       \n       Assignment and Assumption of Container Purchase Commitments    E\n       \n       Assignment and Assumption of Depot Agreements                  F\n       \n       Assignment and Assumption of Employment Agreements             G\n       \n       Assignment and Assumption of Miscellaneous Commitments         H\n       \n       Assignment and Assumption of Property and Office Leases        I\n       \n       (Omitted)                                                      J\n       \n       Branches                                                     K-1\n       \n       Subsidiaries                                                 K-2\n       \n       MNC Subsidiaries                                             K-3\n       \n       Intellectual Property License and Assignment Agreement         L\n       \n       Non-Competition Agreement                                      M\n       \n       Operating Lease Assignment and Assumption Agreement            N\n       \n       (Omitted)                                                      O\n       \n       Transition Agreement                                           P\n       \n       Bill of Sale                                                   Q\n       \n       Consolidated Statement of Net Assets (As of 3\/31\/95)           R\n       \n       Opinion of Ropes &amp; Gray                                        S\n       \n       Opinion of Morgan, Lewis &amp; Bockius                             T\n       \n       Opinion of Gibson, Dunn &amp; Crutcher                             U\n       \n       Software Transfer Agreement                                    V\n       \n       Office Sublease                                                W\n       \n       Opinion of James R. Lajoie                                     X\n       \n       Opinion of Kevin C. O'Rourke                                   Y\n       \n       \n       \n       \n                            ASSET PURCHASE AGREEMENT\n\n     ASSET PURCHASE AGREEMENT dated June 30, 1995 among Matson Leasing Company,\nInc., a Hawaii corporation, Matson Navigation Company, Inc., a Hawaii\ncorporation, and XTRA, Inc., a Maine corporation.\n\n     This Agreement sets forth the terms and conditions upon which Matson\nLeasing Company, Inc. and Matson Navigation Company, Inc. will sell certain\nassets to XTRA, Inc. and\/or other entities designated by XTRA, Inc., and XTRA,\nInc. and\/or such other entities designated by XTRA, Inc. will purchase such\nassets as hereinafter set forth.\n\n     In consideration of the mutual agreements contained herein, intending to \nbe legally bound hereby, the parties hereto agree as follows:\n\n\n                                    ARTICLE I\n         \n              PURCHASE AND SALE OF ASSETS AND RELATED TRANSACTIONS\n\n     1.01.  Definitions.  For purposes of this Agreement, except as otherwise \nexpressly provided or unless the context otherwise requires:\n\n     \"Acquiror\" means XTRA, Inc., a corporation formed under the laws of the\nState of Maine.\n\n     \"Acquiror Entities\" shall mean XTRA International, XTRA Intermodal and\nXTRA Lease.\n\n     \"Affiliate\" and \"Associate\" have the meanings prescribed by Rule 12b-2 of\nthe regulations promulgated pursuant to the Securities Exchange Act.\n\n     \"Agency Agreements\" means the agency agreements all as set forth on Part\nVII of Exhibit A.\n\n     \"Agreement\" means this agreement and all amendments made hereto by written\nagreement between the Sellers and the Acquiror, including all Schedules and\nExhibits attached hereto.\n\n     \"Assignment and Assumption Agreements\" means the Assignment and Assumption\nof Agency Agreements, the Assignment and Assumption of Container Leases, the\nAssignment and Assumption of Container Purchase Commitments, the Assignment and\nAssumption of Depot Agreements, the Assignment and Assumption of Employment\nAgreements, the Assignment and Assumption of Miscellaneous Commitments, the\nAssignment and Assumption of Property and Office Leases, the Software Transfer\nAgreement and the Operating Lease Assignment and Assumption.\n\n     \"Assignment and Assumption of Agency Agreements\" means the assignment and\nassumption of Agency Agreements substantially in the form attached hereto as\nExhibit C delivered by the Company and Acquiror pursuant to Section\n1.05(a)(I)(iii) and 1.05(b)(i) of the Agreement.\n\n     \"Assignment and Assumption of Container Leases\" means the assignment and\nassumption of the Container Leases substantially in the form attached hereto as\nExhibit D delivered by the Company, MNC, MNC Subsidiaries, Acquiror and the\nAcquiror Entities pursuant to Sections 1.05(a)(I)(iii), 1.05(a)(II)(ii),\n1.05(a)(III) and 1.05(b)(i) of this Agreement.\n\n     \"Assignment and Assumption of Container Purchase Commitments\" means the\nassignment and assumption of the Container Purchase Commitments substantially \nin the form attached hereto as Exhibit E delivered by the Company and the \nAcquiror pursuant to Sections 1.05(a)(I)(iii) and 1.05(b)(i) of this Agreement.\n\n     \"Assignment and Assumption of Depot Agreements\" means the assignment and\nassumption of Depot Agreements substantially in the form attached hereto as\nExhibit F delivered by the Company and Acquiror pursuant to Section\n1.05(a)(I)(iii) and 1.05(b)(i) of the Agreement.\n\n     \"Assignment and Assumption of Employment Agreements\" means the assignment\nand assumption of the Employment Agreements substantially in the form attached\nhereto as Exhibit G delivered by the Company and Acquiror pursuant to Sections\n1.05(a)(I)(iii) and 1.05(b)(i) of the Agreement.\n\n     \"Assignment and Assumption of Miscellaneous Commitments\" means the\nassignment and assumption of the Miscellaneous Commitments substantially in the\nform attached hereto as Exhibit H delivered by the Company and Acquiror \npursuant to Sections 1.05(a)(I)(iii) and 1.05(b)(i) of the Agreement.\n\n     \"Assignment and Assumption of Property and Office Leases\" means an\nassignment and assumption of the property and office leases substantially in \nthe forms attached hereto as Exhibit I delivered by each of the Company and \nAcquiror pursuant to Section 1.05(a)(I)(iii) and 1.05(b)(i) of this Agreement.\n\n     \"Assumed Liabilities\" means the liabilities being assumed by Acquiror\npursuant to this Agreement, all as listed and described on Exhibit B.\n\n     \"Benefit Arrangement\" means any benefit arrangement that is not a Plan,\nincluding (i) each employment or consulting agreement, (ii) each incentive \nbonus or deferred bonus arrangement, (iii) each arrangement providing \ntermination allowance, severance or similar benefits, (iv) each equity \ncompensation plan, (v) each deferred compensation plan, (vi) each individual\ninsurance arrangement, and (vii) each compensation policy and practice \nmaintained by the Company or any ERISA Affiliate covering the employees, \nformer employees, directors and former directors of the Company or its ERISA\nAffiliates, and the beneficiaries of any of them.\n\n     \"Bill of Sale\" means the bills of sale in the form attached hereto as\nExhibit Q-1 and Q-2 and delivered by the Company pursuant to Section\n1.05(a)(I)(i).\n\n     \"Branches\" means branches of the Company all as set forth on Exhibit K-1 \nof the Agreement.\n\n     \"CAVN\" means Compania Anonima Venezolana de Navegacion, a Venezuelan\nentity.\n\n     \"CAVN and Jeuro Operating Leases\" means the Operating Leases between the\nCompany and CAVN and Jeuro, respectively.\n\n     \"Closing\" means the closing referred to in Section 1.05 of this Agreement.\n\n     \"Closing Date\" means the date on which the Closing occurs.\n\n     \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n     \"Company\" means Matson Leasing Company, Inc., a corporation formed under\nthe laws of the State of Hawaii.\n\n     \"Company Disclosure Schedule\" means the document delivered by the Sellers\nto Acquiror simultaneously with the execution hereof containing the information\nrequired to be included therein pursuant to this Agreement.\n\n     \"Consolidated Statement of Net Assets\" means a consolidated statement of\nnet assets of the Company and its subsidiaries which shall be prepared on the\nbasis of generally accepted accounting principles applied on a consistent basis\nwith the preparation of the Audited Financial Statements (as defined in Section\n3.04) except with respect to the specific items for which a methodology has \nbeen established and set forth on Exhibit R.  The Consolidated Statement of Net\nAssets shall include all of the Sale Assets and Assumed Liabilities for which\namounts are properly reflected on a balance sheet, but shall not include (I) \nany accrued payroll or vacation liabilities of the Subsidiaries referred to in\nSection 10.02, or (II) any reserves expressly related to any Excluded Asset;\nprovided that no adjustment to the maintenance and repair reserve shall be made\nas a result of the foregoing clause.  Attached as Exhibit R is the Consolidated\nStatement of Net Assets of the Company and its subsidiaries as of March 31,\n1995.\n\n     \"Containers\" means the marine containers listed and described on Part I of\nExhibit A hereto which are owned or leased-in pursuant to the Container Leases\nby the Company and those marine containers acquired by the Company on or after\nJune 28, 1995 through the Closing Date and which are to be acquired by the\nAcquiror pursuant to this Agreement.\n\n     \"Container Leases\" means the so-called cross-border leases and related\nagreements of the Sellers and the MNC Subsidiaries, all as set forth on Part IV\nof Exhibit A.\n\n     \"Container Operations\" means the leasing of containers by the Company and\nall Subsidiaries of the Company or their agents.\n\n     \"Container Purchase Commitments\" means the container purchase commitments\nof the Company all as set forth on Part II of Exhibit A and those container\npurchase commitments entered into by the Company on or after June 28, 1995\nthrough the Closing Date in compliance with Section 3.05 or with the prior\nwritten consent of Acquiror or its authorized representatives .\n\n     \"Depot Agreements\" means the depot agreements all as set forth on Part VII\nof Exhibit A and those depot agreements entered into by the Company on or after\nJune 28, 1995 through the Closing Date in compliance with Section 3.05 or with\nthe prior written consent of Acquiror or its authorized representatives .\n\n     \"Employment Agreements\" means the agreements all as set forth on Part II \nof Exhibit B.\n\n     \"ERISA\" means the Employee Retirement Income Security Act of 1974, as\namended.\n\n     \"Excluded Assets\" means the following assets of the Company and the\nSubsidiaries:\n\n              (a)  Any contracts or agreements (i) between any\n      Subsidiary, on the one hand, and the Company or MNC, on the other\n      (including any intercompany receivables of any Subsidiary due from\n      the Company or MNC), or (ii) between the Company and MNC (including\n      any intercompany receivables of the Company due from MNC), other\n      than any Operating Leases between MNC and the Company and any\n      receivables of the Company due thereunder;\n      \n               (b)  Any deferred Tax assets or deferred Tax benefits and\n      Group Tax Sharing arrangements, other than in respect of Taxes of\n      the Subsidiaries and the Branches;\n      \n               (c)  Any trademarks, tradenames or logos used by the\n      Company or the Subsidiaries in the Container Operations, including\n      the Names and the Marks;\n      \n               (d)  The CAVN and Jeuro Operating Leases, any accounts\n      receivable from CAVN and Jeuro under the CAVN and Jeuro Operating\n      Leases (net of the related allowance for bad debts), any claims\n      against CAVN or Jeuro or insurance companies for loss of or damage\n      or repair to Containers leased to CAVN and Jeuro and any claims\n      against insurance companies for lost revenues under the CAVN and\n      Jeuro Operating Leases;\n      \n               (e)  Any assets of the Company that are segregated or set\n      aside in any manner for the purpose of providing benefits under any\n      Plan or any Benefit Arrangements to United States employees;\n      \n               (f)  The Company's minute books, tax returns and other\n      corporate documents;\n      \n               (g)   Any insurance policies or receivables of the Company\n      and any pre-paid premiums relating to such policies; and\n      \n               (h)  Any pre-paid expenses or other assets of the Company\n      arising in connection with the Agreement and the transactions\n      contemplated hereby.\n      \n     \"Excluded Liabilities\" means all liabilities of the Company other than the\nAssumed Liabilities, including but not limited to the following liabilities and\nobligations of the Company and the Subsidiaries:\n\n               (a)  Any liabilities or obligations of the Company or the\n      Subsidiaries to MNC and any liabilities or obligations of the\n      Subsidiaries to the Company (including any intercompany payables of\n      the Company due to MNC, or of the Subsidiaries due to the Company or\n      MNC), other than any obligations of the Company to MNC under any\n      Operating Leases between the Company and MNC ;\n      \n               (b)  Any liability of the Company for Taxes or deferred\n      Taxes;\n      \n               (c)  Any obligation of the Company to indemnify any person\n      by reason of the fact that such person was a director, officer,\n      employee or agent of the Company or its Subsidiaries or was serving\n      at the request of any such entity as a partner, trustee, director,\n      officer, employee or other agent of another entity;\n      \n               (d)  Any liability resulting from or arising out of, in the\n      nature of or caused by any breach of contract, breach of warranty,\n      tort, infringement, violation or noncompliance with law by the\n      Company;\n      \n               (e)  Any liability of the Company for costs and expenses,\n      including any severance arrangements, incurred or entered into in\n      connection with this Agreement and the transactions contemplated\n      hereby, other than Transfer Taxes payable by Acquiror pursuant to\n      Section 13.03;\n      \n               (f)  Any liability for indebtedness for money borrowed,\n      including any accrued interest thereon;\n      \n               (g)  Any liability of the Company under the Plans or any\n      Benefit Arrangement in respect of employees, other than (i) any\n      liabilities under the Employment Agreements listed under Part II of\n      Exhibit B or (ii) any liabilities for fringe or severance benefits\n      under the laws of any non-United States jurisdiction.\n      \n     \"Foreign Subsidiaries\" means the direct and indirect subsidiaries of the\nCompany all as set forth on Exhibit K-2 of the Agreement.\n\n     \"HSR Act\" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,\nas amended.\n\n     \"Intellectual Property Rights\" shall have the meaning defined in the\nSoftware Transfer Agreement.\n\n     \"Jeuro\" means Jeuro, Inc., a Japanese entity.\n\n     \"knowledge\" when used in any representation or warranty of the Sellers or\nAcquiror, means actual knowledge of the officers of the Sellers, or the\nAcquiror, as applicable, without any obligation on their part to investigate \nthe accuracy of the representation.\n\n     \"License Agreement\" means the Intellectual Property License and Assignment \nAgreement in the form attached hereto as Exhibit L described in Section 1.06\nhereof and delivered by the Sellers and Acquiror pursuant to Sections\n1.05(a)(I)(iii), 1.05(a)(II)(ii) and 1.05(b)(i), respectively.\n\n     \"Miscellaneous Commitments\" means the contracts, commitments, agreements\nand obligations of the Company other than the Container Leases, the Container\nPurchase Commitments, the Operating Leases, the Property and Office Leases, the\nEmployment Agreements, the Agency Agreements, the Software Agreements and the\nDepot Agreements.\n\n     \"MNC\" means Matson Navigation Company, Inc., a corporation formed under \nthe laws of the State of Hawaii.\n\n     \"MNC Subsidiaries\" means those direct or indirect subsidiaries of MNC\n(other than the Company) which are parties to any of the Container Leases all \naslisted and set forth on Exhibit K-3.\n\n     \"Net Assets\" means the assets shown on the Consolidated Statement of Net\nAssets less the liabilities shown on the Consolidated Statement of Net Assets.\n\n     \"Non-Competition Agreement\" means the Non-Competition Agreement in the \nform attached hereto as Exhibit M delivered by the Sellers, Alexander &amp; Baldwin, Inc.and Acquiror pursuant to Sections 1.05(a)(I)(iii), 1.05(a)(II)(ii)\nand 1.05(b)(i), respectively.\n\n     \"Office Sublease\" means the sublease of certain office space in San\nFrancisco, California in the form attached hereto as Exhibit W delivered by MNC\nand Acquiror pursuant to Section 1.05(a)(II)(ii) and 1.05(b)(i) of this\nAgreement.\n\n     \"Operating Leases\" means the per diem, master service and term leases\n(including those with container purchase options) to customers related to the\nContainers, all as set forth on Part III of Exhibit A and those per diem, \nmaster service and term leases entered into by the Company after June 28, 1995 \nthrough the Closing Date in compliance with Sections 3.05 or with the prior \nwritten consent of Acquiror or its authorized representatives.\n\n     \"Operating Lease Assignment and Assumption\" means the assignment and\nassumption of the Operating Leases substantially in the form attached hereto as\nExhibit N delivered by the Company and the Acquiror pursuant to Sections\n1.05(a)(I)(iii) and 1.05(b)(i) of this Agreement.\n\n     \"Permitted Liens\" means (i) minor imperfections of title, if any, which \nare insubstantial in amount, and which do not materially detract from the value \nor impair the use of the Sale Assets and which have arisen only in the ordinary\ncourse of business and consistent with past practice, (ii) materialmen's,\nmechanics', carriers', workmen's, repairmen's or other similar liens arising in\nthe ordinary course of business and not yet subject to foreclosure, (iii) any\nlien for current Taxes not yet due, (iv) possessory liens on Containers held by\ndepots at which Containers are located pursuant to Depot Agreements to the\nextent not yet choate, (v) any rights of any third parties in the Containers\npursuant to the Container Leases, and (vi) the purchase options listed in\nSection 3.23 of the Company Disclosure Schedule.\n\n     \"PICC\" means Pacific International Container Corporation, a corporation\nformed under the laws of the State of Hawaii.\n\n     \"Plan\" means any employee benefit plan, as defined in Section 3(3) of\nERISA, sponsored or contributed to by the Company covering its employees or\nformer employees.\n\n     \"Property and Office Leases\" means the leases and subleases related to\noffice space and other property, all as set forth on Part VI of Exhibit A and\nthose leases and subleases related to office space and other property entered\ninto by the Company on and after June 28, 1995 through the Closing Date in\ncompliance with Sections 3.05  or with the prior written consent of Acquiror or\nits authorized representatives.\n\n     \"Sale Assets\" means the assets being purchased pursuant to this Agreement,\nall as listed and described on Exhibit A.\n\n     \"Securities Exchange Act\" means the Securities Exchange Act of 1934, as\n     amended.\n\n     \"Sellers\" means the Company and MNC.\n\n     \"Sellers Group\" is defined in the definition of Tax.\n\n     \"Software\" shall have the meaning defined in the Software Transfer\nAgreement.\n\n     \"Software Agreements\" means the software agreements set forth on Part VIII\nof Exhibit A.\n\n     \"Software Transfer Agreement\" means the agreement between the Sellers and\nAcquiror substantially in the form attached hereto as Exhibit V delivered by \nthe Sellers and the Acquiror pursuant to Section 1.05(a)(I)(iii), Section\n1.05(a)(II)(ii) and Section 1.05(b)(i).\n\n     \"Subsidiaries\" means PICC and the Foreign Subsidiaries.\n\n     \"Tax\" means any federal, state, local, or foreign income, gross receipts,\nlicense, payroll, employment, excise, severance, stamp, occupation, premium,\nwindfall profits, environmental (including taxes under Code section 59A),\ncustoms duties, capital stock, franchise, profits, withholding, social security\n(or similar), unemployment, disability, real property, personal property, \nsales, use, transfer, registration, value added, alternative or add-on minimum,\nestimated, or other tax of any kind whatsoever or any obligation to contribute\nto the payment of Taxes determined on a consolidated, combined or unitary basis\nwith respect to a group of corporations that includes the Sellers and the\nSubsidiaries (the \"Sellers Group\"), including any interest, penalty, or \naddition thereto.\n\n     \"Tax Return\" means any return, declaration, report, claim for refund, or\ninformation return or statement relating to Taxes, including any schedule or\nattachment thereto, and including any amendment thereof.\n\n     \"Transfer Taxes\" shall have the meaning set forth in Section 13.03.\n\n     \"Transition Agreement\" means the Transition Agreement in the form attached\nhereto as Exhibit P.\n\n     \"XTRA Intermodal\" means XTRA Intermodal, Inc., a corporation formed under\nthe laws of the State of Delaware and a wholly-owned subsidiary of Acquiror.\n\n     \"XTRA International\" means XTRA International Ltd., a corporation formed\nunder the laws of the State of Delaware and a wholly-owned subsidiary of\nAcquiror.\n\n     \"XTRA Lease\" means XTRA Lease, Inc., a corporation formed under the laws \nof the State of Delaware and a wholly-owned subsidiary of Acquiror.\n\n     Certain terms used principally in Section 1.07 of this Agreement are\ndefined in that Section.  The plural of any defined term shall have a meaning\ncorrelative to such defined term.\n\n     1.02. Purchase and Sale of Sale Assets; Assumption of Liabilities.  \nSubject to the terms and conditions of this Agreement, at the Closing:\n\n               (a)  The Sellers will sell, transfer, convey, assign and deliver\n     to Acquiror and\/or other entities designated by Acquiror, and Acquiror\n     and\/or such other entities designated by Acquiror shall purchase, acquire\n     and accept from the Sellers, the Sellers' right, title and interest in and\n     to all of the Sale Assets (subject to the Permitted Liens).  It is the\n     intent of the parties that Exhibit A shall include all of the Company's\n     assets used in the Container Operations (other than the Excluded Assets) \n     as of June 28, 1995, including, among other things, all of the marine\n     containers owned or leased by the Company as of June 28, 1995.  The \n     Company will prepare and present not later than two business days prior to \n     the Closing an Exhibit A listing all Containers as of such date and which\n     separately reflects containers added or deleted since March 31, 1995 (the\n     \"Exhibit A\").  To the extent that any of the Company's marine containers \n     do not appear on Exhibit A hereto but are discovered after the Closing \n     Date, and to the extent that the sale of such containers is not otherwise\n     provided for herein, the Company hereby agrees to sell and the Acquiror\n     agrees to purchase such marine containers at a price (the \"Repurchase\n     Price\") equal to the original purchase price of any such containers less\n     depreciation to (i) the Closing Date, if Acquiror had use or possession of\n     such container as of the Closing, or (ii) the date of purchase of such\n     container by Acquiror, if Acquiror did not have use or possession of such\n     container as of the Closing.\n\n               (b)  The Acquiror shall assume and become responsible for all of\n     the Assumed Liabilities.  The parties acknowledge that Acquiror is not\n     assuming any liabilities except the Assumed Liabilities specifically\n     assumed hereunder or assumed pursuant to agreements executed in connection\n     herewith.\n\n     EXCEPT FOR SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS\nAGREEMENT, THE CONTAINERS, THE COMPUTER HARDWARE AND SOFTWARE AND INTELLECTUAL\nPROPERTY RIGHTS OF THE COMPANY AND MNC INCLUDED IN THE SALE ASSETS ARE BEING\nSOLD ON AN \"AS IS, WHERE IS\" BASIS AND THE SELLERS MAKE NO WARRANTIES, EXPRESS\nOR IMPLIED, OF MERCHANTABILITY, FITNESS OR OTHERWISE WITH RESPECT TO THE\nCONTAINERS WHICH EXTEND BEYOND THE AFORESAID SPECIFIC REPRESENTATIONS AND\nWARRANTIES.\n\n     1.03.  Consideration.  Subject to the terms and conditions of this \nAgreement, in reliance on the representations, warranties and agreements of the\nSellers contained herein, and in consideration of the sale, assignment, \ntransfer and delivery of the Sale Assets referred to in Section 1.02\nhereof:\n\n     1.03(a).  Acquiror will deliver, or cause to be delivered, to the Company\nat the Closing (A) $350,000,000, subject to adjustment in accordance with the\nprovisions of Section 1.07 hereof, (B) the Initial Transfer Tax Payment, and \n(C) $7,471,000 (the \"Purchase Price Adjustment Deposit\") (which amount shall be\nconsidered an advance deposit by Acquiror in respect of the purchase price\nadjustment provided for in Section 1.07), which amounts will be paid by wire\ntransfer in immediately available funds to a bank account designated by the\nCompany.\n\n     1.03(b).  The consideration referred to in Section 1.03(a)(A) plus the\nAssumed Liabilities (to the extent taken into account for federal income tax\npurposes) shall be allocated among the Sale Assets set forth on Exhibit A.  In\nthe event of an adjustment to the consideration as a result of the application\nof Section 1.07 hereof, the parties shall, within 30 days following the\nresolution of such adjustment, endeavor to adjust the allocation of\nconsideration in Exhibit A to reflect the revised consideration.  The parties\nagree to prepare all Tax Returns and reports consistently with all allocations\nupon which the parties agree, and not to take an inconsistent Tax position\nwithout the consent of the other party.   None of the consideration referred to\nin Section 1.03(a)(A) shall be allocated to the license referred to in Section\n1.06 of this Agreement.\n\n     1.04.  Assignment and Assumptions of Contracts.  In connection with the \npurchase and sale of the Sale Assets as described in Section 1.02, the Company\nagrees to assign to Acquiror, and Acquiror agrees to assume and perform the \nContainer Leases, the Container Purchase Commitments, the Operating Leases,\nthe Property and Office Leases, the Agency Agreements, the Depot Agreements,\nthe Employment Agreements, the Software Agreements (to which the Company is a\nparty) and the Miscellaneous Commitments. In connection with the sale of the \nSale Assets described in Section 1.02, MNC agrees to assign to Acquiror, and \nwith respect to the Container Leases, cause the MNC Subsidiaries to assign to\nAcquiror, and Acquiror agrees to assume and perform, the Container Leases and \nthe Software Agreements (to which MNC is a party).\n\n     1.05.  Closing 1.05.  Closing.  Subject to the satisfaction or waiver of\nthe conditions to closing set forth in Articles VII and VIII, the Closing of \nthe transactions contemplated by this Agreement will take place at the offices \nof Gibson, Dunn &amp; Crutcher, One Montgomery Street, San Francisco, California on \nJune 30, 1995, at 7:00 A.M., local time, or at such other time and place as may \nbe agreed upon by the parties hereto.\n\n     1.05(a).  At the Closing, (I) the Company will deliver to Acquiror (i) a\nduly executed Bill of Sale; (ii) (intentionally omitted); (iii) a duly executed \ncounterpart of each of the Assignment and Assumption Agreements, the License    \nAgreement, the Non-Competition Agreement and the Transition Agreement; (iv)    \n(intentionally omitted); (v) an assignment of all guarantees, manufacturers'\nwarranties, uncollected warranty claims and letters of credit, if any, relating\nto the Sale Assets (other than letters of credit entered into by the Company in\nconnection with Container Purchase Commitments that are not assumed by the\nAcquiror in connection with the Closing); (vi) executed copies of the consents\nreferred to in Section 8.06 hereof that have been obtained; (vii) the opinions\nof counsel referred to in Section 8.05 hereof; (viii) all such other deeds,\ndocuments, certificates, assignments, agreements and other instruments as, in\nthe reasonable opinion of Acquiror's counsel, are necessary to vest in Acquiror\ngood and marketable title to the Sale Assets; (ix) duly executed stock\nassignments with respect to all of the shares of capital stock of the\nSubsidiaries owned by the Company; and (x) all other previously undelivered\ndocuments required to be delivered by the Sellers to Acquiror at or prior to \nthe Closing in connection with the transactions contemplated by this Agreement, \n(II) MNC will deliver to Acquiror (i) duly executed stock assignments with \nrespect to all of the shares of capital stock of the Foreign Subsidiaries owned\nby MNC; and (ii) a duly executed counterpart of each of the Software Transfer\nAgreement with respect to the Software Agreements to which MNC is a party, the\nAssignment and Assumption of Container Leases, the License Agreement, the \nNon-Competition Agreement and the Office Sublease; and (III) MNC will cause the\nMNC Subsidiaries to deliver to Acquiror duly executed counterparts of the \nAssignment and Assumption of Container Leases.\n\n     1.05(b).  At the Closing, there will be delivered to the Sellers by\nAcquiror (i) a duly executed counterpart of each of the Assignment and\nAssumption Agreements, the License Agreement, the Non-Competition Agreement,\nthe Transition Agreement and the Office Sublease; (ii) the consideration     \nreferred to in Section 1.03(a)(A), the Initial Transfer Tax Payment referred to\nin Section 1.03(a)(B) hereof and the Purchase Price Adjustment Deposit; (iii)\nexecuted copies of the consents referred to in Section 7.07 hereof; (iv) the\nopinions of counsel referred to in Section 7.06 hereof; and (v) all other\npreviously undelivered documents required to be delivered by Acquiror to the\nSellers at or prior to the Closing in connection with the transactions\ncontemplated by this Agreement.\n\n    1.06.  Matson Trademarks and Trade Names.  The Sellers shall grant to \nAcquiror for a maximum period of fifteen years from the date of the Closing, \non a nonexclusive basis without charge, a license to use the name \"Matson\" \nand any derivation thereof or logo,trademark or tradename owned by the Sellers \n(the \"Names\" and \"Marks\") on the Containers included in the Sale Assets or on \nany containers that are acquired by Acquiror following the Closing pursuant to \nthe Container Purchase Commitments or acquired pursuant to Section 5.07 of the \nCompany Disclosure Schedule, to the extent the Names and Marks appear on such \nContainers as of the date of the Closing or the date of purchase by Acquiror \n(with respect to Containers acquired following the Closing pursuant to \nContainer Purchase Commitments or acquired pursuant to Section 5.07 of the \nCompany Disclosure Schedule), as applicable, but only for use so long as the \nNames or Marks remain on such Containers.  Such license shall be substantially \nin the form attached hereto as Exhibit L.  The Sellers shall irrevocably assign\nto Acquiror the prefix \"MLCU\".  Sellers agree that they will not assign or \ngrant during the term of the Non-Competition Agreement the right to use the\nNames and Marks to a purchaser or licensee for use in connection with a\ncontainer leasing business, except to the extent the Company is permitted to\nengage in the Container leasing business pursuant to the Non-Competition\nAgreement.  In the event Acquiror sells any of the Containers to a party other\nthan an Affiliate, it shall remove, at its own expense, the Names and Marks\nfrom such Containers. From and after the Closing, the Acquiror shall cause each\nof the Foreign Subsidiaries to cease the use of the Names and Marks in \nconnection with their respective businesses, and, Acquiror shall use its best\nefforts to cause, within 30 days following the Closing, each of the Foreign\nSubsidiaries to change its corporate name to a name that does not include the\nNames or Marks.  To the extent that there exists any inconsistency between the\nprovisions of this Section 1.06 and the provisions of the License Agreement,\nthe provisions of the License Agreement shall govern.  Acquiror acknowledges\nthat except as contemplated by the License Agreement, any license with respect\nto the Names and Marks between the Sellers, on the one hand, and any\nSubsidiary, on the other hand, shall terminate as of the Closing.\n\n     1.07.  Adjustments to Consideration.\n\n     1.07(a) Preparation of Consolidated Statement of Net Assets.\n\n          (i)  Within 90 days after the Closing Date, Acquiror will prepare and\ndeliver to the Sellers a Consolidated Statement of Net Assets for the Company\nand its subsidiaries as of the close of business on the Closing Date, which\nshall be audited by Arthur Andersen LLP, the independent public accountants of\nAcquiror.\n\n          (ii) If the Company has no objections to the Consolidated Statement\nof Net Assets prepared and delivered by the Acquiror pursuant to Section\n1.07(a)(i), it shall so notify Acquiror, and the Consolidated Statement of Net\nAssets shall become final on the date the Company provides such notice.  If the\nCompany has any objections to the Consolidated Statement of Net Assets\ndelivered by Acquiror, it will deliver a detailed statement describing its\nobjections to the calculation of any item on the Consolidated Statement of Net\nAssets to Acquiror within 30 days after receiving such Consolidated Statement\nof Net Assets.  The Company, and its independent certified public accountants,\nDeloitte &amp; Touche LLP, shall, during the period between the delivery by\nAcquiror of the Consolidated Statement of Net Assets and the final resolution\nof any dispute relating thereto, be permitted to have access to, examine and\nmake copies of all books and records (including but not limited to\ncorrespondence, memoranda, books of account and the like) in the possession of\nAcquiror relating to the Sale Assets and, upon execution of the standard form\nindemnity letter of Arthur Andersen LLP, be permitted to review the working\npapers of Arthur Andersen LLP relating to such Consolidated Statement of Net\nAssets and shall have such access to the Acquiror's and Arthur Andersen LLP's\npersonnel as may be reasonably necessary to permit Deloitte &amp; Touche LLP to\nreview in detail the manner in which such Consolidated Statement of Net Assets\nwas prepared.  Acquiror and Arthur Andersen LLP shall cooperate with the\nCompany and Deloitte &amp; Touche LLP in facilitating such review.  If any matter\ncannot be resolved by the parties within 15 days following delivery of the\nCompany's notice of objection, KPMG Peat Marwick LLP will be retained to\nresolve all remaining objections.  Any determination shall be made by KPMG Peat\nMarwick LLP on the basis of such procedures as it, in its sole judgment, deems\nappropriate and expeditious, taking into account the nature of the issues, the\namount in dispute and the positions asserted by the parties.  KPMG Peat Marwick\nLLP shall not be required to follow any particular rules or procedures (except\nas provided in this Agreement), it being the intention of the parties to create\na flexible, practical and expeditious method for resolving any disagreement\nhereunder.  The parties may submit to such firm any fact or materials which\nthey deem relevant to the determination.  The determination of KPMG Peat\nMarwick LLP will be set forth in writing and will be conclusive, nonappealable\nand binding upon the parties hereto for all purposes.\n\n          (iii)     The parties shall pay the fees and expenses of their\nrespective internal and independent accountants and personnel incurred pursuant\nto this Section 1.07(a).  In the event the parties submit any unresolved\nobjections to KPMG Peat Marwick LLP for resolution as provided in Section\n1.07(a)(ii) above, Acquiror on the one hand and the Company on the other hand\nshall each bear equal responsibility for the fees and expenses of KPMG Peat\nMarwick LLP.\n\n     1.07(b)  Adjustments Resulting From The Consolidated Statements of Net\nAssets.  The consideration described in Section 1.03(a)(A) will be adjusted as\nfollows:\n\n          (i)  if the Net Assets of the Company and its Subsidiaries exceed\n$317,671,000, Acquiror will pay to Sellers an amount equal to such excess (the\n\"Additional Purchase Price Amount\") less an amount equal to the Purchase Price\nAdjustment Deposit, together with interest on the amount of such payment (but\nnot on the Purchase Price Adjustment Deposit) from the Closing Date until the\ndate of such payment at a floating rate of interest equal to the prime rate\nfrom time to time in effect as announced by Bank of America, N.A., by wire\ntransfer or delivery of other immediately available funds within five business\ndays after the date on which the Net Assets of the Company and its subsidiaries\nas reflected on the Consolidated Statement of Net Assets finally are determined\npursuant to Section 1.07(a) above.\n\n          (ii) if (a) the Net Assets of the Company and its Subsidiaries are\nless than $317,671,000, the Sellers will pay to Acquiror an amount equal to\nsuch deficiency plus an amount equal to the Purchase Price Adjustment Deposit,\nor (b) the Additional Purchase Price Amount is less than the Purchase Price\nAdjustment Deposit, the Sellers will pay to Acquiror an amount equal to such\ndeficiency, in each case together with interest on the amount of such payment\nfrom the Closing Date until the date of such payment at a floating rate of\ninterest equal to the prime rate from time to time in effect as announced by\nBank of America, N.A., by wire transfer or delivery of other immediately\navailable funds within five business days after the date on which the Net\nAssets of the Company and its subsidiaries as reflected on the Consolidated\nStatement of Net Assets finally are determined pursuant to Section 1.07(a)\nabove.\n\n     1.08.  Accounts Receivable Proceeds.  The Sellers hereby agree to remit, \nor assign any claims they may have with respect to, and to endorse to Acquiror\nany payment they receive after the Closing in respect of any accounts\nreceivable included in the Sale Assets.\n\n     1.09.  Further Assurances.  Subject to the provisions of Section 8.06, \nafter the Closing, each party hereto shall from time to time, at the request of\nthe other party and without further cost or expense to the other party, execute \nand deliver such other necessary instruments of conveyance and transfer and \ntake such other necessary actions as the other party may reasonably request, \nin order to more effectively consummate the transactions contemplated hereby \nand to vest in the other party good and marketable title to the assets being \ntransferred hereunder (including, without limitation, assistance in the \ncollection or possession of any of such assets being transferred hereunder); \nprovided, however, that nothing in this Section 1.09 shall require either party\nto expend funds, to commence litigation, or to grant or offer any accommodation\n(financial or otherwise) to any third party.\n\n     1.10.  CAVN and Jeuro Leases and Containers.  (a) Acquiror agrees that\nfrom and after the Closing, it will cooperate fully with Sellers and will take\nsuch actions as Sellers may  request in connection with (1) the collection of \nSellers' monetary claims against CAVN and Jeuro for rents, costs of collection \nand all other amounts owing to Sellers on account of Operating Leases and the \nrecovery of containers subject thereto (the \"CAVN and Jeuro Containers\"); and\n(2) the preparation and collection of Sellers' claims under insurance policies\nas the result of losses incurred in connection with the foregoing.  Sellers' \nagree to reimburse Acquiror, within 30 days of invoice therefor from Acquiror, \nfor all out-of-pocket costs and expenses incurred by them at the request of the\nSellers in connection with the foregoing. Acquiror shall promptly pay over to \nthe Sellers any and all amounts that it may receive in respect of the CAVN and\nJeuro Operating Leases.\n\n     (b)  The Sellers agree to reimburse Acquiror, within 30 days of invoice\ntherefor from Acquiror, for all out-of-pocket costs and expenses incurred by\nAcquiror in connection with the recovery of the CAVN and Jeuro Containers,\nincluding, without limitation, all recovery costs, repatriation costs and\nrepair costs with respect thereto, provided, however, that Acquiror shall have\nobtained Sellers' written approval prior to the incurrence of such costs and\nexpenses and, provided, further, that should Sellers' approval of such costs\nand expenses be unreasonably withheld or delayed, Sellers shall repurchase,\nwithin 30 days of invoice therefor from Acquiror, such CAVN and Jeuro Container\nat the net book value of such CAVN and Jeuro Container as of the Closing.\n\n     (c)  Acquiror will deliver to the Company a bill of sale for any CAVN and\nJeuro Container or any other Container for which no value is reflected on the\nConsolidated Statement of Net Assets as finally determined.  If Sellers\neventually recover any such Container, Sellers will sell and Acquiror will\nrepurchase such Container at the Repurchase Price.\n\n     1.11.  Termination of Intercompany Arrangements.  Concurrently with the \nClosing, the Sellers will cause to be terminated all existing contracts and\nagreements (other than Operating Leases), whether written or oral, between any\nSubsidiary, on the one hand, and the Company or MNC, on the other, including, \nwithout limitation, all service agreements and any and all licenses covering\nthe Names or the Marks. Also concurrently with the Closing, the Sellers will\ncause to be terminated the sublease from MNC to the Company of office space \nat 333 Market Street in San Francisco, California.\n\n\n                                   ARTICLE II\n\n                                 RELATED MATTERS\n\n     2.01.  Confidentiality.  Each party hereto will hold and will cause its \nconsultants and advisors to hold in strict confidence,unless compelled to \ndisclose by judicial or administrative process or, in the opinion of its \ncounsel, by other requirements of law, all documents and information concerning\nthe other party furnished it by such other party or its representatives in \nconnection with the transactions contemplated by this Agreement or prepared by\nit in connection with this Agreement and containing such information (except to\nthe extent that such information can be shown to have been (i) previously known\nby the party to which it was furnished, (ii) in the public domain through no \nfault of such party or its directors, officers, employees, agents or advisors, \nor (iii) later lawfully acquired from other sources by the party to which it \nwas furnished), and each party will not release or disclose such information to\nany other person, except its auditors, attorneys, financial advisors, bankers \nand other consultants and advisors in connection with this Agreement who are \nmade aware of the provisions of this Section 2.01.  If the transactions \ncontemplated by this Agreement are not consummated, such confidence shall be \nmaintained except to the extent such information comes into the public domain \nthrough no fault of the party required to hold it in confidence, and such \ninformation shall not be used to the detriment of, or in relation to any \ninvestment in, the other party and all such documents (including copies\nthereof) shall be returned to the other party immediately upon the written\nrequest of such other party.  Each party shall be deemed to have satisfied its\nobligation to hold confidential information concerning or supplied by the other\nparty if it exercises the same care as it takes to preserve confidentiality for\nits own similar information.  In the event that either party is requested or\nbecomes legally compelled (by oral questions,interrogatories, requests for \ninformation or document subpoena, civil investigative demand or similar \nprocess) to disclose any such confidential information, such party will provide\nthe other party with prompt written notice of such request(s) so that the other\nparty may seek a protective order or other appropriate remedy and\/or waive \ncompliance with the provisions of this Section 2.01.  In the event that such \nprotective order or other remedy is not obtained,or that such party waives\ncompliance with the provisions of this Section 2.01, the party that is subject\nto such request agrees that it will furnish only that portion of the \nconfidential information that is legally required and will exercise its best \nefforts to obtain reliable assurances that confidential treatment will be \naccorded to that portion of the confidential information being disclosed.  In \nthe event the Closing does not occur and this Agreement is terminated in \naccordance with Section 12.01, for a period of two years following such \ntermination, neither party will solicit any employee or officer of the other \nparty to leave such employment with the other party.\n\n     2.02.  Access to Books and Records.\n\n     (a)  The Company agrees that for a period equal to the greater of seven\nyears or any applicable statute of limitations after the Closing, during normal\nbusiness hours, it will permit the Acquiror and its auditors and attorneys,\nthrough their authorized representatives, to have access to and examine and \nmake copies of all books and records (including but not limited to \ncorrespondence, memoranda, books of account, tax reports and returns and the \nlike) of the Company relating to the Sale Assets and Container Operations and \nrelating to events occurring prior to the Closing and to transactions or events\noccurring subsequent to the Closing which are related to or arise out of \ntransactions or events occurring prior to such date.\n\n     (b)  The Acquiror agrees that for a period equal to the greater of seven\nyears or any applicable statute of limitations after the Closing, during normal\nbusiness hours, it will permit the Company and its auditors and attorneys,\nthrough its authorized representatives, to have access to and examine and make\ncopies of all books and records (including but not limited to correspondence,\nmemoranda, books of account, tax reports and returns and the like) of the\nCompany relating to the Sale Assets and Container Operations and relating to\nevents occurring prior to the date of the Closing and to transactions or events\noccurring subsequent to the Closing which are related to or arise out of\ntransactions or events occurring prior to such date.\n\n     (c)  Each party will direct its employees to render any assistance which\nthe other party may reasonably request in examining or utilizing records\nreferred to in this Section 2.02.  For a period equal to the greater or seven\nyears or any applicable statute of limitations, each party agrees not to \ndestroy at any time any files or records which are subject to this Section 2.02\nwithout giving reasonable notice to the other party, and within 30 days of \nreceipt of such notice, such other party may cause to be delivered to it the \nrecords intended to be destroyed, at such other party's expense.\n\n\n                                   ARTICLE III\n\n                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS\n\n     Each of the Sellers, jointly and severally, hereby represents, covenants\nand warrants to Acquiror as follows:\n\n     3.01.  Corporate Organization, Etc. Each of the Sellers is a corporation \nduly organized, validly existing and in good standing under the laws of its \nrespective state of incorporation, and has full corporate power and authority, \ndirectly or indirectly, to own the Sale Assets it now owns; and the Company \nis duly qualified or licensed to do business as a foreign corporation in good\nstanding in the jurisdictions listed in Section 3.01 of the Company Disclosure \nSchedule, which are all the jurisdictions in which direct or indirect ownership\nof the Sale Assets or conduct of the Container Operations requires such \nqualification or, if it is not so qualified in any such jurisdiction, it can \nbecome so qualified in such jurisdiction without any material adverse effect \nupon the Sale Assets or Container Operations.\n\n     3.02.  Authorization, Etc.  Each of the Sellers has full corporate power \nand authority to enter into this Agreement and to carry out the transactions \ncontemplated hereby.  Each of the Company and MNC will have taken all corporate\naction (including any necessary vote of its board of directors or stockholders)\nrequired by law, its charter documents, by-laws or otherwise to be taken by it \nto authorize the execution and delivery of this Agreement and the consummation \nof the transactions contemplated hereby, and this Agreement is a valid and \nbinding agreement of each of the Sellers enforceable in accordance with its \nterms, except that (i) such enforcement may be subject to bankruptcy, \ninsolvency, reorganization, moratorium or other similar laws now or hereafter\nin effect relating to creditors' rights and (ii) the remedy of specific \nperformance and injunctive and other forms of equitable relief may be subject\nto equitable defenses and to the discretion of the court before which any \nproceeding therefor may be brought.  No other corporate action by Sellers is\nnecessary to consummate the transactions contemplated hereby and any other\nsubstantially contemporaneous transactions involving the sale of assets when\nconsidered in the aggregate.  Each of the MNC Subsidiaries has full corporate\npower and authority to enter into the Assignment and Assumption of Container\nLeases and to carry out the transactions contemplated thereby.  Each of the MNC\nSubsidiaries has taken all action required by law, its charter documents and\nBylaws or otherwise (including any Board of Director or shareholder action) to\nauthorize the execution and delivery by such MNC Subsidiaries of the Assignment\nand Assumption of Container Leases and the consummation of the transactions\ncontemplated thereby.  The Assignment and Assumption of Container Leases, when\nexecuted and delivered by the MNC Subsidiaries, will be the valid and binding\nagreement of the MNC Subsidiaries, enforceable in accordance with its terms\nexcept that (i) such enforcement may be subject to bankruptcy, insolvency,\nreorganization, moratorium or other similar laws now or hereafter in effect\nrelating to creditors' rights and (ii) the remedy of specific performance and\ninjunctive and other forms of equitable relief may be subject to equitable\ndefenses and to the discretion of the court before which any proceeding \ntherefor may be brought.\n\n     3.03.  No Violation.  Neither the execution and delivery of this Agreement\nnor the consummation of the transactions contemplated hereby will violate any \nprovision of the charter or by-laws of any of the Sellers, any subsidiary of \nthe Company or any MNC Subsidiary, or, except as specified in Section 3.03 of \nthe Company Disclosure Schedule, violate, or be in conflict with, or constitute \na default (or an event which, with notice or lapse of time or both, would \nconstitute a default) under, or result in the termination of, or acceleration \nof the maturity of any debt or obligation pursuant to, or result in the \ncreation or imposition of any security interest, lien or other encumbrance upon\nany of the Sale Assets under, any material agreement or commitment to which any\nof the Sellers, any subsidiary of the Company or any MNC Subsidiary is a party \nor by which any of the Sellers, any subsidiary of the Company or any MNC \nSubsidiary is bound, or to which any of the Sale Assets is subject, or violate \nin any material respect any statute or law or violate any judgment, decree, \norder, regulation or rule of any court or governmental authority.\n\n     3.04.  Financial Statements.  The Company has delivered to Acquiror (a) \nthe audited consolidated balance sheets of the Company and its subsidiaries as \nof December 31, 1994 and 1993, and the related consolidated statements of \nincome, stockholder's equity, and consolidated statements of cash flows for the\ntwo years ended December 31, 1994, certified in each case by Deloitte &amp; Touche\nLLP, independent certified accountants, (the \"Audited Financial Statements\") \nand (b) the unaudited consolidated balance sheet of the Company and its \nsubsidiaries at March 31, 1995, and the related unaudited consolidated \nstatements of income and cash flows for the three-month period then ended.  The\nfinancial information referred to in clause (a) and clause (b) of this Section\n3.04 are collectively referred to in this Agreement as the \"Financial \nStatements\".  The Financial Statements (including the notes thereto) have been\nprepared in accordance with generally accepted accounting principles applied on\na consistent basis through-out the periods covered thereby, and present fairly \nthe financial condition of the Company and its subsidiaries as of such dates \nand the results of operations of the Company and its subsidiaries for the \nperiods specified therein; provided, however, that the Financial Statements for\nthe three-month period ended March 31, 1995 are subject to normal year-end \nadjustments (which will not be material individually or in the aggregate) and \nlack footnotes and other presentation items.\n\n     3.05.  Interim Operations.  Except as reflected on the Financial Statement\nfor the period ended March 31, 1995, since December 31, 1994, the Container \nOperations have been conducted only in the ordinary and usual course of \nbusiness consistent with past practice and there has not been any material \nadverse change in the financial condition of the Container Operations or the \nfinancial condition or results of operations or business of the Company, other\nthan adverse changes, if any, that resulted solely from the announcement of the\ntransactions contemplated by this Agreement. Since March 31, 1995, the Sale \nAssets have not been materially affected in any way as a result of flood, fire, \nexplosion or other casualty (whether or not covered by insurance) or by any \ncustomer or supplier default.  Except as set forth in Section 3.05 of the \nCompany Disclosure Schedule, the Sellers are not aware of any circumstances\nthat, prior to the Closing, have resulted, or would reasonably be expected \nto result in, a material adverse change in the Container Operations.  \nWithout limiting the generality of the foregoing, except as set forth on \nSection 3.05 of the Company Disclosure Schedule, disclosed pursuant to \nSection 3.17, or as set forth below, since March 31, 1995:\n\n          (i) none of the Company and its subsidiaries has sold, leased,\ntransferred, or assigned any of its assets, tangible or intangible, other than\nin the ordinary course of business;\n\n          (ii) none of the Company and its subsidiaries has entered into any\nagreement, contract, lease, or license (or series of related agreements,\ncontracts, leases, and licenses) either involving more than $500,000 or outside \nthe ordinary course of business;\n\n          (iii) no party (including any of the Company and its subsidiaries)\nhas accelerated, terminated, modified, or canceled any agreement, contract,\nlease, or license (or series of related agreements, contracts, leases, and\nlicenses) involving more than $500,000 to which any of the Company and its\nsubsidiaries is a party or by which any of them is bound, except for\nterminations of contracts in accordance with their terms or as contemplated by\nthis Agreement and modifications of agreements in the ordinary course of\nbusiness, none of which (individually or in the aggregate) is materially \nadverse to the Company or the Container Operations;\n\n          (iv) none of the Company and its subsidiaries has delayed or \npostponed the payment of accounts payable and other liabilities, in either case\ntotaling in excess of $500,000 outside the ordinary course of business;\n\n          (v)  none of the Company and its subsidiaries has canceled,\ncompromised, waived, or released any right or claim (or series of related \nrights and claims) other than in the ordinary course of business consistent \nwith past practices;\n\n          (vi) none of the Company and its subsidiaries has experienced any\ndamage, destruction or loss (whether or not covered by insurance) to its\nproperty other than damage, destruction or loss incurred the ordinary course of\nbusiness;\n\n          (vii)     none of the Company and its subsidiaries has entered into\nany employment contract or collective bargaining agreement, written or oral, or\nmodified the terms of any such existing contract or agreement, except for\nemployment arrangements entered into in the ordinary course of business that \nare terminable at will by the Company without penalty;\n\n          (viii)    none of the Company and its subsidiaries has granted any\nincrease in the base compensation of any of its officers or employees, or\nadopted, amended, modified or terminated any bonus, profit-sharing, incentive,\nseverance, or other plan, contract, or commitment for the benefit of any of its\nofficers or employees, or any other change in employment terms for any of its\nofficers and employees;\n\n          (ix) Since May 31, 1995, none of the Company and its Subsidiaries has\ngranted any options to purchase Containers; and\n\n          (x)  none of the Company and its subsidiaries has committed to any of\nthe foregoing.\n\n     3.06.  Title to Properties; Encumbrances.  MNC has or will have as of the \nClosing Date, good, valid and marketable title to the capital stock of the \nForeign Subsidiaries shown as owned by MNC on Exhibit A.  The Company and\/or \nits Subsidiaries and\/or the MNC Subsidiaries, have, or will have as of the \nClosing Date, good, valid and marketable title to, or a valid leasehold \ninterest in, all the Sale Assets and except as set forth in Section 3.06 of the\nCompany Disclosure Schedule, all Sale Assets are free and clear of all title \ndefects, liens, claims, charges, security interests, restrictions on transfer, \nor any other encumbrances of any nature whatsoever including, without \nlimitation, leases, chattel mortgages, conditional sales contracts, collateral \nsecurity arrangements and other title or interest retention arrangements, \nexcept for Permitted Liens. Neither the Company nor any Subsidiary thereof \nowns, or has ever owned, any real property. Each of the Containers has been \nvalidly issued all cargo container prototype test certificates and cargo \ncontainer production certificates.  The representations and warranties in this \nSection 3.06 shall not be deemed to cover any matters relating to Software, \nSoftware Agreements or Intellectual Property Rights, which are the subject of \nSection 3.24.\n\n     3.07.  Contracts and Leases.  Section 3.07 of the Company Disclosure \nSchedule contains an accurate and complete listing of all contracts, leases, \nagreements or understandings, whether written or oral, providing for payments \nor involving the provision of consideration in excess of $100,000 \n(collectively, the \"Commitments\") to which the Company, or any Subsidiary of \nthe Company, is a party which relate to or affect the Sale Assets or by which \nany of the \nSale Assets or any purchaser thereof may be bound or which are included in \nthe Assumed Liabilities.  Except as set forth in Section 3.07 of the Company \nDisclosure Schedule, each Commitment is valid, binding and enforceable in \naccordance with its terms in all material respects, except that (A) such \nenforcement may be limited by bankruptcy, insolvency, reorganization, \nmoratorium, equity of redemption or other similar laws now or hereafter in\neffect relating to creditors' rights generally, and (B) general principles of\nequity, regardless of whether applied in proceedings in equity or at law; and\nthat each Commitment is in full force and effect; there are no existing \nmaterial defaults by the Company, any Subsidiary of the Company or any MNC \nSubsidiary, thereunder; and no event of default has occurred which (whether \nwith or without notice, lapse of time or the happening or occurrence of any \nother event) would constitute a material default by the Company, or any \nSubsidiary of the Company or any MNC Subsidiary, thereunder.  Prior to the \nClosing, Sellers will have delivered to Acquiror true and complete original or \ncopies of, or true and complete descriptions of, all Commitments.  Except as \nset forth in Section 3.07 of the Company Disclosure Schedule, no event has \noccurred under any tax indemnity agreement included in the Sale Assets and\/or \nAssumed Liabilities to which the Company or any MNC Subsidiary is a party \nrelating to the Container Operations (including the Container Leases) which \nwould cause the Company, any Subsidiary of the Company or any MNC Subsidiary to\nincur liability under any such agreement.  The representations and warranties \nin this Section 3.07 shall not be deemed to cover any matters relating to \nSoftware, Software Agreements or Intellectual Property Rights, which are the \nsubject of Section 3.24.\n\n     3.08.  Litigation.  Except as set forth in Section 3.08 of the Company \nDisclosure Schedule, there is no material action, suit, inquiry, proceeding or\ninvestigation by or before any court or governmental or other regulatory or \nadministrative agency or commission pending or, to the knowledge of the \nSellers, threatened against any of the Sellers, any Subsidiary of the Company \nor any MNC Subsidiary, which relates to the Sale Assets or Container \nOperations, or which questions or challenges the validity of this Agreement or \nany action taken or  to be taken by any of the Sellers or any MNC Subsidiary \npursuant to this Agreement or in connection with the transactions contemplated \nhereby.  None of the Sellers, nor any Subsidiary of the Company nor any MNC \nSubsidiary, is subject to any judgment, order or decree entered in any lawsuit \nor proceeding which may have a material adverse effect on the Sale Assets or \nthe Container Operations.\n\n     3.09.  Consents and Approvals of Governmental Authorities.  Except for \nrequirements of the HSR Act and any consents, approvals or authorizations \nrequired to be obtained by the Acquiror solely as a result of the Acquiror's \nparticipation in this transaction, or as set forth in Section 3.09 of the \nCompany Disclosure Schedule, no consent,approval or authorization of any United\nStates, or to the knowledge of the Sellers, foreign, governmental or regulatory\nauthority is required in connection with the execution, delivery and \nperformance of this Agreement by the Sellers or the consummation of the \ntransactions by them contemplated hereby.  Sellers have made all filings which \nare required under the HSR Act.\n\n     3.10.  Consents.  Except as set forth in Section 3.10 of the Company \nDisclosure Schedule, no consent of any person which has not been obtained \n(other than any consents to the assignment of Commitments which are not \nDesignated Commitments) is necessary to the consummation of the transactions by\nthe Sellers and the MNC Subsidiaries contemplated hereby, including, without \nlimitation, consents from parties to loans, contracts, leases or other \nagreements.  The representations and warranties in this Section 3.10 shall not \nbe deemed to cover any matters relating to Software, Software Agreements or \nIntellectual Property Rights, which are the subject of Section 3.24.\n\n     3.11.  Compliance with Law.  Except as set forth in Section 3.11 of the \nCompany Disclosure Schedule, the Container Operations have been conducted in \nall material respects in accordance with all applicable material laws, \nregulations and other requirements of all United States (or to the knowledge of\nthe Sellers, foreign) governmental authorities, and of all states, munici-\npalities and other political subdivisions and agencies thereof, having \njurisdiction over any of the Sellers and any Subsidiary of the Company, or Sale\nAssets, including, without limitation, all such laws, regulations and require-\nments relating to antitrust, consumer protection,currency exchange, equal \nopportunity, health, occupational safety, pension, securities and trading-with-\nthe-enemy matters, except, in each case, such incidents of non-compliance that\nindividually or in the aggregate, would not have a material adverse effect on \nthe Container Operations or would give rise to any liability on the part of the\nAcquiror.  None of the Company, nor any Subsidiary of the Company, has received \nany notification of any asserted present or past failure by the Company, or any \nSubsidiary of the Company, to comply with such laws, rules or regulations, \nexcept, in each case, such incidents of non-compliance that individually or in \nthe aggregate, would not have a material adverse effect on the Container \nOperations or would give rise to any liability on the part of Acquiror.  \nWithout limiting the foregoing, to the knowledge of the Sellers, the Containers\nhave  been manufactured, maintained, repaired and operated and are marked in \naccordance with prevailing industry standards in all material respects.  The \nrepresentations and warranties contained in this Section 3.11 shall not be \ndeemed to cover any matters relating to Environmental Laws or Taxes, which are\nthe subject of Sections 3.16 and 3.19, respectively.\n\n     3.12.  Good Title Conveyed.  The Company and MNC have complete and \nunrestricted power and the unqualified right to sell, assign, transfer and \ndeliver to Acquiror, and upon consummation of the transactions contemplated by \nthis Agreement, Acquiror will acquire, good, valid and marketable title to, or \nvalid leasehold interests in, the Sale Assets, free and clear of all mortgages, \npledges, liens, security interests, encumbrances or charges of any kind, except\nfor Permitted Liens and those listed in Section 3.06 of the Company Disclosure \nSchedule or as contemplated by Section 3.06 and except that all of Sellers' \nrepresentations to the Acquiror in this Agreement regarding title to the \ncapital stock of the Foreign Subsidiaries and the legal requirements of any \nnon-United States jurisdiction applicable to the assignment to the Acquiror of\nthe capital stock of the Foreign Subsidiaries and\/or the effect of \nnon-compliance with such laws, is to the knowledge of the Sellers. The Bill of\nSale and the deeds, endorsements, assignments, other agreements and other \ninstruments to be executed and delivered to Acquiror by the Sellers at the \nClosing will be valid and binding obligations of the Sellers enforceable in \naccordance with their terms, except that (i) such enforcement may be subject to\nbankruptcy, insolvency, reorganization, moratorium or similar laws now or \nhereafter in effect relating to creditors' rights (ii) the remedy of specific \nperformance and injunctive and other forms of equitable relief may be subject \nto equitable defenses and to the discretion of the court before which any \nproceeding therefor may be brought and (iii) except that all of Sellers' \nrepresentations to the Acquiror in this Agreement regarding the validity, \nbinding nature or enforceability of any such documents of assignment to \nAcquiror of the capital stock of the Foreign Subsidiaries, or the legal \nrequirements of any non-United States jurisdiction applicable to the assignment\nto the Acquiror of the capital stock of the Foreign Subsidiaries and\/or the \neffect of non-compliance with such laws, is to the knowledge of the Sellers.  \nThe representations and warranties in this Section 3.12 shall not be deemed to\ncover any matters relating to Software, Software Agreements or Intellectual \nProperty Rights, which are the subject of Section 3.24.\n\n     3.13.  Brokers and Finders.  Neither the Sellers, nor any of their \nsubsidiaries, nor any of their officers, directors or employees has employed \nany broker or finder or incurred any liability for any brokerage fees, \ncommissions or finders' fees in connection with the transactions contemplated \nby this Agreement which could result in any liability being imposed on \nAcquiror.\n\n     3.14.  Insider Interests.  No officer or director of any of the Sellers,\nor any of their subsidiaries, has any material interest in any property, real\nor personal, tangible or intangible, including without limitation, inventions,\npatents, trademarks or trade names, used in or pertaining to the Sale Assets.\n\n     3.15.  Insurance. Section 3.15 of the Company Disclosure Schedule contains\nan accurate and complete description of all forms of insurance owned or held by\nthe Company with respect to any of the Sale Assets.  All such policies are in \nfull force and effect, all premiums with respect thereto covering all periods \nup to and including the Closing Date have been or will be paid, and no notice \nof cancellation or termination has been received with respect to any such \npolicy.\n\n     3.16.  Environmental Matters, Etc. Except as set forth in Section 3.16 of \nthe Company Disclosure Schedule, the Company and each of its Subsidiaries, and\nany currently or formerly leased real properties of the Company and its \nSubsidiaries, is in compliance in all material respects with all United States \nfederal, state, local or, to the knowledge of the Sellers, foreign law, rules, \nregulations or legal requirements relating to (A) releases or threatened \nreleases of Hazardous Substances; (B) the manufacture, handling, transport, \nuse, treatment, storage or disposal of Hazardous Substances or materials \ncontaining Hazardous Substances; or (C)pollution or protection of the \nenvironment or the protection of human health or safety (\"Environmental Laws\"), \nand any other applicable United States federal, state, local or, to the \nknowledge of the Sellers, foreign law, statute, ordinance, code, order, rule, \nregulation, resolution or promulgation, or any order, writ, judgment, \ninjunction, decree, stipulation, determination or award entered by or with \nany governmental authority, or any license, franchise, permit, or similar right\ngranted under any of the foregoing (\"Legal Requirements\"), relating to \nenvironmental, natural resource, or health and safety matters, except such as \nhave not had and will not have a material adverse effect upon the Container \nOperations, business, assets or financial condition of the Company and its \nsubsidiaries considered as a whole, except that the Sellers make no \nrepresentation herein with respect to the compliance with Environmental\nLaws or Legal Requirements by any past or present lessee of Containers, depot\noperator or manufacturer of Containers, including, but not limited to, any\nissues of compliance arising in connection with any such person's (a)\nmanufacture of Containers, (b) storage of Containers, (c) transportation of\nsubstances in Containers and\/or (d) cleaning or repair (or failure to clean or\nrepair) of Containers.  Except as set forth in Section 3.16 of the Company\nDisclosure Schedule, there is no claim, action, cause of action or suit,\narbitration, proceeding or, to the knowledge of the Sellers, investigation by \nor before any governmental authority pending (or to Sellers' knowledge, \nthreatened) against the Company or any of its Subsidiaries, in respect of (i) \nnoncompliance with any Environmental Laws or any such Legal Requirements, (ii)\npersonal injury, wrongful death, other tortious conduct, or the existence of \nany nuisance relating to materials, commodities or products held, used, sold, \ntransferred, manufactured, released or disposed of, or (iii) the presence or \nrelease or threatened release into the environment of any Hazardous Substance \nwhether or not generated by the Company or any of its subsidiaries or located \nat or about or emanating from or to a site included in the premises covered by \nthe Property and Office Leases or any of the property heretofore leased, except\nthat the Sellers make no representation herein with respect to the compliance \nwith Environmental Laws or Legal Requirements by any past or present lessee of\nContainers, depot operator or manufacturer of Containers, including, but not\nlimited to, any issues of compliance arising in connection with any such\nperson's (a) manufacture of Containers (b) storage of Containers, (c)\ntransportation of substances in Containers and\/or (d) cleaning or repair (or\nfailure to clean or repair) of Containers.  To the knowledge of the Sellers, no\nevent has occurred or condition exists or operating practice is being employed\nin the Container Operations that will give rise to any liability, loss, damage,\nclaims, awards, assessments, amounts paid in settlement, fines and penalties,\ncosts and expenses, on the part of the Acquiror either at the present or at any\nfuture time under any Environmental Laws, or otherwise resulting from or\nrelating to the handling, storage, use, transportation or disposal of any\nHazardous Substance by or on behalf of the Sellers, or any subsidiary of the\nCompany, or any of their respective predecessors or otherwise in their\nrespective properties, except that the Sellers make no representation herein\nwith respect to the compliance with Environmental Laws or Legal Requirements by\nany past or present lessee of Containers, depot operator or manufacturer of\nContainers, including, but not limited to, any issues of compliance arising in\nconnection with any such person's (a) manufacture of Containers, (b) storage of\nContainers, (c) transportation of substances in Containers and\/or (d) cleaning\nor repair (or failure to clean or repair) of Containers.\n\n     Neither the Container Operations, nor any of the Sale Assets, are subject\nto, or as a result of the transactions contemplated by this Agreement, would be\nsubject to, the requirements of any Environmental Laws which require notice or\ndisclosure to any governmental agency, cleanup or approval prior to transfer of\nsuch Sale Assets or Container Operations or which would impose liens on such\nAssets, except that the Sellers make no representation herein with respect to\nthe compliance with Environmental Laws or Legal Requirements by any past or\npresent lessee of Containers, depot operator or manufacturer of Containers,\nincluding, but not limited to, any issues of compliance arising in connection\nwith any such person's (a) manufacture of Containers (b) storage of Containers,\n(c) transportation of substances in Containers and\/or (d) cleaning or repair \n(or failure to clean or repair) of Containers.  Section 3.16 of the Company\nDisclosure Schedule lists all environmental audits, inspections, assessments,\ninvestigations or similar reports in the Company or any Subsidiary of the\nCompany's possession or of which the Company or any Subsidiary is aware \nrelating to the Container Operations or compliance of the same with applicable\nEnvironmental Laws.  For purposes of this Section 3.16, the term \"Hazardous\nSubstance\" means any chemical substance, including but not limited to any: (i)\npollutant, contaminant, chemical, raw material, intermediate, product, by-\nproduct, construction debris; (ii) industrial, solid, toxic or hazardous\nsubstances, material or waste, (iii) petroleum or any fraction thereof; (iv)\nasbestos or asbestos-containing material; (v) polychlorinated biphenyls; (vi)\nchlorofluorocarbons; and, (vii) any other substance, material or waste which is\nidentified or regulated under any Environmental Law.\n\n     3.17.  Employees.  The Company has provided to Acquiror (by letter dated \nthe date hereof) an accurate and complete list of all employees employed by the\nCompany and any Subsidiary of the Company in connection with the Container \nOperations (\"Employees\") as of the date hereof setting forth the rate, \ncharacter and amount of any compensation and benefits then payable to each such\nEmployee, including identification of any changes in such terms since March 31,\n1995.\n\n     3.18.  Employee Benefits; ERISA.  No event has occurred that has resulted, \nor could reasonably be anticipated to result, in the assertion of any \nwithdrawal liability or related lien under Title IV of ERISA against any \nSubsidiary or Acquiror.\n\n     3.19.  Taxes.  Except as set forth in Section 3.19 of the Company \nDisclosure Schedule to the knowledge of Seller:\n\n     (a)  Within the applicable time periods therefor (including any valid\nextensions) each of the Subsidiaries and Branches has timely filed (or there \nwas filed on its behalf) all Tax Returns that were required to be filed.  No\nSubsidiary or Branch is delinquent in the payment of any Taxes of such\nSubsidiary or Branch (whether or not shown on any Tax Return).  None of the\nSubsidiaries or Branches currently is the beneficiary of any extension of time\nwithin which to file any Tax Return or pay any Tax.\n\n     (b)  Each of the Subsidiaries and Branches has withheld and paid to the\nappropriate taxing authority all Taxes required to have been withheld and paid\nin connection with amounts paid or owing to any employee, independent\ncontractor, creditor, stockholder, or other third party.\n\n     (c)  There is no dispute or claim concerning any Tax liability of the\nSubsidiaries or Branches either (A) claimed or raised by any taxing authority \nin writing or (B) as to which Sellers and any director, officer or employee\nresponsible for Tax matters of the Sellers has knowledge based upon personal\ncontact with any agent of such taxing authority, which, if adversely determined,\nwould have a material adverse effect on the Container Operations.  Section 3.19\nof the Company Disclosure Schedule lists all Tax Returns of the Subsidiaries or\nthe Branches that are currently the subject of audit and indicates those\njurisdictions in which the Company, the Subsidiaries and Branches currently \nfile consolidated, combined or unitary Tax Returns.\n\n     (d)  None of the Subsidiaries or Branches has waived any statute of\nlimitations in respect of Taxes nor agreed to any extension of time with \nrespect to a Tax assessment or deficiency. Other than as listed in Section 3.19\nof the Sellers Disclosure Schedule, there are no powers of attorney with \nrespect to Taxes of the Subsidiaries or Branches currently in force.\n\n     (e)  There are no tax sharing agreements between any of the Subsidiaries\nand the Sellers.\n\n     3.20. Prohibited Foreign Trade Practices Act; Sensitive Payments.  To the\nknowledge of the Sellers, the Company and its Subsidiaries are in compliance \nwith the Prohibited Foreign Trade Practices Act with the respect to the \nContainer Operations, and have no \"sensitive\" receipts or disbursements, which \nare defined to mean the following types of transactions: (i) illegal receipts \nfrom or payments to governmental officials or employees; (ii) commercial bribes\nor a kickbacks; (iii) amounts disbursed or received with an understanding that\nrebates or refunds will be made in contravention of the laws of any nation or\nother jurisdiction; (iv) illegal political contributions; or (v) payments of\ncommitments, regardless of form, made with the knowledge or under circumstances\nthat would indicate that all or part thereof is to be paid ultimately to or for\nthe benefit of governmental officials or employees or as an influence payment \nor kickback.\n\n     3.21.  Subsidiaries.  Section 3.21 of the Company Disclosure Schedule sets\nforth for each Subsidiary of the Company (i) its name and jurisdiction of \nincorporation and (ii) the number of issued and outstanding shares of its \ncapital stock, the name of each holder thereof and the number of shares held by\neach such holder.  PICC and, to the Sellers' knowledge, each Foreign Subsidiary\nlisted on the Company Disclosure Schedule is a corporation duly organized, \nvalidly existing and in good standing under the laws of the jurisdiction of its\nincorporation.  PICC and, to the Sellers' knowledge, each Foreign Subsidiary is\nduly authorized to conduct business and is in good standing under the laws of \neach jurisdiction where such qualification is required, except where the \nfailure to be so qualified would not have a material adverse effect on the \nContainer Operations.  PICC and, to the Sellers' knowledge, each Foreign \nSubsidiary has full corporate power and authority and all licenses, permits, \nand authorizations necessary to carry on the business in which it is engaged \nand to own and use the properties owned, leased and used by it, except where \nthe absence of the license, permit or authorization would not have a material \nadverse effect on the Container Operations.  Sellers have delivered to Acquiror\ncorrect and complete copies of the charter and by-laws, or other constituent \ndocuments, of each Subsidiary of the Company, as amended to date.  All of the \nissued and outstanding shares of capital stock of PICC and, to the Sellers' \nknowledge, each Foreign Subsidiary have been duly authorized and are validly \nissued, fully paid and nonassessable.  Except as set forth in Section 3.17 of \nthe Company Disclosure Schedule, one or both of the Sellers, or a direct \nSubsidiary of the Company, holds of record and owns beneficially all of the \noutstanding shares of PICC and, to the Sellers' knowledge, each Foreign \nSubsidiary, free and clear of any restrictions on transfer, taxes, security \ninterest, options, warrants, purchase rates, contracts, commitments, equities, \nclaims, and demands.  There are no outstanding or authorized options, warrants,\npurchase rights, subscription rights, conversion rights, exchange rights or \nother contracts or commitments that would require any of PICC or, to the \nSellers' knowledge, the Foreign Subsidiaries of the Company to sell, transfer, \nor otherwise dispose of any capital stock of any of PICC or, to the Sellers' \nknowledge, the Foreign Subsidiaries or that could require PICC or, to the \nSellers' knowledge, any Foreign Subsidiary to issue, sell, or otherwise cause \nto become outstanding any of its own capital stock (other than this Agreement).\nThere are no outstanding stock appreciation, phantom stock, profit \nparticipation or similar rights with respect to PICC or, to the Sellers'\nknowledge, any Foreign Subsidiary.  Except as set forth in Section 3.21 of the\nCompany Disclosure Schedule, there are no voting trust, proxies or other \nagreements or understandings with respect to the voting of any capital stock of\nPICC or, to the Sellers' knowledge, any Foreign Subsidiary.  The minute books, \nthe stock certificate books, and the stock record books of PICC and, to the \nSellers' knowledge, the Foreign Subsidiary are correct and complete in all \nmaterial respects.  Neither PICC nor, to the Sellers' knowledge, any of the \nForeign Subsidiaries is in default under or in violation of any provision of \nits charter or bylaws, except where the default or violation would not have a \nmaterial adverse effect on the Container Operations.  Neither the Company nor \nany Subsidiaries of the Company controls directly or indirectly or has any \ndirect or indirect equity participation in any corporation, partnership, trust\nor other business association which is not a Subsidiary, direct or indirect, of\nthe Company.\n\n     3.22.  Condition of Containers.  Exhibit A correctly and completely sets \nforth, with respect to each container included thereon, the name of \nmanufacturer, the year of acquisition, dimensions, number of units, original \ncost and accumulated depreciation.  At the Closing Date, each Container will be\nin a condition which complies in all material respects with applicable industry\nstandards sufficient to allow such Container to be used in the Container \nOperations, or will be subject to an Operating Lease which requires such \nContainer to be in a condition substantially equivalent to such standards upon\ndelivery at termination or expiration of such Operating Lease. All of the \nContainers were newly manufactured when originally purchased by the Company.\n\n     3.23.  Purchase Option; Operating Lease Agreements.   Except as set forth\nin Section 3.23 of the Company Disclosure Schedule and except for Permitted \nLiens, the Sellers are exclusively entitled to possess (a) at the date hereof,\nthe Containers which are not currently on lease to customers and (b) at the \nexpiration of the relevant Operating Leases, the Containers currently subject\nto Operating Leases.  Except as set forth in Section 3.23 of the Company's \nDisclosure Schedule, there are no options to purchase any Containers or rights\nof renewal with respect to any Operating Lease.\n\n     3.24.  Software; Intellectual Property.   To the Sellers' knowledge, the \nSellers have good, valid and marketable title to the Software.  To the Sellers'\nknowledge, the Sellers have complete and unrestricted power and the unqualified\nright to sell, assign, transfer and deliver to Acquiror, and, to the Sellers' \nknowledge, upon consummation of the transaction contemplated by this Agreement,\nAcquiror will acquire good, valid and marketable title to the Software and the\nSoftware Agreements, free and clear of all mortgages, pledges, liens, security \ninterests, encumbrances or charges of any kind, except for Permitted Liens.  \nThe Sellers have established procedures designed to ensure that (i) any \nSoftware developed by or on behalf of the Sellers did not infringe on the \nintellectual property rights of third parties, and (ii) the Sellers received \ngood, valid and marketable title to all Software developed on their behalf, \nfree and clear of any adverse claims or rights; and, to the Sellers' knowledge,\nsuch procedures have been followed.\n\n\n                                   ARTICLE IV\n\n                   REPRESENTATIONS AND WARRANTIES OF ACQUIROR\n\n     Acquiror hereby represents, covenants and warrants to the Sellers as\nfollows:\n\n     4.01.  Corporate Organization.  Acquiror is a corporation duly organized, \nvalidly existing and in good standing under the laws of the State of Maine.  \nEach of the Acquiror Entities is a corporation duly organized, validly existing\nand in good standing under the laws of the jurisdiction in which it was \norganized.\n\n     4.02.  Authorization, Etc.  Acquiror has full corporate power and \nauthority to enter into this Agreement and to carry out the transactions \ncontemplated hereby.  The Board of Directors of Acquiror has taken all action \nrequired by law, its Certificate of Incorporation and By-Laws or otherwise to \nauthorize the execution and delivery of this Agreement and the consummation of\nthe transactions contemplated hereby, and this Agreement has been duly executed\nand delivered and is a valid and binding agreement of Acquiror enforceable in \naccordance with its terms except that (i) such enforcement may be subject to \nbankruptcy, insolvency, reorganization, moratorium or other similar laws now or\nhereafter in effect relating to creditors' rights and (ii) the remedy of \nspecific performance and injunctive and other forms of equitable relief may be \nsubject to equitable defenses and to the discretion of the court before which \nany proceeding therefor may be brought.  Each of the Acquiror Entities has full\ncorporate power and authority to enter into the Assignment and Assumption \nAgreement to which it will be a party and to carry out the transactions \ncontemplated thereby.  The Board of Directors of each of the Acquiror Entities \nhas taken all action required by law, its charter documents and Bylaws or \notherwise to authorize the execution and delivery by such Acquiror Entity of \nthe Assignment and Assumption Agreement to which it will be a party and the \nconsummation of the transactions contemplated thereby.  The Assignment and \nAssumption Agreements, when executed by the Acquiror Entities, will be valid \nand binding agreement of the Acquiror Entities party thereto, enforceable in \naccordance with their terms except that (i) such enforcement may be subject to\nbankruptcy, insolvency, reorganization, moratorium or other similar laws now or\nhereafter in effect relating to creditors' rights and (ii) the remedy of \nspecific performance and injunctive and other forms of equitable relief may be \nsubject to equitable defenses and to the discretion of the court before which \nany proceeding therefor may be brought.\n\n     4.03.  No Violation.  Neither the execution and delivery of this Agreement\nnor the consummation of the transactions contemplated hereby will violate any \nprovisions of the Certificate of Incorporation or By-Laws of Acquiror or any of\nthe Acquiror Entities, or violate, or be in conflict with, or constitute a \ndefault (or an event which, with notice or lapse of time or both, would \nconstitute a default) under, or result in the termination of, or accelerate the\nperformance required by, or cause the acceleration of the maturity of any debt\nor obligation pursuant to, or result in the creation or imposition of any \nsecurity interest, lien or other encumbrance upon any property or assets of \nAcquiror or any of the Acquiror Entities under, any material agreement or \ncommitment to which Acquiror or any of the Acquiror Entities is a party or by \nwhich Acquiror or any of the Acquiror Entities is bound, or to which the \nproperty of Acquiror or any of the Acquiror Entities is subject, or violatein \nany material respect any statute or law or any judgment, decree, order, \nregulation or rule of any court or governmental authority.\n\n     4.04.  Consents and Approvals of Governmental Authorities.  Except for \nrequirements of the HSR Act, no consent, approval or authorization of any \ngovernmental or regulatory authority is required in connection with the \nexecution, delivery and performance of this Agreement by Acquiror or the \nconsummation of the transactions by it contemplated hereby.\n\n     4.05.  Litigation.   There is no material action, suit, inquiry, \nproceeding or investigation by or before any court or governmental or other \nregulatory or administrative agency or commission pending or, to the knowledge \nof Acquiror, threatened against Acquiror or any subsidiary which questions or \nchallenges the validity of this Agreement or any action taken or to be taken by\nAcquiror or any of the Acquiror Entities pursuant to this Agreement or in \nconnection with the transactions by Acquiror or any of the Acquiror Entities \ncontemplated hereby.\n\n     4.06.  Consents.   No consent of any person is necessary to the \nconsummation of the transactions by Acquiror or any of the Acquiror Entities \ncontemplated hereby, including, without limitation, consents from parties to \nloans, contracts, leases or other agreements and consents from governmental \nagencies, whether federal, state or local.\n\n     4.07.  Brokers and Finders.  Neither Acquiror nor any of the Acquiror \nEntities nor any of their officers, directors or employees has incurred any \nliability for any brokerage fees, commissions or finders' fees in connection \nwith the transactions contemplated by this Agreement which could result in any \nliability being imposed on Sellers.\n\n     4.08.  Availability of Funds.  As of the Closing, Acquiror will have cash \navailable or existing borrowing facilities which together are sufficient to \nenable it to consummate the transactions contemplated by this Agreement.\n\n                                    ARTICLE V\n\n                            COVENANTS OF THE SELLERS\n\n     MNC and\/or the Company, as applicable, hereby covenants and agrees with\n     Acquiror:\n\n     5.01.  Full Access.  The Company shall afford to Acquiror, its counsel, \naccountants and other representatives full access prior to the Closing Date to\nthe depots, offices, properties, books and records of  the Sellers in order \nthat Acquiror may have full opportunity to make such investigations as it shall\ndesire to make of the affairs of the Company with respect to the Sale Assets \nand Container Operations; provided, however, that any such investigation shall\nbe conducted in such a manner as not to interfere unreasonably with the \noperation of the business of the Company.\n\n     5.02.  Consents.  Each Seller will use its best efforts, and will cause \nthe subsidiaries of the Company to use their best efforts, to obtain, prior to\nthe Closing, all consents necessary to be obtained by the Sellers, or any \nsubsidiary of the Company, in connection with the consummation of the \ntransactions contemplated hereby; provided, however, that such best efforts \nshall not include any requirement to expend funds, to commence litigation or to\ngrant or offer any accommodation (financial or otherwise) to any third party.  \nThe Company covenants that the Commitments designated by an asterisk on \nSchedule 3.07 (the \"Designated Commitments\") will be transferred and assigned \nto the Acquiror on the Closing Date and that the Company, or one or more of its\nSubsidiaries, as applicable, will have obtained, as of the Closing Date, all \nconsents necessary to assign to the Acquiror the Designated Commitments without\ncausing any default, acceleration or termination under any such Designated \nCommitment; provided, however, that the Sellers shall have no liability to \nAcquiror for breach of this Agreement for failure to obtain any of the \nforegoing consents (other than as may be provided in Article XI for any breach\nof any of the representations and warranties set forth in Article III), it \nbeing agreed that the procurement of such consents is a condition to closing \nonly, provided that Sellers have complied with the first sentence of this \nSection 5.02.  All such consents will be in writing, and executed counterparts\nthereof will be delivered to Acquiror at or prior to the Closing.\n\n     5.03.  Supplements to Company Disclosure Schedule.  From time to time \nprior to the Closing, the Sellers will notify Acquiror of changes to the \nCompany Disclosure Schedule of which they become aware with respect to any \nmatter hereafter discovered or arising which, if existing or occurring at the \ndate of this Agreement, would have been required to be set forth or described \nin the Company Disclosure Schedule.  No such disclosure relating to the Company\nDisclosure Schedule shall be deemed to cure any breach of any representation of\nor warranty made in this Agreement unless Acquiror specifically agrees thereto\nin writing.\n\n     5.04.  Covenant to Satisfy Conditions.  Each Seller will use its best \nefforts to insure that the conditions set forth in Article VIII hereof are \nsatisfied, insofar as such matters are within its control, provided, however, \nthat such best efforts shall not include any requirement to expend funds, to \ncommence litigation or to grant or offer any accommodation (financial or \notherwise) to any third party. \n\n     5.05.  Certificates.  At the Closing, each Seller will furnish Acquiror \nwith such certificates of its officers and others to evidencecompliance with \nthe covenants set forth in this Article V as may be reasonably requested by \nAcquiror.\n\n     5.06.  HSR Act Filings.  The Sellers will make all filings required to be \nmade pursuant to the HSR Act in connection with the transactions contemplated \nby the Agreement and will furnish to Acquiror such necessary information and \nreasonable assistance as Acquiror may request in connection with its \npreparation of necessary filings or submissions under provisions of the HSR \nAct.  The Sellers will supply Acquiror copies of all correspondence, filings or\ncommunications (or memoranda setting forth the substance thereof) between any \nof the Sellers or their representatives, on the one hand, and the Federal Trade\nCommission, the Antitrust Division of the U.S. Department of Justice or any \nother governmental agency or authority or members of their respective staffs on\nthe other hand, with respect to this Agreement or the transactions contemplated\nhereby, other than confidential or proprietary information therein.\n\n     5.07.  Container Acquisitions.  Between the date hereof and the Closing, \nthe Company shall be entitled but not required, to expend, subject to the \napproval of the Company's Board of Directors, up to a maximum amount of $21.6 \nmillion in accordance with the Company's container purchase plans as set forth \nin Section 5.07 of the Company Disclosure Schedule.\n\n     5.08.  Insurance.  Upon the payment by Acquiror of any fee required by any\ninsurance carrier, Acquiror shall be named as an additional insured party on \nall insurance policies regarding the Sale Assets and Container Operations, but \nonly with respect to liabilities to third parties arising prior to the Closing.\nThe Sellers shall notify the Acquiror of any fees required by any insurance \ncarrier pursuant to the preceding sentence.\n\n\n                                   ARTICLE VI\n\n                              COVENANTS OF ACQUIROR\n\n     Acquiror hereby covenants and agrees with the Sellers:\n\n     6.01.  Supplements to Acquiror Disclosure Schedule.  From time to time \nprior to the Closing, Acquiror will notify the Company of any changes to the \nAcquiror Disclosure Schedule known to Acquiror with respect to any matter \nhereafter discovered or arising which, if existing or occurring at the date of \nthis Agreement, would have been required to be set forth or described in the \nAcquiror Disclosure Schedule.  No such disclosure relating to the Acquiror \nDisclosure Schedule made pursuant to this Section shall be deemed to cure any \nbreach of any representation of or warranty made in this Agreement unless the \nCompany specifically agrees thereto in writing.\n\n     6.02.  Covenant to Satisfy Conditions.  Acquiror will use its best efforts\nto ensure that the conditions set forth in Article VII hereof are satisfied, \ninsofar as such matters are within the control of Acquiror provided, however, \nthat such best efforts shall not include any requirement to expend funds, to \ncommence litigation, or to grant or offer any accommodation (financial or \notherwise) to any third party.\n\n     6.03.  Certificates.  At the Closing Acquiror will furnish the Sellers \nwith such certificates of its officers and others to evidence compliance with \nthe covenants set forth in this Article VI as may be reasonably requested by \nthe Company.\n\n     6.04.  HSR Act Filings.  Acquiror will make all filings required to be \nmade pursuant to the HSR Act in connection with the transactions contemplated \nby the Agreement and will furnish to the Sellers such necessary information and\nreasonable assistance as the Sellers may request in connection with their \npreparation of necessary filings or submissions under provisions of the HSR \nAct.  Acquiror will supply the Sellers copies of all correspondence, filings or\ncommunications (or memoranda setting forth the substance thereof) between \nAcquiror or its representatives, on the one hand, and the Federal Trade \nCommission, the Antitrust Division of the U.S. Department of Justice or any \nother governmental agency or authority or members of their respective staffs \non the other hand, with respect to this Agreement or the transactions \ncontemplated hereby, other than confidential or proprietary information \ntherein.\n\n     6.05.  Consents.  Acquiror will use its best efforts to obtain, prior to \nthe Closing, all consents necessary to be obtained by Acquiror in connection \nwith the consummation of the transactions contemplated by this Agreement \nprovided, however, that such best efforts shall not include any requirement to \nexpend funds, to commence litigation, or to grant or offer any accommodation \n(financial or otherwise) to any third party.  All such consents will be in \nwriting and executed counterparts thereof will be delivered to the Company at \nor prior to the Closing.\n\n     6.06.  Other Agreements.  Acquiror shall deliver to the Sellers on the \nClosing Date executed counterparts of the agreements and documents set forth in\nSection 1.05(b).\n\n     6.07.  Substitute Letters of Credit.  On or prior to the Closing, Acquiror\nshall either assume existing letters of credit tendered by the Company to the \nthird parties that are parties to the Container Purchase Commitments or tender\nsubstitute letters of credit (to the extent letters of credit are required \nunder such contracts).  To the extent that any such letters of credit of the \nCompany are not assumed by Acquiror, Acquiror shall take all actions that are \nnecessary in order to obtain the release of any letters of credit tendered by \nthe Company pursuant to such Container Purchase Commitments.\n\n     6.08.  Insurance.  Upon the payment by the Company or MNC of any fee \nrequired by any insurance carrier, the Company and MNC shall be named as an \nadditional insured party on all insurance policies regarding the Sale Assets \nand Container Operations, but only with respect to liabilities to third parties\narising after the Closing Date so long as the Names and Marks remain on the \nContainers.  Acquiror shall notify the Sellers of any fees required by any \ninsurance carrier pursuant to the preceding sentence.\n\n     6.09.  Post Closing Financial Statements.  If the Closing occurs on or \nbefore June 30, 1995, on or before the close of business on July 17, 1995, \nAcquiror will use reasonable efforts to prepare and deliver to the Sellers \nconsolidated and consolidating financial statements for the Company and its \nSubsidiaries, including balance sheets, income statements and cash flow \nstatements, for the six month period ended June 30, 1995, all prepared in \naccordance with generally accepted accounting principles and on a basis \nconsistent with similar statements prepared by the Company for the year ended \nDecember 31, 1994.  The Sellers acknowledge and agree that the Acquiror has \nagreed to prepare and deliver such financial statement solely as an \naccommodation to Sellers and that Acquiror shall bear no liability with respect\nto, nor any responsibility for, the accuracy, adequacy or sufficiency of such \nfinancial statements for any purpose, nor the Sellers' use of such financial \nstatements, including the Sellers' inclusion of such financial statements in \nthe consolidated and consolidating financial statements of the Sellers' Group \nor Alexander &amp; Baldwin, Inc., a Hawaii corporation, and, notwithstanding \nanything herein to the contrary, Sellers agree to immediately indemnify \nAcquiror against any Damages (as defined in Article XI) resulting from the \npreparation and delivery of such financial statements or the use thereof by \nSellers.\n\n     6.10.  Performance of Certain Obligations by Acquiror After Closing Date.\nOn and after the Closing Date, Acquiror shall, or shall cause its designated \nsubsidiaries to, duly, promptly and faithfully pay, perform and discharge when \ndue, all obligations and liabilities under the Assumed Liabilities.\n\n\n                                   ARTICLE VII\n\n                  CONDITIONS TO THE OBLIGATIONS OF THE SELLERS\n\n     Each and every obligation of the Sellers under this Agreement to be\nperformed on or before the Closing shall be subject to the satisfaction, on or\nbefore the Closing, of each of the following conditions, unless waived in\nwriting by the Company:\n\n     7.01.  Representations and Warranties True.  The representations and \nwarranties contained in Article IV hereof and in all certificates delivered and\nto be delivered by Acquiror or the Acquiror Entities to the Sellers or their \nrepresentatives pursuant hereto or in connection with the transactions \ncontemplated hereby shall be in all material respects true, complete and \naccurate as of the date when made and as of the Closing as though such \nrepresentations and warranties were made at and as of such date, except for \nchanges expressly permitted or contemplated by the terms of this Agreement.\n\n     7.02.  Performance.  Acquiror shall have performed and complied with all \nagreements, obligations and conditions required by this Agreement to be \nperformed or complied with by it on or prior to the Closing.\n\n     7.03.  HSR Act Waiting Periods; No Governmental Proceeding or Litigation.\nAll waiting periods applicable to the transactions contemplated hereby with \nrespect to the Sale Assets under the HSR Act shall have expired or been \nterminated.  No suit, action or other proceeding by any governmental body shall\nhave been instituted or threatened which questions in any material way the \nvalidity or legality of the transfer of the Sale Assets.\n\n     7.04.  No Litigation.  On the Closing Date, there shall be no litigation \npending or, to the knowledge of the Sellers, threatened, which challenges or \nquestions the validity or legality of the execution and delivery of this \nAgreement or the other documents, instruments or agreements required to be \nexecuted or delivered pursuant hereto or which, if adversely determined, would \nmaterially adversely affect the right, power and authority of the Sellers to \nconsummate the transactions contemplated hereby, or which imposes any \nconditions on the consummation of the transactions contemplated hereby which \nthe Sellers deem unacceptable in their sole discretion.\n\n     7.05.  Certificates.  Acquiror shall have furnished the Sellers with such \ncertificates of its officers and others to evidence compliance with the \nconditions set forth in this Article VII as may be reasonably requested by the \nSellers.\n\n     7.06.  Opinion of Acquiror's Counsel.  Acquiror shall have delivered to \nthe Sellers an opinion of Ropes &amp; Gray, counsel to Acquiror, dated as of the \nClosing Date, substantially in the form attached hereto as Exhibit S, and an \nopinion of James R. Lajoie, General Counsel of Acquiror, dated as of the \nClosing Date, in substantially the form attached hereto as Exhibit X.\n\n     7.07.  Consents Obtained.  All necessary consents referred to in Sections \n4.02, 4.03, 4.04 and 4.06 shall have been obtained.\n\n     7.08.  Other Agreements.  Acquiror shall deliver to the Sellers on the \nClosing Date executed counterparts of the agreements and documents set forth in\nSection 1.05(b).\n\n     7.09.  Opinion  of Morgan, Lewis &amp; Bockius.  The Sellers shall have \nreceived an opinion to Morgan, Lewis &amp; Bockius, dated as of the Closing Date, \nsubstantially in the form attached hereto as Exhibit T.\n\n     7.10.  Release of Letters of Credit.  All letters of credit tendered on \nbehalf of the Company pursuant to Container Purchase Commitments shall have \nbeen released, extinguished, or assumed by Acquiror.\n\n\n                                  ARTICLE VIII\n\n                      CONDITIONS TO OBLIGATIONS OF ACQUIROR\n\n     Each and every obligation of Acquiror under this Agreement to be performed\non or before the Closing shall be subject to the satisfaction, on or before the\nClosing, of each of the following conditions, unless waived in writing by\nAcquiror:\n\n     8.01.  Representations and Warranties True.  The representations and \nwarranties contained in Article III hereof, the Company Disclosure Schedule and\nin all certificates delivered and to be delivered by the Sellers to Acquiror or\nits representatives pursuant hereto or in connection with the transactions \ncontemplated hereby shall be in all material respects true, complete and \naccurate as of the date when made and as of the Closing as though such \nrepresentations and warranties were made at and as of such date, except for \nchanges expressly permitted or contemplated by the terms of this Agreement.\n\n     8.02.  Performance.  The Sellers shall have performed and complied with \nall agreements, obligations and conditions required by this Agreement to be \nperformed or complied with by it on or prior to the Closing.\n\n     8.03.  HSR Act Waiting Periods; No Governmental Proceeding or Litigation.\nAll waiting periods applicable to the transactions contemplated hereby with \nrespect to the Sale Assets under the HSR Act shall have expired or been \nterminated.  No suit, action or other proceeding by any governmental body shall\nhave been instituted or threatened which questions in any material way the \nvalidity or legality of the transfer of the Sale Assets.\n\n     8.04.  No Litigation.  On the Closing Date, there shall be no litigation \npending or, to the knowledge of Acquiror, threatened, which challenges or \nquestions the validity or legality of the execution and delivery of this \nAgreement or the other documents, instruments or agreements required to be \nexecuted or delivered pursuant hereto or which, if adversely determined, would \nmaterially adversely affect the right, power and authority of Acquiror to \nconsummate the transactions contemplated hereby, or which imposes any \nconditions on the consummation of the transactions contemplated hereby or\nadversely affects the right of Acquiror to own the Sale Assets, to operate the\nContainer Operations or to control the Subsidiaries of the Company, which the\nAcquiror deems unacceptable in its sole discretion.\n\n     8.05.  Opinion of the Sellers' Counsel.  The Sellers shall have delivered \nto Acquiror the opinion of Gibson, Dunn &amp; Crutcher, counsel to the Sellers, \ndated as of the Closing Date, substantially in the form attached hereto as \nExhibit U, and an opinion of Kevin C. O'Rourke, General Counsel of MNC, dated \nas of the Closing Date, in substantially the form attached hereto as Exhibit Y.\n\n     8.06.  Consents Obtained.  All necessary consents referred to in Sections \n3.09 and, with respect to the Designated Commitments, 3.10, shall have been \nobtained.  The Acquiror acknowledges and agrees that, except to the extent \nprovided in the first sentence of Section 5.02, the Sellers shall not have any \nliability whatsoever to the Acquiror arising out of or relating to the failure \nto obtain any consents that may be required for the assignment of any \nCommitment to the Acquiror or because of the default, acceleration or \ntermination of any Commitment as a result thereof, it being understood that the\nprocurement of such consents is a condition to closing only.  With respect to \nany Commitment, other than a Designated Commitment, that cannot be assigned to \nthe Acquiror without resulting in a default, acceleration or termination \nthereof, the Company, at the Acquiror's request, shall perform its obligations \nas agent for the benefit of the Acquiror under any such Commitment for the \nremaining term of any such Commitment and the Acquiror agrees to reimburse the \nCompany for any and all reasonable costs and expenses incurred by the Company \nin the performance of said obligations on behalf of the Acquiror.\n\n     8.07.  Other Agreements.  The Company shall deliver to Acquiror on the \nClosing Date executed counterparts of the agreements and documents set forth in\nSection 1.05(a)(I) and MNC shall deliver to Acquiror on the Closing Date \nexecuted counterparts of the agreements and documents set forth in Section \n1.05(a)(II) and MNC shall cause the MNC Subsidiaries to deliver to Acquiror on \nthe Closing Date duly executed counterparts of the Assignment and Assumption of\nContainer Leases.\n\n     8.08.  Opinion of Morgan, Lewis &amp; Bockius.  The Acquiror shall have \nreceived an opinion of Morgan, Lewis &amp; Bockius, dated as of the Closing Date, \nsubstantially in the form attached hereto as Exhibit T.\n\n     8.09.  FIRPTA Certificate.  Acquiror shall have received from the Sellers \na certificate of non-foreign status under Treas.  Reg. Section1-1445-2(b)(2) in\nform and substance reasonably satisfactory to the Acquiror.\n\n     8.10.  Certificates.  Sellers shall have furnished the Acquiror with such\ncertificates of its officers and others to evidence compliance with the\nconditions set forth in this Article VIII as may be reasonably requested by\nAcquiror.\n\n\n                                   ARTICLE IX\n                                        \n                             (INTENTIONALLY OMITTED)\n                                        \n                                        \n                                    ARTICLE X\n                                        \n                                    EMPLOYEES\n\n     10.01.  Offer of Employment.  Acquiror shall, effective as of the Closing,\noffer to employ beginning on the Closing Date all of the Employees at no less \nthan current base salary and at their current locations, but subject to such \nother benefits, terms and conditions of employment as Acquiror may determine, \nprovided that such other benefits, terms and conditions of domestic employees \nare no less favorable than those that Acquiror provides to its current \nemployees; and provided further that for purposes of Acquiror's welfare and \nbenefit plans, Acquiror shall waive all pre-existing condition exclusions and \nwill give the Employees credit for years of service with the Company.  Subject \nin each case to Section 10.02 below, Acquiror shall bear and discharge any and \nall of such liability in respect of the employment (or termination thereof) of \nthe Employees from and after the Closing.  Acquiror shall indemnify and save \nharmless Sellers from and against any and all losses, damages, expenses, \nliabilities, claims and demands whatsoever made or brought against Sellers by \nany Employee who accepts Acquiror's offer of employment or by any federal, \nstate or local governmental authority which in any way pertains to or arises \nout of such liability including, any interest, award, judgement or penalty \nrelating thereto and any costs or expenses incurred by Sellers in defending any\nsuch claim or demand.\n\n     10.02.  Sellers' Obligations.  With respect to any and all liability in \nrespect of the employment of the Employees on or prior to the Closing, Sellers \nshall, except to the extent expressly included within the Assumed Liabilities, \nbear, discharge and be responsible for payment of all severance, termination, \npay in lieu of termination, damages for wrongful or constructive dismissal, \nprovision of continuation coverage under Section 601 et. seq. of ERISA, and \nother similar liabilities incurred in connection with the termination of \nemployment of any of the Employees at or prior to the Closing (including \nwithout limitation any termination of the employment relationship with Seller \noccurring by reason of the transactions contemplated by this Agreement) or who \nrefuse to accept Acquiror's offer of employment.  In addition, Sellers will pay\nor reimburse Acquiror for the cost of any accrued payroll and vacation to the \nClosing Date of all Employees of the Subsidiaries.  Sellers shall indemnify and\nsave Acquiror harmless from and against any and all losses, damages, expenses, \nliabilities, claims and demands whatsoever made or brought against Acquiror by \nany such Employee or other person, or any federal, state or local governmental \nauthority or body which in any way pertains to or rises out of such liability, \nincluding any interest, award, judgement or penalty relating thereto and any \ncosts or expenses incurred by Acquiror in defending any such claim or demand.\n\n     10.03.  Cooperation.  During the period following the date hereof, up to \nand including the Closing Date, Sellers and Acquiror shall cooperate in \ncommunicating with the Employees any information relating to the acquisition of\nthe Sale Assets and Container Operations by the Acquiror from the Sellers.\n\n     10.04.  Non-solicitation.  Sellers agree not to solicit any of the \nEmployees for the period ending two years following the Closing.\n\n\n                                   ARTICLE XI\n\n                         SURVIVAL OF REPRESENTATIONS AND\n                    WARRANTIES; INDEMNIFICATION; ARBITRATION\n\n     11.01.  Survival of Representations and Warranties.  All representations \nand warranties made in Sections 3.02, 3.06, 3.12 and 4.02 shall survive the \nClosing hereunder and any investigation at any time made by or on behalf of the\nother party.  All representations and warranties made in Section 3.19 shall \nexpire on the Closing Date.  All other representations and warranties shall \nsurvive for two years after the Closing hereunder (the \"Expiration Date\").\n\n     11.02.  Statements as to Representations.  All statements contained herein\nor in the Disclosure Schedules delivered pursuant hereto (except as \nspecifically stated) shall be deemed representations and warranties within the \nmeaning of Sections 7.01, 8.01 and 11.01 hereof.  The Acquiror specifically \nacknowledges and agrees that (i) other than the representations and warranties \nof the Sellers specifically contained in this Agreement, there are no \nrepresentations or warranties of the Sellers either expressed or implied with \nrespect to the Company, the Subsidiaries, the Sale Assets, and Assumed \nLiabilities or the Container Operations and (ii) with respect to this \nAgreement, Acquiror shall have a right to indemnification solely as provided in\nthis Article XI (except to the extent provided in Sections 6.09 and 13.12) and \nthat it shall have no claim or right to indemnification with respect to any \nother information, documents or materials furnished by the Sellers or any of \ntheir officers, directors, employees, agents or advisors to the Acquiror, \nincluding, without limitation, any information, documents or material made \navailable to Acquiror in the \"data room\" organized for the purposes of the \ntransactions contemplated by this Agreement.\n\n     11.03.  Agreement to Indemnify by the Sellers.  Subject to the conditions \nand provisions herein set forth, the Sellers, jointly and severally, hereby \nagree to indemnify, defend and hold harmless Acquiror and each parent, \nsubsidiary and Affiliate of Acquiror from and against all demands, claims, \nactions or causes of action, assessments, losses, damages, liabilities, \nout-of-pocket costs and expenses, including, without limitation, interest, \npenalties and attorney's fees, asserted against or imposed upon or incurred by \nAcquiror or any parent, subsidiary or Affiliate of Acquiror resulting from (i) \na breach of any then surviving representation or warranty of any of the Sellers\ncontained in or made pursuant to this Agreement, (ii) any obligation, \nresponsibility, claim or liability of the Sellers (including, without \nlimitation, any indemnification or similar arrangement under any lease), \nwhether known or unknown, contingent, absolute or otherwise, other than those \nobligations, responsibilities, claims or liabilities assumed by Acquiror as \npart of the Assumed Liabilities under this Agreement, (iii) the nonperformance,\npartial or total, of any agreement of\nthe Sellers contained in this Agreement or any of the documents delivered \npursuant to Section 1.05(a), (iv) as a result of injury to or sustained by any \nperson on or prior to the Closing or injury to or destruction of tangible \nproperty on or prior to the Closing arising out of the conduct of the Container\nOperations on or prior to the Closing, or (v) as a result of any failure of \nSellers to transfer to Acquiror good, valid, and marketable title in and to the\nSoftware and Intellectual Property Rights, free of any liens, claims, charges, \nsecurity interests, restrictions on transfer (or claims alleging a failure to \nobtain consent to transfer) or other encumbrances (except to the extent that \nany adverse claim or defect in title does not impair Acquiror's ability to use \nthe Software or Intellectual Property Rights in the Container Operations) or \nany infringment of the intellectual property rights of others arising from the \nuse of such Software or Intellectual Property Rights in the Container \nOperations (collectively, \"Damages\").  With respect to all representations and \nwarranties of the Sellers other than those set forth in Sections 3.02, 3.06 and\n3.12 hereof, Acquiror shall not be entitled to recover for and agrees not to \nassert any claim for breach of any such representations or warranties \n(including without limitation any claim for indemnification for breach of a \nrepresentation or warranty under clause (i) of this Section 11.03, unless \nAcquiror delivers to the Sellers, in writing, on or prior to the Expiration \nDate, a notice in accordance with Section 11.05 specifying such claim of \nbreach.  Notwithstanding any language contained herein to the contrary, (A) the\nSeller's shall not have any liability under Section 11.03(i) until the \ncumulative Damages relating to such representations and warranties exceeds \n$200,000 in the aggregate, in which case the Sellers shall pay all such amounts\nof Damages claimed; provided, however, that the parties understand and agree \nthat the $200,000 threshold described in this Section 11.03 is applicable only \nwith respect to claims for Damages under this Article XI and is specifically \nnot available to offset adjustments to the consideration set forth in Section \n1.03(a)(A) pursuant to Section 1.07 hereof; (B) Sellers shall have no liability\nunder clause (i) in respect of any matter or category of matter (e.g. \nuncollectible accounts) for which an express reserve or valuation adjustment or\nallowance is reflected on the Consolidated Statement of Net Assets specifically\nfor such matter or category of matters; and (C) Sellers' aggregate liability \nunder this Section 11.03 shall in no event exceed $350,000,000.  The Acquiror \nacknowledges and agrees that, except as otherwise provided in this Agreement or\nany agreement executed between the parties hereto in connection with the \ntransactions contemplated hereby, from and after the Closing, its sole and \nexclusive remedy with respect to any and all claims (other than claims of, or \ncauses of action arising from, fraud) for money damages (as opposed to \nequitable claims and remedies) relating to the subject matter of this Agreement\nshall be pursuant to the indemnification provisions set forth in this Section \n11.03.  In furtherance of the foregoing, the Acquiror hereby waives, from and \nafter the Closing, to the fullest extent permitted under applicable law, any \nand all rights, claims and causes of action (other than claims of, or causes of\naction arising from, fraud) it may have against the Sellers relating to the \nsubject matter of this Agreement arising under or based upon any federal, state\nor local statute, law, ordinance, rule or regulation or otherwise.\n\n     11.04.  Agreement to Indemnify by Acquiror.  Subject to the conditions and\nprovisions herein set forth, Acquiror, jointly and severally with any Acquiror \nEntity, hereby agrees to indemnify, defend and hold harmless the Sellers and \neach parent, subsidiary and Affiliate of the Sellers from and against all \ndemands, claims, actions or causes of action, assessments, damages, \nliabilities, out-of-pocket costs and expenses, including, without limitation, \ninterest, penalties and attorney's fees, asserted against or imposed upon or \nincurred by the Sellers or any parent, subsidiary or Affiliate of the Sellers \nresulting from (i) a breach of any surviving representation or warranty of \nAcquiror contained in or made pursuant to this Agreement, (ii) the breach or \nnonperformance, total or partial, of any Assumed Liability and any other \nobligation, responsibility, claim or liability of Acquiror and its subsidiaries\n(including, without limitation, any indemnification or similar arrangement \nunder any lease), whether known or unknown, contingent, absolute or otherwise, \n(iii) the breach or nonperformance, total or partial, of any agreement of \nAcquiror or any Acquiror Entity contained in this Agreement or any of the \ndocuments or agreements delivered pursuant to Section 1.05(b) (including any \nbreach or nonperformance by Acquiror or any Acquiror Entity of the Assignment \nand Assumption Agreements), (iv) as a result of injury to or sustained by any \nperson after the Closing or injury to or destruction of tangible property after\nthe Closing arising out of the conduct of the Container Operations after the \nClosing or (v) the Container Operations after the Closing, including the use of\nthe Names and Marks by Acquiror, any Acquiror Entity or any Subsidiary (on \nContainers or otherwise) following the Closing pursuant to the License \nAgreement (collectively, \"Damages\").  With respect to all representations and \nwarranties of Acquiror, the Sellers shall not be entitled to recover for and \nagree not to assert any claim for breach of any such representations or \nwarranties (including without limitation any claim for indemnification for \nbreach of a representation or warranty under clause (i) of this Section 11.04) \nunless the Sellers deliver to Acquiror, in writing, on or prior to the \nExpiration Date, a notice specifying such claim of breach.  Notwithstanding any\nlanguage to the contrary contained herein (A) Acquiror and the Acquiror \nEntities shall not have any liability under Section 11.04(i) until the \ncumulative Damages relating to such representations and warranties exceed\n$200,000 in the aggregate, in which case the Acquiror shall pay all such \namounts of Damages claimed and (B) Acquiror's aggregate liability under this \nSection 11.04 shall in no event exceed $350,000,000.  The Sellers acknowledge \nand agree that, except as otherwise provided in this Agreement or any agreement\nexecuted between the parties hereto in connection with the transactions \ncontemplated hereby, from and after the Closing, their sole and exclusive \nremedy with respect to any and all claims (other than for, or for courses of \naction arising from, fraud) for monetary damages (as opposed to equitable \nclaims and remedies) relating to the subject matter of this Agreement shall \nbe pursuant to the indemnification provisions set forth in this Section 11.04.\nIn furtherance of the foregoing, each of the Sellers hereby waives, from and \nafter the Closing, to the fullest extent permitted under applicable law, any \nand all rights, claims and causes of action (other than claims of, or cause of \naction arising from, fraud) it may have against Acquiror relating to the \nsubject matter of this Agreement arising under or based upon any federal, state\nor local statute, law, ordinance rule or regulation or otherwise.\n\n     11.05.  Procedures Relating to Indemnifications.  (a) In the event of any \nclaim by a party seeking indemnification under this Article XI or any other \nsection of this Agreement expressly providing for indemnification of one party \nby the other (an \"indemnified party\"), the indemnified party shall notify the \nparty from whom indemnification is sought (the \"indemnifying party\") in writing\nof said claim, which notice shall set forth the basis of the claim for Damages \nand, if then determinable by the indemnified party, a reasonable estimate of \nthe amount thereof (or if, in the indemnified party's good faith opinion, no \nsuch reasonable estimate can then be made by it, the maximum potential Damages \nthat, in the indemnified party's good faith opinion, might be sustained in \nconnection with such claim).\n\n          (b)  In order for an indemnified party to be entitled to any\nindemnification provided for under this Agreement in respect of, arising out of\nor involving a claim or demand made by any person, firm , governmental \nauthority or corporation against the indemnified party  (a \"Third Party \nClaim\"), such indemnified party must notify the indemnifying party in writing, \nand in reasonable detail, of the Third Party Claim promptly after receipt by \nsuch indemnified party of written notice of the Third Party Claim; provided, \nhowever, that failure to give such notification shall not affect the \nindemnification provided hereunder except to the extent the indemnifying party \nshall have been actually prejudiced as a result of such failure (except that \nthe Indemnifying Party shall not be liable for any expenses incurred during the\nperiod in which the indemnified party failed to give such notice).  Thereafter \nthe indemnified party shall deliver to the indemnifying party, promptly after \nthe indemnified party's receipt thereof, copies of all notices and documents \n(including court papers) received by the indemnified party relating to the \nThird Party Claim.\n\n     If a Third Party Claim is made against an indemnified party, the\nindemnifying party will be entitled to participate in the defense thereof and,\nif it so chooses, to assume the defense thereof with counsel selected by the\nindemnifying party.  Should the indemnifying party so elect to assume the\ndefense of a Third Party Claim, the indemnifying party will not be liable to \nthe indemnified party for legal fees and expenses subsequently incurred by the\nindemnified party in connection with the defense thereof.  If the indemnifying\nparty assumes such defense, the indemnified party shall have the right to\nparticipate in the defense thereof and to employ counsel, at its own expense,\nseparate from the counsel employed by the indemnifying party, it being\nunderstood that the indemnifying party shall control such defense.  The\nindemnifying party shall be liable for the fees and expenses of counsel \nemployed by the indemnified party for any period during which the indemnifying \nparty has not assumed the defense thereof (other than during any period in \nwhich the indemnified party shall have failed to give notice of the Third Party\nClaim as provided above).  If the indemnifying party chooses to defend or \nprosecute any Third Party Claim, all the parties hereto shall cooperate in the \ndefense or prosecution thereof.  Such cooperation shall include the retention \nand (upon the indemnifying party's request) the provision to the indemnifying \nparty of records and information which are reasonably relevant to such Third \nParty Claim, and making employees available on a mutually convenient basis to \nprovide additional information and explanation of any material provided \nhereunder.  Whether or not the indemnifying party shall have assumed the \ndefense of a Third Party Claim, the indemnified party shall not admit any \nliability with respect to, or settle, compromise or discharge, such Third Party\nClaim without the indemnifying party's prior written consent (which consent \nshall not be unreasonably withheld).\n\n          (c)  Notwithstanding anything in this Section 11.05 the contrary, in\nthe event of a Third Party Claim relating to Transfer Taxes described in \nSection 13.03, Sellers shall be entitled to participate in the defense of such \nclaim at their own expense and on any equal basis with Acquiror, and both \nSellers and Acquiror must consent (which consent may not be unreasonably \nwithheld) to any resolution of any such claim.\n\n     11.06.  Losses Net of Insurance, etc.  The amount of any loss, liability, \nclaim, damage, expense or tax for which indemnification is provided under this \nArticle XI shall be net of any amounts recovered by the indemnified party under\ninsurance policies with respect to such loss, liability, claim, damage, expense\nor tax and shall be reduced to take account of any actual net tax benefit \nrealized (taking into account the receipt of the indemnity payment) by the \nindemnified party arising from the incurrence or payment of any such loss, \nliability, claim, damage, expense or tax.  In computing the amount of any \nsuch actual net tax benefit realized, (i) the undemnified party shall be deemed\nto recognize all other items of income, gain, loss, deduction or credit before \nrecognizing any item arising from the incurrence or payment of any indemnified \nloss, liability claim, damage, expense or tax and (ii) the parties agree to \ntreat all payments pursuant to this Article XI as an adjustment to the purchase\nprice for the Sale Assets, unless otherwise required by law.\n\n     11.07.  Tax Matters.\n\n               (a)   Tax Indemnification.  The Sellers, jointly and severally,\n     shall be liable for and indemnify Acquiror and each parent, subsidiary and\n     Affiliate of Acquiror for any and all Pre-Closing Taxes and any and all \n     out-of-pocket costs, including attorney's fees, incurred by Acquiror or \n     any parent, subsidiary or Affiliate of Acquiror relating to any and all \n     Pre-Closing Taxes.  Acquiror shall be liable for and shall indemnify \n     Sellers and each parent, subsidiary and Affiliate of Sellers for all Taxe\n     of Acquiror and its Affiliates, including the Subsidiaries, for periods\n     following the Closing, other than Pre-Closing Taxes.  For purposes of this\n     Agreement, \"Pre-Closing Taxes\" means all Taxes (i) of the Sellers, the\n     Subsidiaries and the Branches attributable to periods ending on or prior \n     to the Closing, and (ii) imposed against the Sellers' Group whether under\n     Treas. Reg. Section1.1502-6 (or any similar provision of state, local or\n     foreign law), as a transferee or successor, by contract or otherwise, but\n     excluding (x) any Transfer Taxes payable by Acquiror pursuant to Section\n     13.03 of this Agreement, (y) any Taxes that are Assumed Liabilities and\n     that are included in the Consolidated Statement of Net Assets as finally\n     determined, and (z) any Taxes arising from actions taken outside the\n     ordinary course of business following the Closing on the Closing Date at\n     the request of or for the benefit of Acquiror.\n\n               (b)  Apportionment of Income Taxes.  In order to appropriately\n     determine the amount of Pre-Closing Taxes relating to any taxable year or\n     period that begins before and ends after the Closing Date, the parties\n     hereto shall, to the extent permitted by applicable law, elect with the\n     relevant taxing authority to terminate the taxable year as of such date.\n     In any case where applicable law does not permit a Subsidiary or Branch to\n     treat such date as of the end of a taxable year of such Subsidiary or\n     Branch, then, for purposes of determining Pre-Closing Taxes, the taxable\n     year of such Subsidiary or Branch shall be treated as having ended on the\n     Closing Date and the Taxes attributable to the period ending on such date\n     shall (unless otherwise agreed to in writing by Acquiror and Sellers) be\n     determined by a closing of such Subsidiary's or Branch's books, except \n     that exemptions, allowances or deductions that are calculated on an annual\n     basis, such as the deduction for depreciation, shall be apportioned on a\n     time basis.\n\n               (c)  Apportionment of Other Taxes.  In order to appropriately\n     determine the amount of Pre-Closing Taxes, other than income Taxes,\n     relating to any taxable year or period that begins before and ends after\n     the date of the Financial Statements or the Closing Date, (i) ad valorem\n     Taxes (including, without limitation, real and personal property Taxes)\n     shall be accrued on a monthly basis over the period for the which the \n     Taxes are levied, or if it cannot be determined over what period the Taxes\n     are being levied, over the fiscal period of the relevant taxing authority,\n     in each case irrespective of the lien or assessment date of such Taxes, \n     and (ii) franchise and other privilege Taxes not measured by income shall \n     be accrued on a monthly basis over the period to which the privilege \n     relates, provided, however, that any increase or decrease in any Taxes \n     described in clauses (i) or (ii) for periods following the Closing and \n     resulting from the Closing or other actions taken by Acquiror, its \n     Affiliates (including the Subsidiaries) or their transferees following \n     the Closing shall be the responsibility of the Acquiror.\n\n               (d)  Tax Sharing Agreements.  Any tax sharing agreement between\n     the Subsidiaries and any of the Sellers or any Affiliate of the Sellers\n     shall be terminated as of the Closing Date and will have no further effect\n     for any taxable year (whether the current year, a future year, or a past\n     year).  Each Seller and all Affiliates of the Sellers shall cancel any\n     intercompany accounts in respect of Taxes with the Subsidiaries as of the\n     Closing.\n\n               (e)  Assistance and Cooperation.  After the Closing Date, each \n     of Sellers and Acquiror shall:\n\n     (i)  take reasonable steps to assist (and cause their respective \nAffiliates to assist) the other party, as reasonably requested, in preparing \nany Tax Returns which such other party is responsible for preparing and filing \nwith respect to the Container Operations;\n\n     (ii) take reasonable steps to cooperate with the other in preparing for \nany audits of, or disputes with taxing authorities regarding, any Tax Returns \nof the Sellers, the Subsidiaries and Branches with respect to the Container \nOperations;\n\n     (iii) make available to the other and to any taxing authority as\nreasonably requested all information, records and documents (other than such\nitems for which a party asserts the attorney-client or attorney work-product\nprivilege) relating to Taxes of the Sellers, Acquiror, the Subsidiaries and\nBranches with respect to the Container Operations, which each party shall \nretain for the latest of the applicable statute of limitations relating to \nTaxes to which such information, records and documents may relate;\n\n     (iv) provide timely notice to the other in writing of any pending or\nthreatened Tax audits or assessments of the Sellers, the Subsidiaries and\nBranches on the one hand and Acquiror, the Subsidiaries and Branches on the\nother hand for taxable periods for which the other may have an interest; and\n\n     (v)  furnish the other with copies of all correspondence received from any\ntaxing authority in connection with any Tax audit or information request with\nrespect to any such taxable period referred to in the above paragraph (iv).\n\n     The covenants set forth in this Section 11.07(e) shall be in addition to\nthe provisions set forth in Section 2.02.\n\n               (f)  No Section 338 Election.  No person or entity (including\n     without limitation, following the Closing, PICC) shall make an election\n     under Section 338 of the Code with respect to the transfer of the stock of\n     any of the Foreign Subsidiaries pursuant to this Agreement, and Acquiror\n     shall indemnify and hold harmless Sellers and their Affiliates from and\n     against any and all Taxes and costs incurred in connection with any such\n     election.\n\n               (g)  California Sales Tax Certificate.  Sellers will cooperate\n     with Acquiror in Acquiror's efforts to obtain a certificate described in\n     Section 6813 of the California Revenue and Taxation Code with respect to\n     the liability of Sellers for California sales and use taxes.\n\n               (h)  Survival of Obligations.  The obligations of the parties \n     set forth in this 11.07 relating to Taxes shall, except as provided herein\n     or otherwise agreed to in writing, be unconditional and absolute and shall\n     remain in effect without limitation as to time or amount of recovery by\n     Acquiror or Sellers.\n\n     11.08.  Arbitration.  Any dispute as to any claims hereunder, other than \nas set forth in Section 1.07, shall be settled by arbitration in the City of \nNew York by three arbitrators, one of whom shall be appointed by the Sellers, \none by Acquiror and the third of whom shall be appointed by the first two \narbitrators.  If either party fails to appoint an arbitrator within 20 days of \na request in writing by the other party to do so or if the first two \narbitrators cannot agree on the appointment of a third arbitrator within 20 \ndays of their designation, then such arbitrator shall be appointed by the Chief\nJudge of the United States District Court for the Southern District of New \nYork.  Except as to the selection of arbitrators which shall be as set forth \nabove, the arbitration shall be conducted promptly and expeditiously in \naccordance with the rules of the American Arbitration Association so as to \nenable the arbitrators to render an award as expeditiously as possible.  \nJudgment upon the award rendered by the arbitrators may be entered in any court\nhaving jurisdiction thereof.  Each party shall bear the expenses of its \narbitrator and shall jointly and equally share with the other the expenses for \nthe third arbitrator and the arbitration.\n\n                                   ARTICLE XII\n                                        \n                           TERMINATION AND ABANDONMENT\n\n     12.01.  Methods of Termination.  The transactions contemplated herein may\nbe terminated and\/or abandoned at any time, but not later than the Closing:\n\n          (a)  By mutual consent of the Acquiror and the Company; or\n\n          (b)  By the Acquiror on or after September 30, 1995, if any of the\nconditions provided for in Article VIII of this Agreement shall not have been\nmet or waived in writing by Acquiror prior to such date; or\n\n          (c)  By the Company on or after September 30, 1995, if any of the\nconditions provided for in Article VII of this Agreement shall not have been \nmet or waived in writing by the Company prior to such date.\n\n     12.02.  Procedure upon Termination.  In the event of termination or \nabandonment pursuant to Section 12.01 hereof, written notice thereof shall \nforthwith be given to the other party and the transactions contemplated by this\nAgreement shall be terminated and abandoned, without further action by the \nparties hereto.  If the transactions contemplated by this Agreement are \nterminated and abandoned as provided herein pursuant to Section 12.01:\n\n          (a)  Each party will redeliver all documents, work papers and other\nmaterial of any other party (including all copies) relating to the transactions\ncontemplated hereby, whether so obtained before or after the execution hereof,\nto the party furnishing the same;\n\n          (b)  All confidential information received by any party hereto with\nrespect to the business of any other party or its subsidiaries shall be treated\nin accordance with Section 2.01 hereof; and\n\n          (c)  No party hereto shall have any liability or further obligation  \nto any other party to this Agreement except as stated in subparagraphs (a) and \n(b) of this Section 12.02, and except for breaches of this Agreement occurring \nprior to termination of this Agreement.\n\n                                  ARTICLE XIII\n                                        \n                            MISCELLANEOUS PROVISIONS                          \n                                                                              \n     13.01.  Amendment and Modification.  Subject to applicable law, this       \nAgreement may be amended, modified and supplemented by written agreement of the\nCompany and Acquiror or by their respective duly authorized officers at any \ntime prior to the Closing with respect to any of the terms contained herein.\n\n     13.02.  Waiver of Compliance.  Any failure of the Sellers, on the one \nhand, or Acquiror, on the other, to comply with any obligation, covenant, \nagreement or condition herein may be expressly waived in writing by the \nChairman of the Board, President or a Vice President of Acquiror or the \nCompany, respectively, but such waiver or failure to insist upon strict \ncompliance with such obligation, covenant, agreement or condition shall not \noperate as a waiver of, or estoppel with respect to, any subsequent or other\nfailure.\n\n     13.03.  Expenses; Transfer Taxes.  Except as otherwise provided in Section\n2.02 hereof, whether or not the transactions contemplated by this Agreement \nshall be consummated, the Sellers agree that all fees and expenses incurred by \nthem in connection with this Agreement shall be borne by the Sellers and \nAcquiror agrees that all fees and expenses incurred by it in connection with \nthis Agreement shall be borne by Acquiror including, without limitation, all \nfees of counsel, actuaries and accountants.  Notwithstanding the foregoing, any\nand all sales, use, VAT, transfer, foreign transaction, excise, property or \nother similar national, federal, state, local, provincial Taxes, other than any\nTaxes based on net income, together with any interest and penalties pertaining \nthereto (\"Transfer Taxes\"), that may be payable in connection with the sale and\ntransfer of the Sale Assets shall be apportioned among the parties as follows: \nAcquiror shall pay all Transfer Taxes up to $240,000 and Sellers on one hand \nand Acquiror on the other hand shall each pay one-half of all Transfer Taxes in\nexcess of such amount. Sellers shall provide to Acquiror, prior to the Closing,\na schedule showing in reasonable detail the amount of any Transfer Taxes \npayable by Acquiror in connection with the transfer of the Sale Assets, such \namounts to be determined in a manner consistent with the allocations set forth \non Exhibit A.  Acquiror shall pay such amount (the \"Initial Transfer Tax \nPayment\") to Sellers, in the manner provided in Section 1.03(a)(B) hereof at \nthe Closing, and Sellers shall pay such amount, together with any remaining \namount of Transfer Taxes determined by Seller, to the appropriate taxing \nauthorities as soon as practicable thereafter.  In the event of an adjustment \nto the consideration as a result of the application of Section 1.07 hereof, \nwithin a reasonable time following such adjustment, Sellers shall provide to \nAcquiror a revised statement of Transfer Taxes, and Sellers shall refund to \nAcquiror, or Acquiror shall pay to Sellers, as the case may be, the applicable \nportion of any difference between such revised amount and the Initial Transfer \nTax Payment.  Sellers and Acquiror shall reasonably cooperate in attempting to \nminimize the amount of any Transfer Taxes.  Acquiror shall indemnify and hold \nharmless Sellers and any Affiliates of Sellers from any Transfer Taxes in \nexcess of the Transfer Taxes, if any, that are the responsibility of Sellers \npursuant to this Section 13.03.\n\n     13.04.  Notices.  All notices, requests, demands and other communications \nrequired or permitted hereunder shall be in writing and shall be deemed to have\nbeen duly given if delivered by hand or mailed, certified or registered mail \nwith postage prepaid:\n\n               (a)  If to Sellers, to:\n\n               Matson Leasing Company, Inc.\n               333 Market Street - 30th Floor\n               San Francisco, California 94105-2196\n               Attention: Vice President and CFO\n\n               Matson Navigation Company, Inc.\n               333 Market Street - 30th Floor\n               San Francisco, California  94105-2196\n               Attention:  Senior Vice President and General Counsel\n\n               (with copies to:)\n\n               Gibson, Dunn &amp; Crutcher\n               333 S. Grand Ave.\n               Los Angeles, California 90071\n               Attention: Bradford P. Weirick, Esq.\n\n          or to such other person or address as Sellers furnish to Acquiror in\n          writing.\n\n               (b)  if to the Acquiror, to:\n               XTRA, Inc. c\/o\n               X-L-Co., Inc.\n               60 State Street\n               Boston, Massachusetts 02109\n               Attention:  Vice President and General Counsel\n\n                (with copies to:)\n\n               Ropes &amp; Gray\n               One International Place\n               Boston, Massachusetts 02110\n               Attention:  David A. Fine, Esq.\n\n               and\n\n               Morgan, Lewis &amp; Bockius\n               801 S. Grand Ave.\n               Los Angeles, California 90017\n               Attention:  William Ellis, Esq.\n\n          or to such other person or address as Acquiror shall furnish to \n          Seller in writing.\n\n     13.05.  Assignment.  This Agreement and all of the provisions hereof shall\nbe binding upon and inure to the benefit of the parties hereto and their \nrespective successors and permitted assigns, but neither this Agreement nor any\nof the rights, interests or obligations hereunder shall be assigned by any of \nthe parties hereto without the prior written consent of the other parties, \nexcept by operation of law.  Notwithstanding the foregoing, Acquiror shall be \nentitled to designate one or more Acquiror Entities to receive some or all of \nthe Sale Assets and\/or to assume some or all of the Assumed Liabilities at the \nClosing; provided, however, that it is expressly agreed and acknowledged that, \nfor all purposes, Acquiror shall remain a party to this Agreement and shall \nremain bound by the covenants and agreements of the Acquiror set forth herein.\n\n     13.06.  Publicity.  Neither the Sellers nor Acquiror shall make or issue, \nor cause to be made or issued, any announcement or written statement concerning\nthis Agreement or the transactions contemplated hereby for dissemination to the\ngeneral public without the prior consent of the other party.  This provision \nshall not apply, however, to any announcement or written statement required to \nbe made by law or the regulations of any federal or state governmental agency \nor any stock exchange, except that the party required to make such announcement\nshall, whenever practicable, consult with the other party concerning the timing\nand content of such announcement before such announcement is made.\n\n     13.07.  Governing Law.  This Agreement and the legal relations among the \nparties hereto shall be governed by and construed in accordance with the laws \nof the State of New York without regard to its conflicts of law doctrine.\n\n     13.08.  Counterparts.  This Agreement may be executed simultaneously in \ntwo or more counterparts, each of which shall be deemed an original, but all of\nwhich together shall constitute one and the same instrument.\n\n     13.09.  Headings.  The headings of the Sections and Articles of this \nAgreement are inserted for convenience only and shall not constitute a part \nhereof or affect in any way the meaning or interpretation of this Agreement.\n\n     13.10.  Entire Agreement.  This Agreement, including the Exhibits hereto,\nthe Company Disclosure Schedule, and the other documents and certificates \ndelivered pursuant to the terms hereof, sets forth the entire agreement and \nunderstanding of the parties hereto in respect of the subject matter contained \nherein, and supersedes all prior agreements, promises, covenants, arrangements,\ncommunications, representations or warranties, whether oral or written, by any \nofficer, employee or representative of any party hereto.\n\n     13.11.  Third Parties.  Except as specifically set forth or referred to \nherein, nothing herein expressed or implied is intended or shall be construed \nto confer upon or give to any person or corporation other than the parties \nhereto and their successors or assigns any rights or remedies under or by \nreason of this Agreement.\n\n     13.12.  Bulk Transfers.  The parties hereto waive compliance with the \nrequirements of the bulk sales law of any jurisdiction in connection with the \nsale of the Sale Assets to Acquiror.   Sellers shall indemnify and hold \nharmless the Acquiror against all liabilities (other than the Assumed \nLiabilities) which may be asserted by third parties with respect to assets sold\nby the Seller as a result of noncompliance with any such bulk sales laws.\n\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed, all as of the day and year first above written.\n\n                              XTRA, INC.\n                              \n                              By        \/s\/   James R. Lajoie\n                                   Title: Vice President\n                              \n                              MATSON LEASING COMPANY, INC.\n                              \n                              By        \/s\/   Frederick Gutterson\n                                   Title: President\n                              \n                              MATSON NAVIGATION COMPANY, INC.\n                              \n                              By       \/s\/    Kevin C. O'Rourke\n                                   Title: Vice President\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6618],"corporate_contracts_industries":[9526],"corporate_contracts_types":[9623,9622],"class_list":["post-43317","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alexander---baldwin-inc","corporate_contracts_industries-transportation__shipping","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43317","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43317"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43317"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43317"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43317"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}