Stock Purchase Agreement

STOCK PURCHASE AGREEMENT BY AND AMONG ATT HOLDING CO., THE SHAREHOLDERS OF ATT HOLDING CO., THE WARRANTHOLDERS OF ATT HOLDING CO., WIND POINT INVESTORS V, L.P., AS SELLERS' REPRESENTATIVE, CHATT HOLDINGS LLC, AS BUYER PARENT AND CHATT HOLDINGS INC., AS BUYER DATED AS OF JUNE 1, 2004 ----------------------------------------------------- EXHIBIT AND SCHEDULE LISTEXHIBITSExhibit A - Escrow AgreementExhibit B - Working Capital Accounting PrinciplesExhibit C - Commitment LettersExhibit D - Revised Capital BudgetExhibit E - Opinion of Sellers' CounselExhibit F - Opinion of Buyer's CounselExhibit G - Required Working Capital ScheduleSCHEDULESSchedule A SharesSchedule B Allocation ScheduleSchedule 2.2 Working Capital Line ItemsSchedule 3.1 JurisdictionsSchedule 3.4 CapitalizationSchedule 3.5 OptionsSchedule 3.6(a) Financial StatementsSchedule 3.6(b) Undisclosed LiabilitiesSchedule 3.7 TaxesSchedule 3.8 Material ContractsSchedule 3.9 Real and Personal PropertySchedule 3.11(a) LitigationSchedule 3.11(c) Declination of Insurance CoverageSchedule 3.12(a) Intellectual PropertySchedule 3.12(b) LiensSchedule 3.12(c) Intellectual Property ProceedingsSchedule 3.13 Bank Accounts and Signers; List of Directors and OfficersSchedule 3.14 Schedule of Certain ChangesSchedule 3.15 Licenses and PermitsSchedule 3.16 Employee Benefit PlansSchedule 3.17 Environmental, Health and Safety MattersSchedule 3.18 Labor MattersSchedule 3.19 Brokers on Behalf of Acquired CompaniesSchedule 3.20(a) Top 10 CustomersSchedule 3.20(b) Top 10 SuppliersSchedule 3.21 Product WarrantySchedule 3.22 Product LiabilitySchedule 3.23(a) Compliance with LawsSchedule 3.23(b) ConsentsSchedule 3.24 Insurance PoliciesSchedule 3.25 Transactions with Related Parties Schedule 3.26 IndebtednessSchedule 4.4 Liens on SharesSchedule 4.7 Brokers on Behalf of SellersSchedule 4.11 Accredited InvestorsSchedule 6.1 Conduct of BusinessSchedule 8.2(c) Payoff LettersSchedule 8.2(g) Equity Arrangements with Certain SellersSchedule 13.10 Acquired Companies' Knowledge STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made and enteredinto as of June 1, 2004, by and among (i) ATT HOLDING CO., a Delawarecorporation ("ATT"), (ii) the shareholders of ATT, all of whom are listed asshareholders on the signature pages attached hereto (each individually a"SHAREHOLDER" and collectively, the "SHAREHOLDERS"), (iii) the warrant holdersof ATT, all of whom are listed as warrantholders on the signature pages attachedhereto (each individually a "WARRANTHOLDER" and collectively, the"WARRANTHOLDERS"), (iv) WIND POINT INVESTORS V, L.P., not in an individualcapacity, but solely as representative for the Sellers as herein provided (the"SELLERS' REPRESENTATIVE"), (v) CHATT HOLDINGS LLC, a Delaware limited liabilitycompany (the "BUYER PARENT") and (vi) CHATT HOLDINGS INC., a Delawarecorporation and a wholly-owned Subsidiary of the Buyer Parent (the "BUYER"). TheShareholders and Warrantholders shall be collectively referred to herein as the"SELLERS." Each of the parties named above may be referred to as a "PARTY" andcollectively as the "PARTIES." Capitalized terms used, but not otherwisedefined, herein shall have the meaning set forth in SECTION 13.10. RECITALS WHEREAS, ATT conducts its business of manufacturing and distributingnon-powered lawn and garden products through its direct and indirectwholly-owned subsidiaries, Ames True Temper, Inc., a Delaware corporation("AMES"), Garant GP, an Ontario general partnership ("GARANT"), 1507395 OntarioLimited, an Ontario corporation ("1507395"), 1507396 Ontario Limited, an Ontariocorporation ("1507396"), True Temper Limited, an Irish corporation ("TRUE TEMPERIRELAND"), and Ames True Temper Properties, Inc., a Michigan corporation ("AMESPROPERTIES," and together with Ames, Garant, 1507395, 1507396 and True TemperIreland, the "ATT SUBSIDIARIES"); WHEREAS, as of the date hereof, the Shareholders own those shares ofClass A Common Stock, Class B Common Stock and Series A Preferred Stock, each asset forth opposite such Shareholder's name on SCHEDULE A attached hereto (the"SHARES OF STOCK"), which constitute all of the issued and outstanding shares ofcapital stock of ATT; WHEREAS, as of the date hereof, the Warrantholders own those warrantsof ATT, each as set forth opposite such Warrantholder's name on SCHEDULE Aattached hereto (the "WARRANTS" and, collectively with the Shares of Stock, the"SHARES"), which constitute all of the issued and outstanding warrants topurchase shares of capital stock of ATT; WHEREAS, ATT owns all of the issued and outstanding shares of capitalstock of Ames; WHEREAS, Ames owns all of the issued and outstanding shares of capitalstock of 1507395, 1507396, True Temper Ireland and Ames Properties; WHEREAS, 1507395 and 1507396 collectively own all of the issued andoutstanding partnership interests of Garant; WHEREAS, the Buyer has agreed to purchase from the Sellers, and theSellers desire to sell to the Buyer, the Shares, pursuant to the terms andsubject to the conditions set forth in this Agreement; WHEREAS, the Buyer Parent and certain of the employees of the AcquiredCompanies identified as Rollover Sellers set forth on SCHEDULE A (the "ROLLOVERSELLERS") are entering into, concurrently with the execution and delivery ofthis Agreement, or are expected to enter into with the Buyer Parent and/or theBuyer following the execution and delivery of the Agreement binding term sheets(the "EQUITY TERM SHEETS") with respect to certain changes or amendments totheir currently existing employment arrangements that will be effective as ofthe Closing and the key terms of their equity ownership in the Buyer Parent atClosing and the Organizational Documents of the Buyer Parent to which theRollover Sellers shall be party with respect thereto, including, withoutlimitation, (a) an Operating Agreement of the Buyer Parent (as amended, modifiedor supplemented from time to time, the "OPERATING AGREEMENT") and (b) aUnitholders' Agreement (as amended, modified or supplemented from time to time,the "UNITHOLDERS' AGREEMENT"). NOW, THEREFORE, in consideration of the foregoing and the respectiverepresentations, warranties, covenants and agreements set forth herein, andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Parties hereby agree as follows: ARTICLE I PURCHASE AND SALE OF STOCK 1.1 Purchase and Sale. Upon the terms and subject to the conditions ofthis Agreement, at the Closing, the Buyer shall purchase, acquire and accept theShares from the Sellers, and the Sellers shall sell, convey, assign, transferand deliver the Shares to the Buyer, free and clear of all Liens excluding Liensimposed by the Buyer or under state and federal securities Laws. 1.2 Purchase Price. The aggregate purchase price for the Shares to bepurchased pursuant to SECTION 1.1 shall be three hundred and eighty millionDollars ($380,000,000), as adjusted pursuant to SECTIONS 2.1 and 2.2 hereof(such sum, prior to such adjustment, shall be referred to herein as the "CLOSINGDATE PAYMENT"), and shall be paid in the manner set forth in ARTICLE II. 1.3 Closing. The closing of the purchase and sale of the Shares (the"CLOSING") shall take place as described in ARTICLE IX, provided that theclosing conditions set forth in ARTICLE VIII have been satisfied or waived inwriting at or prior to the Closing, as provided therein. The date of the Closingshall be referred to herein as the "CLOSING DATE". 2 ARTICLE II CONSIDERATION AND MANNER OF PAYMENT 2.1 Payment. (a) On the Closing Date, the Buyer shall (i) pay to the Sellers'Representative, both individually as a Seller and as Sellers' Representative forthe other Sellers, for distribution by the Sellers' Representative to theSellers in accordance with the Allocation Schedule (as defined below) to beprepared in consultation with the Buyer in the manner provided in Section 2.1(e)and delivered by the Sellers' Representative to the Buyer at least two (2)Business Days prior to the Closing Date, by wire transfer of immediatelyavailable funds to a bank account to be specified by the Sellers' Representativein writing at least two (2) Business Days prior to the Closing Date, an amountequal to three hundred and seventy-three million Dollars ($373,000,000) inrespect of the Closing Date Payment, plus (A) the total amount of Estimated Cashon Hand as of the close of business on the Closing Date (without giving effectto the transactions contemplated by this Agreement), less (B) the amount of theEstimated Closing Indebtedness, less (C) the amount of the Seller TransactionExpenses, less (D) the Estimated Deficit, if any, or plus the Estimated Surplusless (E) the product derived by multiplying (x) the number of Rollover Shares(as defined below) and (y) the Rollover Price with respect to all RolloverShares (such product being referred to herein as the "ROLLOVER AMOUNT") and (ii)pay or cause to be paid by wire transfer of immediately available funds intoescrow pursuant to the Escrow Agreement between the Buyer, the Sellers'Representative and the Escrow Agent in substantially the form attached asEXHIBIT A hereto (the "ESCROW AGREEMENT") an amount equal to seven milliondollars ($7,000,000) (the "ESCROWED AMOUNT"). (b) Simultaneously with the Closing and as directed by the Sellers'Representative, Buyer shall repay, or cause to be repaid, on behalf of theAcquired Companies, the Closing Indebtedness by wire transfer of immediatelyavailable funds as provided for in the Payoff Letters to be delivered asprovided in SECTION 8.2(C). (c) Subject to the terms and conditions set forth herein, at theClosing, each Rollover Seller shall, in lieu of the receipt of cash as otherwiseprovided herein, exchange the number of Rollover Shares, if any, designated inthe column "Rollover Shares" corresponding to such Rollover Seller as set forthon SCHEDULE A hereto (collectively, the "ROLLOVER SHARES") for that number ofnewly issued securities comprised of preferred units and common units of theBuyer Parent (consisting of strips of preferred units and common unit of theBuyer Parent, with each preferred unit and common unit of the Buyer Parentvalued at the same value investments are being made by the Buyer Parent'sshareholder(s) at or immediately prior to the Closing) as set forth on SCHEDULEA (collectively, the "LLC INTERESTS"), with each Rollover Share being valued at(the "ROLLOVER PRICE") (i) the Per Preferred Share Price, in the case ofRollover Shares consisting of Series A Preferred Stock of ATT (the "PREFERREDSHARES") and (ii) the Per Common Share Price, in the case of Rollover Sharesconsisting of Class A Common Stock of ATT (the "ROLLOVER"). Each Rollover Sellerand each LLC Interest issued to a Rollover Seller hereunder shall be subject tothe terms and conditions contained in the Operating Agreement and theUnitholders' Agreement. Upon written notice from the Buyer to the Company andthe Sellers' Representative not later than the day prior to the Closing Date,the Allocation Schedule and Schedule A may be modified or supplemented toreflect any agreements reached between the 3 Buyer Parent and one or more Rollover Sellers concerning additions, deletions orother modifications to the identity of the Rollover Sellers and the number ofsuch Rollover Seller's Rollover Shares subject to the Rollover. Without theprior written consent of the Buyer Parent, Schedule A may not be amended,changed or supplemented. Buyer Parent, Buyer and each Seller intend that theRollover will be treated as a transaction governed by Section 721 of the Codefor Federal income tax purposes (and any similar provision of foreign, state orlocal Law) and neither Buyer nor any Seller shall take any position on any TaxReturn inconsistent with such treatment. (d) Simultaneously with the Closing, Buyer shall pay, or cause tobe paid, on behalf of the Sellers and the Acquired Companies (as applicable),(i) the Seller Transaction Expenses, and (ii) the Seller Financing Expenses, bywire transfer of immediately available funds to the bank accounts to bespecified by the Sellers' Representative in writing at least two (2) BusinessDays prior to the Closing Date. The Seller Transaction Expenses and the SellerFinancing Expenses shall be paid on the Closing Date to the Persons entitled tothe payments giving rise to such Seller Financing Expenses and the SellerTransaction Expenses. (e) The Sellers' Representative (i) shall prepare an allocationschedule specifying the amount of the purchase price payment to be made to eachSeller under SECTION 2.1(A)(I) (the "ALLOCATION SCHEDULE") in a mannerconsistent with (A) the rights and preferences of the Series A Preferred Stockas set forth in the Certificate of Incorporation of ATT as in effect on the datehereof, and (B) the Sellers' relative ownership of Class A Common Stock, Class BCommon Stock, Series A Preferred Stock or Warrants (on an as exercised basis),as the case may be, based on the Share ownership numbers set forth opposite eachSeller's name on Schedule A attached hereto and (ii) shall determine, on thebasis of such Allocation Schedule, and reflect in the Allocation Schedule thePro Rata Percentage Interest of each of the Sellers. Subject to the firstsentence of this SECTION 2.1(E), the Sellers' Representative shall prepare theAllocation Schedule, no later than the second Business Day preceding the ClosingDate, in a manner consistent with SCHEDULE B, giving effect to any changes tothe accrued but unpaid dividends on the Series A Preferred Stock between June28, 2004 and the Closing Date and to all of the adjustments to the Closing DatePayment required to be made under SECTION 2.1(A)(I), in each case determined asof the date and in the manner specified therein. For purposes of illustrationonly, SCHEDULE B attached hereto sets forth an allocation schedule thatrepresents an estimate by the Acquired Companies of (i) the amount of theaggregate purchase price payment that would be allocated to each Seller's SeriesA Preferred Stock, Class A Common Stock, Class B Common Stock and Warrants underSECTION 2.1(A) if (A) the Closing were to take place on June 28, 2004 and theEstimated Closing Indebtedness, Estimated Deficit or Estimated Surplus, and theSeller Transaction Expenses, as of such date, were as reflected in such SCHEDULEB, (B) the Estimated Cash on Hand as of such date were zero, and (C) no otheradjustments were required to be made to the amount of the Closing Date Paymentunder Section 2.1(a)(i), and (ii) each Seller's Pro Rata Percentage Interest,determined on the basis of the assumptions set forth in the preceding clause(i). The Seller's Representative shall furnish each of the Sellers with a copyof the Allocation Schedule at the same time that the Allocation Schedule isdelivered to the Buyer under SECTION 2.1(A). (f) At the same time that each payment is made to the Sellers'Representative (on behalf of all Sellers) under this Agreement, the EscrowAgreement or otherwise, whether at 4 or following Closing, the Sellers' Representative shall or shall direct thePerson making such payment to pay directly to Banc of America Securities LLC theportion of each such payment, if any, due to Banc of America Securities LLC byvirtue of the provisions of that letter agreement, dated November 25, 2003,between Ames and Bank of America Securities LLC. 2.2 Net Working Capital Adjustment. Notwithstanding anything to thecontrary contained herein, the Closing Date Payment shall be adjusted on adollar for dollar basis as set forth in this SECTION 2.2. (a) Estimated Adjustment. At least ten (10) Business Days prior tothe Closing, on behalf of the Sellers, the Sellers' Representative shall prepareand deliver, or cause to be prepared and delivered, to the Buyer, a certificateof the chief financial officer of Ames that contains her good faith estimate ofthe (i) consolidated balance sheet of the Acquired Companies as of midnight, NewYork City Time on the day immediately preceding the Closing Date and (ii) acomputation of the consolidated Net Working Capital of the Acquired Companies asof midnight, New York City Time on the day immediately preceding the ClosingDate (the "ESTIMATED NET WORKING CAPITAL"), prepared in accordance with GAAP andthe principles set forth in EXHIBIT B, which computation shall include theseparate line items listed on SCHEDULE 2.2 comprising the Estimated Net WorkingCapital. If the Estimated Net Working Capital is less than the Required WorkingCapital (such deficiency, the "ESTIMATED DEFICIT"), then the Closing DatePayment payable to the Sellers' Representative at the Closing pursuant toSECTION 2.1 shall be reduced by the amount of such Estimated Deficit. If theEstimated Net Working Capital is greater than the Required Working Capital (suchexcess, the "ESTIMATED SURPLUS"), then the Closing Date Payment payable to theSellers' Representative at the Closing pursuant to SECTION 2.1 shall beincreased by the amount of such Estimated Surplus. Two days prior to theClosing, on behalf of the Sellers, the Sellers' Representative shall prepare anddeliver, or cause to be prepared and delivered, to the Buyer, a certificate ofthe chief financial officer of Ames that contains her good faith estimate of (x)the Cash on Hand as of the close of business on the Closing Date (without givingeffect to the transactions contemplated hereby) (the "ESTIMATED CASH ON HAND")and (y) the Closing Indebtedness as of the close of business on the Closing Date(without giving effect to the transactions contemplated hereby) (the "ESTIMATEDCLOSING INDEBTEDNESS"). (b) Closing Date Balance Sheet. As soon as practicable after theClosing Date, but no later than the sixtieth (60th) day following the ClosingDate, the Buyer, at its expense, shall prepare and deliver, or cause to beprepared and delivered, to the Sellers' Representative (i) a consolidatedbalance sheet of the Acquired Companies as of midnight, New York City Time onthe day immediately preceding the Closing Date (the "CLOSING DATE BALANCESHEET"), prepared in accordance with GAAP and the principles set forth inEXHIBIT B, which shall include a line item indicating the amount of Cash on Handas of the close of business on the Closing Date (the "FINAL CASH ON HAND") andthe amount of Closing Indebtedness as of the close of business on the ClosingDate (the "FINAL CLOSING INDEBTEDNESS") and (ii) a schedule prepared in the samemanner as the computation of the Estimated Net Working Capital (the "CLOSINGSCHEDULE") setting forth (A) the Closing Date Net Working Capital, and (B) theamount, if any, by which the Closing Date Net Working Capital is less than or isgreater than the Estimated Net Working Capital. 5 (c) Protest Notice. Within thirty (30) days after the Buyer'sdelivery of the Closing Date Balance Sheet and the Closing Schedule to theSellers' Representative, the Sellers' Representative, on behalf of the Sellers,may deliver written notice (the "PROTEST NOTICE") to the Buyer of anyobjections, and the basis therefor, which the Sellers' Representative may haveto the Closing Date Balance Sheet and/or the Closing Schedule (including theFinal Cash on Hand and the Final Closing Indebtedness). The Sellers'Representative may dispute items reflected on the Closing Schedule only on thebasis that such items were not prepared in accordance with GAAP and theprinciples set forth in EXHIBIT B and mathematical errors. The failure of theSellers' Representative to deliver such Protest Notice within the prescribedtime period will constitute the Sellers' acceptance of the Closing Date BalanceSheet and the Closing Schedule prepared and delivered by the Buyer. (d) Resolution of Protest. If the Buyer and the Sellers'Representative are unable to resolve any disagreement with respect to theClosing Date Balance Sheet and/or the Closing Schedule within twenty (20) daysfollowing the Sellers' Representative's delivery of the Protest Notice, then theitems in dispute will be referred to PricewaterhouseCoopers LLP or, ifPricewaterhouseCoopers LLP is unable or unwilling to serve in such capacity,another nationally recognized firm of independent public accountants as to whichthe Sellers' Representative and the Buyer mutually agree (the "ACCOUNTANTS"),which will not be the regular accounting firm of the Buyer, the Sellers'Representative or ATT. The Accountants will determine (based solely onpresentations to the Accountants by the Sellers' Representative and the Buyerand not by independent review) and will render a report as to the disputesproperly submitted in the Protest Notice and the resulting Closing Date BalanceSheet and Closing Schedule, which report will be conclusive and binding upon theParties. In resolving any disputed item, the Accountants may not assign a valueto any particular item greater than the greatest value for such item claimed byeither Party or less than the lowest value for such item claimed by eitherParty, in each case as presented to the Accountants. Each of the Buyer and theSellers' Representative will use reasonable efforts to cause the Accountants torender their decision as soon as reasonably practicable (but in no event laterthan thirty (30) days following the engagement of the Accountants), includingwithout limitation by promptly complying with all reasonable requests by theAccountants for information, books, records and similar items. The fees andexpenses of the Accountants shall be borne on a proportionate basis by theSellers, on the one hand, and the Buyer, on the other hand, based on the inverseproportion of the respective percentages of the dollar value of disputed issuesdetermined in favor of the Sellers' Representative and Buyer. (e) Payment of Adjustment. Following the final determination of theClosing Date Balance Sheet and the Closing Schedule (or the failure of theSellers' Representative to submit a timely Protest Notice) pursuant to theprovisions of this SECTION 2.2: (i) If the Closing Date Net Working Capital is less than the Estimated Net Working Capital, the Sellers' Representative (on behalf of all Sellers, in accordance with the Allocation Schedule) shall, within five (5) Business Days of such determination, pay to the Buyer the amount of such difference, as adjusted pursuant to paragraph (iv) below, by wire transfer of immediately available funds to the bank account specified by the Buyer. The Buyer shall provide wire instructions to the Sellers' Representative with respect to such payment at least two (2) Business Days prior to the payment thereof. 6 (ii) If the Closing Date Net Working Capital is greater than the Estimated Net Working Capital, the Buyer shall, within five (5) Business Days of such determination, pay to the Sellers' Representative (for distribution to the Sellers in accordance with the Allocation Schedule) the amount of such difference, as adjusted pursuant to paragraph (iv) below, by wire transfer of immediately available funds to the bank accounts specified by the Sellers' Representative. The Sellers' Representative shall provide wire instructions to the Buyer with respect to such payment at least two (2) Business Days prior to the payment thereof. (iii) If the Closing Date Net Working Capital is equal to the Estimated Net Working Capital and the Final Cash on Hand is equal to the Estimated Cash on Hand, then there shall be no payments made pursuant to this SECTION 2.2(E). (iv) if the amount of the Final Cash On Hand is more than the Estimated Cash on Hand, the Buyer shall, within five (5) Business Days of such determination, pay to the Sellers' Representative (for distribution to the Sellers in accordance with the Allocation Schedule) the amount of such difference by wire transfer of immediately available funds to the bank accounts specified by the Sellers' Representative. The Sellers' Representative shall provide wire instructions to the Buyer with respect to such payment at least two (2) Business Days prior to the payment thereof. (v) if the amount of Final Cash on Hand is less than the Estimated Cash on Hand, the Sellers' Representative (on behalf of all Sellers, in accordance with the Allocation Schedule) shall, within five (5) Business Days of such determination, pay to the Buyer the amount of such difference, by wire transfer of immediately available funds to the bank account specified by the Buyer. The Buyer shall provide wire instructions to the Sellers' Representative with respect to such payment at least two (2) Business Days prior to the payment thereof. (vi) if the amount of the Final Closing Indebtedness is less than the Estimated Closing Indebtedness, the Buyer shall, within five (5) Business Days of such determination, pay to the Sellers' Representative (for distribution to the Sellers in accordance with the Allocation Schedule) the amount of such difference by wire transfer of immediately available funds to the bank accounts specified by the Sellers' Representative. The Sellers' Representative shall provide wire instructions to the Buyer with respect to such payment at least two (2) Business Days prior to the payment thereof. (vii) if the amount of Final Closing Indebtedness is more than the Estimated Closing Indebtedness, the Sellers' Representative (on behalf of all Sellers, in accordance with the Allocation Schedule) shall, within five (5) Business Days of such determination, pay to the Buyer the amount of such difference by wire transfer of immediately available funds to the bank account specified by the Buyer. The Buyer shall provide wire instructions to the Sellers' Representative with respect to such payment at least two (2) Business Days prior to the payment thereof. (viii) any and all payments to be made on the same day pursuant to this Section 2.2(e) shall be made simultaneously and netted against each other as appropriate. 7 The Sellers' Representative shall distribute to the Sellers, in accordance with their Pro Rata Percentage Interest, any amounts received by the Sellers' Representative pursuant to this SECTION 2.2, on behalf of the Sellers, within two (2) Business Days of the receipt thereof. (f) Cooperation. For purposes of complying with the terms set forthherein, each Party will cooperate with and promptly make available to the otherParty and its auditors and representatives all information, records, data andsupporting papers relevant to the preparation of the determination of theEstimated Net Working Capital, the Closing Date Balance Sheet and the ClosingSchedule and the calculation of Estimated Net Working Capital and any adjustmentbeing disputed with respect to the Closing Date Balance Sheet and the ClosingSchedule, and will cause the ATT Subsidiaries upon reasonable advance writtennotice to permit access to the other Party's personnel and work papers and anyother materials and information reasonably necessary in connection with suchreview (hard copy and electronic), other than proprietary work papers of anyParty's auditors, as may be reasonably required in connection with thepreparation and analysis of the Closing Date Balance Sheet and the ClosingSchedule and the resolution of any disputes thereunder. The Parties shallexecute customary access letters with any auditor as a condition to obtainingaccess to such auditors' work papers. 2.3 Sellers' Representative. (a) For purposes of this Agreement, the "Sellers' Representative"shall be WIND POINT INVESTORS V, L.P. By execution hereof, each of the Sellersdoes hereby make, constitute and appoint the Sellers' Representative, as his,her or its agent, to act in his, her or its name, place and stead, as suchSeller's attorney-in-fact, (i) to execute and deliver all documents necessary ordesirable to carry out the intent of this Agreement, the Equity CommitmentLetter and the Escrow Agreement, (ii) to make all elections or decisionscontemplated by this Agreement, the Equity Commitment Letter and the EscrowAgreement, including, the initiation or defense of claims for indemnificationhereunder and thereunder, and (iii) to give and receive on behalf of the Sellersany and all notices from or to any Seller or Sellers hereunder or thereunder,(iv) subject to SECTION 2.3(C) an ...