This Deed is made on [insert day and month] 20[insert year] Parties 1 [insert name of guarantor entity] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Guarantor); and 2 [insert name of the buyer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Buyer). BACKGROUND: (A) The Buyer has agreed to purchase the Business as a going concern pursuant to the terms of the APA. (B) The Guarantor has agreed to guarantee the performance by the Seller of its obligations and liabilities under the APA and provide the Buyer with an indemnity in respect of such obligations of the Seller. The parties agree: 1 Definitions and interpretation 1.1 In this Deed, unless otherwise provided: APA • means the asset purchase agreement between the Buyer and the Seller made on or about the date hereof with respect to the sale and purchase of the Business as a going concern, together with certain assets, properties and rights of the Business, as described in the APA; Business

This Deed is made on [insert day and month] 20[insert year] Parties 1 [Insert name of guarantor entity] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Guarantor); and 2 [Insert name of the buyer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Buyer). BACKGROUND: (A) The Buyer has agreed to purchase the entire issued share capital of the Company pursuant to the terms of the SPA. (B) The Guarantor has agreed to guarantee the performance by the Seller of its obligations and liabilities under the SPA and provide the Buyer with an indemnity in respect of such obligations of the Seller. The parties agree: 1 Definitions and interpretation 1.1 In this Deed, unless otherwise provided: Business Day • means a day, other than a Saturday, Sunday or public holiday on which clearing banks generally are open for non-automated commercial business in the City of London and Business Days means two or more of them; Company

The legal systems of many jurisdictions, in particular many European jurisdictions, impose restrictions and limitations on upstream guarantees, ie guarantees from subsidiaries to parent companies. In order to ensure obligors are providing guarantees only up to the amount permitted without breaching local law, guarantee limitation language is typically inserted into the facilities agreement by local counsel.

A guarantee limited by amount is a guarantee limited to a specified sum and whether it is so limited depends on whether the surety is surety for only a part of the debt or for the whole debt.

This Practice Note explains the right to a guarantee payment for a workless day for certain employees who are laid off or put on short-time working, under section 28 of the Employment Rights Act 1996 (ERA 1996). It explains the interaction between guarantee payments and statutory redundancy payments, who qualifies for a guarantee payment, the need for there to be a ‘workless day’ within the statutory definition, the prescribed reasons for the failure to provide work and the effect of industrial disputes. The Practice Note also sets out when the right to a payment will be lost, how a guarantee payment is calculated, and how the right to a payment is enforced in the employment tribunal. In practice the question whether a guarantee payment is due will usually arise in the case of hourly paid or piece rate workers because they are most likely to be working under contracts which give the employer the right to lay off without pay. The basic right The basic right to a guarantee payment is set out in ERA 1996, s 28. An employee

Add the following party: [Insert guarantor name] [ Limited OR PLC] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Guarantor); Add to the following background provision: The Guarantor has, at the request of the Issuer, agreed to provide the Guarantee. Clause 1.1 —Add the following definition: Guarantee means the guarantee contained in clause 11 granted by the Guarantor on the terms set out in [Schedule 6 OR Schedule 7]; Clause 2.1—Add the following before ‘subordinated’: guaranteed [ Loan note instrument—buyout—sellers only: Clause 3.2 — Add the following new sub-clause: ] The Notes shall be guaranteed in accordance with the Guarantee. [ Loan note instrument—buyout—corporate investors and Loan note instrument—buyout—managers only: Clause 3.3—Add the following new sub-clause: ] The Notes shall be guaranteed in accordance with the Guarantee.

Parties clause of precedent: Loan note instrument—private M&A—share purchase: Add the following party: [Insert guarantor company name] [ Limited OR plc ] incorporated in [England and Wales OR [insert other country of incorporation]] under number [insert company number] whose registered office is at [insert address] (Guarantor) Recitals paragraph of precedent: Loan note instrument—private M&A—share purchase: Add the following recital: The Guarantor has, at the request of the Issuer, agreed to provide the Guarantee. Clause 1.1 of precedent: Loan note instrument—private M&A—share purchase: Add the following definition: Guarantee means the guarantee contained in clause 11 granted by the Guarantor on the terms set out in Schedule 6; Clause 2.1 of precedent: Loan note instrument—private M&A—share purchase: Add the following before ‘subordinated’: guaranteed Clause 3.2 of precedent: Loan note instrument—private M&A—share purchase: Add the following new sub-clause: The

Guaranteed Insurability Options are options built into a protection contract allowing the policyholder to increase the level of cover subject to a certain limit without evidence of health when a particular event has happened. Examples might be marriage, birth, retirement, increase in IHT liability.

Annuity payable for life but guaranteed for a given period of years, typically five. The annuity is paid until the person receiving it dies.

A form of guarantee offered by pre-1990 pension schemes as to a annuity'>guaranteed annuity rate payable, which is usually generous, at retirement.

These are minimum conversion factors to be used by a provider when an annuity falls to be secured. Many pension policies issued before 1988 offered guarantees on the terms at which the cash values of the policy could be converted into pension at retirement. Subsequent falls in annuity rates made these guarantees valuable for policy holders and onerous for issuers (such as Equitable Life).

What is a guaranteed annuity rate (GAR)? Many pension policies issued before 1988 offered their members a GAR. A GAR is an entitlement to a specific annuity rate which is triggered if the member buys an annuity from their pensions provider. It may give a member a higher level of income than what is available in the open market, especially if the GAR was offered at a time where market annuity rates were higher than what they are now. A GAR may therefore be valuable. However, it is important to check the terms and conditions attached to a GAR as some GARs may come with conditions, eg: • some GARs may only be taken on the scheme's selected retirement date (eg they may not be available to a member who takes early or late retirement)—note, however, that some pension providers may provide a grace period during which a GAR continues to be valid beyond the member's normal retirement date, or • a GAR may not necessarily apply if the member wants joint-life cover (as opposed to single-life cover)