ASSET PURCHASE AGREEMENT

Exhibit 10.15

ASSET PURCHASE AGREEMENT

dated as of

June 29, 2006

PIONEER INC. AUTOMOTIVE PRODUCTS,

UNITED COMPONENTS, INC.

and

PIONEER, INC.

TABLE OF CONTENTS

						Page
ARTICLE I. PURCHASE AND SALE OF ASSETS							1
		Section 1.1.		Purchase and Sale of Assets			1
		Section 1.2.		Assumption of Liabilities			2
		Section 1.3.		Excluded Assets and Excluded Liabilities			2
		Section 1.4.		Purchase Price and Terms			3
		Section 1.5.		Closing			3
		Section 1.6.		Allocation of Purchase Price			4
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLER							4
		Section 2.1.		Corporate Organization and Authority of Seller			4
		Section 2.2.		No Conflict			5
		Section 2.3.		Financial Statements			5
		Section 2.4.		Assets			5
		Section 2.5.		Contracts; No Defaults			5
		Section 2.6.		Machinery, Equipment and Other Tangible Property			7
		Section 2.7.		Intellectual Property			7
		Section 2.8.		Real Property			7
		Section 2.9.		Litigation and Proceedings			7
		Section 2.10.		Employee Benefit Plans			7
		Section 2.11.		Labor Relations			9
		Section 2.12.		Legal Compliance			10
		Section 2.13.		Environmental Matters			10
		Section 2.14.		Taxes			10
		Section 2.15.		Governmental Authorities: Consents			10
		Section 2.16.		Licenses, Permits and Authorizations			11
		Section 2.17.		Brokers’ Fees			11
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF PURCHASER							11
		Section 3.1.		Corporate Organization and Authority of Purchaser			11
		Section 3.2.		No Conflict			11
		Section 3.3.		Litigation and Proceedings			12
		Section 3.4.		Governmental Authorities: Consents			12
		Section 3.5.		Financial Ability			12
		Section 3.6.		Brokers’ Fees			12
		Section 3.7.		Purchaser Acknowledgment			12
ARTICLE IV. COVENANTS AND AGREEMENTS OF SELLER							12
		Section 4.1.		Conduct of Business			12
		Section 4.2.		Inspection			13
		Section 4.3.		No Solicitations			13
ARTICLE V. COVENANTS AND AGREEMENTS OF PURCHASER							13
		Section 5.1.		Product Liability Insurance			13
		Section 5.2.		Investigation			13

		Section 5.3.		Access to Books and Records			13
ARTICLE VI. JOINT COVENANTS AND AGREEMENTS							14
		Section 6.1.		Support of Transaction			14
		Section 6.2.		Update Information			14
		Section 6.3.		Transfer Taxes			14
		Section 6.4.		Certain Employee Benefits Matters			15
ARTICLE VII. CONDITIONS TO OBLIGATIONS							16
		Section 7.1.		Conditions to Obligations of Purchaser and Seller			16
		Section 7.2.		Conditions to Obligations of Purchaser			16
		Section 7.3.		Conditions to the Obligations of Seller			17
ARTICLE VIII. TERMINATION							17
		Section 8.1.		Termination			17
		Section 8.2.		Effect of Termination			18
ARTICLE IX. INDEMNIFICATION							18
		Section 9.1.		Survival of Representations, Etc			18
		Section 9.2.		Indemnification			18
		Section 9.3.		Conduct of Proceedings			19
		Section 9.4.		Sole Remedy; Time Limitation			20
ARTICLE X. CERTAIN DEFINITIONS							20
ARTICLE XI. MISCELLANEOUS							24
		Section 11.1.		Waiver			24
		Section 11.2.		Notices			24
		Section 11.3.		Assignment			25
		Section 11.4.		Third Parties			25
		Section 11.5.		Expenses			25
		Section 11.6.		Construction			25
		Section 11.7.		Captions; Counterparts			26
		Section 11.8.		Entire Agreement			26
		Section 11.9.		Amendments			26
		Section 11.10.		Publicity			26
		Section 11.11.		Arbitration			26

Schedules
Schedule 1.3		-		Excluded Assets
Schedule 2.2		-		No Conflict
Schedule 2.3		-		Financial Statements
Schedule 2.4		-		Liens
Schedule 2.5		-		Contracts
Schedule 2.7		-		Intellectual Property
Schedule 2.8		-		Real Property
Schedule 2.9		-		Litigation and Proceedings
Schedule 2.10		-		Employee Benefits
Schedule 2.11		-		Labor Matters
Schedule 2.12		-		Legal Compliance
Schedule 2.13		-		Environmental Matters
Schedule 2.14		-		Tax Matters
Schedule 2.15		-		Governmental Authorities; Consents
Schedule 2.17		-		Brokers’ Fees
Schedule 3.4		-		Consents

EXHIBITS

Exhibit A		-		Form of Bill of Sale
Exhibit B		-		Form of Assignment and Assumption Agreement
Exhibit C		-		Form of Champion Labs Supply Agreement

ASSET PURCHASE AGREEMENT

          This Asset Purchase Agreement (this “ Agreement ”) is entered into by and among United Components, Inc., a Delaware corporation, Pioneer Inc. Automotive Products, a Mississippi corporation (“ Purchaser ”) and Pioneer, Inc., a Mississippi corporation (“ Seller ”), as of this 29th day of June, 2006.

RECITALS:

          WHEREAS, Seller engages in the business of the distribution and sale of engine and driveline component replacement parts for the automotive aftermarket (the “ Business ”);

          WHEREAS, upon the terms and subject to the conditions set forth herein, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, substantially all of the assets used or held for use in the operation of the Business;

          WHEREAS, in connection with the purchase and sale of assets described above, the parties desire that, upon the terms and subject to the conditions set forth herein, Purchaser assume all of the liabilities of Seller relating to the operation of the Business, except as specified herein; and

          WHEREAS, certain capitalized terms used herein have the meanings assigned to them in Article X hereof.

AGREEMENT:

          In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.
PURCHASE AND SALE OF ASSETS

     Section 1.1. Purchase and Sale of Assets . Upon the terms and subject to the conditions contained herein, at the Closing, Seller will sell, convey, transfer and assign to Purchaser, and Purchaser will purchase from Seller, all of the right, title and interest of Seller in and to the properties and assets used or held for use in the operation of the Business, other than the Excluded Assets (the “ Assets ”), including, without limitation, all of Seller’s right, title and interest in and to the following:

               (i) all machinery, equipment and other tangible personal property used or held for use in the operation of the Business (the “ Machinery and Equipment ”);

               (ii) all Owned Real Property owned by Seller and used or held for use in the operation of the Business;

               (iii) all contracts, agreements, subcontracts and leases entered into by

Seller in connection with the operation of the Business (“ Contracts ”);

               (iv) all patents, trademarks, service marks, trade names, copyrights, know how, technology, inventions and domain names and any registrations or applications for registration of any of the foregoing used or held for use by Seller in the operation of the Business (the “ Intellectual Property ”);

               (v) all refunds, deposits and prepaid expenses relating to the operation of the Business, including, but not limited to, any prepaid Taxes other than prepaid income or franchise Taxes (“ Prepaid Taxes ”);

               (vi) all items of inventory, including raw materials, work in process, finished goods, supplies and spare parts held in connection with the operation of the Business;

               (vii) all accounts receivable of Seller as of the Closing Date related exclusively to the Business;

               (viii) all transferable licenses, authorizations and permits issued or granted by any Government Authority in connection with the operation of the Business; and

               (ix) all books, records, files and papers relating to the Business and the Assets.

     Section 1.2. Assumption of Liabilities . Upon the terms and subject to the conditions contained herein, at the Closing, Purchaser shall assume and become responsible for all liabilities and obligations of Seller relating to the operation of the Business, whether known or unknown, fixed or contingent, other than the Excluded Liabilities (the “ Assumed Liabilities ”).

     Section 1.3. Excluded Assets and Excluded Liabilities .

          (a) The parties expressly acknowledge and agree that the following assets and properties (the “ Excluded Assets ”) shall be excluded from the Assets being purchased by Purchaser pursuant to this Agreement:

               (i) all cash and cash equivalents of Seller;

               (ii) all Assets set forth on Schedule 1.3 hereof;

               (iii) all Tax Returns and supporting materials, all original financial statements and supporting materials, all books and records that Seller is required by law to retain, all of Seller’s organizational documents, corporate books and records (including minute books and stock ledgers) and originals of account books of original entry, all records of Seller relating to the sale of the Assets and any documents relating to the Excluded Assets; and

               (iv) any right or interest in and to any Tax Asset, other than Prepaid Taxes, for periods (or portions thereof) ending on or before the Closing Date.

          (b) The parties expressly acknowledge and agree that the following liabilities

and obligations (the “ Excluded Liabilities ”) shall be excluded from the liabilities being assumed by Purchaser pursuant to this Agreement:

               (i) all liabilities of Seller for Taxes, except to the extent Purchaser acquires Prepaid Taxes as set forth in Section 1.1(v) or except as otherwise provided herein;

               (ii) all Asbestos Liabilities;

               (iii) all liabilities of Seller for compliance with Environmental Laws prior to the Closing Date;

               (iv) any product liability claims concerning products which are sold by the Business prior to the Closing Date;

               (v) any indebtedness owed by Seller to its Affiliates as of the Closing Date for borrowed money or otherwise;

               (vi) the Employee Plans and all assets and liabilities related thereto, other than assets of the Seller’s 401(k) Plan related to current or former employees of the Business;

               (vii) all liabilities with respect to claims for workers compensation for incidents occurring prior to the Closing and remaining unpaid as of the Closing; and

               (viii) all liabilities with respect to claims arising out of the Asset Purchase Agreement, dated as of January 13, 2006, by and between Seller and Clutch Auto Limited, including guarantee of rent payments by Pioneer Clutch, Inc. that are due under the Lease Contract, dated as of January 17, 2006, by and among Mel Bonds L.P., Pioneer Clutch, Inc., and Seller.

     Section 1.4. Purchase Price and Terms . Upon the terms and subject to the conditions contained herein, as consideration for the Assets, Seller will pay to Purchaser, by wire transfer of immediately available funds to an account designated by Seller in writing, Eleven Million Eight Hundred Thousand U.S. Dollars ($11,800,000) (the “ Purchase Price ”).

     Section 1.5. Closing .

          (a) The consummation of (i) the purchase and sale of the Assets and (ii) the assumption of the Assumed Liabilities (the “ Closing ”) shall take place at 10:00 a.m., local time, on June 30 ^th , 2006, at the offices of Latham & Watkins LLP, 555 Eleventh Street, N.W., Suite 1000, Washington, DC 20004, or at such other time or place as Seller and Purchaser may agree in writing (the day on which the Closing takes place being referred to herein as the “ Closing Date ”).

          (b) At the Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Purchaser:

               (i) one or more general warranty deeds conveying to Purchaser good

and marketable fee simple title to the Owned Real Property;

               (ii) a Bill of Sale substantially in the form attached hereto as Exhibit A (the “ Bill of Sale ”);

               (iii) an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit B (the “ Assignment and Assumption Agreement ”);

               (iv) one or more instruments of assignment assigning to Purchaser all of Seller’s interest in the Intellectual Property, which, to the extent necessary to assign such rights, shall be in recordable form; and

               (v) the other documents required to be delivered by Seller pursuant to Article VII hereof.

          (c) At the Closing, Purchaser shall cause to be paid to Seller, in the manner provided in Section 1.4 hereof, the Purchase Price, and Purchaser shall execute and deliver to Seller:

               (i) an instrument of assumption evidencing Purchaser’s assumption of the Assumed Liabilities;

               (ii) the Assignment and Assumption Agreement; and

               (iii) the other documents required to be delivered by Purchaser pursuant to Article VII hereof.

     Section 1.6. Allocation of Purchase Price . Purchaser and Seller shall negotiate in good faith to agree within ninety (90) calendar days of the Closing Date on an allocation of the Purchase Price in accordance with the requirements of Section 1060 of the Code. Purchaser and Seller shall each file with their respective federal income tax returns for the tax year in which the Closing occurs, IRS Form 8594 containing the information agreed upon by the parties pursuant to the immediately preceding sentence. Purchaser and Seller shall each deliver to the other a copy of the IRS Form 8594 as filed with their respective federal income tax returns within thirty (30) days after the filing of such return. Purchaser agrees to report the purchase of the Assets, and Seller agrees to report the sale of the Assets, for income tax purposes (including but not limited to, on their respective income tax returns), in a manner consistent with the information agreed upon by the parties pursuant to this Section and the information contained in IRS Form 8594.

ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF SELLER

          Seller represents and warrants to Purchaser that, as of the date of this Agreement:

     Section 2.1. Corporate Organization and Authority of Seller . Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State

of Mississippi. Seller has the corporate power and authority to own or lease its properties and to conduct the Business as it is now being conducted, and Seller has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Seller is duly licensed or qualified and in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations or financial condition of Seller, taken as a whole, or the ability of Seller to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of Seller, and no other corporate proceeding on the part of Seller is necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

     Section 2.2. No Conflict . Except as set forth in Schedule 2.2 , the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby does not and will not violate any provision of, or result in the breach of, any applicable law, rule or regulation of any Governmental Authority, the Certificate of Incorporation, Bylaws or other organizational documents of Seller, or any agreement, indenture or other instrument to which Seller is a party or by which Seller may be bound, or of any order, judgment or decree applicable to any of them, or terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien, charge or encumbrance upon any of the properties or assets of Seller, or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, acceleration, termination or creation of a Lien, except to the extent that the occurrence of any of the foregoing would not have a material adverse effect on (i) the ability of Seller to enter into and perform its obligations under this Agreement or (ii) the business, operations or financial condition of Seller.

     Section 2.3. Financial Statements . Attached as Schedule 2.3 hereto is the unaudited balance sheet of Seller as of April 30, 2006 (the “ April 30th Balance Sheet ”) and (ii) the related unaudited statement of operations of Seller for the four-month period ended April 30 ^th , 2006 (the “ April 30 ^th Statement of Operations ”). The April 30th Balance Sheet fairly presents in all material respects the assets and liabilities of Seller as of April 30th, 2006, and the April 30th Statement of Operations fairly present in all material respects the results of operation of Seller for the twelve-month period ended April 30th, 2006.

     Section 2.4. Assets . Except with respect to the Owned Real Property (as to which certain representations are made pursuant to Section 2.9 hereof), Seller owns and has good title to the material Assets, which are reflected as owned by Seller on the books of Seller, free and clear of all Liens, other than (i) Permitted Liens and (ii) Liens set forth on Schedule 2.4 .

     Section 2.5. Contracts; No Defaults .

          (a) Subject to restrictions on the disclosure of confidential information, Schedule 2.5 contains a list of all Contracts described in clauses (i) through (ix) below to which Seller is a party, other than any such Contract (a) which will be terminated at or prior to the Closing or (b) as to which neither Purchaser nor any of its Subsidiaries will have any liability following the Closing, to the extent that such Contracts relate to the operation of the Business. True, correct and complete copies of contracts referred to in clauses (i)-(ix) below have been delivered to or made available to Purchaser or its agents or representatives.

               (i) Each Contract providing for the performance of services or the delivery of goods and/or materials by or to Seller entered into outside the ordinary course of business of Seller and which provides for consideration to be furnished to or by Seller of value in excess of $250,000 in any one year;

               (ii) Each note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other contract for money borrowed, including any agreement or commitment for future loans, credit or financing;

               (iii) Each lease, rental or occupancy agreement involving aggregate payments in excess of $250,000 in any one year;

               (iv) Each material licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of Intellectual Property, other than customary employee, vendor and other non-disclosure agreements;

               (v) Each joint venture agreement, partnership agreement or limited liability company agreement;

               (vi) Each Contract that limits the right of Seller to compete in any industry or geographic area;

               (vii) Each Contract which obligates Seller to clean-up or remediate any environmental contaminants; and

               (viii) Each Contract relating to the acquisition or disposition by Seller of any material business.

          (b) Except as set forth on Schedule 2.5 , (i) the Contracts listed pursuant to Section 2.5(a) hereof are in full force and effect, (ii) such Contracts are enforceable against Seller and, to the knowledge of Seller, the other parties thereto, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject to general principles of equity and (iii) no condition exists or event has occurred which, with notice or lapse of time or both, would constitute a default by Seller under the Contracts listed pursuant to paragraph (a) of this Section 2.5, or, to the knowledge of Seller, any other party thereto, except where the occurrence of such event or existence of any such condition would not have a material adverse effect on the business, operations or financial condition of Seller.

     Section 2.6. Machinery, Equipment and Other Tangible Property . The Machinery and Equipment taken as a whole, is suitable in all material respects for the purposes for which it is presently used, and the Machinery and Equipment, taken as a whole, is in good condition and repair (reasonable wear and tear excepted).

     Section 2.7. Intellectual Property . Schedule 2.7 lists each material patent, registered trademark, service mark and trade name, registered copyright and domain name and applications for any of the foregoing, held by Seller and used in the operation of the Business, other than those that constitute Excluded Assets. The Contracts listed on Schedule 2.5 include all license or sublicense agreements entered into by Seller in connection with the conduct of the Business with respect to any patent, trademark, service mark, logo, trade name, copyright or domain name (other than those that constitute Excluded Assets) to which Seller is a party and which is material to the operation of the Business, as presently being conducted. Except as set forth on Schedule 2.7 , to the knowledge of Seller, (i) Seller owns or has the right to use pursuant to license, sublicense, agreement or permission, each item of Intellectual Property used in the operation of the Business as currently conducted, except where the failure to hold such title or have such rights would not have a material adverse effect on the business, operations or financial condition of Seller, and (ii) there is no claim of infringement pending or threatened against Seller relating to any material item of Intellectual Property used in the operation of the Business, as presently conducted.

     Section 2.8. Real Property . Schedule 2.8 lists the address and legal description of all real property in which Seller has an ownership interest (the “ Owned Real Property ”). Schedule 2.8 lists all of the agreements pursuant to which Seller leases, subleases, licenses or otherwise occupies any real property (the “ Leased Real Property ” and together with the Owned Real Property, the “ Real Property ”). Except as set forth on Schedule 2.8 , Seller has good and marketable fee simple title to all Owned Real Property, subject only to any (i) Permitted Liens, (ii) Liens constituting leases, subleases or occupancy agreements that give any third party any right to occupy any portion of the Real Property and (iii) Liens reflected on any survey or in any title report delivered to Purchaser prior to the date of this Agreement.

     Section 2.9. Litigation and Proceedings . Except as set forth on Schedule 2.9 , and except for proceedings giving rise solely to liabilities constituting Excluded Liabilities, there are no lawsuits, actions, suits, claims or other proceedings at law or in equity, or to the knowledge of Seller, investigations, before or by any court or Governmental Authority or before any arbitrator pending or, to the knowledge of Seller, threatened, against Seller, other than any such proceeding which could not reasonably be expected to have a material adverse effect on the business, operations or financial condition of Seller. Except as set forth on Schedule 2.9 , there is no unsatisfied judgment, order or decree requiring payment of monetary damage or any open injunction binding upon Seller that could be expected to have a material adverse effect on the business, operations or financial condition of Seller.

     Section 2.10. Employee Benefit Plans .

          (a) Definitions . The following terms, when used in this Section 2.10, shall have the following meanings. Any of these terms may, unless the context otherwise requires, be used in the singular or the plural depending on the reference.

               (i)  Employee Plans . “Employee Plans” shall mean all Supplemental Benefit Obligations, Multiemployer Plans, Pension Plans and Welfare Plans.

               (ii)  ERISA . “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

               (iii)  Multiemployer Plan . “Multiemployer Plan” shall mean any “multiemployer plan,” as defined in Section 4001(a)(3) of ERISA, (A) which Seller maintains, administers, contributes or is required to contribute to and (B) which covers any employee or former employee of Seller or any of its Subsidiaries.

               (iv)  PBGC . “PBGC” shall mean the Pension Benefits Guaranty Corporation.

               (v)  Pension Plan . “Pension Plan” shall mean any “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) (A) which Seller maintains, administers, contributes to or is required to contribute to and (B) which covers any employee or former employee of Seller.

               (vi)  Supplemental Benefit Obligations . “Supplemental Benefit Obligations” shall mean any employment, consulting, severance or other similar agreement, contract, plan or program providing for payment in lieu of compensation, deferred compensation, profit-sharing bonuses, stock options, stock appreciation rights, stock purchases or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (A) is not a Welfare Plan, Pension Plan or Multiemployer Plan, (B) is entered into, maintained, contributed to or required to be contributed to, as the case may be, by Seller, and (C) covers any employee or former employee of Seller.

               (vii)  Welfare Plan . “Welfare Plan” shall mean any “employee welfare benefit plan” as defined in Section 3(1) of ERISA, (A) which Seller maintains, administers, contributes to or is required to contribute to, and (B) which covers any employee or former employee of Seller.

          (b) Disclosure . Schedule 2.10 contains a complete list of Employee Plans that cover employees of Seller.

          (c) Representations . Except as set forth in Schedule 2.10 and as would not have a material adverse effect on the business, operations or financial condition of the Seller, Seller represents and warrants as follows:

               (i)  Pension Plans .

          (A) Each Pension Plan and each related trust agreement which is intended to be qualified and tax-exempt under the provisions of Code Sections 401(a) and 501(a) has been determined by the Internal Revenue Service to be so qualified and tax-exempt or application for such determination has been made.

          (B) Each Pension Plan and each related trust agreement,

annuity contract or other funding instrument is in material compliance with its terms and, both as to form and in operation, with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such plans, including without limitation ERISA and the Code.

               (ii)  Multiemployer Plans . There are no Multiemployer Plans that cover those employees of Seller employed in connection with the operation of the Business.

               (iii)  Welfare Plans . Each Welfare Plan which covers those employees or former employees of Seller employed in connection with the conduct of the Business is in material compliance with its terms and, both as to form and operation, with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Welfare Plan, including without limitation ERISA and the Code.

               (iv)  Supplemental Benefit Obligations . Each Supplemental Benefit Obligation is in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Supplemental Benefit Obligations.

     Section 2.11. Labor Relations .

          (a) Seller is not a party to any collective bargaining agreement. The Contracts listed on Schedule 2.5 also include all written employment or severance agreements to which Seller is a party with respect to any employee of Seller employed in connection with the conduct of the Business whose compensation or benefits during the fiscal year ended December 31, 2005, exceeded $75,000 and which may not be terminated at will, or by giving notice of thirty (30) days or less, without cost or penalty. Seller has delivered or made available to Purchaser true, correct and complete copies of each such Contract, as amended to date.

          (b) Except as set forth on Schedule 2.11 :

               (i) There are no strikes, work stoppages, slowdowns or lockouts pending or, to the knowledge of Seller, threatened, which involve the employees of Seller and which could have a material adverse affect on the assets, business or financial condition of Seller.

               (ii) There are no arbitrations or grievances pending against Seller, nor, to the knowledge of Seller, are there any such arbitrations or grievances threatened, which could have a material adverse affect on the assets, business or financial condition of Seller.

               (iii) To the knowledge of Seller, there is no organizing activity involving the employers pending or threatened by any labor union or group of employees. There are no representation proceedings pending or, to the best knowledge of Seller, threatened before the National Labor Relations Board which relate to the employees of Seller, and no labor organization or group of employees of Seller has made a pending demand for recognition by Seller.

               (iv) There are no unfair labor practice charges, grievances or

complaints pending or, to the knowledge of Seller, threatened against Seller by or on behalf of any employee of Seller and which could have a material adverse affect on the assets, business or financial condition of Seller.

     Section 2.12. Legal Compliance . Except with respect to matters set forth on Schedule 2.12 , and except with respect to compliance with Environmental Laws (as to which certain representations and warranties are made pursuant to Section 2.13), Seller is in compliance with all laws (including rules and regulations thereunder) of federal, state, local and foreign governments (and all agencies thereof) applicable thereto, except where such instances of noncompliance would not have a material adverse effect on the business, operations or financial condition of Seller.

     Section 2.13. Environmental Matters . Except as set forth on Schedule 2.13 , (i) Seller is in substantial compliance with all Environmental Laws, (ii) Seller has no liability under any Environmental Law which is material to the business, operations or financial condition of Seller, (iii) no written notices of any violation or alleged violation of any Environmental Law relating to the operations or properties of Seller have been received by Seller and (iv) there are no writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits, claims, proceedings or investigations pending or, to the knowledge of Seller, threatened, against Seller relating to compliance with any Environmental Law.

     Section 2.14. Taxes . Except as otherwise disclosed in Schedule 2.14 :

               (a) All Taxes of Seller that are due and payable and that could give rise to a Lien on the Assets have been duly and timely paid.

               (b) All Tax Returns of Seller for Taxes that could give rise to a Lien on the Assets have been duly and timely filed, except for those returns for which the time for filing thereof has been validly extended, and such Tax Returns are correct and complete in all material respects.

               (c) None of the Tax Returns of Seller are being audited by any Governmental Authority.

               (d) None of the Assets is an asset or property that Purchaser or any of its Affiliates is or will be required to treat as being (i) owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, and in effect immediately before the enactment of the Tax Reform Act of 1986, or (ii) tax-exempt use property within the meaning of Section 168(h)(1) of the Code.

               (e) Seller has not made any payments and is not obligated to make any payments or is not a party to any agreement that could obligate it to make any payments in connection with the transactions contemplated by this Agreement, that will not be deductible under Code Section 280G.

     Section 2.15. Governmental Authorities: Consents . Assuming the truth and completeness of the representations and warranties of Purchaser contained in this Agreement, no consent, approval or authorization of, or designation, declaration or filing with, any

Governmental Authority or other third party is required on the part of Seller with respect to Seller’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except as disclosed in Schedule 2.15 .

     Section 2.16. Licenses, Permits and Authorizations . All material licenses, franchises and other permits of or with any Governmental Authority, whether foreign, federal, state or local, held by Seller in connection with the conduct of the Business are in full force and effect, and such licenses, approvals, consents, franchises and permits constitute all of the material licenses, approvals, consents, franchises and permits necessary to permit Seller to conduct the Business, as currently conducted.

     Section 2.17. Brokers’ Fees . Except as set forth on Schedule 2.17 , no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by Seller or any of its Affiliates.

ARTICLE III.
REPRESENTATIONS AND WARRAN