PURCHASE AND SALE AGREEMENT Dated February 27, 2009

Exhibit 10.1

EXECUTION COPY

PURCHASE AND SALE AGREEMENT

Dated February 27, 2009

BETWEEN

TEXTRON INC., AS U.S. SELLER

TEXTRON LIMITED, AS U.K. SELLER

WOODWARD GOVERNOR COMPANY, AS U.S. PURCHASER

AND

WOODWARD (U.K.) LIMITED, AS U.K. PURCHASER

THIS PURCHASE AND SALE AGREEMENT IS SUBJECT TO REVISION BY THE SELLER AT ANY TIME AND MUST BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE TERMS OF THE CONFIDENTIALITY AGREEMENT ENTERED INTO BETWEEN THE RECIPIENT OF THIS AGREEMENT AND THE SELLER

TABLE OF CONTENTS

LIST OF EXHIBITS

DEFINITIONS

Definitions . The following terms which appear in this Agreement are defined in the following Sections:

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT, is entered into as of February 27, 2009 (“ Agreement ”), by and among TEXTRON INC., a Delaware corporation having its principal place of business at 40 Westminster Street, Providence, Rhode Island (“ U.S. Seller ”), TEXTRON LIMITED, a company incorporated and registered in England and Wales with company number 02657253, whose registered office is at 23 Bedford Row, London, England WC1R 4EB (“ U.K. Seller ” and, together with U.S. Seller, the “ Sellers ” ), Woodward Governor Company, a Delaware corporation having its principal place of business at 1000 East Drake Road, Fort Collins, Colorado (“ U.S. Purchaser ”), and Woodward (U.K.) Limited, a company registered in England and Wales with company number 6829573 and whose registered office is at 19D Brighouse Court, Barnwood, Gloucester, England (“ U.K. Purchaser ” and together with U.S. Purchaser, the “ Purchasers ”).

RECITALS

A. U.S. Seller owns all of the issued and outstanding Shares, as hereinafter defined, of HR TEXTRON INC., a Delaware corporation (“ Company ”).

B. The Company’s business (the “ Business ”) is comprised of the following product lines, products and related services, including in each case the design, manufacture, sale (including aftermarket sales) and support services of such products: (1) Weapons and Space Controls - electromechanical flight control actuators for the defense and space industries; (2) Aircraft Controls — electrohydraulic actuators, hydromechanical actuators and electromechanical actuators for the military and commercial aircraft and general aviation industries; (3) Servo Controls - servovalves for flight controls, engine fuel and landing gear systems for the military and commercial aircraft industries; (4) Turret Controls — hydraulic turret control systems, including software, for the military aircraft and armored vehicle industries; and (5) Fuel and Pneumatics - valves, actuators and reservoirs incorporated into OEM systems for the military and commercial aircraft industries.

C. U.K. Seller’s HR Textron division is involved in the business of assembling, repairing, maintaining and selling servovalves for use in commercial and military aircraft controls, anti-submarine and anti-surface ship warfare and turret controls (the “ U.K. Business ,” and together with the Business, the “ Global Business ”).

D. U.S. Purchaser desires to purchase and U.S. Seller desires to sell the Shares, on the terms and conditions set forth herein.

E. U.K. Purchaser desires to purchase the Purchased Assets and assume the Assumed Liabilities, and U.K. Seller desires to sell the Purchased Assets and assign the Assumed Liabilities on the terms and conditions set forth herein.

AGREEMENT

In consideration of the premises and of the mutual agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE I
Purchase and Sale

1.1. Purchase of Shares from U.S. Seller . On the terms and subject to the conditions set forth in this Agreement, at the Closing, U.S. Seller shall sell, transfer, convey, assign and deliver to U.S. Purchaser or Affiliates of U.S. Purchaser (such Affiliates to be designated by U.S. Purchaser at least five (5) business days prior to the Closing Date), free and clear of all Share Encumbrances, as hereinafter defined, and U.S. Purchaser or such Affiliates shall purchase, acquire and accept from U.S. Seller, all of the rights, title and interest of U.S. Seller in and to the Shares. At the Closing, U.S. Seller shall deliver to U.S. Purchaser a certificate evidencing the Shares duly endorsed for transfer and with all transfer stamps attached and such other instruments as may be reasonably requested by U.S. Purchaser to transfer full legal and beneficial ownership of the Shares to U.S. Purchaser, free and clear of all Share Encumbrances. The term “ Affiliate ”, as to any person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such person.

1.2. Purchase of Assets and Assumption of Liabilities from U.K. Seller .

(a)  Assets to be Transferred . On the terms and subject to the conditions set forth in this Agreement, at the Closing U.K. Seller shall sell, transfer, convey, assign and deliver with full title guarantee (as defined in the U.K. Law of Property (Miscellaneous Provisions) Act of 1994) to U.K. Purchaser or Affiliates of U.K. Purchaser (such Affiliates to be designated at least five (5) business days prior to the Closing Date by U.K. Purchaser), free and clear of all Encumbrances other than Permitted Encumbrances, and U.K. Purchaser or such Affiliates shall purchase, acquire and accept from U.K. Seller, all of the rights, title and interest of U.K. Seller in and to the U.K. Business and all of the properties, assets, claims, interests and rights of every nature, kind and description, tangible and intangible (including, without limitation, goodwill), whether real, personal or mixed (other than the Retained Assets) to the extent relating to, used by or held primarily for the benefit of the U.K. Business (collectively, the “ Purchased Assets ”), with a view to carrying on the U.K. Business as a going concern, including the following assets:

(i) all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property (other than inventories) of every kind owned or leased by U.K. Seller (wherever located and whether or not carried on U.K. Seller’s books) to the extent primarily used, or intended to be primarily used, in connection with the U.K. Business as at the Closing Date, together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof, and all maintenance records and other documents relating thereto;

(ii) all inventories of U.K. Seller to the extent related primarily to the U.K. Business as at the Closing Date;

(iii) all of the intellectual property owned by U.K. Seller to the extent used primarily in connection with the U.K. Business, excluding all intellectual property rights in the trade mark and trade name “ Textron ” whether used alone or in conjunction with “ HR ”;

(iv) (A) all trade accounts receivable and other rights to payment to the extent related primarily to the U.K. Business as at the Closing Date, and the full benefit of all security for such accounts or rights to payment, (B) all other accounts or notes receivable of U.K. Seller as at the Closing Date to the extent generated or obtained in connection with the U.K. Business and the full benefit of all security for such accounts or notes, and (C) any claim, remedy or other right related to any of the foregoing (collectively, the “ Accounts Receivable ”);

(v) all of the contracts, engagements, licenses, leases, guarantees and other commitments relating exclusively to and forming part of the U.K. Business as at the Closing Date and all outstanding offers or solicitations made by or to U.K. Seller as at the Closing Date to enter into any of the foregoing but not contracts of employment or offers of employment in respect of the U.K. Business, which shall be dealt with in accordance with Sections 9.5(b) and 9.13 (the “ Assumed Contracts ”);

(vi) to the extent transferable, all approvals, consents, ratifications, waivers and other authorizations, licenses, registrations or permits issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement to the extent related primarily to the U.K. Business as at the Closing Date, and all pending applications or renewals with respect to each of the foregoing;

(vii) the books, accounts and records relating exclusively to the U.K. Employees, lists of customers and suppliers, and all the other documents, papers and records relating exclusively to the U.K. Business or any of the Purchased Assets, save for those (including in relation to VAT) which U.K. Seller is required to retain by law;

(viii) the goodwill in connection with the U.K. Business, together with the exclusive right for the U.K. Purchaser to carry on the U.K. Business and to represent itself as carrying on the U.K. Business in succession to U.K. Seller;

(ix) all claims of U.K. Seller as at the Closing Date against third parties to the extent relating to the Purchased Assets or Assumed Liabilities;

(x) all rights of U.K. Seller as at the Closing Date relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof to the extent related primarily to the U.K. Business;

(xi) all insurance claims of U.K. Seller to the extent relating primarily to the Purchased Assets or Assumed Liabilities as of the Closing Date; and

(xii) all of U.K. Seller’s telephone numbers, facsimile numbers and email addresses and listings used exclusively in connection with the U.K. Business as at the Closing Date; provided , however , that all email addresses containing any form of the name “ Textron ” alone or in combination with other characters shall not constitute Purchased Assets and shall be governed by the provisions of Section 10.2.

(b)  Retained Assets . Notwithstanding anything in this Agreement to the contrary, U.K. Seller shall retain all the assets and rights other than the Purchased Assets (collectively, the “ Retained Assets ”), including the following assets, and the U.K. Purchaser shall in no way be construed to have purchased or acquired (or to be obligated to purchase or to acquire) any interest whatsoever in any of the Retained Assets:

(i) all assets of U.K. Seller to the extent not relating to, used by or held primarily for the benefit of the U.K. Business;

(ii) all cash and cash equivalents (including marketable securities) of U.K. Seller;

(iii) U.K. Seller’s rights in the trade mark and trade name “ Textron ” whether used alone or in combination with “ HR ”;

(iv) any rights of U.K. Seller with respect to any Tax refunds or credits;

(v) U.K. Seller’s Tax Returns;

(vi) U.K. Seller’s minute books and related records (including VAT records) of U.K. Seller that it is required to retain pursuant to any applicable Law or for record keeping purposes; provided that U.K. Seller shall permit U.K. Purchaser access to such books and records as provided in Section 10.1; and

(vii) the employment records related to any employee of U.K. Seller who is not employed by U.K. Purchaser after the Closing Date.

(c)  Assumed Liabilities . Concurrently with the Closing, U.K. Purchaser shall assume and become responsible for, and shall thereafter pay, perform and discharge as and when due only the following liabilities of U.K. Seller (collectively, the “ Assumed Liabilities ”):

(i) all accounts payable and accrued expenses of U.K. Seller to the extent reflected on the Reference Balance Sheet (excluding Indebtedness of U.K. Seller, Selling Expenses and Taxes) and all accounts payable and accrued expenses (excluding any Indebtedness of U.K. Seller, Selling Expenses and Taxes) of U.K. Seller incurred since the date of the Reference Balance Sheet in connection with the U.K. Business and arising in the ordinary course of business;

(ii) subject to Section 3.6, all liabilities and obligations of U.K. Seller arising under or related to the Assumed Contracts; and

(iii) all product liability claims relating to finished goods inventory and work-in-process, whether or not in actual use by the purchaser or present owner, but limited to claims with an occurrence date on or after Closing.

(d)  Retained Liabilities . The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by U.K. Seller and are not assumed by U.K. Purchaser. “ Retained Liabilities ” shall mean every liability of U.K. Seller other than the Assumed Liabilities.

(e)  Assignment of U.K. Leases . The provisions of Exhibit 1.2(e) shall apply to the transfer of the U.K. Leases and in the event of any conflict between the provisions of Exhibit 1.2(e) and the remainder of this Agreement, Exhibit 1.2(e) shall take precedence.

1.3. Purchase Price . In full consideration for the transfer of the Shares, the U.K. Business and the Purchased Assets, Purchasers shall pay Sellers U.S.$365,000,000 (the “ Gross Proceeds ”) subject to adjustment pursuant to Sections 1.4 and 1.5 (such adjusted amount, the “ Purchase Price ”) and U.K. Purchaser shall assume the Assumed Liabilities. At the Closing, Purchasers shall transfer to a bank account or bank accounts designated by Sellers, an amount equal to the Gross Proceeds plus or minus the adjustment set forth in Section 1.4(c), minus the aggregate amount of Estimated Net Indebtedness as set forth on the Estimated Statement.

1.4. Estimated Adjustments .

(a)  Estimated Statement . Within five (5), but no fewer than three (3), business days before the Closing Date, U.S. Seller will prepare, or cause to be prepared, and deliver to U.S. Purchaser a statement (the “ Estimated Statement ”) setting forth a good faith estimate, as of the Closing Date, of (i) the Net Working Capital (such estimate, the “ Estimated Net Working Capital ”) prepared in accordance with GAAP Consistently Applied and (ii) the aggregate amount of Net Indebtedness (the “ Estimated Net Indebtedness ”). The Estimated Statement will be subject to U.S. Purchaser’s approval, which will not be unreasonably withheld, conditioned or delayed. If U.S. Purchaser and U.S. Seller cannot agree on the Estimated Net Working Capital or the Estimated Net Indebtedness, then U.S. Seller’s estimated values of such items, proposed in good faith, will be the estimated values of such items used only for purposes of calculating the closing payment described in Section 1.3 of this Agreement and will be subject to post-closing adjustments as set forth in Section 1.5 of this Agreement. U.S. Seller will promptly provide U.S. Purchaser with such documents and information as U.S. Purchaser reasonably requests in connection with its review of the Estimated Statement.

(b)  Definitions . As used in this Agreement, the following terms will have the following meanings:

(i) “ GAAP Consistently Applied ” means United States generally accepted accounting principles (“ GAAP ”), except as set forth on Schedule 1.4 , as consistently applied by U.S. Seller.

(ii) “ Indebtedness ” means, without duplication, the Global Business’s (A) obligations, including principal and interest, with respect to borrowed money outstanding as of the time indicated, together with all prepayment premiums or penalties and other amounts becoming due as a result of the Contemplated Transactions, (B) payment obligations evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) which are not evidencing trade payables, (C) payment obligations of money relating to leases that U.S. Seller or U.K. Seller have classified as a capitalized lease obligation in accordance with GAAP Consistently Applied, (D) payment obligations for the deferred purchase price for purchases of property outside the ordinary course of business arising in connection with transactions occurring prior to the Closing which are not evidencing trade payables, (E) unfunded obligations under any employee retirement benefit plan,

(F) off-balance sheet financing in existence immediately before the Closing, determined in accordance with Financial Accounting Standards Board Financial Interpretation No. 46R, Consolidation of Variable Interest Entities , and (G) indebtedness of the type referred to in clauses (A) through (F) above of any person other than the Global Business in existence at the time indicated which is either guaranteed by, or secured by a security interest upon any property owned by, the Global Business. For purposes of this Agreement, Indebtedness includes (x) any and all accrued interest, success fees, prepayment premiums, make-whole premiums or penalties and fees or expenses actually incurred (including attorneys’ fees) associated with the prepayment of any indebtedness of the Global Business, (y) bank account overdrafts of the Global Business and (z) any and all amounts owed by the Global Business to its Affiliates. For the avoidance of doubt, Indebtedness shall not include (i) trade or similar accounts payable incurred in the ordinary course of business (including, without limitation, trade or other accounts payable from or to the Global Business, on the one hand, and U.S. Seller or U.K. Seller or a Non-Purchased Affiliate, on the other hand), (ii) all “cut” but uncashed checks issued by the Global Business, (iii) accrued liabilities which are not interest bearing obligations, except as specifically set forth in clauses (A) through (E) above, (iv) all liabilities required to be recognized in financial statements under Financial Accounting Statement No. 106 in excess of $1,440,000 and (v) letters of credit or any obligation secured by a letter of credit.

(iii) “ Net Indebtedness ” means, as of the time in question, all Indebtedness minus all cash and cash equivalents.

(iv) “ Net Working Capital ” shall mean, as of a date, an amount equal to: (a) the combined total current assets of the Global Business less (b) the combined total current liabilities of the Global Business, excluding Transfer Taxes and liabilities under retention agreements, as shown on the Reference Statement of Working Capital, in the Estimated Net Working Capital portion of the Estimated Statement, or the Closing Statement of Working Capital, as applicable; provided , however , that “Net Working Capital” shall be calculated in accordance with GAAP Consistently Applied.

(v) “ Target Net Working Capital ” means $75,300,000.

(c)  Estimated Net Working Capital Adjustment . If the Estimated Net Working Capital is less than the Target Net Working Capital, then the payment to Sellers provided in Section 1.3 will be reduced by the amount of such shortfall, subject to further adjustment as provided in Section 1.5. If the Estimated Net Working Capital is greater than the Target Net Working Capital, then the payment to Sellers provided in Section 1.3 will be increased by the amount of such excess, subject to further adjustment as provided in Section 1.5.

1.5. Post-Closing Adjustments .

(a) Closing Statements .

(i) As soon as practicable, but in any event not more than ninety (90) days after the Closing Date, unless otherwise extended by the mutual agreement of U.S. Seller and U.S. Purchaser, U.S. Seller will cause to be prepared and delivered to U.S. Purchaser (A) a statement (the “ Closing Statement of Working Capital ”), setting forth, as of the Closing Date, the Net Working Capital (the “ Closing Net Working Capital ”); and (B) a statement (the “ Closing Statement of Indebtedness ”) setting forth, as of the Closing Date, the aggregate amount of the Net Indebtedness (the “ Closing Net Indebtedness ”); together with an audit report of Ernst & Young, LLP, independent accountants of Seller and Company (“ E&Y ”), to the effect that the Closing Net Working Capital and the Closing Net Indebtedness have been calculated in accordance with this Agreement and the Closing Statement of Working Capital has been prepared in accordance with GAAP Consistently Applied.

(ii) For purposes of U.S. Seller’s preparation of the Closing Statement of Working Capital and the Closing Statement of Indebtedness (collectively, the “ Closing Statements ”), U.S. Purchaser (A) shall cause the Vice President of Finance (or comparable officer) of Company to provide or cause to be provided to U.S. Seller, within ten (10) days after the Closing Date, a balance sheet as of the Closing Date, along with a copy of all data and supporting documentation reasonably necessary for preparation of the Closing Statements, including financial information normally submitted by Company to U.S. Seller using its Hyperion Financial Management System; and (B) shall not prevent the appropriate members of management of Company from providing (and shall request that they provide), within five (5) days after the request of U.S. Seller therefor, customary management representation letters to E&Y for purposes of E&Y’s audit report on the Closing Statement of Working Capital. All costs and expenses incurred by U.S. Seller in connection with the preparation, delivery and audit of the Closing Statements shall be borne by Sellers. Purchasers shall make available all reasonable books, records and personnel for U.S. Seller to prepare the Closing Statements.

(b)  Acceptance or Dispute; Resolution . U.S. Purchaser may dispute any amount reflected on the Closing Statement of Working Capital or the Closing Statement of Indebtedness; provided , however , that any dispute of any amounts reflected on the Closing Statement of Working Capital must involve a proposed adjustment (i) of $100,000 or more with respect to any single item or series of items arising from the same or substantially the same facts and (ii) of $1,000,000 or more in the aggregate (not taking into account those single items or series of items arising from the same or substantially the same facts determined to be less than $100,000); provided , further , that U.S. Purchaser shall notify U.S. Seller in writing (the “ Dispute Notice ”) of each disputed item within forty-five (45) days of U.S. Purchaser’s receipt of the Closing Statements, specifying the amount thereof in dispute and setting forth, in reasonable detail, the following: (i) (A) with respect to each disputed item in the Closing Statement of Working Capital, why U.S. Purchaser believes such amount was not prepared on a basis consistent with GAAP Consistently Applied and (B) with respect to each item disputed in the Closing Statement of Indebtedness, why U.S. Purchaser believes the amount of Net Indebtedness reflected therein was not prepared on a basis consistent with this Agreement, and (ii) the amount of each such disputed item as determined by the U.S. Purchaser. U.S. Purchaser shall submit only one (1) Dispute Notice with respect to the Closing Statements containing all disputed items with respect thereto. If U.S. Purchaser does not deliver a Dispute Notice within forty-five (45) days after the date of receipt by U.S. Purchaser of the Closing Statements, the Closing Statements delivered by U.S. Seller to U.S. Purchaser shall be deemed to be final, conclusive and binding on the parties. In the event U.S. Purchaser delivers to U.S. Seller a Dispute Notice within the required time, U.S. Purchaser and U.S. Seller shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If U.S.

Purchaser and U.S. Seller are unable to reach a resolution with such effect within fifteen (15) days of the receipt by U.S. Seller of the Dispute Notice, on the written demand of U.S. Purchaser or U.S. Seller, the items remaining in dispute shall be submitted for resolution to a senior partner of PricewaterhouseCoopers agreed to by U.S. Seller and U.S. Purchaser (the “ Accounting Arbitrator ”) who shall arbitrate any such disputes. The Accounting Arbitrator shall determine whether, with respect to the disputed items, the Closing Statements were prepared (I) with regard to the Closing Statement of Working Capital, on a basis consistent with GAAP Consistently Applied, and (II) with regard to the Closing Statement of Net Indebtedness, on a basis consistent with this Agreement. Within sixty (60) days after his or her appointment, the Accounting Arbitrator shall make a final written determination and award, upon such remaining disputed items ( provided , however , that the Accounting Arbitrator shall not make an award that includes an adjustment for a disputed item in an amount in excess of the amount actually claimed by U.S. Purchaser in respect of such item in the Dispute Notice or that is inconsistent with this Section 1.5), and such determination and award shall be final, binding and conclusive on the parties hereto, and may be entered and enforced in any court having jurisdiction. All fees and expenses of the Accounting Arbitrator in resolving the dispute shall be allocated between U.S. Purchaser and U.S. Seller such that the amount paid by U.S. Purchaser bears the same proportion that the aggregate dollar amount unsuccessfully disputed by U.S. Purchaser bears to the total dollar amount of the disputed items that were submitted for resolution to the Accounting Arbitrator, and U.S. Seller shall pay the balance. The arbitration shall be held in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association (“ AAA ”) then in effect (the “ Arbitration Rules ”), except as modified herein. If U.S. Seller and U.S. Purchaser fail to agree on an Accounting Arbitrator within fifteen (15) days of receipt by either party of a demand for arbitration under this Section 1.5(b), on the request of either party, such arbitration shall be submitted to the AAA, which shall appoint an Accounting Arbitrator in accordance with the following: (i) if PricewaterhouseCoopers is not the auditor of U.S. Seller, U.K. Seller, U.S. Purchaser, U.K. Purchaser or Company, the AAA shall select a senior partner of PricewaterhouseCoopers resident in the New York or Chicago offices of PricewaterhouseCoopers as the Accounting Arbitrator; and (ii) if PricewaterhouseCoopers is the auditor of U.S. Seller, U.K. Seller, U.S. Purchaser, U.K. Purchaser or Company, the AAA shall select the Accounting Arbitrator using the listing, striking and ranking method in the Arbitration Rules; provided , however , that the AAA may only select the Accounting Arbitrator from its New York City and Chicago rosters. Any time period contained in this section or in the Arbitration Rules may be extended by mutual agreement of the parties or by the Accounting Arbitrator for good cause shown. The arbitration shall be held, and the award shall be issued, in New York City, New York.

(c)  Items Not in Dispute . Notwithstanding any dispute pursuant to Section 1.5(b) of any amounts payable pursuant to Section 1.5, the applicable party shall pay that portion of the amounts payable by it pursuant to this Section 1.5 that are not subject at the time of such payment to any dispute immediately upon the delivery of a Dispute Notice. Any amount payable following resolution of a matter specified in a Dispute Notice shall be paid, together with interest thereon as provided in Section 1.5(f), within ten (10) business days following the resolution thereof by wire transfer of immediately available funds to an account designated in writing by recipient party.

(d)  Access . For purposes of complying with the terms set forth in this Section 1.5, each party will cooperate with and make available to the other party and its respective Representatives, during normal business hours and without undue disruption to their day-to-day business, all non-privileged information, records, data and working papers, and will permit access during normal business hours and upon reasonable advance notice to its facilities and personnel as may be reasonably required in connection with the preparation and analysis of the Closing Statements and the resolution of any disputes thereunder; provided , however , that with respect to consolidated, combined, unitary, affiliated or similar Tax Returns which include U.S. Seller and any of its Affiliates other than the Company (a “ Non-Purchased Affiliate ”), U.S. Purchaser shall only have access to portions of such Tax Returns relevant to Company.

(e) Adjustment . The Purchase Price will be:

(i) adjusted downward by the amount, if any, by which the Estimated Net Working Capital exceeds the Closing Net Working Capital, as agreed to by the parties or determined pursuant to this Section 1.5;

(ii) adjusted upward by the amount, if any, by which the Estimated Net Working Capital is less than the Closing Net Working Capital, as agreed to by the parties or determined pursuant to this Section 1.5;

(iii) adjusted downward by the amount, if any, by which Closing Net Indebtedness, as agreed to by the parties or determined pursuant to this Section 1.5, exceeds the Estimated Net Indebtedness; and

(iv) adjusted upward by the amount, if any, by which Closing Net Indebtedness, as agreed to by the parties or determined pursuant to this Section 1.5, is less than the Estimated Net Indebtedness.

No adjustment to the Purchase Price shall be made pursuant to this Section 1.5(e) in respect of a successfully disputed item on the Closing Statement of Working Capital unless the aggregate amount of successfully disputed items (excluding claims for any single item or series of items arising from the same or substantially the same facts determined to be less than $100,000) is determined to exceed $1,000,000, in which case all such amounts shall be payable.

(f) Payment .

(i)  Net Decrease; Payment by Seller . If there is a net decrease in the Purchase Price pursuant to Section 1.5(e), then within five (5) business days of the date when the Closing Statements become final under Section 1.5(b), Sellers will pay to Purchasers an amount of cash equal to the amount of such reduction, together with interest thereon from the Closing Date until paid at the Interest Rate, by wire transfer of immediately available funds to an account designated in writing by Purchasers. “ Interest Rate ” shall mean the Bloomberg Prime Rate on the Closing Date as quoted by the Bloomberg Terminal screen PRIMBB INDEX, calculated on the basis of a 365 day year and charged for the actual number of days elapsed.

(ii)  Net Increase; Payment by Purchaser . If there is a net increase in the Purchase Price pursuant to Section 1.5(e), then within five (5) business days of the date when the Closing Statements become final under Section 1.5(b), Purchasers will pay an amount in cash equal to such increase to Sellers, together with interest thereon from the Closing Date until paid at the Interest Rate by wire transfer of immediately available funds to an account designated in writing by Sellers.

1.6. U.K. Value Added Tax (“ VAT ”) .. The U.K. Seller and the U.K. Purchaser consider that the sale by the U.K. Seller of the Purchased Assets to the U.K. Purchaser with a view to the U.K. Purchaser carrying on the U.K. Business is one to which the provisions of paragraph 5 of the Value Added Tax (Special Provisions) Order 1995 (the “ VAT Order ”) applies, and accordingly:

(a) the U.K. Seller and the U.K. Purchaser will each use its reasonable endeavours to ensure that the transfer to the U.K. Purchaser of the Purchased Assets under this Agreement is treated as neither a supply of goods nor a supply of services for the purposes of VAT;

(b) no amount in respect of VAT will be paid by the U.S. Purchaser or the U.K. Purchaser upon payment of the Purchase Price for the Purchased Assets, but if the U.K. Seller is notified by H.M. Revenue & Customs or any other relevant UK taxation authority (“ HMRC ”) that it considers that paragraph 5 of the VAT Order does not apply, the U.K. Seller will (on being indemnified against all costs reasonably and properly incurred) take such reasonable action as the U.K. Purchaser may request to ensure that HMRC agrees that the sale is one to which paragraph 5 of the VAT Order applies. If HMRC determines that VAT is chargeable on the sale of the Purchased Assets under this Agreement or the U.K. Purchaser decides not to protest any demand by HMRC for VAT, then the Purchaser shall pay, in addition to the Purchase Price, VAT (including any interest and/or penalties for late payment, save to the extent that such interest and/or penalties arise as a result of the breach by the Sellers of the representations and warranties provided under this Agreement) on the sale of the Purchased Assets against the delivery by the U.K. Seller to the U.K. Purchaser of a valid VAT invoice in respect thereof, by payment to the U.K. Seller within five (5) days of the receipt of such invoice; and

(c) unless HMRC has otherwise directed, for a period of not less than six (6) years from the Closing the U.K. Seller will preserve the VAT Records as required by law. On being given reasonable notice by the U.K. Purchaser, the U.K. Seller will make those VAT Records available to the U.K. Purchaser or its agents for inspection and copying as required by law.

1.7. Allocation of Purchase Price . The parties will allocate the Purchase Price and the Assumed Liabilities among the Shares and Purchased Assets in accordance with the principles set forth on Schedule 15.12(a) — (Allocation) . Sellers and Purchasers shall: (a) prepare and file, and cause their respective Affiliates to prepare and file, their Tax returns on a basis consistent with such allocation schedule and (b) not take any position, or cause or permit their respective Affiliates to take any position for tax purposes inconsistent with such allocation schedule.

ARTICLE II
Closing Matters

2.1. The Closing . The purchase and sale (the “ Closing ”) contemplated under this Agreement shall take place at the offices of Nixon Peabody LLP, located at 100 Summer Street, Boston, Massachusetts, or at such other place as the parties shall mutually agree upon, on the later of (a) April 2, 2009 and (b) the second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions to the parties’ respective obligations to close set forth in Articles VI and VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions). The date the Closing takes place is herein referred to as the “ Closing Date .” For purposes of allocation of expenses, adjustments and other financial effects of the transactions contemplated hereby, the Closing shall be deemed to have occurred at 12:01 a.m. Pacific Time on the Closing Date, except as provided in Article XV. For all other purposes, including passage of title and risk of loss, the effective time shall be at the Closing except as provided in Article XV, unless otherwise agreed by the parties in writing.

2.2. Closing Deliveries .

(a) In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, U.S. Seller will deliver or cause to be delivered to U.S. Purchaser:

(i) letters of resignation, effective as of the Closing Date, executed by those members of the board of directors and officers of Company set forth on Schedule 2.2(a)(i) ;

(ii) all of the consents listed on Schedule 6.8 to the extent obtained;

(iii) the original books of account, corporate records, stock record books and ledgers of Company;

(iv) a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code and Treasury Regulation Section 1.1445-2(b), executed by U.S. Seller and reasonably satisfactory to U.S. Purchaser;

(v) a good standing certificate (or equivalent document) dated within five (5) business days of the Closing for Company issued by the Secretary of State of the State of Delaware and in each state in which Company is qualified to do business as a foreign corporation;

(vi) a release in the form attached as Exhibit 2.2(a)(vi) executed by U.S. Seller (the “ Release ”);

(vii) certificates of an officer of U.S. Seller certifying, as complete and accurate as of the Closing, attached copies of U.S. Seller’s organizational documents, certifying and attaching requisite resolutions or actions of the board of directors of U.S. Seller approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying the incumbency and signatures of the officers or representatives of U.S. Seller executing this Agreement and the Release;

(viii) a duly executed Transition Agreement substantially in the form attached hereto as Exhibit 2.2(a)(viii) (the “ Transition Agreement ”);

(ix) a duly executed Claims Management Agreement;

(x) a duly executed Form 8023, as required by Section 15.12(a); and

(xi) such other documents and instruments as U.S. Purchaser shall reasonably request to consummate the Contemplated Transactions.

(b) In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, U.K. Seller will deliver or cause to be delivered to U.K. Purchaser all deeds, bills of sale, assignments, novations, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by the U.K. Purchaser and as may be necessary to vest in the U.K. Purchaser title to the Purchased Assets, each in form and substance reasonably satisfactory to the U.K. Purchaser and executed by the U.K. Seller, including:

(i) assignments and novations in respect of the Assumed Contracts duly executed by the U.K. Seller and each relevant third party (to the extent the same have been received from the relevant third party prior to Closing);

(ii) all property agreed to be transferred under this Agreement which is capable of transfer by delivery (which delivery shall, unless otherwise agreed, take place at the U.K. Properties (as defined in Exhibit 1.2(e));

(iii) a copy of the minutes of the meeting of the directors of the U.K. Seller approving the execution by the U.K. Seller of this Agreement (and all other documents ancillary to it) and the consummation of the Contemplated Transactions; and

(iv) such other duly executed documents in the form agreed between the U.K. Seller and the U.K. Purchaser as are reasonably required by the U.K. Purchaser to complete the sale and purchase of the other Purchased Assets and to vest title thereto in the U.K. Purchaser (to the extent that the U.K. Seller is able (acting reasonably) to provide the same).

(c) In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, Purchasers will deliver or cause to be delivered to Sellers:

(i) a certificate of U.S. Purchaser certifying, as complete and accurate as of the Closing, U.S. Purchaser’s organizational documents, attaching all requisite resolutions or actions of U.S. Purchaser’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying the incumbency and signatures of the officers executing this Agreement;

(ii) a copy of the minutes of the meeting of the directors of the U.K. Purchaser approving the execution by the U.K. Purchaser of this Agreement (and all other documents ancillary to it) and the consummation of the Contemplated Transactions;

(iii) the letters of credit, if any, required by Sections 3.4 and/or 3.6;

(iv) a duly executed Claims Management Agreement;

(v) a duly executed Transition Agreement;

(vi) such other documents and instruments as Sellers shall reasonably request to consummate the Contemplated Transactions;

(vii) a duly executed Form 8023, as required by Section 15.12(a); and

(viii) the payments provided in Sections 1.3 and 15.12(b) by wire transfer of immediately available funds to one or more accounts designated by Sellers in writing to Purchasers (such accounts to be designated at least five (5) business days prior to the Closing Date).

2.3. Apportionment . All rents, rates and other periodic outgoings and charges in respect of the U.K. Business including without limitation those in relation to:

(a) the U.K. Properties (as defined in Exhibit 1.2(e)), including all rents, rates, gas, water, electricity and telephone charges and other outgoings relating to or payable in respect of such properties;

(b) the U.K. Employees, including all wages, salaries, PAYE liabilities, tax deductions and National Insurance contributions, payment of fees and all other periodic outgoings and other normal employment costs in respect of the U.K. Employees including accrued holiday remuneration and bonuses (deferred or otherwise), compensation for overtime and contributions to retirement benefits;

(c) the Purchased Assets and the Assumed Contracts (including, but without limitation, rebates and discounts falling due after the Closing to customers of the U.K. Business in respect of the supply of goods or services by the U.K. Seller to customers on or before the Closing);

(d) all pre-payments made by or to the U.K. Seller under the Assumed Contracts and all deposits received;

(e) all rents, royalties and other periodical payments receivable in respect of the U.K. Business; and

(f) all insurance premiums or proceeds in respect of the Purchased Assets or U.K. Business;

shall for periods of time before the Closing (save to the extent that the same are Assumed Liabilities) be borne by the U.K. Seller and for periods of time on and after the Closing be borne by the U.K. Purchaser and all periodic payments receivable in respect of the foregoing for periods of time before the Closing shall belong to and be payable to the U.K. Seller and for periods of time on and after the Closing shall belong to and be payable to the U.K. Purchaser. Such outgoings payable and payments receivable in respect of periods starting before the Closing and ending on or after it shall be apportioned accordingly, provided that any such outgoings or payments receivable which are referable to the extent of the use of any asset or right shall as far as practicable be apportioned according to the extent of such use.

2.4. Payment of Apportioned Amounts . Where any amounts are to be apportioned under Section 2.3 the U.K. Seller or the U.K. Purchaser (as the case may be) shall provide the other with full details of the apportionments together with supporting vouchers or similar documentation and in the absence of dispute the appropriate payment shall be made by the relevant party within seven (7) days of demand. Any amount payable under this Section 2.4 shall carry interest from the date seven (7) days after the date of demand or, if the amount of any demand is disputed and the amount agreed is different from the amount demanded, from the date seven (7) days after such agreement, until the date of actual payment, at the Interest Rate.

2.5. Verification of Apportionments . Each of the U.K. Seller and the U.K. Purchaser shall keep accounting records sufficient to enable verification of the apportionments and shall allow the other, its auditors or other duly authorized representatives access to such accounting records at any time during normal business hours on reasonable notice to examine and take copies, notes or extracts from such records for the purpose of such verification.

ARTICLE III
Actions Prior to Closing

3.1. Examinations and Investigations . From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement, Sellers, upon reasonable advance notice, shall provide and shall cause the Global Business to provide Purchasers, their employees, consultants and representatives, including, its attorneys, accountants and financial advisors, reasonable access to the facilities of the Global Business to make such investigations of the property and plant and such examination of the books (including Tax returns filed and those in preparation, but not Tax returns of Sellers’ Group or U.K. Seller), personnel and additional financial and operating data and other information relating to the Global Business (including, all documents, or copies thereof, listed in the schedules, and all files, records and papers of any and all proceedings and matters listed in the schedules) as Purchasers may reasonably request, and cause their respective officers, employees, consultants, agents, accountants and attorneys to cooperate fully with Purchasers and their respective Representatives in connection with such review and examination; provided that: (a) such access shall be during normal business hours and shall not unreasonably interfere with or be unduly disruptive to the operations of the Global Business; (b) in the reasonable opinion of each of the Sellers, the furnishing of such information shall not cause such Seller to be in violation of any Law or regulation or breach or violation of any contract or, in such Seller’s good faith judgment, any ability to successfully assert a claim of privilege; (c) Purchasers shall treat all information so obtained in accordance with the terms of the Confidentiality Agreement, dated as of December 19, 2008,

between U.S. Seller and U.S. Purchaser (the “ Confidentiality Agreement ”) and (d) with respect to consolidated, combined, unitary, affiliated or similar Tax Returns which include U.S. Seller and any of its Affiliates other than Company, Purchasers shall only have access to portions of such Tax Returns relevant to the Global Business. Notwithstanding anything to the contrary set forth in this Agreement, neither Sellers nor any of their respective Affiliates, shall be required to disclose to Purchasers or their authorized agents and representatives (the authorized agents and representatives of either Seller or Purchaser herein referred to as the “ Representatives ”) any (i) information relating to any sale or divestiture process conducted by Sellers or any of its Affiliates with respect to the Global Business (or any portion thereof), (ii) information relating to any evaluation of the Global Business (or any portion thereof) prepared in connection with any such sale or divestiture process, or (iii) investigative or internal memoranda or reports prepared in connection with any dispute between Sellers and Purchasers. Purchasers agree that they will, and will cause their Representatives to, use any information obtained pursuant to this Section 3.1 only in connection with the evaluation of the Contemplated Transactions.

3.2. Required Approvals .

(a) Prior to the Closing Date, each party shall and shall cause its Affiliates to cooperate with the other to make all filings required by Law to be made by them to consummate the transactions contemplated by this Agreement (the “ Required Regulatory Approvals” ) and the Related Documents, as hereinafter defined (the “ Contemplated Transactions ”) (including all filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “ HSR Act ”)). Prior to the Closing Date, Sellers shall, and Sellers shall cause Company and their respective Affiliates to: (i) cooperate with Purchasers with respect to all filings that Purchasers are required by Law to make in connection with the transactions contemplated by this Agreement; and (ii) cooperate with Purchasers in obtaining all third party consents identified on Schedule 4.5 .

(b) U.S. Seller and U.S. Purchaser shall, as promptly as practicable but in any event not more than one (1) business day after the date hereof, file, or cause to be filed all required notification and report forms under the HSR Act with the United States Federal Trade Commission (“ FTC ”) and the Antitrust Division of the United States Department of Justice (the “ Antitrust Division ”) in connection with the Contemplated Transactions, and will use their respective commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date.

(c) U.S. Seller and U.S. Purchaser shall as promptly as practicable but in any event not more than one (1) business day after the date hereof, file, or cause to be filed all necessary Directorate of Defense Trade Controls of the United States Department of State notifications required in connection with the Global Business, and will use their respective commercially reasonable efforts to respond as promptly as practicable to all inquiries relating thereto and make such additional filings as may be required promptly upon Closing.

(d) The parties shall promptly furnish to each other copies of all filings and correspondence relating to the Contemplated Transactions with any governmental authority specified in this Section 3.2.

3.3. Actions of Company and Conduct of Business .

(a) Sellers shall use commercially reasonable efforts to perform and satisfy all conditions to Closing to be performed or satisfied by Sellers under this Agreement by the Closing Date and to preserve intact in all material respects the Global Business’ current operations, physical facilities, working conditions, and relationships with lessors, lessees, licensors, licensees, suppliers, customers and employees.

(b) From the date hereof through the Closing Date, unless otherwise agreed in writing (which shall include electronic mail) by U.S. Purchaser, and except as otherwise contemplated by the Transition Agreement, Sellers shall not, and U.S. Seller shall not permit Company, except as required or expressly permitted pursuant to the terms hereof or as otherwise set forth on Schedule 3.3(b) , to: (i) make any material change in the conduct of its portion of the Global Business; or (ii) enter into any material transaction, in either case other than in the ordinary course of business; and U.K. Seller shall, and U.S. Seller shall cause Company to, continue to conduct its portion of the Global Business in the ordinary course of business. Prior to the Closing, U.S. Seller shall cause Company to, and U.K. Seller shall, confer with U.S. Purchaser, to the extent legally permissible, on a regular basis as U.S. Purchaser may request (upon reasonable prior notice), and report on significant operational matters and material decisions affecting the Global Business; provided , however , that nothing contained in this sentence shall require U.S. Seller, U.K. Seller or Company to confer with U.S. Purchaser (1) other than during normal business hours or (2) in a manner that is unduly disruptive to the operations of the Global Business.

(c) Without limiting the generality of the foregoing, from the date hereof through the Closing Date, unless otherwise agreed in writing by U.S. Purchaser, U.S. Seller shall neither cause nor permit Company to, and (with respect only to the U.K. Business or the Purchased Assets, as applicable) U.K. Seller shall not:

(i) make any general wage or salary increases or any increases in any bonus, insurance, pension, retirement or other employee benefit plan or change any other material terms and conditions affecting employees of Company or the U.K. Employees generally except as is consistent with past practice or as required by a collective bargaining agreement as in effect on the date hereof;

(ii) except as set forth on Schedule 3.3(c) and except as is consistent with past practice and in the ordinary course of business, employ or engage employees or contract employees of the Company or the U.K. Seller as at the date hereof or transfer any such person out of or away from performing services to the Global Business;

(iii) mortgage, pledge or subject any of its assets (other than the Retained Assets), tangible or intangible to any Encumbrance other than Permitted Encumbrances;

(iv) except in the ordinary course of business, sell or transfer any of its material fixed assets (other than the Retained Assets) or sell, transfer, or grant any license with respect to any Intellectual Property Rights (other than the Retained Assets);

(v) enter into any agreements or contracts which require the delivery by it of a performance bond in an amount material to the Global Business except in the ordinary course of business;

(vi) make or commit to make any capital expenditures relating to the Global Business in excess of $500,000 relating to a single project or $1,000,000 in the aggregate, except as set forth in the capital budget set forth on Schedule 3.3(c) ;

(vii) except in the ordinary course of business, enter into any contract or agreement which, if in existence on the date hereof, would be required to be listed on Schedule 4.9(a), Part 1 or Schedule 4.9(a), Part 2 hereto (other than a purchase order or a sale order) or amend, modify or terminate, or waive any material right with respect to, any such contract or agreement;

(viii) take any action, engage in any practice or enter into any transactions of the type described in Section 4.23 except as required by a collective bargaining agreement as in effect on the date hereof; or

(ix) authorize or agree or otherwise become committed to do any of the foregoing.

(d) From the date hereof through the Closing Date, Company and U.K. Seller may follow their customary practices and procedures with respect to cash management, including the utilization of payroll accounts, concentration accounts, lockbox accounts, controlled disbursement accounts, electronic receipt accounts and any other miscellaneous bank accounts that Company or U.K. Seller may have.

(e) Notwithstanding anything to the contrary contained in this Agreement, (i) nothing in this Agreement shall prohibit or restrict U.S. Seller, U.K. Seller or Company, in their sole discretion, from complying in all respects with the terms of any applicable Order; (ii) Company and/ or U.K. Seller may at any time declare or pay any dividend or distribute or otherwise transfer cash and cash equivalents out of the Global Business; and (iii) Company shall transfer all of its right, title and interest in and to the Termination Claims to U.S. Seller prior to the Closing.

3.4. Guarantees and Leases . The parties shall use all commercially reasonable efforts (a) to terminate the guarantees, letters of credit, indemnity or contribution agreements, support agreements, insurance surety bonds or other similar agreements identified on Schedule 3.4(a) entered into by one or more of U.S. Seller, U.K. Seller or a Non-Purchased Affiliate in favor of any third party guaranteeing or assuring such third party the payment of any actual or potential liability or the performance of any actual or potential obligation of Company or (to the extent relating to the U.K. Business) of U.K. Seller (the “ Guarantees ”), (b) to cause U.S. Seller or U.K. Seller, as applicable, and any of the Non-Purchased Affiliates to be released from all liability under or in respect of the leases of Real Property identified on Schedule 3.4(b) (the “ Specified Real Property Leases ”) and the personal property leases specified on Schedule 3.4(b) (together with the Specified Real Property Leases, the “ Specified

Leases ”), and (c) to arrange for U.S. Purchaser or its Affiliates to assume the obligations of U.S. Seller and U.K. Seller and any of the Non-Purchased Affiliates under the Guarantees and Specified Leases as of the Closing Date. If any obligation of U.S. Seller, (with respect to the U.K. Business) U.K. Seller or any of the Non-Purchased Affiliates under any Guarantee relating to indebtedness has not been terminated as of the Closing Date, U.S. Purchaser shall, concurrently with the Closing, pay or cause to be paid all such indebtedness or other obligations covered by such Guarantee in a manner which will permit U.S. Seller, U.K. Seller or such Non-Purchased Affiliate, as applicable, to promptly thereafter terminate such Guarantee. If any other Guarantee or the obligations of U.S. Seller, U.K. Seller or any of the Non-Purchased Affiliates under or in respect of any Specified Lease shall not be released by Closing, U.S. Purchaser (i) shall obtain and deliver to U.S. Seller, U.K. Seller or a Non-Purchased Affiliate, as applicable, at the Closing letters of credit in favor of U.S. Seller, U.K. Seller or such Non-Purchased Affiliate, as applicable, on terms and conditions and from financial institutions, which in each case are reasonably satisfactory to U.S. Seller, U.K. Seller or such Non-Purchased Affiliate, as applicable, with respect to the obligations of U.S. Seller, U.K. Seller or such Non-Purchased Affiliate, as applicable, under each such Guarantee and Specified Lease, (ii) shall pay or cause to be paid all amounts covered by such Guarantee or due under such Specified Lease as the same shall become due and payable, and shall indemnify, defend and hold U.S. Seller, U.K. Seller or such Non-Purchased Affiliate harmless with respect to any payments made or losses incurred on or after the Closing Date by U.S. Seller, U.K. Seller or such Non-Purchased Affiliate under or in respect of such Guarantee or Specified Lease and (iii) shall not, and shall cause its Affiliates (including Company) not to, amend, modify or assign, or extend or renew the term of, such Specified Lease or of any actual or potential liability or obligation that is the subject of such Guarantee (a “ Guaranteed Obligation ”), or permit such Guaranteed Obligation or Specified Lease to be modified, amended or assigned or the term of any such Guaranteed Obligation or Specified Lease to be extended or renewed, unless Sellers and their Non-Purchased Affiliates have been prior to such time, or concurrently therewith are, expressly released from any and all further obligation in respect thereof.

3.5. Contracts Requiring Novation . U.S. Seller covenants that, prior to Closing, it will cause the Company to use commercially reasonable efforts to seek novation in accordance with 48 C.F.R. Subpart 42.12 of any and all of the Company’s Government Contracts that require such novation.

3.6. Assumed Contracts and Third Party Consents.

(a) Subject to Section 3.6(b), the U.K. Purchaser undertakes to the U.K. Seller that it shall from Closing carry out, perform and discharge all the obligations and liabilities created by or arising under the Assumed Contracts.

(b) If any consent or approval of any third party is required for the transfer to the U.K. Purchaser of the benefit of any of the Assumed Contracts pursuant to this Agreement and any such consent or approval has not been received on or before the Closing, then:

(i) this Agreement will not constitute an assignment or attempted assignment of any such Assumed Contracts whose terms would be breached by an assignment or attempted assignment;

(ii) the assignment of each Assumed Contract will be conditional upon such consent being obtained and the U.K. Seller will use all reasonable endeavours to obtain such consent as soon as reasonably possible after the Closing;

(iii) until such time as such consent or approval is received (A) the U.K. Seller will be deemed to hold such Assumed Contracts in trust for the benefit of the U.K. Purchaser and will use all reasonable endeavours to make available to the U.K. Purchaser as soon as reasonably practicable after receipt the benefits accruing or arising thereunder; (B) the U.K. Purchaser shall perform, in place of the U.K. Seller, any such Assumed Contract as subcontractor, licensee or sublicensee (as appropriate) of the U.K. Seller to the extent that such performance is permitted by such Assumed Contract and to the extent subcontracting or sublicensing is not permissible, the U.K. Purchaser shall perform the obligations under any Assumed Contract as agent for the U.K. Seller; and (C) the U.K. Seller will (so far as it lawfully may do) act under the reasonable direction of the U.K. Purchaser and give all such assistance as the U.K. Purchaser may reasonably require in all matters relating to the Assumed Contracts for so long as the U.K. Seller is required and authorised so to do by the U.K. Purchaser and will not without the U.K. Purchaser’s express prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) make or effect any compromise, release or waiver or settlement of or otherwise take any action in relation to any such Assumed Contracts or any other rights arising under the same; and

(iv) in any case where (A) the consent of a third party is required in connection with the novation or assignment of an Assumed Contract and such consent is not forthcoming or is refused, or (B) under the terms of any particular Assumed Contract, the U.K. Purchaser is not permitted to perform the U.K. Seller’s obligations as subcontractor, licensee or sublicensee (as appropriate) or agent, the U.K. Seller and the U.K. Purchaser shall use all reasonable endeavours to make such arrangements as may be reasonably acceptable to the U.K. Purchaser and the U.K. Seller for assuring to the U.K. Purchaser the benefit and the associated obligations of such Assumed Contract including with the consent of both parties, by terminating such Assumed Contract (provided that liability for any payment made or loss suffered or incurred by the U.K. Seller or the U.K. Purchaser for such purpose shall be borne in equal shares by the U.K. Seller and the U.K. Purchaser).

(c) Notwithstanding anything to the contrary contained herein, such cooperation shall not include any requirement on the part of U.K. Seller to expend money, commence or participate in any litigation or offer or grant any accommodations (financial or otherwise) to any third party. In the event that U.S. Seller or U.K. Seller is required to guarantee, or otherwise remain liable for, the performance by U.K. Purchaser or Company of any such Assumed Contract following the Closing, (i) U.K. Purchaser agrees to perform, at no cost to such Sellers, the obligations of such Seller under or in connection with any such guarantee or Assumed Contract; (ii) on or before the Closing Date, Sellers shall deliver to Purchasers a list of such Assumed Contracts to the extent then known by either Seller; (iii) U.K. Purchaser shall, if reasonably requested by the U.S. Seller, obtain and deliver to U.S. Seller or U.K. Seller, as applicable, at the Closing, letters of credit in favor of such Seller, on terms and conditions and from financial institutions which in each case are satisfactory to such Seller, with respect to the obligations of such Seller under or in connection with any such guarantee or Assumed Contract; (iv) the Purchasers shall jointly and severally indemnify, defend and hold harmless Sellers from and against and in respect of any and all Damages incurred by Sellers to the extent relating to or arising out of any such guarantee or Assumed Contract and (v) U.K. Purchaser shall not and shall not permit its Affiliates to amend, modify or assign, or extend or renew the term of, any such Assumed Contract, or permit any such Assumed Contract to be modified, amended or assigned or the term of any such Assumed Contract to be extended or renewed, unless concurrently therewith Sellers are expressly released from any and all further obligation in respect of such guarantee or Assumed Contract.

3.7. Notification . Without affecting any party’s rights under this Agreement, between the date of this Agreement and the Closing Date, each party shall promptly notify each other party in writing if such party becomes aware of any fact or condition that causes any of such party’s representations and warranties to be inaccurate in any material respect or in the case of any Seller Fundamental Representation, in any respect, as of the date of this Agreement, or if such party becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause any such representation or warranty to be inaccurate in any material respect or in the case of any Seller Fundamental Representation, in any respect.

3.8. Exclusivity . U.S. Seller shall not and shall cause Company not to, and U.K. Seller shall not: (a) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities, or any substantial portion of the assets, of the Global Business or Company (including any acquisition structured as a merger, consolidation, or share exchange); or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing.

3.9. Intercompany Transactions . Except for those expenses of the Global Business which will be paid by U.S. Seller or any of its Affiliates (including U.K. Seller) on behalf of the Global Business and billed to Purchasers in accordance with the Transition Agreement, intercompany accounts which represent trade payables or trade receivables, or as otherwise provided herein or in the Transition Agreement, intercompany accounts outstanding immediately prior to the Closing shall be treated as follows:

(a) Outstanding non-operating (non-trade) intercompany accounts which represent funds owed by Company or U.K. Business to U.S. Seller, U.K. Seller or a Non- Purchased Affiliate will be capitalized or otherwise satisfied in full as of the Closing.

(b) Outstanding non-operating (non-trade) intercompany accounts which represent funds owed by U.S. Seller, U.K. Seller or a Non-Purchased Affiliate to the Company or U.K. Business shall be distributed, transferred or otherwise satisfied in full as of the Closing.

3.10. Update of Schedules . Sellers will from time to time prior to the Closing Date, by notice in accordance with this Agreement, supplement or amend the Schedules hereto (each a “ Schedule Update ”) in respect of any event, occurrence, fact, condition or development which had occurred or arisen prior to the execution of this Agreement (each a “ Pre-Existing Matter ”) or shall occur or arise after the execution of this Agreement (each a “ New Matter ” and sometimes together with Pre-Existing Matters, “ Matters ”), that constitutes a breach of any representation or warranty contained herein; provided, however, that (a) any Schedule Update with respect to a Pre-Existing Matter will be disregarded for purposes of determining whether the Sellers’ representations and warranties are true and correct (or materially true and correct, as the case may be); (b) any Schedule Update with respect to a New Matter will be disregarded for purposes of determining whether the Sellers’ representations and warranties are true and correct (or materially true and correct, as the case may be) for purposes of Section 6.2; and (c) Sections 14.5(a) and 14.5(b) shall apply to the Sellers’ indemnification obligations for Matters disclosed in any Schedule Update.

3.11. Hiring of Company’s and U.K. Seller’s Employees. Except as set forth on Schedule 3.11 , prior to the Closing, neither U.S. Seller nor U.K. Seller will, and U.S. Seller and U.K. Seller will cause their respective Affiliates and Representatives not to, directly or indirectly, (a) hire or attempt to hire any director, officer or employee of the Company or the U.K. Seller who holds such position as of the date hereof, or (b) encourage any such person to leave the employment of the Company or the U.K. Seller, as applicable.

ARTICLE IV
Representations and Warranties of Sellers

Sellers hereby jointly and severally represent and warrant to Purchasers, subject to the exceptions set forth in the disclosure schedules hereto (the “ Schedules ”) (it being understood and agreed that each such exception shall be deemed to be disclosed only under the Section of this Article IV to which such Schedule specifically refers and where applicability of such exception to other Sections of this Article IV is reasonably apparent from such disclosure), as follows:

4.1. Organization; Qualification .

(a) Each of U.S. Seller and Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. U.K. Seller is a private company limited by shares duly incorporated and validly existing under the laws of England and Wales.

(b) Company and U.K. Seller have all requisite power and authority to own, lease and operate their respective properties and to conduct the portion of the Global Business currently being conducted by such entity. Company and U.K. Seller are duly qualified to transact business and in the case of the Company, in good standing in each jurisdiction in which the character of the properties owned or leased by each such entity or the nature of the business conducted by each such entity makes such qualification necessary, except where any failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. “ Material Adverse Effect ” shall mean any adverse change in the business, financial condition or results of operations of the Global Business, which is material to the Global Business, taken as a whole; provided , however , that Material Adverse Effect shall not include the following, nor shall any of the following, be taken into account in determining whether there has been a Material Adverse Effect: any effect, change or development

attributable to or resulting from (i) the announcement of this Agreement or the Contemplated Transactions or the pendency or consummation of the Contemplated Transactions, (ii) any change in relationship with any employee, customer, supplier, joint venture partner, third party service provider or other contract counterparty that is attributable primarily to Purchasers, this Agreement or the transactions contemplated hereby, including any failure to obtain the consent of any such person to the transactions contemplated hereby, or losses of employees, (iii) any act or omission of U.S. Seller or U.K. Seller or any of their Affiliates carried out (or omitted to be carried out) in accordance with this Agreement or with the prior written consent of Purchasers, or taken at the specific written request of Purchasers, (iv) actions or omissions of U.S. Purchaser or U.K. Purchaser, (v) the conditions of any financial, banking or securities markets generally (including any disruption thereof and any decline in the price of any security or any market index) that do not disproportionately affect the Global Business relative to similarly situated companies in the industries in which the Global Business participates, (vi) any adverse change in general business or economic conditions or in conditions affecting the aerospace, industrial manufacturing and defense industries generally that does not disproportionately affect the Global Business relative to similarly situated companies in such industries, (vii) acts of God, engagement in hostilities, or the occurrence of any military or terrorist attack, or (viii) any change in Law, rule, regulation or GAAP or interpretations thereof by any governmental authority.

(c) This Agreement and the Related Documents have been duly and validly executed and delivered by U.S. Seller and U.K. Seller and this Agreement is, and each of the Related Documents when executed and delivered by U.S. Seller and U.K. Seller in accordance with their respective terms shall be, the valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms.

4.2. Capitalization . The authorized capital stock of Company consists of one thousand (1,000) authorized shares of common stock, par value $1.00 per share (“ Common Stock ”), of which one thousand (1,000) shares are issued and outstanding on the date hereof. The issued and outstanding shares of Common Stock are referred to herein as the “ Shares .” The Shares have been duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights. No securities of Company are held in treasury. Except for this Agreement, there are not, and on the Closing Date there shall not be, outstanding any: (a) options, warrants or other rights with respect to the capital stock of Company; (b) any securities convertible into or exchangeable for shares of such capital stock or any other debt or equity security of Company; or (c) any other contracts or commitments of any kind for the issuance of additional shares of capital stock or other debt or equity security of Company or options, warrants or other rights with respect to such securities. There are no contracts or agreements related to the issuance, voting, sale or transfer of Company’s securities and no person or entity has the right to acquire any of Company’s securities. No legend or other reference to any purported Encumbrance appears on any certificate representing the Shares or in any share or other private or public registry of or with respect to Company except legends relating to federal and state securities laws. U.K. Seller is an indirect, wholly-owned subsidiary of U.S. Seller.

4.3. Ownership of Shares and Purchased Assets .

(a) The Shares are owned beneficially and of record by U.S. Seller free and clear of any mortgages, liens, security interests or other encumbrances, charges, voting trusts, voting agreements, other agreements, rights, covenants, conditions, options, warrants or restrictions of any kind, nature or description (“ Share Encumbrances ”), and at the Closing U.S. Seller shall have, and shall deliver to U.S. Purchaser, good and marketable title to the Shares, free and clear of any Share Encumbrances.

(b) U.S. Seller has the corporate power and authority to assign, transfer and deliver the Shares.

(c) U.K. Seller has good and marketable title to the Purchased Assets, free and clear of any Encumbrances other than Permitted Encumbrances. U.K. Seller has the full and absolute right, power and authority to sell the Purchased Assets on the terms of this Agreement.

4.4. Subsidiaries . Company does not have any subsidiaries. U.K. Seller does not have any subsidiaries involved in the Global Business.

4.5. Corporate Action and Authority; No Conflict . The execution and delivery by U.S. Seller and U.K. Seller of this Agreement and all other agreements, instruments and documents to be delivered by U.S. Seller and U.K. Seller hereunder (the “ Related Documents ”) and U.S. Seller and U.K. Seller’s performance of the Contemplated Transactions have been duly authorized by all requisite corporate action of such Seller. U.S. Seller and U.K. Seller have all requisite corporate power and authority to execute and deliver this Agreement and the Related Documents and to perform the obligations to be performed by it hereunder and thereunder, and to consummate the Contemplated Transactions. Except as set forth on Schedule 4.5 , none of the execution, delivery or performance by U.S. Seller or U.K. Seller of this Agreement or any of the Related Documents, the consummation by U.S. Seller or U.K. Seller of the transactions contemplated hereby or thereby, or compliance by U.S. Seller or U.K. Seller with any provision hereof or thereof shall:

(a) conflict with or result in a breach of any provision of the charter or by-laws (or other constitutional documents) of such Seller or Company or with any resolution of the stockholders or board of such Seller or Company;

(b) subject to obtaining the Required Regulatory Approvals, violate in any material respect any provision of law, statute, rule, regulation, or permit of any court or other governmental or regulatory authority or of any Order;

(c) conflict with, result in a material breach of, constitute a material default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, require any notice or consent under or result in the imposition of a security interest under, any Material Contract;

(d) contravene or give any government body the right to revoke, withdraw, suspend or cancel any material permit or license used in the Global Business; or

(e) result in the imposition or creation of any Encumbrance in any material respect upon or with respect to any of the material assets owned, used or held for use by the Global Business.

4.6. Financial Statements; Books & Records .

(a) Set forth on Schedule 4.6(a) is a true and complete copy of each of (i) the pro forma balance sheet of the Global Business as at December 29, 2007, January 3, 2009, and the period ending September 27, 2008 (the “ Reference Balance Sheet ”) and (ii) the pro forma income statement of the Global Business for the years ended December 30, 2006, December 29, 2007 and January 3, 2009. Such financial statements are collectively referred to herein as the “ Pro Forma Financial Statements .” The Pro Forma Financial Statements have been derived from the internal books and records of the Global Business. Except as set forth in the notes to the Pro Forma Financial Statements, the Pro Forma Financial Statements have been prepared in conformity with GAAP Consistently Applied and present fairly in all material respects the combined financial position of the Global Business and the results of operations of the Global Business. Also set forth on Schedule 4.6(a) is an audited statement of the Net Working Capital of the Global Business as at September 27, 2008 (the “ Reference Statement of Working Capital ”), which has been derived from the Reference Balance Sheet and which has been prepared in accordance with GAAP Consistently Applied.

(b) Company’s minute books contain in all material respects accurate and complete records of all meetings held and corporate action, other than independent actions taken by directors, or taken on behalf of Company by Company’s equityholders, directors and directors’ committees (or, in each case, the equivalent). At the time of the Closing, all of the foregoing minute books and records will be in the possession of Company.

4.7. Real Property .

(a)  Schedule 4.7(a) lists all the real properties owned by Company (the “ Owned Real Property ”). U.K. Seller owns no real property that is used in the U.K. Business. Company has good and marketable title to the Owned Real Property, free and clear of Encumbrances other than Permitted Encumbrances, each as hereinafter defined. As used in this Agreement, the term “ Encumbrances ” means, collectively, all easements, pledges, options, rights of first refusal, security interests, judgments, liens, mortgages, and encumbrances. As used in this Agreement, the term “ Permitted Encumbrances ” means, collectively: (i) any mechanics or materialmen’s liens or similar Encumbrances arising or incurred in the ordinary course of business if the underlying obligations are not delinquent or which are being contested in good faith by appropriate proceedings for which collection or enforcement against the Owned Real Property is stayed; (ii) Encumbrances for Taxes not yet due and payable or which are being contested in good faith by appropriate proceedings for which collection or enforcement against the Owned Real Property is stayed; (iii) imperfections of title and zoning, building and other similar restrictions which, individually or in the aggregate, would not materially affect the marketability or value of such property or materially interfere with the operations of the Global Business; (iv) easements, licenses, covenants, rights of way and similar non-monetary Encumbrances which, individually or in the aggregate, would not have a material adverse effect on the marketability or value of such property or materially interfere with the operations of the Global Business; (v) any state of facts that an accurate survey would disclose, which, individually or in the aggregate, would not have a material adverse effect on the marketability or value of such property or materially interfere with the operations of the Global Business; (vi) statutory or common law liens to secure landlords, lessors or renters under leases or rental agreements if the underlying obligations are not delinquent or are included on the Closing Statement of Working Capital; (vii) with respect to tangible personal property, liens in respect of consignment arrangements securing the consigned inventory and any proceeds therefrom; (viii) with respect to tangible personal property, purchase money liens; and (ix) the Encumbrances set forth on Schedule 4.7(a) .

(b) Except as listed on Schedule 4.7(b) :

(i) there are no leases, subleases, licenses, concessions or other agreements granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property;

(ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein;

(iii) there are no pending, or to Sellers’ Knowledge, threatened condemnation proceedings, lawsuits, or administrative actions relating to any parcel of Owned Real Property or other matters affecting materially and adversely the current use, occupancy or value thereof; and

(iv) Company has the unrestricted right to sell, convey or otherwise transfer its interest in the Owned Real Property.

(c)  Schedule 4.7(c) lists all real property leased, licensed, subleased (the “ Leased Real Property ”) (i) to Company or (ii) otherwise used in connection with the Global Business. Sellers have delivered to Purchasers correct and complete copies of all leases, subleases, licenses or other occupancy agreements (collectively, the “ Leases ”) relating to the Leased Real Property. To Sellers’ Knowledge, each such lease is legal, valid, binding and enforceable and in full force and effect except where the illegality, invalidity, nonbinding nature, unenforceability or ineffectiveness would not have a Material Adverse Effect. Neither Company or U.K. Seller, on the one hand, nor, to Sellers’ Knowledge, the other party to each such lease, on the other hand, is in default or breach thereunder in any material respect, and no event has occurred that with notice or the lapse of time or both would constitute a material default by Company or U.K. Seller, on the one hand, or to Sellers’ Knowledge, the other party thereto, on the other hand, or which would give any party the right to terminate, accelerate or modify any Lease.

(d) Except as listed on Schedule 4.7(d) :

(i) there are no subleases, licenses, concessions or other agreements granting to any party or parties the right of use or occupancy of any portion of the Leased Real Property, and there are no parties who are in possession of space in the Leased Real Property to which they are not entitled;

(ii) to Sellers’ Knowledge, there are no outstanding options or rights of first refusal to purchase the Leased Real Property or any portion thereof or interest therein;

(iii) to Sellers’ Knowledge, there are no pending or threatened condemnation proceedings, lawsuits, or administrative actions relating to any parcel of Leased Real Property; and

(iv) no Affiliate of Company or U.S. Seller or U.K. Seller is the owner or lessor of any Leased Real Property.

(e) The Owned Real Property and the Leased Real Property are referred to collectively herein as the “ Real Property ”.

4.8. Assets, Properties and Rights .

(a) Company has good, valid and marketable title to all of its assets and properties (other than Owned Real Properties), free and clear of all Encumbrances other than Permitted Encumbrances. All of the Purchased Assets are in the sole legal and beneficial ownership of, and in the exclusive possession and control of, U.K. Seller and U.K. Seller has good, valid and marketable title to all of the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

(b) The Purchased Assets and Company’s assets and properties which are material to the conduct of the Global Business are free from material defects, have been maintained in accordance with normal industry practice, are in good operating condition and repair, subject to normal wear and tear, and are reasonably suitable for the purposes for which they are presently used.

4.9. Contracts .

(a) Except as listed on Schedule 4.9(a), Part 1 , there are no contracts or agreements, including loan facilities, guarantees of payment or performance, license agreements, leases of personal property, conditional sales contracts, letters of credit, powers of attorney (other than Tax powers of attorney required by the consolidated return regulations under the Code or customs powers of attorney) and confidentiality agreements to which Company or U.K. Seller (with respect to the U.K. Business only) are party or pursuant to which the assets of the Global Business are subject or bound, and which extend beyond the Closing Date, other than:

(i) purchase orders entered into in the ordinary course of business which, in each case, involve purchases having a remaining value of less than $1,000,000;

(ii) sales contracts entered into in the ordinary course of business under which the value of remaining shipments is less than $1,000,000;

(iii) contracts which by their terms terminate or are unconditionally terminable by Company or U.K. Seller without penalty within one (1) year after the date hereof and which individually involve an original commitment of less than $1,000,000; and

(iv) any other contracts which involve the remaining expenditure of less than $500,000 or the provision of goods and services with a remaining value of less than $500,000, except for the leases relating to the Leased Real Property. (The contracts required to be listed on Schedule 4.9(a), Part 1 and the intellectual property agreements identified on Schedule 4.9(a), Part 1 as the “ IP Agreements ” are collectively referred to as the “ Material Contracts ”).

Schedule 4.9(a), Part 2 lists all contracts by and between Company or U.K. Seller (with respect to the U.K. Business only) and any of their respective Affiliates (other than the Company and (solely with respect to the U.K. Business) the U.K. Seller) involving the expenditure of $100,000 or more, or involving the provision of goods, services or rights worth $100,000 or more.

Schedule 4.9(a), Part 3 lists all contracts between U.S. Seller or any Affiliate of U.S. Seller (other than Company or U.K. Seller) and any third party involving the provision to Global Business of goods, services or rights (except contracts with respect to employee benefits required to be set forth on Schedule 4.12 and contracts relating to or covering the types of goods, services or rights contemplated by the Transition Agreement) worth $100,000 or more to or for the Global Business during the year ended January 3, 2009.

Schedule 4.9(a), Part 4 lists all Assumed Contracts which, by their terms or under applicable law, require that the consent or approval of a third party is obtained before the benefit of such Assumed Contract can be transferred to the U.K. Purchaser under this Agreement.

(b) (i) Except as listed on Schedule 4.9(b)(i) , and other than contracts which by their terms terminate or are unconditionally terminable by Company or U.K. Seller without penalty within one (1) year after the date hereof, there are no contracts containing (A) warranties outside the ordinary course of business, (B) joint venture agreements, (C) strategic alliance agreements, (D) employment contracts, (E) nonsolicitation agreements (other than nonsolicitation agreements relating to solicitation of potential employees) or (F) noncompetition agreements to which Company or U.K. Seller (with respect to the U.K. Business only) is a party.

(ii) Except as listed on Schedule 4.9(b)(ii) and other than contracts which by their terms terminate or are unconditionally terminable by Company or U.K. Seller without penalty within one (1) year after the date hereof, there are no contracts to which Company or (with respect to the U.K. Business only) U.K. Seller is a party and that impose or purport to impose any obligation on affiliates of the Company or of the U.K. Seller and that (A) to Sellers’ Knowledge, contain nonsolicitation agreements relating to solicitation of potential employees or (B) contain most favored nations provisions.

(c) Except as listed on Schedule 4.9(c) : (i) Company, U.K. Seller and their respective Affiliates have in all material respects performed all the material obligations required to be performed by such party to date under each Material Contract; (ii) neither Company nor any of its Affiliates, on the one hand, nor to Sellers’ Knowledge, any counterparty to any Material Contract, on the other hand, is in material breach or default of any Material Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) can reasonably be expected to contravene, conflict with, or result in a violation or breach of, or give any person the right to declare a default or exercise of any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract; and (iv) Company or U.K. Seller has provided U.S. Purchaser and U.K. Purchaser with accurate and complete copies of all Material Contracts.

(d)  Schedule 4.9(d) lists (i) each existing Material Contract being renegotiated by Company or U.K. Seller as of the date hereof; and (ii) each prospective contract and agreement which if in effect as of the date hereof would have been listed as a Material Contract and which is being negotiated by Company as of the date hereof.

(e) U.K. Seller has in all material respects performed all material obligations required to be performed by it to date under each Assumed Contract.

(f) To Sellers’ Knowledge, none of Company’s or U.K. Seller’s officers or directors or key managers who are employed in the U.K. Business and whose employment will transfer to the U.K. Purchaser pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended or replaced) (“ TUPE ”) or clause 9.5(b) are subject to any contract or agreement which prohibits them from engaging in any business or which assigns to a third party the rights to any invention or intellectual property asset for which they were responsible, in whole or in part, for developing.

(g) The contracts set forth on Schedule 4.9(g) will provide pricing and other material terms and conditions that are, in the aggregate, substantially similar to the pricing and other material terms and conditions of the business relationship of the parties thereto as of the date of the Reference Balance Sheet.

4.10. Litigation .

(a) Except as set forth on Schedule 4.10(a) ,

(i) there are no claims, actions, suits, proceedings or investigations pending against Company or U.S. Seller or U.K. Seller with respect to the Global Business or with respect to the transactions contemplated by this Agreement, at law or in equity or before or by any court or other governmental agency or instrumentality, domestic or foreign, or any arbitral or tribunal body; and

(ii) to Sellers’ Knowledge, there are no material claims, actions, suits, proceedings or investigations threatened against Company or U.S. Seller or U.K. Seller with respect to the Global Business or with respect to the transactions contemplated by this Agreement, at law or in equity or before or by any court or other governmental agency or instrumentality, domestic or foreign, or any arbitral or tribunal body.

(b) (i) there is no Order to which Company or (in relation to the U.K. Business) U.K. Seller or any of the assets owned or used by the Global Business (including for the avoidance of doubt the Purchased Assets) is subject; and (ii) each of Company and (in relation to the U.K. Business or the Purchased Assets) U.K. Seller is and has been in material compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it in relation to the Global Business), is or has been subject. “ Order ” means any award, decision, injunction, writ, decree, judgment, order, ruling, subpoena, or verdict (with the exception of permits and other routine regulatory actions) entered, issued, made or rendered by any court, administrative agency, government body or arbitrator.

(c) Set forth on Schedule 4.10(c) are certain claims of Company (the “ Termination Claims ”) relating to the cancellation of certain Government Contracts.

4.11. Compliance with Law . Except as listed on Schedule 4.11(a) or as disclosed on Schedule 4.10 or elsewhere in this Agreement and the Schedules hereto:

(a) neither U.S. Seller nor U.K. Seller has received notice that either Company or (in relation to the U.K. Business) U.K. Seller is or may be in violation of any applicable foreign, federal, state or local law, statute, regulation, Order or government permit (collectively, “ Law ”) that has not otherwise been resolved;

(b) except with respect to Environmental and Safety Requirements, which are subject to Section 4.15, each of Company and (in relation to the U.K. Business only) U.K. Seller is, and at all times since January 1, 2008 has been, in material compliance with all Laws and Permits; and

(c) no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation by Company or U.K. Seller of, or a failure on the part of Company or U.K. Seller to comply with, any Law which violation or failure is likely to have a Material Adverse Effect.

4.12. Employee Benefit Plans .

(a) With respect to any Employee or Former Employee, except as set forth on Schedule 4.12 , neither U.S. Seller nor U.K. Seller nor Company nor any Affiliate of U.S. Seller or Company is a party to any “employee welfare benefit plan”, as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), any “ employee pension benefit plan ,” as defined in Section 3(2) of ERISA, any occupational or personal pension scheme as defined in Section 1(l) of the Pension Schemes Act 1993 or any bonus, incentive compensation, profit sharing, retirement, pension, group insurance, death benefit, cafeteria, flexible benefit, medical expense reimbursement, dependant care, stock option, stock purchase, stock appreciation rights, savings, deferred compensation, consulting, severance pay or termination pay, vacation pay, welfare or other employee benefit or fringe benefit plan, program or arrangement, and the Company does not contribute to or have any liability under or in respect of any “multiemployer plan,” as defined in Section 3(37) of ERISA. These plans are referred to collectively herein as the “ Employee Benefit Plans. ”

(b) With respect to any Employee or Former Employee, each Employee Benefit Plan has been established, maintained and administered in all material respects in compliance with its terms and all applicable laws or regulations.

(c) With respect to any Employee or Former Employee, Company, U.S. Seller or the applicable plan administrator has provided, or shall have provided, to individuals entitled thereto required notices within the applicable time periods and required coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “ Code ”) with respect to any “qualifying event” (as defined in Section 4980B(f)(3) of the Code) occurring prior to and including the Closing Date, and no material Tax payable on account of Section 4980B of the Code has been incurred.

(d) With respect to each Employee Benefit Plan: (i) neither any such Employee Benefit Plan nor any of U.S. Seller, Company or any fiduciary of such Employee Benefit Plan has engaged in a material “prohibited transaction” as defined in Section 406 of ERISA or Section 4975 of the Code; (ii) all material filings and reports as to each Employee Benefit Plan required to have been made on or before the Closing Date to the Internal Revenue Service (the “ IRS ”), the Pension Benefit Guaranty Corporation (“ PBGC ”), the United States Securities and Exchange Commission or the United States Department of Labor (the “ DOL ”) have been or shall be made on a timely basis on or before such date; (iii) with respect to Employees or Former Employees, except as disclosed on Schedule 4.12 , there is no material litigation, governmental proceeding or investigation pending or to Sellers’ Knowledge threatened with respect to any such Employee Benefit Plan, its related trusts, insurance contracts or other funding arrangements, or any fiduciary, administrator or sponsor of any such Employee Benefit Plan in said capacity; and there has not been any (A) termination, or determination of the Secretary of the Treasury of partial termination, of any such Employee Benefit Plan, (B) commencement of any proceeding to terminate any such Employee Benefit Plan pursuant to ERISA, or (C) written notice given to U.S. Seller, or to Company of the intention to commence or seek the commencement of any such proceeding with respect to any such Employee Benefit Plan, which, under subparagraph (A), resulted or, under subparagraph (B) or (C), would result in an insufficiency of plan assets necessary to satisfy benefits guaranteed under Section 4022 of ERISA.

(e) With respect to each Employee Benefit Plan which is subject to Section 401(a) of the Code: (i) U.S. Seller or Company has received a favorable determination or prototype opinion letter as to qualification of each such Employee Benefit Plan under Code Section 401(a) and each such Employee Benefit Plan meets in all material respects the requirements of a “qualified plan” under Section 401(a) of the Code; (ii) each such Employee Benefit Plan has been funded in all material respects in accordance with its governing documents, ERISA and the Code, there has been no accumulated funding deficiency or failure to meet the minimum funding standard to any material degree, whether or not waived, at any time; (iii) there has been no “reportable event” within the meaning of Section 4043 of ERISA which was required to have been reported under that section but was not reported; and (iv) all material filings, premium payments, reports and notices as to each such Employee Benefit Plan required to have been made on or before the Closing Date to the PBGC have been or shall be duly made on a timely basis on or before that date.

(f) No liability under Title IV of ERISA has been incurred by Company that has not been satisfied in full and no condition exists that could result in Company incurring a material amount of such liability, other than liability for premiums due the PBGC (which premiums have been paid when due).

(g) Except as set forth on Schedule 4.12 , with respect to any Employee or Former Employee of the Company, neither U.S. Seller nor Company presently maintains, contributes to or has any liability under any funded or unfunded medical, health or life insurance plan or arrangement for present or future retirees or present or future terminated employees except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

(h) No amount payable to any Employee or Former Employee as a result of or in connection with the transaction contemplated by this agreement will be an “excess parachute payment” which is non-deductible under Section 280G of the Code.

(i) No event has occurred with respect to which Company could be liable to a material extent for a Tax imposed by any of Sections 4971, 4972, 4976, 4977, 4979, 4980, 4980B, 4980D or 4980F of the Code, for a civil penalty or other liability under Section 502(c) or Section 502(1) of ERISA or a breach of fiduciary liability damages under Section 409 of ERISA.

(j) Except as set forth on Schedule 4.23 , with respect to any Employee or Former Employee, none of U.S. Seller, U.K. Seller nor Company has promised, announced, or has any commitment to make any benefit increases or improvements under any Employee Benefit Plan, any amendments or restatements of any Employee Benefit Plan, or any new Employee Benefit Plan, program or arrangement, and none of U.S. Seller, U.K. Seller nor Company is aware of or involved in (or will, prior to Closing, permit) any amendment or modification of an Employee Benefit Plan, or any exercise of discretion, which may materially affect the interests of participants and beneficiaries in such Employee Benefit Plan.

(k) With respect to each of the Employee Benefit Plans, Sellers have delivered to Purchaser true and complete copies of (where applicable): (i) the plan documents, including any related trust agreements, insurance contracts or other funding arrangements, or a written summary of the terms and conditions of the plan if there is no written plan document; (ii) the most recent determination letter received from the IRS; (iii) the most recent IRS Form 5500; (iv) the most recent actuarial valuation; (v) the most recent financial statement; and (vi) the most recent summary plan description.

(l) With respect to any Employee or Former Employee, and Employee Benefit Plan which could be deemed a “nonqualified deferred compensation plan” under Section 409A of the Code, is in compliance with such section and applicable regulations or governmental guidance or is exempt from the requirements of such sections.

4.13. Intellectual Property Rights.

(a)  Schedule 4.13(a) contains an accurate and complete list of: (i) all patents, trademarks, trade names, assumed names, domain names, copyrights, and all applications for the foregoing, owned, used or filed by Company or U.K. Seller and used in or necessary for the conduct of the Global Business; (ii) all licenses, permissions and other agreements relating to the items listed in clause (i); and (iii) all agreements relating to technology, know-how, software or processes (other than software generally commercially licensable for less than $15,000 per copy) used in or necessary for the conduct of the Global Business which Company or U.K. Seller is licensed or authorized to use by others (collectively, the “ Intellectual Property Rights ”). The intellectual property listed on Schedule 4.13(a) constitutes all the intellectual property necessary for the continued operation of the Global Business after Closing in substantially the same manner as before Closing.

(b) Except as set forth on Schedule 4.13(b) , (i) the patents, trademarks, trade names, assumed names, domain names and copyrights and any applications therefor listed on Schedule 4.13(a) and owned by the Company or U.K. Seller are duly recorded in the name of Company or U.K. Seller (domain names listed on Schedule 4.13(a) under the heading “Transferred Domain Names” are defined herein as the “ Domain Names ”), (ii) to Sellers’ Knowledge, all patents, trademarks, trade names, assumed names, Domain Names and copyrights listed on Schedule 4.13(a) are valid, subsisting and enforceable, and (iii) to Sellers’ Knowledge, Company or U.K. Seller has the right (but not necessarily the exclusive right), free from any Encumbrances, to use the patents, trademarks, trade names, assumed names, Domain Names and copyrights and applications therefor listed on Schedule 4.13(a) , and has good title to and the absolute (but not necessarily exclusive) right to use the technology, know-how and processes and all trade secrets and proprietary information (whether patentable or not) required for or incident to the conduct of the Global Business, in the jurisdictions in which it conducts the Global Business or where the products of the Global Business are distributed, or services rendered; and the consummation of the transactions contemplated hereby will not alter or impair any such rights.

(c) Except as set forth on Schedule 4.13(c) , since January 1, 2006, no claims have been asserted in writing or, to Sellers’ Knowledge, threatened by any person with respect to the ownership, validity, enforceability or use of any such patents, trademarks, trade names, assumed names, Domain Names, copyrights, applications therefor, or any technology, know-how, processes, trade secrets or proprietary information owned or used by Company or U.K. Seller in the Global Business or challenging or questioning the validity or effectiveness of any such intellectual property.

(d) To Sellers’ Knowledge, neither the operation of the Global Business nor the sale of Company’s or (with respect to the U.K. Business) U.K. Seller’s products infringe, misappropriate or dilute the intellectual property rights of any other person.

(e) Except as disclosed on Schedule 4.13(e) , to Sellers’ Knowledge, no other person is infringing, misappropriating or diluting the rights of Company or U.K. Seller with respect to patents, trademarks, trade names, assumed names, copyrights, applications therefor, or with respect to any technology, know-how, processes, trade secrets or proprietary information owned or used in the Global Business.

(f) Except as disclosed on Schedule 4.13(f) , neither Company nor U.K. Seller has received written notice from a third party that the operation of the Global Business or any product or service manufactured, marketed, distributed, provided or sold or proposed to be manufactured, marketed, distributed, provided or sold by the Global Business violates or will violate any license or infringes or misappropriates or will infringe or misappropriate any rights of any other person.

(g) Except as disclosed on Schedule 4.13(g) , all of the patents, patent applications, trademarks, trademark applications and Domain Names listed on Schedule 4.13(a) are currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees).

(h) Company’s policy is that all employees execute written agreements that assign to Company all rights to any inventions, improvements, discoveries, or information relating to the Business and that contain provisions regarding and restricting the use and disclosure of confidential information relating to the Business; and, to Sellers’ Knowledge, all current Employees of the Company have executed such an agreement.

(i) Company and U.K. Seller have taken reasonable precautions to protect the secrecy, confidentiality and value of all trade secret and/or confidential, proprietary information used in or necessary for the conduct of the Global Business.

(j) Each of Company and U.K. Seller has in its possession engineering drawings, process flow documents, manufacturing procedures, bills of materials and routing sheets used exclusively in the operation of the Global Business.

(k) Except as set forth on Schedule 4.13(k) , to Sellers’ Knowledge, there are no actions (including the payment of maintenance fees) that must be taken by Company or U.K. Seller within 60 days after the Closing that, if not taken, will result in the loss of any registered intellectual property listed on Schedule 4.13(a) .

4.14. No Material Adverse Change . Since the date of the Reference Balance Sheet, there has not occurred any Material Adverse Effect and, to Sellers’ Knowledge, the Global Business has not experienced any event or failed to take any action which reasonably could be expected to result in a Material Adverse Effect.

4.15. Environmental Matters .

(a) For purposes of this Agreement, the term “ Hazardous Substances ” means:

(i) hazardous materials, hazardous substances, extremely hazardous substances or hazardous wastes, as those terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conversation and Recovery Act, 42 U.S.C. §6901 et seq., or by any other Environmental and Safety Requirements;

(ii) petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute);

(iii) any radioactive material, including, any source, special nuclear, or by-product material as defined in 42 U.S.C. §2011 et seq.;

(iv) asbestos in any form or condition; and

(v) any other material, substance or waste to which liability or standards of conduct may be imposed under any Environmental and Safety Requirements.

(b) Except as set forth on Schedule 4.15(b) , each of Company and (in relation to the U.K. Business) U.K. Seller is in compliance with all applicable federal, state and local laws, rules, regulations, ordinances and requirements relating to public health and safety, and pollution and protection of the environment, all as amended as of the Closing Date (“ Environmental and Safety Requirements ”) and the Company and (in relation to the U.K. Business) U.K. Seller possess all required permits, licenses and certificates, and have filed all notices or applications required thereby pursuant to applicable Environmental and Safety Requirements (the “ Permits ”). Except as set forth on Schedule 4.15(b) , there are no governmental notices or approval requirements related to the Permits arising as a result of the transactions contemplated by this Agreement.

(c) Except as set forth on Schedule 4.15(c) , to Sellers’ Knowledge, neither U.K. Seller (in relation to U.K. Business) nor Company has been subject to, or received any written notice of any private, administrative or judicial action, or any written notice of any intended private, administrative, or judicial action relating to the presence or alleged presence of Hazardous Substances relating to Company, the Global Business, or the Real Property, or any written request for information or notice of potential liability related to the presence of Hazardous Substances at the Real Property or any other location, and there are no pending or threatened actions or proceedings (or notices of potential actions or proceedings) from any governmental agency or any other entity regarding any matter relating to Environmental and Safety Requirements.

(d) Except as set forth on Schedule 4.15(d) , to Sellers’ Knowledge, there are no underground storage tanks located on the Real Property.

(e) To Sellers’ Knowledge, Sellers have made available to Purchasers a copy of all material reports, studies, assessments or audits in the possession, custody or control of Seller, U.K. Seller or Company relating to the environmental condition of the Real Property or the compliance of Company and U.K. Seller with Environmental and Safety Requirements.

(f) Each of Company and (with respect to the U.K. Business only) U.K. Seller is, and at all times since January 1, 2008, has been, in material compliance with all Permits.

(g) Notwithstanding any other provision in this Agreement, this Section 4.15 set forth the sole representations and warranties in this Agreement regarding Hazardous Substances or Environmental and Safety Requirements.

4.16. Tax Returns and Payments . Except as set forth on Schedule 4.16(a) or as reflected or reserved against in the Pro-Forma Financial Statements: (a) Sellers’ Group has timely filed or caused to be timely filed all Returns that are required to have been filed on or before the date hereof (i) in the case of the Company, for each taxable period during which Company was a member of Sellers’ Group and (ii) in the case of the U.K. Seller (with respect to the U.K. Business), at all times prior to the Closing Date, and all such Returns are accurate and complete in all material respects, (b) all material federal, state, foreign and other Income Taxes and all other material Taxes due and payable on or before the date hereof, relating to the business or assets of Company or (with respect to the U.K. Business) the U.K. Seller, have been paid, (c) the statute of limitations has expired with respect to all Income Tax Returns and all other Returns, a