STOCK PURCHASE AGREEMENT

EXHIBIT 2.1

STOCK PURCHASE AGREEMENT

by and among

FCI AMERICAS, INC.,

FCI S.A.,

HUBBELL SWITCH HOLDING CO., INC.

and

HUBBELL INCORPORATED

July 21, 2009

Table of Contents

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EXHIBITS

SCHEDULES

STOCK PURCHASE AGREEMENT

          THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated as of July 21, 2009, is made by and among Hubbell Switch Holding Co., Inc., a Delaware corporation (“ Buyer ”), Hubbell Incorporated, a Connecticut corporation (“ Guarantor ”), FCI Americas, Inc., a Delaware corporation (the “ Company ”) and FCI S.A., a French Société Anonyme (“ Seller ”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I below.

          WHEREAS, as of the date hereof, the Company and its Subsidiaries conduct various business operations and activities, including the Business;

          WHEREAS, Seller currently owns, and at the Closing, will continue to own, all of the issued and outstanding shares of capital stock of the Company (collectively, the “ Shares ”);

          WHEREAS, subject to the terms and conditions of this Agreement, Buyer desires to purchase from Seller and Seller desires to sell to Buyer, the Business, through the purchase and sale of the Shares;

          WHEREAS, prior to the Closing and subject to the terms and conditions of this Agreement and the other agreements contemplated hereby, Seller intends to cause the Company and its Subsidiaries to be reorganized in accordance with the reorganization plan attached hereto as Exhibit A (the “ Reorganization Plan ”), such that following such reorganization the Company and its Subsidiaries shall conduct no business operations or activities other than the Business; and

          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          1.01 Definitions . For purposes hereof, the following terms when used herein shall have the respective meanings set forth below:

          “ Affiliate ” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

          “ Affiliated Group ” means an affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax law) of which the Company or any or its Subsidiaries is or has been a member.

          “ Agreed Accounting Principles ” shall mean IFRS, as applied in accordance with the attached Accounting Principles Schedule .

          “ Applicable Rate ” means 5% per annum.

          “ Business ” means the business, as conducted by the Company and its Subsidiaries on the date hereof, of designing and manufacturing connectors, cable accessories and application tooling (including high-voltage sub-station connectors, aluminum, copper and compression connectors, installation tools, wiring accessories and mechanical terminals) for the power utility industry and the construction, maintenance and repair markets, primarily under the Burndy â brand name.

          “ Cash on Hand ” means, with respect to the Company and its Subsidiaries, as of the close of business on the Closing (but before taking into account the consummation of the sale of the Shares), all cash, cash equivalents and marketable securities (other than Restricted Cash) held by the Company and its Subsidiaries at such time, determined in accordance with IFRS; provided however , that Cash on Hand shall only include 95% of the Canadian Intercompany Note Cash. For the avoidance of doubt, Cash on Hand shall (i) be reduced by issued but uncleared checks and drafts and (ii) include checks and drafts deposited for the account of the Company or any of its Subsidiaries.

          “ Code ” means the Internal Revenue Code of 1986, as amended.

          “ Competition Act ” means the Competition Act (Canada), as amended.

          “ Competition Laws ” means the HSR Act and any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade.

          “ Environmental Laws ” means as enacted prior to the Closing Date and in effect on or prior to the Closing Date, all Laws concerning pollution or protection of the environment and natural resources, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of, or exposure to, any hazardous or toxic materials, substances or wastes.

          “ FCI Intercompany Note ” means that certain payable of FCI USA Inc. owed to FCI Canada Inc. in the principal amount of approximately $27,866,999, plus interest.

          “ FCI Intercompany Note Mexico ” means that certain payable of FCI USA Inc. (which will be assumed by NewCo LLC in the Reorganization Transactions) owed to FCI Electrical Products Mexico SA de CV (“ FCI Mexico ”) in the principal amount of approximately $2,500,000 plus interest.

          “ Final Order ” means an Order as to which the time to file an appeal, or a motion for rehearing or reconsideration, has expired and no such appeal or motion is pending.

          “ Foreign Subsidiary ” means any Subsidiary of the Company that is not incorporated or organized under the laws of United States of America, any state thereof, or the District of Columbia.

          “ Governmental Body ” means any federal, state, provincial, local, municipal, foreign or other government or quasi-governmental authority or any department, agency, commission, board, subdivision, bureau, agency, instrumentality, court or other tribunal of any of the foregoing.

          “ Hazardous Substance ” means any pollutant, contaminant or other substance chemical or waste, that is defined, listed, or regulated as “hazardous” or “toxic” (or words of similar meaning and regulatory effect) under any applicable Environmental Laws, including any “hazardous substance” as the term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act 42 U.S.C. § 9601 et seq., petroleum, polychlorinated biphenyls (PCBs), and asbestos.

          “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

          “ IFRS ” means International Financial Reporting Standards, as in effect as of the date of this Agreement.

          “ Indebtedness ” means any of the following items that are owed by the Company or any of its Subsidiaries as of the close of business on the Closing (but before taking into account the consummation of the sale of the Shares): (i) all obligations for borrowed money; (ii) all obligations evidenced by a note, bond, debenture or other debt security; (iii) all obligations that would be characterized as capital lease obligations under IFRS (in such amounts as would be reflected on the face of a balance sheet of the Company prepared in accordance with IFRS as of the Closing); (iv) all obligations for the deferred purchase price of property or services (including with respect to any earnout or similar payments) ( provided , however , that the liabilities for the deferred purchase price payable pursuant to Section 2.10 of that certain Share and Asset Purchase Agreement, dated as of December 19, 2008, by and among Seller, FCI Canada Inc., Ciro Pasini, 2193310 Ontario Inc. and Implo Technologia Do Brasil Comercio De Componentes Electricos Ltda., shall not be deemed to be Indebtedness for any purpose hereunder); (v) all obligations for declared but unpaid dividends; (vi) all Indebtedness of others guaranteed or supported directly or indirectly in any manner, including through surety arrangement, letters of credit, or otherwise, by the Company or any of its Subsidiaries, or in effect so guaranteed or supported directly or indirectly by the Company or any of its Subsidiaries (including by way of a Lien on any asset of the Company or its Subsidiaries) ( provided , however , that (a) the letters of credit listed in subsection (vi) of Schedule 4.09 (other than any amounts drawn thereunder) and (b) the guarantee provided pursuant to the Guaranty Agreement, dated May 31, 1995 executed by Berg Electronics Holdings Corp. in favor of the Pennsylvania Infrastructure Investment Authority, as supplemented by the Supplemental Guaranty Agreement, dated November 14, 1995, executed by Berg Electronics Holdings Corp. in favor of the Pennsylvania Infrastructure Investment Authority (the “ Penn Vest Guarantee ”), shall not be deemed to be Indebtedness for any purpose hereunder); (vii) all obligations in respect of any interest rate protection, commodity or currency agreements, swaps, puts, calls, options or similar derivative products; and (viii) all

prepayment premiums, if any, and accrued interest related to any of the items set forth in clauses (i) through (vi) above. For the avoidance of doubt, no intercompany obligations by or among the Company and/or its Subsidiaries at Closing and solely among the entities to be included in the Business immediately following the Closing shall be deemed to be Indebtedness for any purpose hereunder.

          “ Intellectual Property Rights ” means any intellectual property rights in any jurisdiction throughout the world, including all: (i) patents, patent applications and patent disclosures (including any patent maturing from any such patent application and any divisions, continuations, continuations-in-part, reissues, reexaminations, any foreign counterpart of, or foreign patent claiming priority from, any of the foregoing, in each case, whether issuing or arising before or after the Closing Date); (ii) copyrights, copyrightable works and registrations and applications for registration therefor; (iii) trade names, trade dress, trademarks, service marks, Internet domain names, all registrations and applications therefor, and all goodwill associated therewith; (iv) trade secrets, confidential information, know-how, inventions, technical information, proprietary manufacturing information, drawings and designs (including any of the foregoing relating to machinery, equipment, tools, dies, molds, spare and repair parts, and jigs); and (v) computer software (including source code, executable code, and documentation) and databases.

          “ IC Act ” means the Investment Canada Act (Canada), as amended.

          “ knowledge ”, when used in the phrase “ to Seller’s knowledge ” or similar phrases means the actual knowledge of Rodd Ruland, Lee Herron, B. Jill Steps, Kevin Ryan, Pierre Martini and Thierry Rossigneux.

          “ Law ” means any federal, state, provincial, local or foreign statute, law, rule, regulation, code, treaty, judgment, injunction, ordinance, Order, restriction or other provision having the force or effect of law (including common law) of any Governmental Body.

          “ Licenses ” means all permits, licenses, franchises, certificates, approvals and other authorizations material to the Business issued by third parties or Governmental Bodies.

          “ Liens ” means liens, security interests, charges or encumbrances.

          “ Loss(es) ” means losses, liabilities, damages and expenses (including reasonable legal fees and expenses and diminution in value, but excluding, in each case, incidental, indirect or punitive losses, liabilities, damages or expenses and any losses, liabilities, damages or expenses for lost profits or any “multiple of profits”, “multiple of cash flow” or similar valuation methodology used in calculating the amount of Losses, unless, in each case, paid or payable to a third party).

          “ Material Adverse Effect ” means any change, event, occurrence or development that, individually or in the aggregate, is materially adverse to the condition (financial or otherwise), assets, liabilities or results of operations of the Business, but excluding any adverse change, event, occurrence or development attributable to (i) the announcement of the transactions contemplated by this Agreement; (ii) general business or economic conditions affecting the industry in which the Business operates; (iii) financial, banking, or securities

markets (including any disruption thereof and any decline in the price of any security or any market index); (iv) actions explicitly required to be taken pursuant to the express terms of this Agreement; (v) actions required to be taken under applicable Laws (it being understood that the underlying changes, events, occurrences or developments giving rise to any such actions can be taken into account in determining whether a Material Adverse Effect has occurred or is reasonably expected to occur); (vi) any change in IFRS or other accounting requirements or principles or any change in applicable Laws or the interpretation thereof, in each case, after the date hereof; (vii) the commencement, continuation or escalation of a war, material armed hostilities or act of terrorism directly or indirectly involving the United States of America, Canada, Mexico or Brazil; and (viii) the failure of the Business to meet or achieve the results set forth in any internal projection (it being understood that the underlying changes, events, occurrences, developments or reasons giving rise to any such failure can be taken into account in determining whether a Material Adverse Effect has occurred or is reasonably expected to occur), which changes, events, occurrences or developments in the case of clauses (ii), (iii), (v), (vi) and (vii) do not, individually or together with any other such changes, events, occurrences or developments, disproportionately affect the Business as compared to other companies in the industries in which the Business operates.

          “ Mexican Intercompany Note Transaction ” means the payment in cash, at some time after the Closing, by NewCo LLC to FCI Mexico of an amount equal to its outstanding liability under the FCI Intercompany Note Mexico (including any accrued and unpaid interest thereon), and immediately thereafter, the distribution by FCI Mexico of such cash to FCI Americas International Holdings LLC.

          “ Mexican Subsidiary ” means any Subsidiary of the Company that is incorporated or organized under the laws of Mexico.

          “ Net Working Capital ” shall be calculated in accordance with the Accounting Principles Schedule .

          “ Net Working Capital Target ” means $28,885,000, calculated as set forth in the Accounting Principles Schedule .

          “ NewCo LLC ” means the entity referred to as NewCo LLC (USA) in the Reorganization Plan.

          “ Order ” means any award, decision, decree, order, writ, injunction, ruling, judgment, or consent of or entered, issued, made or rendered by any Governmental Body.

          “ Permitted Liens ” means (i) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by the Company and its Subsidiaries and for which appropriate reserves have been established in the Financial Statements in accordance with IFRS; (ii) mechanics’, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, individually or in the aggregate, significant; (iii) zoning, entitlement, building and other land use regulations imposed by governmental agencies having jurisdiction over the Real Property which

are not violated by the current use and operation of the Real Property; (iv) covenants, conditions, restrictions, easements and other similar matters affecting title to the Real Property which do not materially impair the occupancy or use of the Real Property for the purposes for which it is currently used or proposed to be used in connection with the Business; (v) public roads and highways; (vi) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation; (vii) Liens on goods in transit incurred pursuant to documentary letters of credit; (vii) purchase money Liens and Liens securing rental payments under capital lease arrangements; (ix) other Liens arising in the ordinary course of business that are not material and not incurred in connection with the borrowing of money; and (x) Liens set forth on Schedule 1.01 .

          “ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Body.

          “ Product Liability ” shall mean any direct or indirect liability arising from any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability or any other legal or equitable theory, arising from defects in products manufactured or from services performed by or on behalf of the Company or any of its Subsidiaries.

          “ Proscribed Business ” means the business of designing and manufacturing connectors, cable accessories and application tooling (including high-voltage sub-station connectors, aluminum, copper and compression connectors, installation tools, wiring accessories and mechanical terminals) for the power utility industry and the construction, maintenance and repair markets, within the Restricted Area.

          “ Purchased Intellectual Property ” means any of the following in any jurisdiction throughout the world that is owned, registered or (in the case of rights in licensed Intellectual Property Rights under licenses from third parties) held by the Company or any of its Subsidiaries as of the Closing Date: (i) patents, patent applications and patent disclosures (including any patent maturing from any such patent application and any divisions, continuations, continuations-in-part, reissues, reexaminations, any foreign counterpart of, or foreign patent claiming priority from, any of the foregoing, in each case, whether issuing or arising before or after the Closing Date); (ii) copyrights, copyrightable works, and registrations and applications for registration therefor; (iii) confidential information, trade secrets, know-how, inventions, technical information, proprietary manufacturing information, drawings and designs (including any of the foregoing relating to machinery, equipment, tools, dies, molds, spare and repair parts, and jigs); (iv) trade names, trade dress, trademarks, service marks, Internet domain names, all registrations and applications therefor, and all goodwill associated therewith; (v) computer software (including source code, executable code, and documentation) and databases; (vi) rights in licenses to or from third parties in any of the foregoing; (vii) all copies and tangible embodiments of any of the foregoing; and (viii) the right to sue for past, present and future infringement, misappropriation, dilution and other violations of any of the foregoing.

          “ Real Property ” means, collectively, the Owned Real Property and the Leased Real Property.

          “ Reorganization Transactions ” mean the transactions contemplated by the Reorganization Plan.

          “ Restricted Area ” means North America, Central America and South America.

          “ Restricted Cash ” means any cash or cash equivalents (x) unavailable for dividend or distribution by the Company or the applicable Subsidiary as a result of the requirements of applicable Law or (y) the dividend or distribution of which is subject to Tax (it being agreed and understood that with respect to this clause (y), the amount of Restricted Cash shall only be equal to the amount that any such dividend or distribution would be reduced as a result of any such Tax). For the avoidance of doubt, Restricted Cash shall not include the Canadian Intercompany Note Cash.

          “ Retained Liabilities ” means, except as otherwise specifically contemplated by Section 7.04 of this Agreement, any cost, expense (including reasonable legal fees and expenses) or liability (i) of Seller or its Subsidiaries to the extent not related to the Business, (ii) of the Company or its Subsidiaries to the extent caused by the Reorganization Transactions, (iii) arising out of, resulting from or relating to properties formerly owned or formerly operated by Seller or its Subsidiaries, whether or not related to the Business, (iv) arising out of, resulting from or relating to previous divestitures (whether through merger, amalgamation, stock sale, reorganization, spin-off, sale of assets or otherwise) of business divisions or subsidiaries of Seller or the Company, whether or not related to the Business ( provided that , notwithstanding the foregoing, Buyer shall be obligated to comply with exclusivity, confidentiality and similar restrictions (that do not require any payment or expenditure of money absent a breach of such provisions) provided for in the definitive documentation entered into in connection with such divestitures (as listed in subsection (xii) of Schedule 4.09 ), including the sale of the Japanese business to Furukawa Electric Co., Ltd. in January 2008 pursuant to a Sale and Purchase Agreement dated November 7, 2007 and the sale of the European business to SICAME in May 2006 pursuant to a Sale and Purchase Agreement dated May 5, 2006 and (v) arising out of, resulting from or related to the Penn Vest Guarantee.

          “ Seller Transaction Expenses ” means the fees and expenses payable by Seller, the Company and its Subsidiaries arising from, incurred in connection with or incident to this Agreement and the transactions contemplated hereby, which the Company or any of its Subsidiaries incurs or accrues prior to the Closing and remains obligated for at or following the Closing, in each case only to the extent not reflected as a current liability in Net Working Capital.

          “ Subsidiary ” means, with respect to any Person, any corporation of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or any partnership, association or other business entity of which a majority of the partnership or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, association or other business entity if such

Person is allocated a majority of the gains or losses of such partnership, association or other business entity or is or controls the managing director or general partner of such partnership, association or other business entity.

          “ Tax ” or “ Taxes ” means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, special assessment, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing; the foregoing shall include any transferee or secondary liability for a Tax and any liability assumed by agreement or arising as a result of being (or ceasing to be) a member of any Affiliated Group (or by being included (or required to be included) in any Tax Return relating thereto).

          “ Tax Benefit ” means, with respect to a Loss subject to indemnity under Article VIII or a Tax adjustment subject to indemnity under Section 10.01(a) , an amount by which the cash Tax liability of a party (or group of corporations filing a Tax Return that includes the party), with respect to a taxable period, is reduced solely as a result of such Loss or Tax adjustment (treating any Tax item attributable to such Loss or Tax Adjustment as the last items claimed for any taxable periods) or the amount of any Tax refund that is generated solely as a result of such Loss or Tax adjustment, and any related interest received from any relevant Taxing authority.

          “ Tax Returns ” means any return, report, information statement or other document (including schedules or any related or supporting information) filed or required to be filed with any Governmental Body in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

          “ Warranty Liability ” shall mean any direct or indirect liability of the Company or any of its Subsidiaries arising from any warranty or breach of warranty claim or product guaranty, express or implied, including the obligation to recall or replace any products produced by or on behalf of the Company or any of its Subsidiaries, with respect to any product manufactured, sold or distributed by or on behalf of the Company or (any of its Subsidiaries).

          1.02 Cross Reference . The following terms are defined in the following Sections of this Agreement:

          1.03 Other Definitional Provisions .

          (a) Accounting terms which are not otherwise defined in this Agreement have the meanings given to them under IFRS. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such term under IFRS, the definition set forth in this Agreement will control.

          (b) Any reference to any particular Code section or any other law or regulation will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified.

          (c) All references in this Agreement to Exhibits, Disclosure Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Disclosure Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any

Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof.

          (d) Exhibits and Disclosure Schedules to this Agreement are attached hereto and by this reference incorporated herein for all purposes.

          (e) The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “including” (in its various forms) means including without limitation.

          (f) All references to “$” and dollars shall be deemed to refer to United States currency unless otherwise specifically provided.

          (g) Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

          (h) Except as otherwise provided herein, all references to “the transactions contemplated hereby” and “the transaction contemplated by this Agreement” shall include the Reorganization Transactions.

ARTICLE II

PURCHASE AND SALE OF THE SHARES

          2.01 Purchase and Sale of Shares .

          (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, all of the Shares in exchange for the payment of the Estimated Purchase Price in cash to Seller. Payment for such Shares shall be made by wire transfer on the Closing Date of immediately available funds to accounts specified by Seller to Buyer.

          (b) Buyer shall be entitled to deduct and withhold from amounts otherwise payable to Seller such amounts (if any) that Buyer is required to deduct and withhold under the Code or any provision of state, local or foreign Law. To the extent amounts are so withheld by Buyer, such withheld amounts shall be treated for purposes of this Agreement as having been paid to Seller.

          2.02 Calculation of Closing and Final Consideration .

          (a) For purposes of this Agreement, the “ Purchase Price ” means, as may be adjusted pursuant to Sections 2.02(e) and (f) , an amount equal to:

               (i) $360,000,000;

               (ii)  plus the total amount of Cash on Hand as of the Closing;

               (iii)  minus the outstanding amount of Indebtedness as of the Closing;

               (iv)  plus the amount, if any, by which the Net Working Capital exceeds the Net Working Capital Target;

               (v)  minus the amount, if any, by which the Net Working Capital is less than the Net Working Capital Target; and

               (vi)  minus the unpaid Seller Transaction Expenses.

          (b) At least two (2) business days prior to the Closing Date, the Company shall deliver to Buyer its good faith estimate of the Purchase Price (the “ Estimated Purchase Price ”) including a schedule showing the Company’s calculation thereof. Within five (5) business days prior to the Closing Date, the Company (or its representatives) shall conduct a physical inventory (the “ Physical Inventory ”) in accordance with the normal procedures of the Company set forth on the Physical Inventory Schedule . The Physical Inventory shall be taken and documented in reasonable detail by the Company (or its representatives) and observed by Buyer (or its representatives). The Company and Buyer shall each be responsible for its own expense in connection with the Physical Inventory.

          (c) As promptly as possible, but in any event within ninety (90) days after the Closing Date, Buyer will deliver to Seller (i) an unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the Closing (which shall have been prepared with the assistance of Buyer’s or the Company’s accountants) and (ii) Buyer’s calculation of the Purchase Price (together, the “ Closing Statement ”). The Closing Statement shall be prepared in a manner consistent with the definitions of the terms Cash on Hand, Indebtedness and Net Working Capital and the Accounting Principles Schedule. For purposes of preparing the Closing Statement, the calculation of “inventory” used to calculate Net Working Capital shall be based on the results of the Physical Inventory, as adjusted for activity between the Physical Inventory and Closing.

          (d) Buyer shall, and shall cause the Company to, (i) assist Seller in the review of the Closing Statement and provide Seller and its representatives with reasonable access during normal business hours and upon reasonable notice to the appropriate officers, offices, properties, books and records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Company and its Subsidiaries for purposes of their review of the Closing Statement; provided , however , that such access does not unreasonably interfere with the normal operations of the Company; provided , further , that all requests for such access shall be directed to Buyer’s general counsel or his designee or such other Person as the Company may designate in writing from time to time and (ii) cooperate fully with Seller and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary or useful in connection with the review of the Closing Statement as is reasonably requested by Seller or its representatives. If Seller has any objections to the Closing Statement, Seller shall deliver to Buyer a statement setting forth its

objections thereto (an “ Objections Statement ”), which statement shall identify in reasonable detail those items and amounts to which Seller objects (the “ Disputed Items ”). Any item not included as a Disputed Item shall have been deemed accepted by Seller and shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is not delivered to Buyer within sixty (60) days after delivery of the Closing Statement, the Closing Statement as prepared by Buyer shall be final, binding and non-appealable by the parties hereto; provided , however , that in the event Buyer, the Company or any of its Subsidiaries does not provide any papers or documents reasonably requested by Seller or any of its authorized representatives within ten (10) days of request therefor (or such shorter period as may remain in such sixty (60) day period), such sixty (60) day period shall be extended by one (1) day for each additional day required for Buyer, the Company or one of its Subsidiaries to fully respond to such request beyond such sixty (60) day period. Seller and Buyer shall negotiate in good faith to resolve the Disputed Items and all such discussions related thereto shall (unless otherwise agreed by Buyer and Seller) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement to Buyer, Seller and Buyer shall submit any unresolved Disputed Items to KPMG LLP (the “ Accounting Firm ”). In the event the parties submit any unresolved Disputed Items to the Accounting Firm, each party shall submit a Closing Statement (which in the case of each party may be a Closing Statement that, with respect to the unresolved Disputed Items (but not, for the avoidance of doubt, with respect to any other items), is different than the Closing Statement initially submitted to Seller, or the Objections Statement delivered to Buyer, as applicable) together with such supporting documentation as it deems appropriate, to the Accounting Firm within thirty (30) days after the date on which such unresolved Disputed Items were submitted to the Accounting Firm for resolution. Seller and Buyer shall use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in any event within thirty (30) days after the date on which the Accounting Firm receives the Closing Statements prepared by Seller and Buyer. The Accounting Firm shall resolve such dispute by choosing the Closing Statement proposed by either Seller or Buyer or amounts within the range between the amounts set forth in the Closing Statement prepared by Seller and the Closing Statement prepared by Buyer, and shall make no other resolution of such dispute. Seller and Buyer shall use their respective commercially reasonable efforts to cause the Accounting Firm to notify them in writing of its resolution of such dispute as soon as practicable. The Closing Statement selected by the Accounting Firm shall be final, binding and non-appealable by the parties hereto. Each party shall bear its own costs and expenses in connection with the resolution of such dispute by the Accounting Firm. The Accounting Firm shall allocate its costs and expenses between Buyer and Seller based upon a percentage for each party calculated to be what the portion of the contested amount not awarded to such party bears to the amount actually contested by such party. For example, if Buyer claims that Net Working Capital is $1,000 less than the amount of Net Working Capital set forth in the Closing Statement, and Seller contests only $500 of the amount claimed by Buyer, and if the Accounting Firm ultimately resolves the dispute by awarding Buyer $300 of the $500 contested, then the costs and expenses of the Accounting Firm will be allocated 60% (i.e., 300/500) to Seller and 40% (i.e., 200/500) to Buyer.

          (e) If the Purchase Price as finally determined pursuant to Section 2.02(d) (the “ Final Purchase Price ”) is greater than the Estimated Purchase Price, then, within five (5) business days after the determination of Final Purchase Price, Buyer shall pay to Seller, by wire

transfer of immediately available funds, an amount equal to such excess, plus interest on such excess at the Applicable Rate from the Closing Date to the date such payment is made pursuant to this Section 2.02(e) .

          (f) If the Final Purchase Price is less than the Estimated Purchase Price, then, within five (5) business days after the determination of the Final Purchase Price, Seller shall pay to Buyer by, wire transfer of immediately available funds, an amount equal to such shortfall, plus interest on such shortfall at the Applicable Rate from the Closing Date to the date such payment is made pursuant to this Section 2.02(f) .

          (g) All payments required pursuant to Section 2.02(e) and Section 2.02(f) shall be deemed to be adjustments to the Purchase Price for United States federal, state and local Income Tax purposes, unless otherwise required by applicable Law or taxing authority interpretations thereof.

          (h) For the avoidance of doubt, in determining the Net Working Capital and the preparation of the Closing Statement for the purposes of calculating the Estimated Purchase Price and Final Purchase Price, the policies, methodologies and principles shall be the same as those used in calculating the Net Working Capital Target. The parties agree that the purpose of preparing and calculating the Net Working Capital hereunder is to measure changes in Net Working Capital without the introduction of new or different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from the Agreed Accounting Principles.

          2.03 The Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Kirkland & Ellis LLP, located at 300 North LaSalle Street, Chicago, Illinois, on or prior to the third (3rd) business day following the satisfaction or waiver of the conditions set forth in Article III (other than those conditions that by their terms cannot be satisfied until the Closing), or on such other date and time as Buyer, Seller and Company shall mutually agree; provided , that the Closing (x) shall not occur prior to October 1, 2009 and (y) may be delayed in connection with the items set forth on Schedule 2.03 . The date of the Closing is herein referred to as the “ Closing Date .” The Closing shall be deemed to occur at 11:59 p.m. on the Closing Date.

ARTICLE III

CONDITIONS TO CLOSING

          3.01 Conditions to All Parties’ Obligations . The obligations of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing Date:

          (a) The applicable waiting period relating to the transactions contemplated hereby under the HSR Act shall have expired or been terminated, and all approvals and filings pursuant to Competition Laws listed on Schedule 3.01(a) shall have been obtained or made;

          (b) No Final Order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby shall be in effect; and

          (c) The Reorganization Transactions have been effected in all material respects in the order set forth in the Reorganization Plan (other than any changes in such order for which there are no economic consequences to Buyer, the Company or its Subsidiaries, without regard to whether indemnification for such economic consequences may be available).

          3.02 Conditions to Buyer’s Obligations . The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver by Buyer of the following conditions as of the Closing Date:

          (a) The representations and warranties set forth in Article IV shall be true and correct at and as of the date hereof and the Closing Date as though then made other than those representations and warranties that address matters as of particular dates which shall be true and correct as of such dates (in each case, without giving effect to any materiality, Material Adverse Effect or similar qualifiers set forth therein (other than with respect to Section 4.05(b) , the last sentence of Section 4.05(c) and the first sentence of Section 4.06 )), except where the facts or circumstances that cause the failure of such representations and warranties to be true and correct would not reasonably be expected to, individually or in the aggregate, cause a Material Adverse Effect;

          (b) The Company and Seller shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing;

          (c) Seller shall have delivered to Buyer the stock certificates representing the Shares, in each case accompanied by duly executed stock powers;

          (d) The specified consents, approvals and filings set forth on Schedule 3.02(d) shall have been obtained;

          (e) Seller shall have executed and delivered to Buyer the transition services agreement substantially in the form attached hereto as Exhibit B (the “ Transition Services Agreement ”);

          (f) Seller shall have delivered to Buyer a certificate of Seller in the form attached hereto as Exhibit C , dated as of the Closing Date, stating that the preconditions specified in subsections (a) and (b) above have been satisfied;

          (g) The Company shall have delivered to Buyer each of the following:

          (i) certified copies of the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby;

          (ii) a certificate, substantially in the form attached hereto as Exhibit D , duly completed pursuant to Sections 1.897-2(h) and 1.1445-2(c) of the Treasury Regulations, certifying that the Shares are not United States real property interests, along

with written authorization for Buyer to deliver such form to the Internal Revenue Service on behalf of the Company upon Closing;

          (iii) (A) a certified copy of the certificate of incorporation of the Company and (B) a certificate of good standing or equivalent certificate from the jurisdiction in which the Company is incorporated or formed, in each case, dated within thirty (30) days of the Closing Date; and

          (iv) evidence of the termination of any Liens encumbering assets of the Business or any equity of the Company or any of its Subsidiaries, in each case that relate to Indebtedness.

          3.03 Conditions to Seller’s and the Company’s Obligations . The obligations of the Company and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions as of the Closing Date:

          (a) The representations and warranties set forth in Article V shall be true and correct at and as of the date hereof and the Closing Date as though then made other than those representations and warranties that address matters as of particular dates which shall be true and correct as of such dates (in each case, without giving effect to any materiality, material adverse effect or similar qualifiers set forth therein), except where the facts or circumstances that cause the failure of such representations and warranties to be true and correct would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby;

          (b) Buyer shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing;

          (c) Buyer shall have executed and delivered to Seller the Transition Services Agreement;

          (d) Buyer shall have delivered to Seller each of the following:

          (i) a certificate in the form attached hereto as Exhibit E , dated as of the Closing Date, stating that the preconditions specified in subsections (a) and (b) above have been satisfied;

          (ii) certified copies of the resolutions duly adopted by Buyer’s board of directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; and

          (iii) (A) a certified copy of the certificate of incorporation or equivalent organizational document of Buyer and (B) a certificate of good standing or equivalent certificate from the jurisdiction in which Buyer is incorporated or formed, in each case, dated within thirty (30) days of the Closing Date.

          3.04 Waiver of Conditions . If the Closing occurs, all conditions to the Closing which have not been fully satisfied as of the Closing shall be deemed to have been satisfied or waived; provided , however , that this Section shall not relieve Seller or Buyer of their respective indemnification obligations pursuant to Section 8.02 , Section 8.03 and Article X .

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

          Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:

          4.01 Organization and Corporate Power . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Company has all requisite corporate power and authority and all authorizations, necessary to enter into this Agreement and perform its obligations hereunder and to own, lease and operate its properties and to carry on the Business. The Company is qualified to do business in every jurisdiction in which its ownership of property or the conduct of the Business requires it to qualify, except where the failure to be so qualified would not have a Material Adverse Effect.

          4.02 Subsidiaries . As of the date hereof, each of the Company’s Subsidiaries that is involved in the Business is validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite organizational power and authority and all authorizations, necessary to own and operate its properties and to carry on its businesses as conducted. As of the date hereof, each of the Company’s Subsidiaries that are involved in the Business are qualified to do business in every jurisdiction in which their ownership of property or the conduct of such businesses as conducted requires them to qualify, except in each such case where the failure to be so qualified would not have a Material Adverse Effect. As of the Closing, each of the Company’s Subsidiaries will be validly existing and in good standing under the laws of the jurisdiction of its organization, will have all requisite organizational power and authority and all authorizations, necessary to own and operate its properties and to carry on its businesses. As of the Closing, each of the Company’s Subsidiaries will be qualified to do business in every jurisdiction in which their ownership of property or the conduct of the Business requires them to qualify, except in each such case where the failure to be so qualified would not have a Material Adverse Effect. As of the Closing, there will be no (a) securities convertible or exchangeable into capital stock of any Subsidiary of the Company, (b) any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts that require any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock of any Subsidiary of the Company or (c) stock appreciation, phantom stock or similar rights with respect to any Subsidiary of the Company. As of the date hereof, all of the capital stock of each of the Subsidiaries of the Company that are involved in the Business is owned directly or indirectly by the Company and as of the Closing Date, all of the capital stock of each of the Subsidiaries of the Company will be owned directly or indirectly by the Company.

          4.03 Authorization; No Breach; Valid and Binding Agreement .

          (a) The execution, delivery and performance of this Agreement by Seller and the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Seller and the Company, and no other proceedings on Seller’s or the Company’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer, this Agreement constitutes a valid and binding obligation of Seller and the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

          (b) Except as set forth on Schedule 4.03 , the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and shall not conflict with or result in any material breach of, constitute a material default under, result in a material violation of, result in the loss or impairment of, or result in the creation of any Lien, other than a Permitted Lien, upon any material assets of the Business, or require any authorization, consent, approval, exemption or other action by or notice to any Governmental Body or other third party, under the provisions of the Company’s or any of its Subsidiaries’ certificate or articles of incorporation or bylaws or applicable operating agreement, or any Material Contract to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or Order to which the Company or any of its Subsidiaries is subject, other than any such authorizations, consents, approvals, exemptions or other actions required under any applicable Competition Laws, that may be required by reason of Buyer’s participation in the transactions contemplated hereby.

          4.04 Capital Stock .

          (a) Seller is the record owner of all of the Shares. On the Closing Date, Seller shall transfer to Buyer good title to all of the Shares free and clear of all Liens, options, proxies, voting trusts or agreements and other restrictions and limitations of any kind.

          (b) Except for the Shares, there are no outstanding:

          (i) shares of capital stock or other equity interests or voting securities of the Company;

          (ii) securities convertible or exchangeable into capital stock of the Company;

          (iii) any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts that require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock of the Company; or

          (iv) stock appreciation, phantom stock or similar rights with respect to the Company.

          (c) The Company has not violated any securities Law in connection with the offer, sale or issuance of any of its capital stock or other equity or debt securities.

          4.05 Financial Statements .

          (a) Schedule 4.05(a) attached hereto consists of: (i) an unaudited consolidated statement of income of the Business for the three (3) month period ended March 31, 2009; (ii) an unaudited consolidated pro-forma balance sheet (the “ Latest Balance Sheet ”) of the Business as of December 31, 2008 (the “ Latest Balance Sheet Date ”); (iii) an unaudited consolidated balance sheet of the Business as of December 31, 2008, and unaudited consolidated statement of income and cash flow for the twelve (12) month period then ended; and (iv) the unaudited consolidated statements of income and cash flows for the twelve (12) month periods ended December 31, 2007 and December 31, 2006 (all such financial statements referred to in (i), (ii), (iii) and (iv), the “ Financial Statements ”).

          (b) Except as set forth on Schedule 4.05(b) , the Financial Statements present fairly in all material respects the financial condition and results of operations of the Business as of the times and for the periods referred to therein in accordance with IFRS, consistently applied (subject to (i) the absence of footnote disclosures and (ii) changes resulting from normal year-end adjustments).

          (c) Except as set forth on Schedule 4.05(c) , the Company and its Subsidiaries do not have any liability or obligations whatsoever (whether matured or unmatured, known or unknown, fixed or contingent or otherwise) of a type that would be required to be disclosed or reserved against in, or to be disclosed in the notes of, a consolidated balance sheet prepared in accordance with IFRS (“ Liabilities ”), except for (i) Liabilities reflected on or reserved against in the Financial Statements or disclosed in the notes thereto, (ii) Liabilities arising after the date of the Latest Balance Sheet in the ordinary course of business, (iii) Liabilities arising after the date hereof in connection with any actions required to be taken pursuant to this Agreement, (iv) Liabilities included in the computation of the Final Purchase Price, and (v) other Liabilities that would not, individually or in the aggregate, exceed $200,000. None of the matters contemplated by clauses (i) through (vi) in the immediately preceding sentence would be reasonably expected to have a Material Adverse Effect.

          4.06 Absence of Certain Developments . Since the Latest Balance Sheet Date, there has not been a Material Adverse Effect. Since the Latest Balance Sheet Date, except as set forth on Schedule 4.06 , or as expressly contemplated by the sale of the Shares, neither the Company nor any of its Subsidiaries has, with respect to the Business:

          (a) borrowed any amount (other than liabilities under contracts entered into in the ordinary course of business or disclosed on the Disclosure Schedules and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements);

          (b) mortgaged, pledged or subjected to any Lien, any portion of its material assets, except Permitted Liens;

          (c) acquired any real property or material assets, other than in the ordinary course of business;

          (d) sold, assigned or transferred any material portion of its tangible assets (other than inventory);

          (e) sold, assigned, transferred, abandoned, permitted to lapse or licensed (other than non-exclusive licenses granted in the ordinary course of business) any material Intellectual Property Rights owned by the Company or its Subsidiaries;

          (f) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities;

          (g) made any investment in, or any loan to, any other Person (other than a Subsidiary of the Company) in excess of $250,000;

          (h) made any capital expenditures or commitments therefor, except for such capital expenditures or commitments therefor that are reflected in the Company’s budget for the fiscal year ending December 31, 2009;

          (i) failed to make any capital expenditures in accordance with the Company’s budget for the fiscal year ending December 31, 2009;

          (j) declared, set aside or paid any dividend or made any distribution with respect to the Shares (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock, except for dividends or distributions made by Subsidiaries to their respective parents in the ordinary course of business;

          (k) entered into, extended, materially modified, terminated or renewed any Material Contract, except in the ordinary course of business;

          (l) failed to maintain in full force and effect adequate insurance coverage with respect to the Business;

          (m) amended the certificate of incorporation, by-laws or other organizational documents of the Company or any of its Subsidiaries;

          (n) settled, cancelled or compromised any material litigation, debt, claim or arbitration, or waived or released any material right of the Company or any of its Subsidiaries;

          (o) changed the Company’s or its Subsidiaries’ accounting practices, except as required by IFRS;

          (p) made any material loan to, or entered into any other material transaction with, any of its directors, officers, and employees;

          (q) entered into any employment contract providing for payments exceeding $200,000 per year or any collective bargaining agreement, or modified the terms of any such existing contract or agreement;

          (r) granted any severance or termination pay to or made any other material change in employment terms (including compensation or benefits) for any of its current or former directors or officers or for any current or former employees or consultants having employment contracts with annual payments exceeding $200,000 per year;

          (s) except as otherwise required by the terms of any Business Benefit Plan existing as of the date of this Agreement, established, adopted, entered into, amended or terminated any Business Benefit Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Business Benefit Plan if it were in existence as of the date of this Agreement;

          (t) settled any material Tax claim, made, or changed, any material Tax election, changed any method of accounting, filed any amended material Tax Return or surrendered any material right to claim a material Tax refund; or

          (u) committed to do any of the foregoing.

          4.07 Title to Tangible Assets; Real Property .

          (a) Except as set forth on Schedule 4.07(a) , the Company or one of its Subsidiaries has good title to, or holds pursuant to valid and enforceable leases, all of the personal property related to the Business, free and clear of all Liens, except for Permitted Liens. All material personal property of the Company and its Subsidiaries is in reasonable operating condition and repair, subject to normal wear and tear.

          (b) The Company or one of its Subsidiaries has good, valid and marketable fee simple title (or its local Law equivalent outside the United States) to the real properties set forth on Schedule 4.07 (the “ Owned Real Property ”) free and clear of Liens, except for Permitted Liens and matters that would not have a Material Adverse Effect on the use, occupancy, or value of such Owned Real Property. No Owned Real Property is subject to any sales contract, option, right of first refusal or similar agreement or arrangement with any third party.

          (c) Schedule 4.07 sets forth each lease or other agreement related to the Business under which the Company or one of its Subsidiaries leases or has rights in any real property (the “ Real Property Leases ” and, each individually, a “ Real Property Lease ”). True and complete copies of the Real Property Leases have been made available to Buyer by the Company. Except as set forth on Schedule 4.07 hereto, each of the Real Property Leases is in full force and effect, and the Company or one of its Subsidiaries has a valid and subsisting leasehold interest in all the real property which is the subject of the Real Property Leases set forth on Schedule 4.07 (the “ Leased Real Property ”). Neither the Company nor any of its Subsidiaries is in default with respect to any Real Property Lease, and, to Seller’s knowledge, there are no events or conditions which, with notice or the passing of time or both, would constitute a material default (i) by the Company or any of its Subsidiaries or (ii) by any other party thereto. All rent and other payments due under the Real Property Leases have been paid.

No party has repudiated any term of any Real Property Lease, or to Seller’s knowledge, has threatened to dispute, terminate, cancel or not renew, or has attempted to renegotiate, or has any outstanding right to renegotiate, any Real Property Lease.

          4.08 Tax Matters . Except as set forth on Schedule 4.08 :

          (a) The Company and its Subsidiaries have timely filed all federal and all other material Tax Returns which are required to be filed by them or on behalf of them (taking into account any extensions of time to file). All such Tax Returns are correct and complete in all material respects. All material Taxes due and owing with respect to the Company and its Subsidiaries have been fully and timely paid. All material Taxes which the Company or any of its Subsidiaries is obligated to withhold from amounts owing to any employee, creditor or third party of the Company or any of its Subsidiaries have been fully and timely paid or properly accrued. Neither the Company nor any of its Subsidiaries has requested or been granted an extension of time within which to file any Tax Return of the Company or its Subsidiaries that has not been filed as of the Closing Date. There are no Liens for Taxes (other than for Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries.

          (b) As of the Latest Balance Sheet Date, the unpaid Taxes of the Company and its Subsidiaries did not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth or included in the Latest Balance Sheet.

          (c) Except for Taxes arising solely as a result of the Reorganization Transactions, since the Latest Balance Sheet Date, neither the Company nor its Subsidiaries has incurred any liability for Taxes outside of the ordinary course of business or inconsistent with past practice.

          (d) Since January 1, 2005, neither the Company nor any of its Subsidiaries has been a member of an Affiliated Group filing a consolidated federal income Tax Return other than a group the common parent of which is the Company.

          (e) There are no pending audits, disputes or written claims of any federal or any other material Tax Returns with respect to the Company and its Subsidiaries. No issues have been raised in writing (and are currently pending) by any taxing authority in connection with any such Tax Returns. No claim has ever been made by an authority in a jurisdiction where the Company or its Subsidiaries do not file a Tax Return that such entity is subject or may be subject to taxation in that jurisdiction for Taxes that would be covered by or the subject of such Tax Return.

          (f) If the Closing Date occurs on or after December 31, 2009, then Seller represents and warrants to Buyer that federal net operating loss carryovers of the Company and its Subsidiaries available following the Closing Date after taking into account the Tax Return amendments required by Section 6.01(b) are not less than $118,800,000. Of this amount, $105,286,000 is currently subject to an annual Code Section 382 limitation of not less than $5,982,000 as a result of an ownership change of the Company that occurred on November 3, 2005. Other than such Section 382 limitation, there is no limitation on the

utilization of net operating loss carryovers of the Company or its Subsidiaries under Code Sections 269, 382, 383, 384 or 1502 or Treasury Regulations thereunder as of immediately before the sale of Shares pursuant to this Agreement.

          (g) If the Closing Date occurs before December 31, 2009, then Seller represents and warrants to Buyer that federal net operating loss carryovers of the Company and its Subsidiaries available following the Closing Date after taking into account the Tax Return amendments required by Section 6.01(b) are not less than $125,371,000. Of this amount, $111,857,000 is currently subject to an annual Code Section 382 limitation of not less than $5,982,000 as a result of an ownership change of the Company that occurred on November 3, 2005. Other than such Section 382 limitation, there is no limitation on the utilization of net operating loss carryovers of the Company or its Subsidiaries under Code Sections 269, 382, 383, 384 or 1502 or Treasury Regulations thereunder as of immediately before the sale of Shares pursuant to this Agreement.

          (h) Neither the Company nor any of its Subsidiaries is a subject of a Tax ruling or has waived any statute of limitations in respect of any material Taxes or requested, granted or agreed to any extension of time with respect to a material Tax assessment or deficiency.

          (i) Neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361.

          (j) Neither Seller nor any of its Subsidiaries (including the Company) has participated in a listed transaction within the meaning of Treas. Reg. §1.6011-4.

          (k) If the Closing Date occurs on or after December 31, 2009, then Seller represents and warrants to Buyer that following the Closing Date, after taking into account the Tax Return amendments required by Section 6.01(b) , (i) the interest deductions of the Company deferred under Code Section 163(j) are no less than $20,200,000 and (ii) the research credits of the Company pursuant to Code Section 41 are no less than $5,900,000. The deferred interest deductions and the research credits (other than the application of Code Section 383 to the research credits as a result of the ownership change of the Company that occurred on November 3, 2005) are not subject to any limitation on their utilization under Code Sections 269, 382, 383, 384 or 1502 or Treasury Regulations thereunder as of immediately before the sale of Shares pursuant to this Agreement.

          (l) If the Closing Date occurs before December 31, 2009, then Seller represents and warrants to Buyer that following the Closing Date, after taking into account the Tax Return amendments required by Section 6.01(b) , (i) the interest deductions of the Company deferred under Code Section 163(j) are no less than $26,771,000 and (ii) the research credits of the Company pursuant to Code Section 41 are no less than $5,900,000. The deferred interest deductions and the research credits (other than the application of Code Section 383 to the research credits as a result of the ownership change of the Company that occurred on November 3, 2005) are not subject to any limitation on their utilization under Code Sections 269, 382, 383,

384 or 1502 or Treasury Regulations thereunder as of immediately before the sale of Shares pursuant to this Agreement.

          (m) There are no, and at the Closing Date there will be no, Tax allocation or sharing agreements or similar arrangements (including indemnity arrangements) with respect to or involving the Company, or any of its Subsidiaries, and, after the Closing Date, neither the Company nor any of its Subsidiaries shall be bound by any such Tax-sharing agreements or similar arrangements or have any liability thereunder for amounts due in respect of periods up to and including the Closing Date.

          (n) Neither the Company nor any of its Subsidiaries has any liability for Taxes of any other Person pursuant to Treas. Reg. §1.1502-6 (or any similar provision of federal, state, or local law), as a transferee or successor, by contract, Law, or otherwise.

          (o) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) installment sale or open transaction disposition made on or prior to the Closing Date, (ii) accounting method change or agreement for a taxable period ending on or prior to the Closing Date, (iii) prepaid amount received on or prior to the Closing Date, (iv) election made pursuant to Code Section 108(i) on or prior to the Closing Date, (v) intercompany transaction or excess loss account described in Treasury Regulations under Code Section 1502 or any corresponding provision of state or local Law entered into or existing on or prior to the Closing Date, or (vi) reserve claimed in any Tax Return filed with a Canadian Taxing authority in any year (or portion thereof) ending on or before the Closing Date. The Company will not be required to include in taxable income under Code Section 951 for any taxable period (or portion thereof) ending after the Closing Date a material amount of income arising from transactions or events occurring in a taxable period (or portion thereof) ending on or prior to the Closing Date, except for any Code Section 951(a)(1)(B) inclusions relating to the FCI Intercompany Note and FCI Intercompany Note Mexico being outstanding for any portion of the 2009 calendar year up to and including the Closing Date.

          (p) The prices and terms for the provision of any property or services by or to the Company and any of its Subsidiaries are arm’s length for purposes of the relevant transfer pricing Laws, and all related material documentation required by such Laws has been timely prepared or obtained and, if necessary, retained.

          (q) None of the Foreign Subsidiaries (i) is or was a “surrogate foreign corporation” within the meaning of Code Section 7874(a)(2)(B) or is or was treated as a U.S. corporation under Code Section 7874(b), (ii) or any predecessor in interest of any of the Foreign Subsidiaries has or had any nexus with the United States, a trade or business or permanent establishment within the United States or any other connection with the United States that would subject it to United States Tax on a net basis, or (iii) has been the subject of any election pursuant to Treas. Reg. §301.7701-3.

          (r) The Company and its Subsidiaries have not had and do not expect to have as of the Closing Date an overall foreign loss within the meaning of Code Section 904(f). As of

the Closing Date, no material component of the net operating loss carryover of the Company or its Subsidiaries is from sources without the United States as defined in Code Section 862.

          (s) As of the Closing Date, FCI Mexico will have Cuenta de Utilidad Fiscal Neta (CUFIN) of at least 196,000,000 Mexican Pesos.

          4.09 Contracts and Commitments .

          (a) Except as set forth on Schedule 4.09 , neither the Company nor any of its Subsidiaries is, with respect to the Business, a party to any:

          (i) agreement relating to any completed or pending material business acquisition or disposition by the Company or any Subsidiary Since January 1, 2007;

          (ii) collective bargaining agreement or contract with any labor union;

          (iii) material bonus, pension, profit sharing, retirement or other form of deferred compensation plan (other than as described in Schedule 4.13 hereof);

          (iv) stock purchase, stock option or similar plan;

          (v) (A) written employment, consulting or other similar agreement with any individual employee or other service provider of the Business, which provides for the payment of compensation in excess of $75,000 per annum; and (B) severance, retention, change of control or other similar agreement with any individual employee of the Business;

          (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any material portion of the Business’s assets;

          (vii) guaranty of any obligation for borrowed money;

          (viii) lease, license or agreement under which it is a lessor or licensor of or permits any third party to hold or operate any property, real or personal, for which the annual licensee fee or rental exceeds $100,000;

          (ix) any partnership, joint venture or other similar contract or agreement;

          (x) contract or group of related contracts with the same party for the purchase or sale of products or services involving aggregate annual consideration which exceeds $250,000 (other than purchase orders entered into in the ordinary course of business);

          (xi) agreement for the use by the Company or any of its Subsidiaries of third party Intellectual Property Rights (excluding shrink-wrap, click-wrap and off-the-shelf licenses for software that are generally commercially available on reasonable terms

to the public and for which the license, maintenance, support and other fees are less than $50,000 per annum); and

          (xii) contract which materially restricts the operation of the Business anywhere in the world.

          (b) (i) All of the contracts listed on the Schedule 4.09 (each, a “ Material Contract ” and, collectively, the “ Material Contracts ”) are in full force and effect and constitute legal, valid and binding obligations of the Company or a Subsidiary of the Company and, to Seller’s knowledge, the other parties thereto, (ii) neither the Company nor any Subsidiary is in material default under any Material Contract and (iii) to Seller’s knowledge, the other party to each of the Material Contracts is not in material default thereunder.

          (c) True and complete copies of the Material Contracts have been made available to Buyer by the Company, together with all amendments, waivers or other changes thereto. No party has repudiated any term of any Material Contract, or to Seller’s knowledge, threatened to dispute, terminate, cancel or not renew, or attempted or requested to renegotiate, or has any outstanding right to renegotiate, any Material Contract.

          4.10 Intellectual Property .

          (a) All of the patents, registered trademarks, registered service marks, registered copyrights, domain name registrations, and applications for any of the foregoing owned by the Company and its Subsidiaries and that are used in, held for use in, or otherwise related to the Business are set forth on Schedule 4.10(a) . Except as set forth on Schedule 4.10(a) : (i) the Company and its Subsidiaries, as the case may be, own and possess all right, title and interest in and to such Intellectual Property Rights; (ii) during the three (3) year period prior to the date of this Agreement, neither the Company nor any of it Subsidiaries has received any written notices that the Company, any Subsidiary, or the operation of the Business infringes, misappropriates, dilutes or otherwise violates any third party Intellectual Property Rights and no actions or proceedings are currently pending before any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, in which a third party is alleging any of the foregoing; (iii) to Seller’s knowledge, neither the Company nor any of its Subsidiaries is, in connection with the operation of the Business, currently infringing, misappropriating, diluting or otherwise violating the Intellectual Property Rights of any other Person; and (iv) to Seller’s knowledge, no third party is currently infringing, misappropriating, diluting, or otherwise violating, or challenging or contesting the validity or enforceability of, any Intellectual Property Rights owned by the Company or any of its Subsidiaries.

          (b) Except as set forth on Schedule 4.10(b) and for the Seller Marks, (i) the Purchased Intellectual Property constitutes all of the Intellectual Property Rights owned, registered or (in the case of rights in licensed Intellectual Property Rights under licenses from third parties) held by Seller, the Company, its Subsidiaries, and each of their Affiliates, and used in the Business and (ii) following the consummation of the Reorganization Transactions, and as of the Closing Date, the Company and its Subsidiaries shall own all of the Purchased Intellectual Property.

          (c) The Company and its Subsidiaries have taken commercially reasonable steps consistent with industry standards (i) to maintain, protect and enforce the Intellectual Property Rights material to the Business, and (ii) to protect their respective trade secrets used in the Business, subject in each case to any decisions to abandon, or not maintain, protect or enforce any Intellectual Property Rights that are, in the reasonable business judgment (in the ordinary course of business and consistent with past practices) of the Company or its Subsidiaries, no longer material to the Business.

          4.11 Litigation . Except as set forth on Schedule 4.11 , there are no actions or proceedings pending or, to Seller’s knowledge, threatened against the Company or any of its Subsidiaries or that relate to the Business, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to the Company or any of its Subsidiaries, could reasonably be expected to result in criminal liability or in a in a judgment against or a liability to the Company or any of its Subsidiaries in excess of $250,000, individually or in the aggregate, and none of the Company or any of its Subsidiaries is subject to any Order of any court or Governmental Body related to, or that impairs or interferes with the operation of the Business.

          4.12 Governmental Consents, etc. .

          (a) Except as set forth on Schedule 4.12 , no material permit, consent, license, approval or authorization of, or declaration to or filing with, any Governmental Body is required in connection with any of the execution, delivery or performance of this Agreement by Seller or the Company or the consummation by Seller or the Company of any other transaction contemplated hereby.

          (b) The aggregate value of the Company’s assets in Canada and the Company’s annual gross revenues from sales in or from Canada are each, and will be at Closing, less than seventy million Canadian dollars (CAD $70,000,000), as determined in accordance with the Notifiable Transactions Regulations, as amended, promulgated under the Competition Act (Canada), as amended.

          4.13 Employee Benefit Plans .

          (a) Schedule 4.13(a) separately sets forth a list of each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) and each employment, severance, change in control, incentive, stock option, restricted stock or other equity-based compensation, deferred compensation, fringe benefit, collective bargaining and each other benefit or compensation plan, program, policy, agreement or other arrangement, in each case other than any Foreign Business Benefit Plan, (i) (x) which covers current or former directors, officers, or employees of the Business (or any dependent or beneficiary thereof) immediately prior to the Closing and that will be maintained, sponsored or contributed to by the Company or any of its Subsidiaries immediately following the Closing or (y) with respect to which the Company or any of its Subsidiaries will have present or contingent liability immediately following the Closing (other than solely as a consequence of being treated immediately following the Closing as a single employer with Buyer or any of its

Affiliates under Section 414 of the Code) (collectively, the “ Business Benefit Plans ”) or (ii) that will not be maintained, sponsored or contributed to by the Company or any of its Subsidiaries after the Closing but which covers current directors, officers, or employees of the Business immediately prior to the Closing (the “ Retained Benefit Plans ”).

          (b) No Business Benefit Plan is intended to be qualified under Section 401(a) of the Code. Each of the Retained Benefit Plans that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, and no fact or event has occurred, whether by action or failure to act, that could reasonably be expected to adversely affect the qualified status of any such Retained Benefit Plan. The Business Benefit Plans and the Retained Benefit Plans have been maintained in compliance with their terms and the applicable requirements of the Code, ERISA and other applicable Laws, except where any failure to comply would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries.

          (c) The Company has made available to Buyer, to the extent applicable, (i) copies of each Business Benefit Plan (or, to the extent unwritten, a summary thereof) and the most recent summary plan description for each Business Benefit Plan and each Retained Benefit Plan (and any related trust agreement or other funding instrument), (ii) the most recent determination letter received from the Internal Revenue Service for each Retained Benefit Plan intended to be qualified under Section 401(a) of the Code and (iii) the most recent IRS Form 5500 annual report, audited financial statements and actuarial valuation reports for each Business Benefit Plan.

          (d) Neither the Company nor any of its Subsidiaries maintains, sponsors or contributes to, or has any present or contingent liability (other than solely as a consequence of being treated immediately following the Closing as a single employer with Buyer or any of its Affiliates under Section 414 of the Code) with respect to, any employee benefit plan that is subject to Title IV of ERISA, including any “multiemployer plan” (as such term is defined under Section 4001(a)(3) of ERISA). No “reportable event” (as such term is defined in Section 4043 of ERISA) that could reasonably be expected to result in material liability to the Company or any of its Subsidiaries and no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) that could reasonably be expected to result in material liability to the Company or any of its Subsidiaries has occurred with respect to any Business Benefit Plan. Each Business Benefit Plan that is subject to Section 409A of the Code (“ Section 409A ”) has been administered in all material respects in compliance with Section 409A and all applicable Internal Revenue Service guidance promulgated thereunder.

          (e) Except as set forth on Schedule 4.13(e) , neither the Company nor any of its Subsidiaries has any obligation to provide post-employment health, life or other welfare benefits with respect to the United States operations of the Business other than as required under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or any similar state Law (“ COBRA ”).

          (f) With respect to each Business Benefit Plan, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to Seller’s knowledge, threatened, (ii) to Seller’s knowledge, no facts or circumstances exist that could

reasonably be expected to give rise to any such actions, suits or claims, and (iii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation (the “ PBGC ”), the Internal Revenue Service or other governmental agencies are pending, threatened or in progress (including, without limitation, any routine requests for information from the PBGC).

          (g) Schedule 4.13(g) sets forth a list of (x) each benefit or compensation plan, program, policy, agreement or other arrangement that covers current or former directors, officers or employees of the Business located in Canada (or any dependent or beneficiary thereof) immediately prior to the Closing and that will be maintained, sponsored or contributed to by the Company or any of its Subsidiaries immediately following the Closing and (y) each material benefit or compensation plan, program, policy, agreement or other arrangement that covers current or former directors, officers or employees of the Business located outside the United States and Canada (or any dependent or beneficiary thereof) immediately prior to the Closing and that will be maintained, sponsored or contributed to by the Company or any of its Subsidiaries immediately following the Closing (collectively, the “ Foreign Business Benefit Plans ”). With respect to the Foreign Business Benefit Plans related to Canada, each such Foreign Business Benefit Plan has been established, registered, administered, funded and invested in compliance with its terms and the requirements of applicable Laws, except where any failure to comply would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries. With respect to the Foreign Business Benefit Plans related to Canada, (i) except as disclosed on Schedule 4.13(g) , neither the entering into of this Agreement nor the completion of the transactions contemplated herein will constitute an event under any such Foreign Business Benefit Plan that will or may result in any payment, acceleration of payment or vesting of benefits, forgiveness of indebtedness, acceleration or increase in funding obligations, vesting, distribution or increase or acceleration in benefits or obligation to fund benefits, (ii) no taxes, penalties or regulatory fees are owing or exigible under or in relation to any such Foreign Business Benefit Plan, (iii) except as disclosed on Schedule 4.13(g) , no such Foreign Business Benefit Plan, except those that are registered pension plans, provide benefits for employees beyond reti