{"id":43300,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/asset-purchase-agreement-martin-marietta-corp-general.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-purchase-agreement-martin-marietta-corp-general","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-purchase-agreement-martin-marietta-corp-general.html","title":{"rendered":"Asset Purchase Agreement &#8211; Martin Marietta Corp., General Dynamics Corp., General Dynamics Space Systems Co. and General Dynamics Commercial Launch Services Inc."},"content":{"rendered":"<pre>\n                         ASSET PURCHASE AGREEMENT\n\n                               BY AND AMONG\n\n                       MARTIN MARIETTA CORPORATION,\n\n                               AS PURCHASER,\n\n                                    AND\n\n                       GENERAL DYNAMICS CORPORATION,\n\n                  GENERAL DYNAMICS SPACE SYSTEMS COMPANY\n\n                                    AND\n\n            GENERAL DYNAMICS COMMERCIAL LAUNCH SERVICES, INC.,\n\n                                AS SELLERS\n\n\n\n\n\n\n\n\n\n\n\n                       DATED AS OF DECEMBER 22, 1993\n\n\n\n\n\n\n\n                             TABLE OF CONTENTS\n\n                                                             Page\n\nARTICLE I DEFINITIONS                                           1\n\nARTICLE II BASIC TRANSACTION                                   17\n\n   2.1    Purchase and Sale of Assets                          17\n   2.2    Assumption of Liabilities                            17\n   2.3    Purchase Consideration                               17\n   2.4    Purchase from GDC, SSC, and CLS                      17\n\nARTICLE III CERTAIN AGREEMENTS OF THE PARTIES                  18\n\n   3.1    Certain Provisions Relating to Assets                18\n\nARTICLE IV POST-CLOSING ADJUSTMENT                             20\n\n   4.1    Preparation of August Balance Sheet                  20\n   4.2    Preparation of Initial Statement of\n            Net Assets to be Sold and Initial\n            Reconciling Statement                              20\n   4.3    Preparation of Closing Date\n            Balance Sheet                                      21\n   4.4    Preparation of Closing Statement of\n            Net Assets to be Sold and Closing\n            Reconciling Statement                              21\n   4.5    Audit                                                23\n   4.6    Review of Closing Statement of\n            Net Assets to be Sold                              24\n   4.7    Adjustment of Purchase Price                         26\n\n\n\nARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER             27\n\n   5.1    Organization and Authority of Seller                 27\n   5.2    Authorization of Agreements                          27\n   5.3    No Conflicts                                         27  \n   5.4    Consents                                             28\n   5.5    Financial Statements                                 28\n   5.6    Forecasts                                            29\n   5.7    Absence of Certain Developments                      29\n   5.8    Material Contracts                                   29\n   5.9    Employee Benefit Plans                               31\n   5.10   Litigation; Violation of Law                         34\n   5.11   Tax and Other Returns and Reports                    35\n   5.12   Absence of Undisclosed Liabilities                   36\n   5.13   Affiliate Agreements                                 37\n   5.14   Contracts for the Sale of Products\n            or Services                                        37\n   5.15   Export Control and Related Matters                   40\n   5.16   Cooperative Business Agreements                      40\n   5.17   Personal Property                                    41\n   5.18   Environmental Matters                                41\n   5.19   Inventory and Receivables                            43\n   5.20   Real Property                                        44\n   5.21   Intellectual Property                                48\n   5.22   Employees and Employee Relations                     50\n   5.23   Insurance                                            51\n   5.24   Backlog                                              52\n   5.25   Brokers' and Finders' Fees                           52\n   5.26   Full Disclosure                                      52\n   5.27   Unimpaired Operation                                 53\n\nARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER         54\n\n   6.1    Organization and Authority of Purchaser              54\n   6.2    Authorization of Agreements                          54\n   6.3    No Conflicts                                         54\n   6.4    Consents                                             55\n   6.5    Litigation                                           55\n   6.6    Brokers' and Finders' Fees                           55\n\n\n\nARTICLE VII COVENANTS                                          56\n\n   7.1    Investigations by Purchaser                          56\n   7.2    Satisfaction of Conditions                           57\n   7.3    Conduct of Seller                                    57\n   7.4    HSR Act Compliance                                   60\n   7.5    Pending or Threatened Litigation                     60\n   7.6    Assignments; Novations                               60\n   7.7    [Intentionally Ommitted]                             62\n   7.8    Noncompete                                           62\n   7.9    Non-Solicitation                                     63\n   7.10   Certain Payments to Employees                        63\n   7.11   Use of Stationery, etc.                              64\n   7.12   Administration of Accounts                           64\n   7.13   1993 Financial Statements                            64\n   7.14   Audited Financial Statements                         65\n\nARTICLE VIII CONDITIONS TO THE CLOSING                         66\n\n   8.1    Conditions to Purchaser's Obligation to\n            Effect the Closing                                 66\n   8.2    Conditions to Seller's Obligations to\n            Effect the Closing                                 69\n\nARTICLE IX THE CLOSING: TERMINATION OF AGREEMENT               72\n\n   9.1    The Closing                                          72\n   9.2    Termination                                          72\n\nARTICLE X DELIVERIES AT THE CLOSING                            73\n\n   10.1   Deliveries by Seller at the Closing                  73\n   10.2   Deliveries by Purchaser at the Closing               74\n\nARTICLE XI EMPLOYEES AND EMPLOYEE BENEFITS                       \n   11.1   Employment                                           76\n   11.2   Collective Bargaining Agreements                     78\n   11.3   Retiree Medical and Life Insurance\n            Benefits                                           78\n   11.4   Health and Welfare Benefits for \n            Active Employees                                   79\n   11.5   Pension Benefits                                     81\n   11.6   Savings Plans                                        82\n   11.7   Procedural Matters                                   82\n   11.8   Incentive Closing Agreements                         82\n   11.9   Indemnification                                      83\n   11.11  Intellectual Property                                83\n\nARTICLE XII CLOSING AND POST-CLOSING COVENANTS;\n   INDEMNIFICATION                                             84\n\n   12.1   Survival of Representations and Warranties           84\n   12.2   Indemnification                                      84\n   12.3   Payment of Brokers' or Finders' Fees                 91\n   12.4   Tax Matters                                          91\n   12.5   [Intentionally Omitted]                              94\n   12.6   Liquidating Events                                   95\n\nARTICLE XIII GENERAL                                           97\n\n   13.1   Amendments                                           97\n   13.2   Integrated Contract                                  97\n   13.3   Governing Law                                        97\n   13.4   Notices                                              97\n   13.5   Assignment                                           98\n   13.6   Headings                                             98\n   13.7   Counterparts                                         98\n   13.8   Expenses                                             98\n   13.9   Further Assurances                                   99\n   13.10  Public Announcements                                 99\n   13.11  Bulk Sales Compliance                                99\n   13.12  No Third Party Beneficiaries                         99\n   13.13  Agreement Regarding EAC's                            99\n\n\n\n\n      EXHIBITS, NONDISCLOSURE SCHEDULES AND ADDITIONAL DOCUMENTS\n\n\nEXHIBITS\n\nEXHIBIT A       -    Form of Assumption Agreement\nEXHIBIT B       -    Form of Bill of Sale\nEXHIBIT C       -    Form of Kearny Mesa Lease Agreement\nEXHIBIT D       -    Form of License Agreement\nEXHIBIT E       -    Form of Service Agreement\nEXHIBIT F       -    Form of Sycamore Canyon Lease\n\n\nNONDISCLOSURE SCHEDULES\n\nSchedule 1(A)   -    Assumed Liabilities\nSchedule 1(B)   -    Excluded Assets\nSchedule 1(C)   -    Leased Assets\nSchedule 1(D)   -    Real Property Interests\nSchedule 2.2    -    Non-Exclusive List of Excluded Liabilities\nSchedule 3.1(b) -    Certain Required Consents\nSchedule 4.2    -    EAC Assumptions\n\n\n\n\nADDITIONAL DOCUMENTS\n\nAugust Balance Sheet, Initial Statment of Net Assets to Be Sold\n    and Initial Reconciling Statement\nAgreement Regarding Schedules and Other Matters\n\n\n\n\n\n\n\n\n\n                       ASSET PURCHASE AGREEMENT\n\n     Asset Purchase Agreement dated as of December 22, 1993, by \nand between MARTIN MARIETTA CORPORATION, a Maryland corporation \n(\"Purchaser\"), GENERAL DYNAMICS CORPORATION, a Delaware corporation\n(\"GDC\"), GENERAL DYNAMICS SPACE SERVICES COMPANY, a Delaware \ncorporation (\"SSC\") and a wholly-owned subsidiary of GDC, and\nGENERAL DYNAMICS COMMERCIAL LAUNCH SERVICES, INC., a Delaware\ncorporation (\"CLS\") and a wholly-owned subsidiary of GDC.  GDC, SSC\nand CLS are collectively referred to herein as the \"Seller.\"\n\n\n                         W I T N E S S E T H :\n\n\n     WHEREAS, GDC, directly and through SSC and CLS, is \nengaged, through the Space Systems Division (as hereinafter\ndefined), in the business of design, development, production,\nprocessing, sale and launching of expendable launch vehicles and\nupper stage rockets, and also is engaged in other advanced space\nprograms and energy and magnetics programs for commercial customers\nand the United States Government and certain foreign governments;\nand\n\n     WHEREAS, Purchaser desires to acquire from Seller and \nSeller desires to sell to Purchaser substantially all of the assets\nand business of the Space Systems Division (collectively, the \n\"Business\").\n\n     NOW, THEREFORE, in consideration of the premises and the \nmutual representations, warranties, covenants, and agreements \nhereinafter set forth, the parties hereto hereby agree as follows:\n\n                               ARTICLE I\n\n                              DEFINITIONS\n\n     Each reference contained in this Agreement to:\n\n     \"Adverse Environmental Condition\" shall mean any of the \nmatters referred to in clauses (i), (ii) or (iii) of the definition\nof Environmental Claim.\n\n     \"Affiliate\" shall mean, with respect to any given Person, \nany other Person that directly, or indirectly through one or more \nintermediaries, controls, or is controlled by, or is under common \ncontrol with, such Person.  The term \"control\" (including, with \ncorrelative meaning, the terms \"controlled by\" and \"under common \ncontrol with\"), as used with respect to any Person, means the \npossession, directly or indirectly, of the power to direct or cause\nthe direction of the management and policies of such Person,\nwhether through the ownership of voting securities, by contract or\notherwise.\n\n     \"Agreement\" shall refer to this Asset Purchase Agreement, \nas the same may be amended from time to time.\n\n     \"Allocation Arbiter\" shall have the meaning ascribed \nthereto in Section 12.4(e) hereof.\n\n     \"AMSC Letter Agreement\" shall refer to the letter \nagreement to be executed between Purchaser and GDC at the Closing.\n\n     \"Ancillary Agreements\" shall refer to the Assumption \nAgreement, the Bill of Sale, the License Agreement, the Services \nAgreement and the Facility Leases.\n\n     \"Arthur Andersen\" shall refer to the public accounting \nfirm of Arthur Andersen &amp; Co. or any successor organization.\n\n     \"Arbiter\" shall have the meaning ascribed to such term in \nSection 4.6(a) hereof.\n\n     \"Assets\" shall refer, collectively, to the Purchased \nAssets and the Leased Assets.\n\n     \"Assumed Liabilities\" shall refer to those liabilities and \nobligations of Seller which are identified on Schedule 1(A) hereto.\n\n     \"Assumption Agreement\" shall refer to the Assumption \nAgreement to be executed at Closing by Purchaser, substantially in \nthe form of Exhibit A hereto.\n\n     \"Atlas Program\" shall mean the program of the Space \nSystems Division consisting of the planned and actual design, \ndevelopment, production and launch of 62 Atlas launch vehicles \ncurrently estimated to be completed in the year 2000.\n\n     \"Attestation Report\" shall have the meaning ascribed to \nsuch term in Section 4.5 hereof.\n\n     \"Audited Financial Statements\" shall have the meaning \nascribed to such term in Section 7.14 hereof.\n\n     \"August Balance Sheet\" shall have the meaning ascribed to \nsuch term in Section 4.1(a) hereof. \n\n     \"Authorization\" shall refer to any federal, state, local \nor other governmental consent, license, permit, grant or \nauthorization.\n\n     \"Basket Limited Liabilities\" shall have the meaning \nascribed to such term on Schedule 1(A) hereto.\n\n     \"Bill of Sale\" shall refer to the Bill of Sale to be \nexecuted at Closing by Seller, substantially in the form of Exhibit\nB hereto.\n\n     \"Business\" shall have the meaning set forth in the second \nrecital to this Agreement.\n\n     \"Business Day\" shall refer to a day, other than a Saturday \nor a Sunday, on which commercial banks are not required or\nauthorized to close in the City of New York.\n\n     \"CERCLA\" shall have the meaning ascribed to such term in \nthe definition of Environmental Laws.\n\n     \"Closing\" shall refer to the consummation of the several \ntransactions provided for in Article II, all upon the terms and \nsubject to the conditions set forth in this Agreement, which\nclosing shall commence at 9:00 A.M., E.S.T., at the location\nspecified in Section 9.1 hereof.\n\n     \"Closing Date Balance Sheet\" shall have the meaning \nascribed to such term in Section 4.3 hereof.\n\n     \"Closing Date\" and \"day of the Closing\" shall refer to the \nday upon which the consummation of the several transactions\nprovided for in Article II occurs.\n\n     \"Closing Reconciling Statement\" shall have the meaning \nascribed to such term in Section 4.4 hereof.\n\n     \"Closing Statement of Net Assets To Be Sold\" shall have \nthe meaning ascribed to such term in Section 4.4 hereof.\n\n     \"Code\" shall refer to the Internal Revenue Code of 1986, \nas amended.\n\n     \"Confidentiality Agreement\" shall have the meaning \nascribed to such term in Section 7.1(b) hereof.\n\n     \"Contaminant\" shall mean, collectively, any (a) petroleum \nor petroleum products, or derivative or fraction thereof, flammable\nmaterial, explosives, radioactive materials (including radon gas, \nother than that which is naturally occurring), asbestos in any form\nthat is or could become friable, urea formaldehyde foam insulation \n(\"UFI\"), and polychlorinated biphenyls (\"PCBs\"), and (b) any \nchemical, material or substance (i) which is now or hereafter\nbecomes defined as or included in the definition of \"hazardous\nsubstances\", \"hazardous wastes\", \"hazardous materials\", \"toxic\nsubstances\", \"restricted hazardous wastes\", \"contaminants\",\n\"pollutants\" or words of similar import under any applicable\nEnvironmental Laws or (ii) the emission, discharge, release,\nstorage, transport, disposal, management, handling or use of which\nis now or hereafter regulated under or subject to any applicable\nEnvironmental Laws.\n\n     \"Contracts\" shall mean, whether written or oral, all bids, \nquotations, proposals, options, guarantees, offset agreements, \nsubcontracts, contracts (including subcontracts thereunder),\nincluding (without limitation) the Contracts listed on Schedules\n5.8 and 5.14, agreements, leases, understandings, commitments,\nteaming arrangements, Memoranda of Understanding (\"MOUs\"), and\nMemoranda of Agreements (\"MOAs\") and sales and purchase orders of\nSeller or the Space Systems Division relating to the Business.\n\n     \"Damages\" shall refer, in respect of any obligation to \nindemnify any Person pursuant to the terms of this Agreement, to\nany losses, claims, damages, liabilities (liquidated or\nunliquidated, accrued, contingent or otherwise), obligations,\njudgments, settlements, reasonable out-of-pocket costs, expenses\nand attorneys' fees (including such costs, expenses and attorneys'\nfees incurred in connection with any investigation or in enforcing\nsuch right of indemnification against any Indemnitor), fines and\npenalties, if any.\n\n     \"Documents\" shall refer to any books, records, files, \npapers, tapes, microfilms, computer records (including, without \nlimitation, books and records stored in computerized storage media)\nand any other documents.\n\n     \"DoD Manual\" shall have the meaning ascribed to such term \nin Section 5.4 hereof.\n\n     \"Employee Benefit Plan\" shall have the meaning ascribed to \nsuch term by Section 3(3) of ERISA.\n\n     \"Employee Pension Plan\" shall have the meaning ascribed to \nsuch term by Section 3(2) of ERISA.\n\n     \"Employees\" shall have the meaning ascribed to such term \nin Section 11.1(a) hereof.\n\n     \"Environmental Claim\" shall mean any accusation, \nallegation, notice of violation, claim, demand, abatement or other \norder or directive (conditional or otherwise), judgment, lien or \nother assessment by any governmental authority or any Person for \npersonal injury (including sickness, disease or death), tangible or\nintangible property damage, damage to the environment, nuisance, \npollution, contamination or other adverse effects on the\nenvironment, or for fines, penalties or restrictions, resulting\nfrom or based upon (i) the existence, or the continuation of the\nexistence, of a Release (including, without limitation, sudden or\nnon-sudden, accidental or non-accidental leaks or spills), of, or\nexposure to, or Release of any Contaminant, odor or audible noise\nin, into or onto the environment, including, without limitation,\nthe air, groundwater, surface water or any surface or subsurface\nstrata, at, in, by, from, or related to the Facilities, (ii) the\ntransportation, storage, treatment or disposal of any Contaminant\nin connection with the operation of the Facilities or (iii) the\nviolation, or alleged violation, of any applicable Environmental\nLaws or any Permits.\n\n     \"Environmental Laws\" shall mean all applicable federal, \nstate and local laws, statutes, ordinances and regulations, now or \nhereafter in effect, and in such case as amended or supplemented\nfrom time to time, and any judicial or administrative\ninterpretation thereof, including, without limitation, any\napplicable judicial or administrative order, consent decree or\njudgment relating to the regulation and protection of human health,\nsafety, the environment and natural resources (including, without\nlimitation, ambient air, surface water, groundwater, wetlands, land\nsurface or subsurface strata, wildlife, aquatic species and\nvegetation).  Environmental Laws include, but are not limited to,\nthe Comprehensive Environmental Response, Compensation, and\nLiability Act of 1980, as amended (42. U.S.C. 9601 et seq.)\n(\"CERCLA\"); the Hazardous Material Transportation Act, as amended\n(49 U.S.C. sec. 1801 et seq.); the Federal Insecticide, Fungicide,\nand Rodenticide Act, as amended (7 U.S.C. sec. 136 et seq.); the\nResource Conservation and Recovery Act, as amended (42 U.S.C. sec.\n6901 et seq.) (\"RCRA\"); the Toxic Substances Control Act, as\namended (15 U.S.C. sec. 2601 et seq.); the Clean Air Act, as\namended (42 U.S.C. sec. 7401 et seq.); the Federal Water Pollution\nControl Act, as amended (33 U.S.C. sec. 1251 et seq.); the\nOccupational Safety and Health Act, as amended (29 U.S.C. sec. 651\net seq.) (\"OSHA\"); and the Safe Drinking Water Act, as amended (41\nU.S.C. sec. 300f et seq.), and any and all regulations promulgated\nthereunder, and all applicable analogous state and local\ncounterparts, equivalents, or similar statutes or ordinances, rules\nor regulations, including, without limitation, the California\nHealth &amp; Safety Code sec. 1 et seq., as amended, and any transfer\nof ownership notification or approval statutes such as the New\nJersey Industrial Site Recovery Act (N.J. Stat. Ann. sec. 13:1K-6\net seq.) (\"ISRA\").\n\n     \"ERISA\" shall refer to the Employee Retirement Income \nSecurity Act of 1974, as amended.\n\n     \"ERISA Affiliate\" shall refer to any trade or business, \nwhether or not incorporated, under common control of Seller within \nthe meaning of Section 414(b), (c), (m) or (o) of the Code.\n\n     \"Excluded Assets\" shall refer to those assets owned or \nleased by Seller which would otherwise be Assets and which are\nlisted on Schedule 1(B).\n\n     \"Excluded Liabilities\" shall refer to any and all \nobligations, commitments or liabilities of any and every nature \nwhatsoever of Seller or the Space Systems Division, whether due or\nto become due, asserted or unasserted, accrued or unaccrued,\nliquidated or unliquidated, contingent, executory or otherwise,\nhowsoever or whenever arising, which are not Assumed Liabilities,\nincluding (without limitation) all obligations, commitments or\nliabilities (whether recourse or non-recourse to Seller or the\nSpace Systems Division) which are secured by or otherwise encumber\nany of the Assets or for which a claim otherwise could be made\nagainst the Purchaser or any of the Assets as a result of the\ntransactions contemplated by this Agreement and, in each case,\nwhich are not Assumed Liabilities.\n\n     \"Export Control Laws\" shall mean all Laws, now or \nhereafter in effect, and in each case as amended or supplemented\nfrom time to time, and any judicial or administrative\ninterpretations thereof, relating to the export or reexport of\ncommodities and technologies.  Export Control Laws include, but are\nnot limited to, the Export Administration Act of 1979 (24 U.S.C.\nsec. 2401-2420); the International Emergency Economic Powers Act\n(50 U.S.C. sec. 1701-1706); the Trading with the Enemy Act (50\nU.S.C. sec. 1 et seq); the Arms Export Control Act (22 U.S.C. sec.\n2778, 2779); and the International Boycott Provisions of Section\n999 of the Code.\n\n     \"Exhibit\" shall refer to one of several written Exhibits \nto this Agreement each of which is hereby incorporated into and\nmade a part of this Agreement for all purposes.\n\n     \"Facilities\" shall mean real property owned, leased or \nused by the Space Systems Division.\n\n     \"Facility Leases\" shall mean collectively, the Kearny Mesa \nLease and the Sycamore Canyon Lease.\n\n     \"Final Closing Net Assets to be Sold\" shall mean the \nassets and liabilities of the Space Systems Division as shown on\nthe Final Closing Statement of Net Assets to be Sold.\n\n     \"Final Closing Statement of Net Assets to be Sold\" shall \nhave the meaning ascribed to such term in Section 4.6(a).\n\n     \"Financial Statements\" shall have the meaning ascribed to \nsuch term in Section 5.5(a) hereof.\n\n     \"GAAP\" shall refer to generally accepted accounting \nprinciples in the United States as of the date of this Agreement, \nwithout references to changes therein as might otherwise be \napplicable to subsequent periods, consistently applied.\n\n     \"GD Employee Benefit Plans\" shall have the meaning \nascribed thereto in Section 5.9(a) hereof.\n\n     \"GD Employee Pension Plans\" shall have the meaning \nascribed thereto in Section 5.9(a) hereof.\n\n     \"GD Savings Plans\" shall have the meaning ascribed thereto \nin Section 5.9(b) hereof.\n\n     \"GD Savings and Welfare Plans\" shall have the meaning \nascribed thereto in Section 5.9(b) hereof.\n\n     \"General Industry Developments\" shall mean any change, or \nany development involving a prospective change, which relates to\nthe defense and space launch vehicle industries generally as\nopposed to a change or prospective change, the effects of which\nwill impact primarily the Space Systems Division.  \n\n     \"Government Contract\" shall refer to any bid, quotation, \nproposal, contract, option, agreement, commitment or sale or\npurchase order that is with the United States Government or a\ndepartment or agency thereof or any foreign government or a\ndepartment or agency thereof, including, among other things, all\ncontracts to supply goods and services, and subcontracts\nthereunder.\n\n     \"HSR Act\" shall refer to the Hart-Scott-Rodino Antitrust \nImprovements Act of 1976, as amended.\n\n     \"Indemnification Event\" shall refer to any action, \nproceeding or claim for which a Person is entitled to\nindemnification under this Agreement.\n\n     \"Indemnitor\" shall refer to the indemnifying Person in the \ncase of any obligation to indemnify established pursuant to the\nterms of this Agreement.\n\n     \"Initial Net Assets to be Sold\" shall mean the assets and \nliabilities of the Space Systems Division as shown on the Initial \nStatement of Net Assets to be Sold.\n\n     \"Initial Reconciling Statement\" shall have the meaning \nascribed to such term in Section 4.2 hereof.\n\n     \"Initial Statement of Net Assets to be Sold\" shall have \nthe meaning ascribed thereto in Section 4.2 hereof.\n\n     \"Interests\" shall have the meaning ascribed to such term \nin Section 3.1(a) hereof.\n\n     \"Intellectual Property\" shall refer to all inventions, \nimprovements, domestic and foreign patents and applications\ntherefor, trade secrets, know how, customer lists, trade names,\ncommon law trademarks and service marks, trademark and service mark\nregistrations and applications therefor, copyrights, copyright \nregistrations and applications therefor, mask works, mask work \nregistrations and applications therefor, rights in computer\nsoftware, all rights granted or retained in licenses under any of\nthe foregoing and all rights to use data retained by the Space\nSystems Division under any Contract.\n\n     \"Kearny Mesa Facility\" shall mean the Kearny Mesa facility \nlocated in San Diego, California, which is owned by GDC and used in\nthe Space Systems Division.\n\n     \"Kearny Mesa Lease\" shall mean the lease agreement to be \nexecuted by Purchaser and GDC at Closing relating to the Kearny\nMesa Facility substantially in the form of Exhibit C hereto.\n\n     \"Law\" shall mean any federal, state, local, or foreign law \n(including common law), constitution, statute, code, ordinance,\nrule, regulation, executive order, or other requirement.\n\n     \"Lease Contract\" shall refer to any Contract which is a \nlease of or rental agreement with respect to Property (other than\nthe Facility Leases and other Leases) or an installment sale\ncontract arising out of the sale of Property.\n\n     \"Leased Assets\" shall refer to those assets leased to \nSeller which, if owned by Seller, would be Purchased Assets \n(excluding the Leased Properties) and which are listed on Schedule \n1(C).\n\n     \"Leased Property\" shall have the meaning ascribed to such \nterm in Section 5.20(a) hereof.\n\n     \"Leases\" shall have the meaning ascribed to such term in \nSection 5.20(a) hereof.\n\n     \"License Agreement\" shall refer to the Cross License \nAgreement between Seller and Purchaser, substantially in the form\nof Exhibit D hereto.\n\n     \"Liens\" shall have the meaning ascribed to such term in \nSection 5.17 hereof.\n\n     \"Loss\" shall mean any loss, cost, damage, liability, \ndeficiency, fine, penalty or expense (including, without\nlimitation, reasonable attorney's and other professional fees),\ninvestigation, removal, cleanup and remedial costs (voluntarily or\ninvoluntarily incurred) and those modification costs incurred to\npermit continued or resumed normal operation of the Facilities.\n\n     \"Material Adverse Effect\" shall mean any material and \nadverse effect on the business, condition (financial or otherwise),\nrevenues, earnings, assets, prospects or results of operations of\nthe specified Person.\n\n     \"Multiemployer Plans\" shall have the meaning ascribed to \nsuch term by Section 4001(a)(3) of ERISA.\n\n     \"Multiple Employer Plans\" shall have the meaning ascribed \nthereto in Section 5.9(a) hereof.\n\n     \"1954 Code\" shall refer to the Internal Revenue Code of \n1954, as amended and in effect immediately prior to the enactment\nof the Tax Reform Act of 1986.\n\n     \"Owned Property\" shall have the meaning ascribed to such \nterm in Section 5.20(a) hereof.\n\n     \"PBGC\" shall refer to the Pension Benefit Guaranty \nCorporation.\n\n     \"Permit\" shall mean any permit, approval, authorization, \nlicense, variance, or permission required by a governmental\nauthority under any applicable Environmental Laws.\n\n     \"Person\" shall include an individual, a partnership, a \ncorporation, or a division or business unit thereof, a trust, an \nunincorporated organization, a government or any department or\nagency thereof and any other entity.\n\n     \"Plant 19\" shall mean the facility designated as Plant 19 \nlocated in San Diego, California, which is owned by the United\nStates Air Force and used in the Space Systems Division pursuant to\nthe Plant 19 Facilities Agreement.\n\n     \"Plant 19 Facilities Agreement\" shall mean the Facilities \nAgreement by and between the Seller and the United States Air Force\nrelating to Plant 19.\n\n     \"Pre-Medicare Plan\" shall have the meaning ascribed \nthereto in Section 11.3 hereof.\n\n     \"Product Warranty Insurance\"  shall have the meaning \nascribed thereto in Section 5.23 hereof.\n\n     \"Property\" or \"Properties\" shall include all property and \nall other assets of whatsoever nature including, without\nlimitation, real and personal property, whether tangible or\nintangible, and claims, rights and choses in action, other than\nIntellectual Property.\n\n     \"Purchase Order\" shall have the meaning ascribed thereto \nin Section 12.5(b) hereof.\n\n     \"Purchase Price\" shall have the meaning ascribed thereto \nin Section 2.3 hereof.\n\n     \"Purchased Assets\" shall refer to all the business, \nproperties, assets, goodwill, rights and claims of whatever kind\nand nature, real or personal, tangible or intangible, known or\nunknown, actual or contingent and wherever situated, which are\nowned by Seller or any Affiliate of Seller and used in, held for\nuse by, or related to the business of, the Space Systems Division\n(other than any Excluded Assets or any fee interest in the Leased\nAssets), including, without limitation, the following assets:\n\n                    (a)  all leasehold interests (including, \n     without limitation, the Facility Leases (other than the \n     landlord's interest therein), the Leases, the Plant 19 \n     Facilities Agreement and leasehold interests in the Leased \n     Assets) and other interests in real property listed on \n     Schedule 1(D), in each case together with all \n     improvements, fixtures and all other appurtenances thereto \n     and rights in respect thereof;\n\n                    (b)  all work in process, raw materials, \n     finished goods, goods in transit and other properties and \n     rights associated with the performance of Contracts or the \n     business or operations of the Space Systems Division, \n     supplies, machinery, equipment, interests in government \n     furnished equipment, test equipment, computers, tools, \n     dies, spare parts, components, subassemblies, vehicles, \n     furniture, office materials and other tangible personal \n     property and leasehold interests therein, whether or not \n     such assets are located at the properties referred to in \n     clause (a) above;\n\n                    (c)  all accounts receivable, notes \n     receivable, unbilled revenues and other claims for money \n     or other obligations due (or which hereafter will become \n     due) to Seller arising out of the business or operations \n     of the Space Systems Division;\n\n                    (d)  all of Seller's interest in Intellectual \n     Property, including, without limitation, all results of \n     research and development activities and other Intellectual \n     Property developed or acquired by or on behalf of the \n     Space Systems Division, whether related to, or of use or \n     potential use in connection with any current or \n     contemplated potential future products of the Space \n     Systems Division or parts, components or subassemblies \n     thereof used or purchased by the Space Systems Division;\n\n                    (e)  all proceeds under any insurance \n     contract or arrangement relating to the Business in \n     respect of Assumed Liabilities or damage to Assets;\n\n                    (f)  all right, title and interest in, to and \n     under all Contracts, subject in each case to the terms of \n     such Contracts;\n     \n                    (g)  all Documents of the Space Systems \n     Division (including such books and records as are \n     contained in computerized storage media), including \n     (without limitation) all inventory, purchasing, \n     accounting, sales, export, import, research, engineering, \n     manufacturing, maintenance, repairs, marketing, banking, \n     legal, Intellectual Property, shipping records, records \n     relating to GD Employee Benefit Plans to the extent they \n     relate to Assumed Liabilities, personnel files for \n     Transferred Employees and all files, customer and supplier \n     lists, records, literature and correspondence, whether or \n     not physically located on any of the premises referred to \n     in clause (a) above; PROVIDED, HOWEVER, that Seller shall \n     have the right to (A) keep and use for itself and its \n     Affiliates a copy of any such list, file, book, record or \n     Document and (B) transfer to a third party, a copy of any \n     such list, file, book, record or Document transferred \n     hereunder to Purchaser that is not exclusive to the Space \n     Systems Division and that does not contain any \n     confidential or proprietary information concerning the \n     Space Systems Division;\n\n                    (h)  any other tangible assets of Seller \n     which are used primarily in the Space Systems Division and \n     which are of a nature not customarily reflected in the \n     books and records of a business, such as assets which have \n     been written off for accounting purposes but which are \n     still used by or of value to the Space Systems Division;\n\n                    (i)  all Authorizations which are or, with \n     the consent of a third party, may be transferable and \n     which are used in the business and operations of the Space \n     Systems Division, as presently conducted;\n\n                    (j)  all goodwill associated with the \n     Business, other than the goodwill associated with the name \n     \"General Dynamics\";\n\n                    (k)  all rights under non-disclosure \n     agreements with employees and agents of Seller and under \n     confidentiality agreements with prospective purchasers of \n     the Space Systems Division;\n\n                    (l)  all deposits and advance payments, \n     prepaid charges, sums and fees, refunds, causes of action, \n     rights of recovery, rights of set-off and rights of \n     recoupment of Seller in connection with the Business(other \n     than intercompany accounts between the Space Systems \n     Division and Seller, or any other divisions, units, \n     Affiliates or Subsidiaries of Seller);\n\n                    (m)  to the extent assets have been \n     accumulated in connection with any GD Employee Benefit \n     Plan as of the Closing Date, the allocable portion of the \n     balance existing as of the Closing Date in any trust, \n     voluntary employee beneficiary association, reserve, \n     premium stabilization account or other similar account or \n     arrangement established by Seller or any other Person \n     which is attributable to the Assumed Liabilities; and \n\n                    (n)  any other asset of Seller in respect of \n     which there is an Assumed Liability.\n\n     \"Purchased Intellectual Property\" shall refer to the \nIntellectual Property included in Assets.\n\n     \"Purchaser\" shall refer to Martin Marietta Corporation, a \nMaryland corporation having its principal executive office at 6801\nRockledge Drive, Bethesda, Maryland  20817.\n\n     \"Purchaser's Plans\" shall have the meaning ascribed \nthereto in Section 11.5(b) hereof.\n\n     \"Release\" shall mean any release, spill, emission, \nabandonment of any container or receptacle containing any \nContaminant, leaking, pumping, injection, deposit, disposal, \ndischarge, dispersal, leaching, or migration into the environment,\nor into or out of any property owned, leased or used by the Space\nSystems Division, including the movement or migration, gradual or\notherwise, of any Contaminant through or in the air, soil, surface\nwater, groundwater, or land surface or subsurface strata or\nformation.\n\n     \"Remedial Action\" shall mean all actions required under \nEnvironmental Laws and all reasonable voluntary efforts to (1)\nclean up, remove, treat, monitor or in any other way address the\nRelease of any Contaminant in the environment; (2) prevent the\nfurther Release or threat of further Release, or minimize the\nfurther Release of any Contaminant so it does not migrate or\nendanger or threaten to endanger public health or welfare of the\nenvironment; or (3) perform pre-remedial studies and investigations\nand post-remedial monitoring and care with respect to any Release\nor any threatened Release.\n\n     \"Restricted Business\" shall have the meaning ascribed to \nsuch term in Section 7.8(a) hereof.\n\n     \"Schedule\" shall refer to one of several written Schedules \nto this Agreement, each of which is hereby incorporated into and\nmade a part of this Agreement for all purposes.\n\n     \"Seller\" shall refer to General Dynamics Corporation, a \nDelaware corporation, having its principal executive office at 3190\nFairview Park Drive, Falls Church, Virginia 22042-4523, General \nDynamics Space Services Company, a Delaware corporation, having its\nprincipal office at 710 Mulcet Road, Cape Canaveral, Florida 32920,\nand General Dynamics Commercial Launch Services, Inc., a Delaware \ncorporation, having its principal office at 5001 Kearny Villa Road,\nSan Diego, California 92123.\n\n     \"Seller's Knowledge\" shall mean the actual or constructive \nknowledge obtainable after due investigation by those officers, \ndirectors, employees or agents of the Seller named on or meeting\nthe criteria set forth on Schedule 1(E) hereto.  \n\n     \"Seller Property\" shall have the meaning ascribed to such \nterm in Section 5.20(a) hereof.\n\n     \"Services Agreement\" shall refer to the Services Agreement \nto be executed at Closing between Purchaser and Seller,\nsubstantially in the form of Exhibit E hereto.\n\n     \"Software\" shall have the meaning ascribed to such term in \nSection 5.21(a)(4) hereof.\n\n     \"Space Systems Division\" shall refer to the Space Systems \nDivision of Seller (including each of GDC, SSC and CLS) and all of \nthe businesses thereof involving the design, development,\nproduction, processing, launching, sale and servicing of (i)\nexpendable launch vehicles, including Atlas launch vehicles, (ii)\nupper stage rockets, including all Centaur programs, and (iii)\nadvanced space systems, including space exploration, advanced upper\nstages, and next generation launch systems programs and supporting\nresearch and development, (iv) any other launch vehicles, rockets,\nrocket motors and related products and services, (v) programs\nconducted with respect to energy and magnetics, and (vi) special\naccess required programs related to any of the foregoing,\nincluding, without limitation, in each such case all IR&amp;D\/R&amp;D,\nB&amp;P\/PD, Market Assist and MP&amp;E of Seller in connection with the\nSpace Systems Division (in each case as defined in Seller's\nCorporate Policy and Procedures as in effect as of the date\nhereof).\n\n     \"Subsidiary\" shall refer to a corporation (or equivalent \nlegal entity under foreign law) of which another Person owns\ndirectly or indirectly more than 50% of the stock, the holders of\nwhich are ordinarily and generally, in the absence of contingencies\nor understandings, entitled to vote for the election of directors\nand any partnership (or equivalent legal entity under foreign law)\nin which such other Person owns directly or indirectly more than a\n50% interest.\n\n     \"Sycamore Canyon Facility\" shall mean the Sycamore Canyon \nfacility located in San Diego, California, which is owned by GDC\nand used in the Space Systems Division.\n\n     \"Sycamore Canyon Lease\" shall mean the lease agreement to \nbe executed by Purchaser and GDC at Closing relating to the\nSycamore Canyon Facility substantially in the form of Exhibit F\nhereto.\n\n     \"Taxes\" shall mean all federal, state, local and foreign \ntaxes, charges, fees, levies, imposts, duties or other assessments,\nincluding, without limitation, income, gross receipts, excise, \nemployment, sales, use transfer, license, payroll, franchise, \nseverance, stamp, occupation, windfall profits, environmental \n(including taxes under Code section 59A), premium, federal highway \nuse, commercial rent, customs duties, capital stock, paid up\ncapital, profits, withholding Social Security, single business and \nunemployment, disability, real property, personal property, \nregistration, ad valorem, value added, alternative or add-on\nminimum, estimated, or other tax or governmental fee of any kind\nwhatsoever, imposed or required to be withheld by the United States\nor any state, local, foreign government or subdivision or agency\nthereof, including any interest, penalties or additions thereto,\nwhether disputed or not.\n\n     \"Tax Return\" shall mean any report, return, information \nreturn or other information required to be supplied to a taxing \nauthority in connection with Taxes.\n\n     \"Termination Date\" shall have the meaning ascribed to such \nterm in Section 9.2(c) hereof.\n\n     \"Transferred Employees\" shall have the meaning ascribed to \nsuch term in Section 11.1(b) hereof.\n\n     \"Transferred Non-Union Employees\" shall have the meaning \nascribed to such term in Section 11.1(b) hereof.\n\n     \"Transferred Union Employees\" shall have the meaning \nascribed to such term in Section 11.1(b) hereof.\n\n     \"Unresolved Changes\" shall have the meaning ascribed to \nsuch term in Section 4.6(a) hereof.\n\n\n                            ARTICLE II\n\n                         BASIC TRANSACTION\n\n     Upon the terms and subject to the conditions set forth in \nthis Agreement, at the Closing the following transactions shall \noccur:\n\n     2.1    Purchase and Sale of Assets.  On the terms and \nsubject to the conditions set forth in this Agreement, at the \nClosing, Purchaser will purchase from Seller, and Seller will sell,\ntransfer, assign, convey and deliver to Purchaser, all of Seller's \nright, title and interest in and to the Assets.\n\n     2.2    Assumption of Liabilities.  On the terms and \nsubject to the conditions set forth in this Agreement, at the \nClosing, Purchaser will assume and become responsible for all of\nthe Assumed Liabilities.  The parties to this Agreement expressly \nunderstand and agree that the Purchaser shall not and does not\nhereby assume or become liable for any obligations, commitments,\nliabilities or indebtedness of GDC, SSC, CLS or of any of their\nrespective Subsidiaries or the Space Systems Division, which are\nExcluded Liabilities or otherwise are not expressly assumed by the\nPurchaser pursuant to this Section 2.2.  Schedule 2.2 hereof sets\nforth a non-exclusive listing of some of the liabilities and\nobligations of Seller which Purchaser has not assumed or agreed to\npay, perform or discharge, it being understood that such listing is\nnot intended to limit in any manner whatsoever the foregoing\nsentence or the definition of Excluded Liabilities.\n\n     2.3    Purchase Consideration.  On the terms and \nsubject to the conditions set forth in this Agreement, Purchaser \nagrees to pay to Seller, by bank wire transfer of immediately \navailable Federal funds to an account designated in writing by\nSeller not later than three (3) Business Days prior to the Closing\nDate, an amount equal to $208,500,000 (the \"Purchase Price\").  The\nPurchase Price shall be subject to post-Closing adjustments as\nprovided in Article IV hereof.\n\n     2.4    Purchase from GDC, SSC and CLS.  It is \nacknowledged that (i) Purchaser will acquire the Assets\nconstituting the Business from each of GDC, SSC and CLS (as well as\nfrom any other Affiliate of GDC holding such assets), (ii)\nPurchaser will not acquire the stock of SSC and CLS, (iii)\nPurchaser may elect to purchase all or part of the Purchased Assets\nthrough one or more of its direct or indirect Subsidiaries, as\nprovided in Section 13.5 hereof and (iv) each Seller will execute\nsuch documents as may be reasonably necessary to facilitate the\nforegoing.\n\n                         ARTICLE III\n\n              CERTAIN AGREEMENTS OF THE PARTIES\n\n     3.1    Certain Provisions Relating to Assets.  (a) \nExcept for Government Contracts, to the extent that a Contract, \nAuthorization or other asset which would otherwise be included\nwithin the definition of \"Assets\", or any claim, right or benefit\narising thereunder or resulting therefrom (each an \"Interest\" and \ncollectively the \"Interests\"), is not capable of being sold, \nassigned, transferred or conveyed without the approval, consent or \nwaiver of the issuer thereof or the other party thereto, or any\nthird Person (including a government or governmental unit or\nagency), and such approval, consent or waiver has not been obtained\nprior to the Closing, or if such sale, assignment, transfer or\nconveyance or attempted sale, assignment, transfer or conveyance\nwould constitute a breach thereof or a violation of any law,\ndecree, order, regulation or other governmental edict, this\nAgreement shall not constitute a sale, assignment, transfer or\nconveyance thereof, or an attempted sale, assignment, transfer or\nconveyance thereof.\n\n            (b)     Anything in this Agreement to the \ncontrary notwithstanding, Seller is not obligated to sell, assign, \ntransfer or convey to Purchaser any of its rights and obligations\nin and to any of the Interests without first obtaining all\nnecessary approvals, consents or waivers.  Seller shall cooperate\nwith Purchaser to obtain all approvals, consents or waivers\nnecessary to convey to Purchaser each such Interest as soon as\npracticable; PROVIDED, HOWEVER, that neither Seller nor Purchaser\nshall be obligated to pay any consideration therefor to the third\nparty from whom such approval, consent or waiver is requested\nexcept as set forth in Section 7.2 hereof.  The failure by Seller\nto obtain any approval, consent or waiver necessary to convey any\nInterest to Purchaser, except with respect to those approvals and\nconsents listed on Schedule 3.1(b) (which is to be prepared by\nPurchaser after its review of the Contracts), shall not affect the\nobligations of the parties to close hereunder.  \n\n            (c)     To the extent any of the approvals, \nconsents or waivers necessary to convey any Interest to Purchaser \n(other than the approvals and consents referred to in Section\n3.1(b)) have not been obtained by Seller as of the Closing or to\nthe extent any Interest cannot be transferred to Purchaser by the\nClosing, Seller shall, during the remaining term of such Interest,\nuse all reasonable efforts, to (1) at the request of Purchaser,\ncooperate with Purchaser to obtain the consent of any such third\nparty; provided that neither Seller nor Purchaser shall be\nobligated to pay any consideration therefor except as set forth in\nSection 7.2 hereof, (2) at the request of Purchaser, cooperate with\nPurchaser in any reasonable and lawful arrangements designed to\nprovide the benefits of such Interest to Purchaser (including, with\nrespect to any Property leased by Seller which would otherwise be\nan Asset and as to which Seller has been unable to obtain the\nlessor's consent to the assignment thereof to Purchaser, to\nsublease such Property (to the extent permitted under the pertinent\nlease) to Purchaser, upon substantially the same terms and\nconditions as are set forth in such lease with respect to Seller),\nso long as Purchaser cooperates with Seller in such arrangements\nand promptly reimburses Seller for any and all payments required to\nbe made by Seller after the Closing Date by the terms of the\ndocument governing such Interest (as the same shall be in effect on\nthe date hereof) and any fees, costs and expenses of any nature\nincurred by Seller in connection with any such arrangements, and\n(3) enforce, at the request of Purchaser and at the expense and for\nthe account of Purchaser, any rights of Seller arising from such\nInterest against the issuer thereof or the other party or parties\nthereto (including the rights to elect to terminate any such\nInterest in accordance with the terms thereof upon the advice of\nPurchaser).  To the extent that Seller enters into lawful\narrangements reasonably satisfactory to Purchaser designed to\nprovide the benefits of any Interest to Purchaser as set forth in\nclauses (1) and (2) above, such Interest shall be deemed to have\nbeen conveyed to Purchaser for the purposes of this Agreement;\nPROVIDED, HOWEVER, that the approvals and consents listed on\nSchedule 3.1(b) shall be obtained as a condition to Closing, unless\nwaived by Purchaser.\n\n\n                           ARTICLE IV\n\n                    POST-CLOSING ADJUSTMENT\n\n     Purchaser and Seller acknowledge that they may have \ndifferences of opinion regarding the underlying assumptions used\nfor the earnings accrual rates and estimates at completion in the\nAtlas Program.  The purpose of the preparation of the Closing\nStatement of Net Assets to be Sold is to determine the net change\nin the economic value of the Space Systems Division between that\nexisting on August 29, 1993 and that existing on the Closing Date,\nby comparing financial statements as of those dates prepared by\nSeller on a consistent basis; the purpose is not to resolve any\ndifferences of opinion that may exist with respect to the\nunderlying assumptions used for the earnings accrual rates and\nestimates at completion in the Atlas Program.\n\n     4.1    Preparation of August Balance Sheet.  Seller \nhas provided to Purchaser prior to the execution of this Agreement\na balance sheet, including related footnotes thereto, of the Space \nSystems Division as of August 29, 1993 (the \"August Balance\nSheet\"), which August Balance Sheet (i) except as provided in\nclause (ii) hereof, has been prepared in accordance with GAAP\nconsistently applied and (ii) takes into account all accruals and\nother adjustments (a) required to present the Space Systems\nDivision as a stand alone entity, including certain liabilities or\nreserves which may previously have been recorded at the\nheadquarters level, and (b) appropriate for a balance sheet being\nprepared at a financial year end.\n\n     4.2    Preparation of Initial Statement of Net Assets to be\nSold and Initial Reconciling Statement.  Seller has provided to\nPurchaser prior to the execution of this Agreement the Initial\nStatement of Net Assets to be Sold which is based upon the August\nBalance Sheet and which (i) except as otherwise provided in the\nremainder of this Section 4.2, has been prepared in accordance with\nGAAP on a basis consistent with the August Balance Sheet and the \nbasis of accounting described in the footnotes to the Initial \nStatement of Net Assets to be Sold, which footnotes are attached to\nthe Initial Statement of Net Assets to be Sold, (ii) has been based\nupon estimate-at-complete assumptions set forth on Schedule 4.2,\nand (iii) includes the following adjustments to the August Balance\nSheet:\n\n                    (a)  Excluded Assets and Excluded Liabilities\n     (except for the Space Systems Division's investment and\n     related customer deposits with respect to AMSC) have been\n     excluded;\n\n                    (b)  All intercompany accounts between\n     the Space Systems Division and Seller, or any other divisions,\n     units, Affiliates or Subsidiaries of Seller, have been\n     eliminated; \n\n                    (c)  To the extent that any such fee or \n     expense would not otherwise have been incurred by the Space\n     Systems Division in the ordinary course of business,\n     liabilities or reserves with respect to any accounting, legal,\n     investment or other professional or advisory fees or expenses\n     relating to the negotiation of this Agreement or the\n     transactions contemplated herein have been excluded;\n\n                    (d)  An adjustment has been made to include any\n     employee or employee benefit matters that have been designated\n     as Assumed Liabilities in Article XI and which are not\n     otherwise included on the August Balance Sheet; and\n\n                    (e)  eliminate all accrued liabilities or \n     benefits for current or deferred federal income taxes and all\n     accrued liabilities or benefits for deferred state income\n     taxes (including deferred state franchise taxes).\n\nThe resulting document shall hereinafter be referred to as the \n\"Initial Statement of Net Assets to be Sold.\"  Seller has provided\nto Purchaser in conjunction with the Initial Statement of Net\nAssets to be Sold an Initial Reconciling Statement which traces,\nreconciles and explains in reasonable detail all adjustments made\nto the August Balance Sheet in order to comply with this Section\n4.2.  The resulting document shall hereinafter be referred to as\nthe \"Initial Reconciling Statement.\"\n\n     4.3    Preparation of Closing Date Balance Sheet.  As promptly\nas practicable, but no later than sixty (60) days after the Closing\nDate, Seller shall prepare or cause to be prepared a balance sheet\nof the Space Systems Division as of the close of business on the\nday preceding the Closing Date (the \"Closing Date Balance Sheet\")\nwhich balance sheet shall (i) except as provided in clause (ii) \nhereof, be prepared in accordance with GAAP consistently applied\nand (ii) shall take into account all accruals and other adjustments\n(a) required to present the Space Systems Division as a stand alone\nentity, including certain liabilities or reserves which may\npreviously have been recorded at the headquarters level and were\nincluded in the August Balance Sheet, and (b) appropriate to a \nbalance sheet being prepared at a financial year end.  Purchaser \nshall, at the request of Seller, cooperate with Seller in the \npreparation of the Closing Date Balance Sheet.\n\n     4.4    Preparation of Closing Statement of Net Assets to be\nSold and Closing Reconciling Statement.  As promptly as\npracticable, but no later than sixty (60) days following the\nClosing Date, Seller shall prepare, or cause to be prepared, the\nClosing Statement of Net Assets to be Sold, which shall be based\nupon the Closing Date Balance Sheet and which shall:\n\n                    (i)  except as otherwise provided in the \nremainder of this Section 4.4, be prepared in accordance with GAAP\non a basis consistent with the Closing Date Balance Sheet;\n\n                    (ii) make the same adjustments as \nwere made to the Initial Statement of Net Assets to be Sold as \nprovided for by Section 4.2;\n\n                    (iii) be adjusted to remove the effects, if\nany, resulting from any change in the assets or liabilities of the\nSpace Systems Division during the period after the Initial\nStatement of Net Assets to be Sold through the Closing Date, caused\nby any write-ups or similar re-evaluations in the book value of any\nof the Assets that are not realizable within 12 months after the\nClosing Date Balance Sheet;\n\n                    (iv) include an adjustment for any \ndifferences noted between a physical count of all fixed assets, \nequipment and inventories which are noted as a result of any\nphysical inventory observation procedures conducted by Arthur\nAndersen;\n\n                    (v)  except as otherwise provided in \nclause (vi), for those Contracts accounted for under the percentage\nof completion method (Titan\/Centaur program), the earnings accrual \nrates applied to Contracts in process, and for those Contracts \naccounted for under the completed contract method (Atlas Program), \nthe estimates at completion applied to Contracts in process, shall,\nin each case, be identical to those used in the preparation of the \nInitial Statement of Net Assets to be Sold (the significant\nestimate-at-complete assumptions underlying the Initial Statement\nof Net Assets to be sold are reflected in Schedule 4.2);\n\n                    (vi) except with respect to the Atlas Program,\nmake those adjustments to the earnings accrual rates and estimates\nat completion underlying the Closing Statement of Net Assets to be\nSold which are of such a nature as would under GAAP consistently\napplied require a change in the cost estimates at completion;\n\n                    (vii) eliminate any amount that has been\nrecorded in any asset account to the extent that the benefits\nassociated with the related asset cannot be transferred to or\nrealized by Purchaser, including, without limitation, any amounts\n(i) intended to reflect potential prospective benefits of the\ncarryover of losses or of tax benefits or attributes of the Space\nSystems Division from periods prior to or ending on or as of the\nClosing Date Balance Sheet, and (ii) in respect of any insurance\npolicy covering any of the Assets if such insurance policy and the\nbenefits thereof will not be assigned or otherwise transferred to\nthe Purchaser at the Closing; provided, however, that, for the\npurposes of the foregoing, Purchaser and Seller agree that this\nsubsection shall not be construed to prevent an amount from being\nrecorded in an asset account if Purchaser's sole basis for\nexcluding it is that the benefit will not be realized because the\nestimates at completion on the Atlas Program are not sufficiently\nconservative; and\n\n                    (viii) eliminate all cash balances, \nincluding all negative cash balances.\n\nThe resulting document shall hereinafter be referred to as the\n\"Closing Statement of Net Assets to be Sold.\"  Seller shall provide\nto Purchaser in conjunction with the Closing Statement of Net\nAssets to be Sold, the Closing Reconciling Statement which shall\ntrace, reconcile and explain in reasonable detail all adjustments\nmade to the Closing Date Balance Sheet in order to comply with this\nSection 4.4.  The resulting document shall hereinafter be referred\nto as the \"Closing Reconciling Statement.\"\n\n     4.5    Audit.  Seller has engaged, or immediately \nupon execution of this Agreement shall engage, at Seller's expense,\nArthur Andersen to conduct an examination of the Closing Date\nBalance Sheet in accordance with generally accepted auditing\nstandards and to issue an unqualified report thereon.  Arthur\nAndersen's judgment as to the audit scope and materiality threshold\nfor proposed adjusting entries shall not be restricted by any\nlimitations imposed by Seller or Purchaser.  In addition, Arthur\nAndersen shall report on the Closing Statement of Net Assets to be\nSold and attest that the Closing Statement of Net Assets to be Sold\nwas prepared in accordance with Section 4.4.  Seller shall agree to\nand shall make any adjustments necessary to (i) the Closing Date\nBalance Sheet in order to obtain and deliver to Purchaser as soon\nas is practicable, but no later than sixty (60) days after the\nClosing Date, Arthur Andersen's unqualified report thereon (except\nfor (a) the going concern statement and (b) the fact that the\nClosing Date Balance Sheet contains no accrual for current federal\nincome taxes and deferred federal and state income taxes) and (ii)\nthe Closing Statement of Net Assets to be Sold in order to obtain\nand deliver to Purchaser as soon as is practicable, but no later\nthan sixty (60) days after the Closing Date, Arthur Andersen's\nreport attesting that the Closing Statement of Net Assets to be\nSold was prepared in accordance with this Article IV of this\nAgreement (the \"Attestation Report\").\n\n     4.6    Review of Closing Statement of Net Assets to \nbe Sold.\n\n            (a) For a period of thirty (30) days after the \ndelivery of the last to be delivered of the Closing Date Balance \nSheet and Arthur Andersen's unqualified report thereon or the\nClosing Statement of Net Assets to be Sold and Arthur Andersen's\nAttestation Report thereon, Purchaser and Purchaser's independent\naccountants shall be entitled to review such documents and submit\nto Arthur Andersen in writing any suggestions for changes to the\nClosing Statement of Net Assets to be Sold that Purchaser believes\nare appropriate in order to cause the Closing Statement of Net\nAssets to be Sold to be prepared in accordance with the\nrequirements of this Agreement.  Any suggestions submitted to\nArthur Andersen shall be accompanied by a reasonable explanation of\nPurchaser's basis for the suggested change and shall concurrently\nbe submitted to Seller.  Purchaser acknowledges that with respect\nto the Space Systems Division's accounting for its Atlas Program,\nwhich is included in the audited Closing Statement of Net Assets to\nbe Sold, Purchaser will not challenge the underlying accounting\npractices that are used for the Atlas Program, as long as such\naccounting practices are consistent with those practices that were\nused in the preparation of the Initial Statement of Net Assets to\nbe Sold.  For a period of fifteen (15) days after the expiration of\nsuch thirty (30) day period, the parties shall consult with each\nother and with Arthur Andersen to determine if any such suggested\nchanges and\/or the proposed responses thereto may be resolved to\nthe mutual satisfaction in writing of each party hereto.  If any\nsuch suggested change and\/or the proposed responses thereto shall\nnot have been resolved to the mutual written satisfaction of each\nparty hereto (the \"Unresolved Changes\") within such fifteen (15)\nday period or such additional period as the parties may mutually\nagree upon in writing, an independent auditing firm of recognized\nnational standing (the \"Arbiter\") shall be  selected by Purchaser\nand Seller, which shall not be the regular auditing firm of\nPurchaser or Seller, to review the Unresolved Changes.  The parties\nhereto shall present their differences in writing (each party\nsimultaneously providing to the other a copy of all documents\nsubmitted) to the Arbiter and shall cause the Arbiter promptly to\nreview this Agreement and the Unresolved Changes and determine, as\nthe Arbiter deems necessary or appropriate, to what extent the\nUnresolved Changes are appropriate in order to cause the Closing\nStatement of Net Assets to be Sold to be prepared (i) in accordance\nwith GAAP consistently applied, (ii) on a basis consistent with the\nInitial Statement of Net Assets to be Sold, and (iii) in accordance\nwith this Agreement.  In reaching such resolution, the Arbiter\nshall consider only the Unresolved Changes, it being understood\nthat the Arbiter shall not be retained to conduct its own\nindependent audit or review, but rather shall be retained to \nresolve specific differences between Purchaser and Seller within\nthe range of such differences.  The resolution by the Arbiter of\nthe Unresolved Changes shall be reflected in the Closing Statement\nof Net Assets to be Sold.  Within three (3) days after the\nresolution of the Unresolved Changes or, if there were no\nUnresolved Changes, within three (3) days after the expiration of\nthe requisite review period, such Closing Statement of Net Assets\nto be Sold (the \"Final Closing Statement of Net Assets to be Sold\")\nshall be delivered concurrently to Purchaser and Seller and shall\nbe final and binding upon the parties hereto.  Purchaser and Seller\nshall each pay one-half of the costs of the Arbiter.\n\n            (b)     For purposes of complying with the terms \nset forth in this Article IV, each party shall cooperate with and \nmake available to the other party and its auditors and\nrepresentatives, all information, records, data, auditors' working \npapers, and access to its personnel and shall permit access to its \nfacilities as may be reasonably required in connection with the \npreparation and analysis of the Closing Statement of Net Assets to\nbe Sold, and the resolution of any Unresolved Changes or other \ndispute(s) thereunder.  Without limiting the generality of the \nforegoing, (i) Seller shall permit Purchaser and its independent \naccountants and representatives (A) to review all working papers\nand computations prepared or used by Seller in preparing such\nfinancial statements and in making any adjustments thereto, (B) to\nreview and have access to all working papers and computations\nprepared or used by Arthur Andersen or any independent accounting\nfirm retained by Seller to review or assist in the preparation of\nsuch financial statements, (C) to observe and participate in the\ntaking of the physical count of any of the fixed assets, equipment\nand inventories of the Space Systems Division deemed necessary by\nArthur Andersen, and (D) to review all Documents and other relevant\ndata of the Space Systems Division, and (ii) Purchaser shall permit\nSeller and its independent public accountants and representatives\nto (A) review all working papers and compilations used by Purchaser\nin reviewing the Closing Statement of Net Assets to be Sold and in\nsuggesting any proposed adjustments thereto, (B) have reasonable\naccess to the former employees of Seller who became employees of\nPurchaser, (C) to review all working papers used by any independent\naccounting firm retained by Purchaser to review or assist in the\npreparation of any proposed adjustments, and (D) have reasonable\naccess to the Documents and other relevant data of the Space\nSystems Division, in each case, for the purpose of attempting to\nresolve the Unresolved Changes.  After the Closing, Purchaser's\nauditors shall also have access to Arthur Andersen's working papers\nfor the Final Closing Statement of Net Assets to be Sold as\nnecessary for the purpose of providing regular auditing services to\nthe Space Systems Division.\n\n     4.7    Adjustment of Purchase Price.  If the Final \nClosing Net Assets to be Sold are less than the Initial Net Assets\nto be Sold, Seller shall pay to Purchaser, as an adjustment to the \nPurchaser Price, an amount equal to such difference in the manner\nand with interest as provided below.  If the Final Closing Net\nAssets to be Sold exceed the Initial Net Assets to be Sold,\nPurchaser shall pay to Seller, as an adjustment to the Purchaser\nPrice, an amount equal to such excess in the manner and with\ninterest as provided below.  Any such payment pursuant to this\nSection 4.3 shall be made in immediately available funds within ten\n(10) business days after receipt of the Final Closing Statement of\nthe Net Assets to be Sold.  The amount of any payment made pursuant\nto this Section 4.3 shall bear interest from and including the\nClosing Date to, but excluding, the date of payment at the rate per\nannum equal to the rate announced by Citibank, N.A. in the City of\nNew York as its base rate as in effect at the end of the day on the\nClosing Date.\n\n\n\n                         ARTICLE V\n\n            REPRESENTATIONS AND WARRANTIES OF SELLER\n\n     The following representations and warranties are made \nby and with respect to Seller.  Each such representation and\nwarranty shall be deemed to have been made by each of GDC, SSC and\nCLS in their individual capacities.  Accordingly Seller hereby\nrepresents and warrants to Purchaser as follows:\n\n     5.1    Organization and Authority of Seller.  Seller \nis a corporation duly organized, validly existing and in good \nstanding under the laws of the jurisdiction of its incorporation\nwith full power and authority, corporate and otherwise, to own,\nlease and operate its properties and to carry on its business as\nand where presently conducted, to enter into and to perform its\nobligations under this Agreement and each of the Ancillary\nAgreements to which it is a party and to consummate the\ntransactions contemplated hereby and thereby.  Seller is required\nby virtue of the nature and characteristics of the assets, business\nand operations of the Space Systems Division to be duly qualified\nor otherwise authorized to do business as a foreign corporation in\neach jurisdiction set forth in Schedule 5.1, and Seller is so\nqualified and in good standing in each such jurisdiction.\n\n     5.2    Authorization of Agreements.  The execution, \ndelivery and performance of this Agreement and each of the\nAncillary Agreements by Seller have been duly authorized by all\nnecessary action, corporate or otherwise, of Seller, and this\nAgreement has been, and each of the Ancillary Agreements to which\nit is a party will be, duly executed and delivered by Seller and\nthis Agreement constitutes, and each of the Ancillary Agreements to\nwhich it is a party when executed will constitute, the valid and\nbinding obligation of Seller, enforceable in accordance with its\nterms, subject to applicable bankruptcy, insolvency, fraudulent\nconveyance, reorganization, moratorium, and other similar laws now\nor hereafter in effect affecting creditors' rights and remedies\ngenerally and subject, as to enforceability, to general principles\nof equity (regardless of whether enforcement is sought in a\nproceeding at law or in equity).\n\n     5.3    No Conflicts.  The execution, delivery and \nperformance of this Agreement and each of the Ancillary Agreements\nto which it is a party by Seller and the consummation of the\ntransactions contemplated hereby and thereby do not and will not\n(with or without the giving of notice or the passage of time or\nboth) (a) conflict with the certificate of incorporation or by-laws\nof Seller or, except as set forth in Schedule 5.3, conflict with,\nor result in the breach or termination of, or constitute a default\nunder, (1) any Authorization or Contracts or (2) any order,\njudgment, injunction or decree of any court or governmental\nauthority, foreign or domestic, to which Seller is a party or by\nwhich it or any of its assets or properties are bound; (b)\nconstitute a violation of any law, statute or regulation of any\ngovernmental authority, domestic or foreign, applicable to Seller;\nor (c) result in the creation of any lien, charge or encumbrance\nupon any of the assets or properties of the Space Systems Division.\n\n     5.4    Consents.  No consent, approval or authorization of, or\ndesignation, declaration or filing with, any governmental authority\nor other third party is required on the part of Seller in\nconnection with Seller's execution, delivery and performance of\nthis Agreement and the Ancillary Agreements to which it is a party,\nexcept for (a) any required filings with the Federal Trade\nCommission and the Department of Justice pursuant to the HSR Act\nand due expiration of the waiting period (including any extensions)\nthereunder, (b) any novations required in connection with\nGovernment Contracts, (c) any filings required under the Department\nof Defense Industrial Security Manual for Safeguarding Classified\nInformation (the \"DoD Manual\"), (d) any filings required under\nUnited States Export Control Laws, (e) those consents or approvals\nwhich are listed in Schedules 3.1(b) and 5.4 and (f) consents under\nContracts (other than any Government Contract), which Contracts\nindividually or in the aggregate are not material to the Business.\n\n     5.5    Financial Statements.  (a)  Seller has delivered to\nPurchaser balance sheets and statements of operations for the\nBusiness as at and for the periods ended December 31, 1991,\nDecember 31, 1992 and August 29, 1993 (collectively, the \"Financial\nStatements\"), copies of which are attached to Schedule 5.5(a)\nhereto.  All such Financial Statements have been prepared based\nupon the books and records of the Space Systems Division in\nconformity with GAAP consistently applied (except for changes, if\nany, required by GAAP and disclosed therein).  Such statements of\noperations present fairly the results of operations of the Business\nfor the periods covered, and the balance sheets present fairly the\nfinancial condition of the Business as of their respective dates. \nThe August 29, 1993 Financial Statements reflect all adjustments\n(which consist only of normal recurring adjustments or adjustments\nnot material in amount and include, but are not limited to,\nestimated provisions for year-end adjustments) necessary for a fair\npresentation.  Seller has made available to Purchaser copies of\neach management letter or other letter delivered to Seller by\nArthur Andersen relating to any review by Arthur Andersen of the\nother matters of the Business during the five-year period ended\nDecember 31, 1992 or thereafter.  Since December 31, 1992, there\nhas been no change in any of the significant accounting policies,\npractices or procedures of Seller as they relate to the Business.\n\n            (b)     The August Balance Sheet, the Initial Statement\nof Net Assets to be Sold and the Initial Reconciling Statement have\nbeen prepared in accordance with the provisions of Article IV of\nthis Agreement.\n\n            (c)     Set forth in Schedule 5.5(c) is a complete and\ncorrect list of all Atlas Program and Contract cost reserves (i.e.,\nreserves provided for in Seller's estimates at completion),\nreserves for warranties, and reserves for defective pricing\nmaintained by Seller with respect to the Space Systems Division as\nof the date of the Initial Statement of Net Assets to be Sold, and\ndisclosure of any change in such reserves between the date of the\nInitial Statement of Net Assets to be Sold and the Closing Date.\n\n     5.6    Forecasts.  Notwithstanding any disclaimers to \nthe contrary (whether oral or in writing) made by or on behalf of \nSeller, all forward looking statements (including, but not limited \nto, forecasts and projections of revenues, cash flow, income or \nlosses, capital expenditures, or other financial items, management \nplans and objectives for future operations, statements of future \neconomic performance, and statements of the assumptions underlying\nor relating to any of the foregoing), contained in the items\nidentified on Schedule 5.6, were based upon grounds which, to\nSeller's Knowledge, were reasonable when made and were disclosed to\nPurchaser in good faith.  \n\n     5.7    Absence of Certain Developments.  Since August 29,\n1993, there has not been any material adverse change in the\nbusiness, condition (financial or otherwise), revenues, earnings,\nassets, prospects or results of operations of the Space Systems\nDivision, other than changes in the prospects of the Space Systems\nDivision resulting from a General Industry Development.\n\n     5.8    Material Contracts.  (a)  All Contracts of Seller which\nrelate to the Space Systems Division are in full force and effect\nand are valid, binding and enforceable in accordance with their\nterms, except to the extent that the failure, individually or in\nthe aggregate, of any Contract to be valid, binding and enforceable\nwould not have a Material Adverse Effect on the Space Systems\nDivision, and subject to applicable bankruptcy, insolvency,\nfraudulent conveyance, reorganization, moratorium and similar laws\naffecting creditors' rights and remedies generally and subject, as\nto enforceability, to general principles of equity (regardless of\nwhether enforcement is sought in a proceeding at law or in equity). \nSchedule 5.8(a)(1) sets forth a complete and correct list of all\nContracts which contain an obligation on the part of Seller to pay\nmore than $1 million, to which Seller is a party relating to the\nSpace Systems Division, excluding Contracts entered into in the\nordinary course of business relating to products and services\nprovided or to be provided by Seller to customers of the Space\nSystems Division (which Contracts are covered by Section 5.14). \nExcept as set forth in Schedule 5.8(a)(2), there are no defaults or\nthreatened defaults by Seller under any Contract or, to the best of\nSeller's knowledge, by any other party under a Contract, other than\nsuch default or defaults under a Contract (other than a Government\nContract) which would not, individually or in the aggregate, have\na Material Adverse Effect on the Space Systems Division.\n\n            (b)     Except as set forth in Schedules 5.8(b)(1)\nthrough (b)(9), Seller neither has participated in, nor is bound by\nor subject to:  (1) any employment, consulting, sales\nrepresentative or similar Contract relating to the Space Systems\nDivision which is not terminable without penalty or further\nobligation on the part of Seller within 30 days or which contains\nan obligation to pay more than $98,000 per year; (2) any Contract\nwhich could result in the imposition on any Person of an excise tax\nunder Section 4999 of the Code; (3) any Contract of guarantee or\nindemnification by Seller on behalf of the Space Systems Division\nrunning to any Person which involves, individually or in the\naggregate, an amount of more than $100,000; (4) any indebtedness of\nSeller on behalf of the Space Systems Division for borrowed money;\n(5) any indebtedness of whatsoever nature (including, without\nlimitation, open account indebtedness) to any Affiliate of Seller\nor any Contract with or to any Affiliate of Seller; (6) any\nContract containing any covenant limiting the freedom of Seller in\nrespect of the business or operations of the Space Systems Division\nto engage in any line of business or compete with any Person or in\nany geographic area; (7) any Contract relating to the disposition\nor acquisition of the assets of, or any interest in, any business\nenterprise which relates to the Space Systems Division; (8) any\nContract relating to capital expenditures in respect of the Space\nSystems Division not reflected in the capital spending plan annexed\nto Schedule 5.8(b)(8) and involving future payments which, together\nwith future payments under all other Contracts relating to the same\ncapital project, exceed $100,000; or (9) except for Contracts\nentered into with customers and suppliers of the Space Systems\nDivision in the ordinary course of business, any other Contract\nwhich relates to the Space Systems Division and which involves\n$100,000 or more and which is not cancelable without penalty within\n30 days.\n\n            (c)     Seller has made available or delivered to\nPurchaser complete and correct copies of all Contracts of Seller\nthat relate to the Space Systems Division, together with all\namendments thereto, which involve $98,000 or more.\n\n            (d)     Schedule 5.8(d) sets forth all bids, proposals\nor quotations made by the Space Systems Division and which were\noutstanding as of August 29, 1993 (which shall be updated as of the\nClosing Date).  Schedule 5.8(d) identifies each such bid, proposal\nor quotation by number and the party to which such bid, proposal or\nquotation was made, the proposed price and Seller's current\nassessment of profit or loss at completion for each such bid,\nproposal or quotation.  Except as set forth on Schedule 5.8(d),\nthere are no outstanding bids, proposals or quotations made by the\nSpace Systems Division for which the total costs estimated at the\ntime of the bid, including allocable overhead and general and\nadministrative expenses, as estimated in good faith by Seller,\nwould result in a net loss on the applicable Contract.\n\n     5.9    Employee Benefit Plans.  (a)  Schedule 5.9(a) contains\na complete and correct list of all Employee Benefit Plans and any\nother employee benefit arrangements or payroll practices,\nincluding, without limitation, employment agreements, severance\nagreements, executive compensation arrangements, incentive programs\nor arrangements, sick leave, vacation pay, severance pay policy,\nplant closing benefits, salary continuation for disability,\nconsulting or other compensation arrangements, workers'\ncompensation, retirement, deferred compensation, bonus, stock\npurchase, hospitalization, medical insurance, life insurance,\ntuition reimbursement or scholarship programs, any plans providing\nbenefits or payments in the event of a change of control, change in\nownership, or sale of a substantial portion (including all or\nsubstantially all) of the Assets of the Seller or the Business,\nmaintained by Seller or to which Seller has contributed or is or\nwas obligated to make payments, in each case with respect to any\nemployees (or, if the Seller has any existing liability, former\nemployees) of Seller who are employed in the Space Systems Division\n(hereinafter, the \"GD Employee Benefit Plans\").  All Employee\nPension Plans maintained by Seller, or to which Seller has\ncontributed or is obligated to contribute, in each case with\nrespect to any employees of Seller who are employed in the Space\nSystems Division (hereinafter, the \"GD Employee Pension Plans\") are\nseparately listed on Schedule 5.9(a).  Schedule 5.9(a) clearly\nidentifies all GD Employee Benefit Plans which are (i)\nMultiemployer Plans, (ii) multiple employer plans subject to\nSections 4063 and 4064 of ERISA (\"Multiple Employer Plans\"), (iii)\nplans other than Multiemployer Plans and Multiple Employer Plans\nthat are subject to Section 412 of the Code, (iv) plans intended to\nqualify under Section 401 of the Code, and (v) \"welfare benefit\nplans\" within the meaning of Section 3(1) of ERISA (\"GD Welfare\nPlans\") which provide for continuing benefits or coverage for any\nparticipant or any beneficiary of a participant after such\nparticipant's termination of employment except coverage or benefits\nrequired by Section 4980B of the Code if paid 100% by the\nparticipant.  Schedule 5.9(a) describes, and provides copies where\napplicable, of each written communication made prior to the date\nhereof by any officer of Seller or the Director of Human Resources\nof the Space Systems Division or any fiduciary with respect to the\nGD Employee Benefit Plans to present employees of the Space Systems\nDivision regarding any Employee Benefit Plan or other\nemployee-related practice, policy, or arrangement with respect to\nthis Agreement.\n\n            (b)     Except as set forth on Schedule 5.9(b):\n\n                    (1)  the GD Employee Pension Plans which are\ndefined contribution plans intended to qualify under Section 401 of\nthe Code (the \"GD Savings Plans\") are so qualified and the trusts\nmaintained pursuant thereto are exempt from federal income taxation\nunder Section 501 of the Code, and nothing has occurred with\nrespect to the operation of the GD Savings Plans which could cause\nthe loss of such qualification or exemption or the imposition of\nany material liability, penalty, or tax under ERISA or the Code;\n\n                    (2)  to Seller's Knowledge, no GD Employee\nBenefit Plans have been amended in any manner which would require\nthe posting of a security under Section 401(a)(29) of the Code or\nSection 307 of ERISA;\n\n                    (3)  there are no Multiemployer Plans or\nMultiple Employer Plans in which employees of the Space Systems\nDivision currently participate or have participated in within the\nlast five (5) years;\n\n                    (4)  true, correct and complete copies of the\nfollowing documents, with respect to each of the GD Employee\nBenefit Plans (exclusive of the defined benefit plans covering\nemployees who are not members of bargaining units identified on\nSchedule 5.22) (the \"GD Savings and Welfare Plans\"), have been made\navailable or delivered by Seller to Purchaser:  (A) all plan\ndocuments, including trust agreements, insurance policies and\nservice agreements and amendments thereto, (B) the most recent\nForms 5500 and any financial statements attached thereto and those\nfor the prior two years, (C) the last Internal Revenue Service\ndetermination letter, (D) summary plan descriptions, (E) the most\nrecent actuarial reports and those for the prior two years, if any,\nand (F) written descriptions of all non-written agreements relating\nto any such plan;\n\n                    (5)  to Seller's Knowledge, there are no\nmaterial pending claims or lawsuits which have been asserted or\ninstituted against the GD Employee Benefit Plans, the assets of any\nof the trusts under such plans or the plan sponsor or the plan\nadministrator, or against any fiduciary of the GD Employee Benefit\nPlans (other than routine benefit claims) nor does Seller have\nknowledge of facts which could form the basis for any such claim or\nlawsuit;\n\n                    (6)  all amendments and actions required to\nbring the GD Savings Plans into conformity in all material respects\nwith all of the applicable provisions of ERISA, the Code and any\nother applicable laws (including the rules and regulations\nthereunder) have been made or taken except to the extent that such\namendments or actions are not required by law to be made or taken\nuntil a date after the Closing Date and are disclosed on Schedule\n5.9(b)(6);\n\n                    (7)  to Seller's Knowledge, the GD Employee\nBenefit Plans have been maintained, in all material respects, in\naccordance with their plan documents and with all provisions of the\nCode and ERISA (including rules and regulations thereunder) and\nother applicable law, and neither Seller nor any \"party in\ninterest\" or \"disqualified person\" with respect to the GD Employee\nBenefits Plans has engaged in a \"prohibited transaction\" within the\nmeaning of Section 4975 of the Code or Title I, Part 4 or ERISA;\n\n                    (8)  to Seller's Knowledge, Seller has not\nincurred any outstanding liability under Section 4062 of ERISA to\nthe PBGC, to a trust established under Section 4041 or 4042 of\nERISA, or to a trustee appointed under Section 4042 of ERISA; and\n\n                    (9)  none of the GD Employee Benefit Plans\ncontain any provisions which would prohibit the transactions\ncontemplated by this Agreement or any Ancillary Agreement or which\nwould give rise to any severance, termination or other payments as\na result of the transactions contemplated by this Agreement or any\nAncillary Agreement.\n\n            (c)     Schedule 5.9(c) contains the most recent\nquarterly listing of workers' compensation claims and a schedule of\nworkers' compensation claims of the Space Systems Division for the\nlast three fiscal years.\n\n            (d)     Except as disclosed on Schedule 5.9(d), Seller\nhas not prepaid or prefunded any GD Welfare Plan through a trust,\nreserve, premium stabilization or similar account.\n\n     5.10   Litigation; Violation of Law.  (a)  Except as set forth\non Schedule 5.10(a), there are no judicial, arbitral or\nadministrative actions, proceedings, investigations or audits\n(including, but not limited to, the audits and investigations set\nforth in Section 5.10(b) hereof) pending or overtly threatened that\nquestion the validity of this Agreement or any of the Ancillary\nAgreements to which Seller is a party or any action taken or to be\ntaken by Seller in connection with this Agreement or any of the\nAncillary Agreements to which it is a party, or which, if adversely\ndetermined, would have a material adverse effect upon Seller's\nability to enter into or perform its obligations under this\nAgreement or any of the Ancillary Agreements to which it is a\nparty.\n\n            (b)     Except as set forth on Schedules 5.10(b)(1)\nthrough (b)(3):  (1) there are no suits, claims, actions, or legal,\nadministrative, arbitration or other proceedings or governmental\ninvestigations or audits (other than routine audits under\nGovernment Contracts the outcome of which would not have a material\nadverse effect on the Business, the Space Systems Division or any\nContract) with respect to the Space Systems Division, including,\nwithout limitation, any thereof related to any Government Contract\nor other Contract to which Seller is a party, pending or overtly\nthreatened; (2) there are no orders, injunctions or decrees\noutstanding against Seller related to any Government Contract or\nother Contract to which the Space Systems Division (or Seller, in\nconnection with the Space Systems Division) is a party or pursuant\nto which the Space Systems Division is performing services or\nsupplying goods; and (3) to Seller's Knowledge, there are no\nclaims, whether asserted or unasserted, or other assertions of\nliability against Seller which relate to the Space Systems Division\nand in each case, (A) in which relief other than, or in addition\nto, money damages from Seller is sought, or (B) in which recovery\nof money damages from Seller in an amount (individually or in the\naggregate for all such claims and assertions of liability) in\nexcess of $250,000 is sought.\n\n            (c)     Except as set forth in Schedule 5.10(c), Seller\nhas not received any notice of violation of, and Seller is not in\nviolation of, any applicable federal, state, local or foreign law,\nstatute, ordinance, order, rule or regulation, or judgment entered\nby any federal, state, local or foreign court or governmental\nauthority, relating in each case to the operation, conduct or\nownership of the properties or businesses of the Space Systems\nDivision, including but not limited to, the federal antitrust laws,\nthe state antitrust laws, the federal securities laws, the state\nsecurities laws (so called \"Blue Sky\" and similar laws), and all\nother federal, state or local laws, regulations or ordinances\npertaining to the Business, except for any such violations, which,\nindividually or in the aggregate, would not have a Material Adverse\nEffect on the Space Systems Division; PROVIDED, HOWEVER, that\nnothing contained herein shall modify knowledge qualifications\nincluded within the representations and warranties set forth in\nSections 5.9, 5.14, 5.18 and 5.20.\n\n            (d)     All Authorizations necessary to the current\noperations of the Space Systems Division are set forth on Schedule\n5.10(d) and are in full force and effect without any default\nhereunder by Seller (other than Authorizations which, if not\ncurrently held by Seller, do not adversely affect in any material\nrespect Seller's ability to conduct the business of the Space\nSystems Division and which can be readily obtained without\nsignificant cost or penalty) or, to Seller's Knowledge, by any\nother party thereto, and Seller has not received any notice,\nwritten or oral, of any claim or charge that Seller is currently in\nviolation of or in default under any Authorization or\nAuthorizations necessary to any of the current operations of the\nSpace Systems Division.\n\n     5.11   Tax and Other Returns and Reports  (a)  Except as set\nforth in Schedule 5.11(a):  (1) all federal Tax Returns, all state\nand local income or franchise Tax Returns, and all other Tax\nReturns (or extensions relating thereto) required to be filed by\nSeller have been filed on a timely basis with the appropriate\ngovernmental agencies in all jurisdictions in which such Tax\nReturns are required to be filed and all Taxes shown as due thereon\nhave been timely paid; (2) all Taxes (other than federal or\ndeferred state Taxes measured or assessed on the net income of\nSeller, including deferred state franchise Taxes) imposed on Seller\n(whether or not shown on any Tax Return) in respect of any taxable\nperiod (or portion thereof) ending on or prior to the Closing Date\n(A) have been fully and timely paid or (B) are and will be\nadequately provided for on the Closing Statement of Net Assets to\nbe Sold and are not and will not be material, individually or in\nthe aggregate, to the Space Systems Division; provided, however,\nthat the representations and warranties set forth in this Section\n5.11(a) are made only to the extent that Taxes (i) are or may\nbecome liens on the Purchased Assets or (ii) for which Purchaser is\nor may be liable in the capacity of transferee of the Purchased\nAssets.\n\n            (b)     Except as set forth in Schedule 5.11(b), none\nof the Assets is (1) \"tax-exempt use property\" within the meaning\nof Section 168(h)(1) of the Code, (2) used predominantly outside\nthe United States within the meaning of Prop. Reg. Section\n1.168-2(g)(5), (3) \"tax-exempt bond financed property\" within the\nmeaning of Section 168(g)(5) of the Code, or (4) \"limited use\nproperty\" as that term is used in Rev. Proc. 76-30.  Following the\nClosing, none of the Assets will be property that Purchaser or any\nof its Affiliates will be required to treat as being owned by any\nother Person pursuant to the provisions of Section 168(f)(8) of the\n1954 Code.\n\n            (c)     Seller is not a foreign person within the\nmeaning of Section 1445 of the Code.\n\n            (d)     With respect to Leased Assets placed in service\non or before the date hereof, and except as a result of acts,\nerrors or omissions, including breaches of representations, by the\nlessee thereunder, each of the Lease Contracts (excluding property\nsold on installment sales contracts) will be treated as a \"true\nlease\" for federal income tax purposes.\n\n            (e)     The transactions contemplated by this Agreement\nare not subject to tax withholding pursuant to the provisions of\nSection 3406 or Subchapter A of Chapter 3 of the Code or any other\nprovision of applicable law.\n\n     5.12   Absence of Undisclosed Liabilities.  (a)  Except as set\nforth on Schedule 5.12, Seller does not have, in connection with\nthe Space Systems Division, any liabilities or obligations, either\naccrued, contingent or otherwise, of a type normally reflected on\na balance sheet or disclosed in a footnote thereto prepared in\naccordance with GAAP (including all liabilities and accruals\nnecessary to present the Space Systems Division as a stand alone\nentity inclusive of any liabilities which may have previously been\nrecorded at the corporate office level), (1) which, if existing as\nof December 31, 1992, or August 29, 1993, have not been reflected\nin the Financial Statements; or (2) which, if incurred since the\ndate of the August 29, 1993 Financial Statements will not be\nreflected in the Final Closing Statement of Net Assets to be Sold,\nexcept for liabilities arising after the date of the August 29,\n1993 Financial Statements and discharged prior to the Closing Date.\n\n            (b)  Except as set forth on Schedule 5.12, since\nDecember 31, 1992, there has not been, occurred or arisen:  (1) any\ndamage or destruction to properties or assets of Seller, whether\ncovered by insurance or not, which had or may have a Material\nAdverse Effect on the Space Systems Division; (2) any increase in\nthe compensation payable, or to become payable, by Seller to any\nofficer or employee employed in the Space Systems Division whose\nremuneration during 1992 exceeded the rate of $75,000 per year, or\nany increase in benefits or benefit plan costs or any material\nchange in any bonus, insurance, pension, compensation or other\nbenefit plan made for or with or covering any officer or employee\nof Seller employed in the Space Systems Division; or (3) any waiver\nby Seller of any rights which, individually or in the aggregate,\nwould have a Material Adverse Effect on the Space Systems Division.\n\n     5.13   Affiliate Agreements.  Except as set forth on Schedule\n5.13(a), there are no Contracts between Seller and its Affiliates\nin connection with the Space Systems Division, including, without\nlimitation, any such Contracts relating to the provision of any\nservices by Seller to any such Affiliate, or by any such Affiliate\nto Seller, which Contracts are not terminable at will by Seller\nwithout penalty.  Schedule 5.13(b) sets forth a list of all\ninterdivisional Contracts and invoices outstanding as of the date\nof this Agreement which relate to (i) the provision of products or\nservices to the Space Systems Division by any other division, unit,\nSubsidiary or other Affiliate of Seller or (ii) the provision of\nproducts or services by the Space Systems Division to any other\ndivision, unit, Subsidiary or other Affiliate of Seller.\n\n     5.14   Contracts for the Sale of Products or Services. (a) \nSchedule 5.14(a) contains a complete and accurate list of all\nContracts pursuant to which Seller provides, or has \nagreed to provide, products or services to customers of the Space \nSystems Division, including both commercial Contracts and\nGovernment Contracts, but excluding Contracts which\nindividuallyinvolve a dollar amount of less than $500,000.\n\n            (b)     Except as set forth on Schedules 5.14(b)(1)\nthrough (b)(14):\n\n                    (1)  The Space Systems Division has complied in\nall material respects with all applicable federal procurement laws\nand regulations including, without limitation, the Truth in\nNegotiations Act, the Federal Acquisition Regulation, the Defense\nFederal Acquisition Regulation Supplement, the National Aeronautics\nand Space Administration Federal Acquisition Regulation Supplement,\nthe Department of Energy Acquisition Regulation and the \nProcurement and Integrity Act;\n\n                    (2)  All of the Contracts set forth on\nSchedules 5.8 and 5.14(a) and the Leases set forth on Schedule 5.20\nare valid and are binding on the parties thereto and the Space\nSystems Division is in compliance in all material respects with all\nterms and conditions in such Contracts;\n\n                    (3)  The pricing, cost accounting, estimating,\nproperty and resource planning and procurement systems relating to\nthe Space Systems Division have been disclosed to the extent\nrequired by law or regulation to the United States government and\nsuch disclosures are in compliance in all material respects with\napplicable federal procurement law regulations;\n\n                    (4)  Neither Seller, nor any officer, director,\nemployee, agent, or representative of Seller or the Space Systems\nDivision has made, with respect to the Business (i) any illegal\npolitical contributions, (ii) payments from corporate funds not\nrecorded on the books and records of Seller or the Space Systems\nDivision, as the case may be, (iii) payments from corporate funds\nthat were falsely recorded on the books and records of Seller or\nthe Space Systems Division, as the case may be, (iv) any payments\nfrom corporate funds, promises to pay, or authorization of payment,\nor offer, gift or promise to give, to any government officials or\nany foreign political party, official thereof or candidate for\nforeign political office, or to any person while knowing that all\nor a portion of such funds will be offered directly or indirectly\nto any foreign official or any foreign political party, party\nofficial, or candidate for foreign political office for the purpose\nof influencing the action of such official, party official, or\ncandidate for political office or the action of the government, or\nforeign political party, in order to obtain, retain or direct\nbusiness to or obtain, retain or direct licenses or other special\ntreatment for the Space Systems Division;\n\n                    (5)  Seller, with respect to the Space Systems\nDivision, has never been debarred or suspended from participation\nin the award of Contracts or subcontracts or from otherwise\nconducting business with the United States government or any agency\nthereof, nor are there any facts or circumstances which may form\nthe basis of a debarment or suspension proceeding;\n\n                    (6)  To Seller's Knowledge there are no actual,\nasserted or threatened performance or administrative deficiencies\nunder any Contract, and Seller has not received any notice of a\nperformance or administrative deficiency, any stop work orders,\nterminations, cure notices or notices of default under any of the\nContracts;\n\n                    (7)  The Space Systems Division holds such\nsecurity clearances as are required to perform its respective\nContracts or subcontracts.  There are no facts or circumstances\ncurrently existing or which have occurred that could result in the\nsuspension or termination of such clearances, or that could render\nthe Space Systems Division ineligible for such security clearances\nin the future.  All security measures required by the Department of\nDefense Industrial Security Manual have been implemented in all\nmaterial respects;\n\n                    (8)  There are no Contracts for the sale of\nproducts or services by the Space Systems Division for which the\nmost recent estimated costs at completion, including allocable\noverhead and general and administrative expenses, as estimated in\ngood faith by Seller, exceed the contract price;\n\n                    (9)  There is no unexercised option for the\nsale of products or services by the Space Systems Division for\nwhich the most recent estimated total costs of completing the\nunexercised option, including allocable overhead and general and\nadministrative expenses, as estimated in good faith by Seller,\nwould result in a net loss on the applicable Contract;\n\n                    (10)  There are no Contracts for the sale of\nproducts or services by the Space Systems Division for which, at\nthe time of the most recent scheduled contract milestone, the work\nschedule was over 60 days late or, in the absence of scheduled\ncontract milestones, is currently estimated to be over 60 days late\nand, in each case, where such delinquency could reasonably be\nexpected to have a material adverse effect on the ability of the\nSpace Systems Division to perform the Contract without default or\npenalty;\n\n                    (11)  There are no Contracts for the sale of\nproducts or services by the Space Systems Division which include\nprovisions for a reduction in price or a liquidated damages clause\nfor late delivery;\n\n                    (12)  There are no Contracts for the sale of\nproducts or services by the Space Systems Division which require\nSeller to be an account party to a letter of credit or bank\nguarantee which allows the beneficiary to draw funds without the\nspecific consent of the account party, in the absence of an\narbitration or judicial ruling in favor of the beneficiary;\n\n                    (13)  There is no outstanding bid for the sale\nof products or services where performance has begun or will begin\nprior to Contract award, nor are there any existing Contracts that\nare being performed without contractual funding; and\n\n                    (14)  There are no claims or requests for\nequitable adjustment outstanding or, to the Seller's Knowledge,\nthreatened under any Contracts in process.\n\n     5.15   Export Control and Related Matters.  (a)  Seller and\nthe Space Systems Division are in compliance with all United States\nExport Control Laws, and are in compliance in all material respects\nwith all Foreign Export Control Laws.\n\n            (b)     The Space Systems Division has all necessary\nauthority under the Export Control Laws to conduct operations\nincluding, but not limited to, (1) all necessary licenses for any\npending export transactions, (2) all necessary licenses and\nclearances for the disclosure of information to foreign persons and\n(3) all necessary registrations with government agencies with\nauthority to implement the Export Control Laws.\n\n            (c)     Neither Seller nor the Space Systems Division\nhas participated directly or indirectly in any boycotts or other\nsimilar practices in violation of the regulations of the United\nStates Department of Commerce or Section 999 of the Code.\n\n     5.16   Cooperative Business Agreements.  Schedule 5.16\ncontains a complete and correct list of all of the teaming\narrangements, MOUs and MOAs to which Seller is a party and which\nrelate to the Space Systems Division.  Seller does not own any\nJoint Venture Interests which relate to the Space Systems Division. \nEach such agreement is the valid, binding, and enforceable\nobligation of Seller and, to Seller's knowledge, the other party or\nparties thereto, and is in full force and effect, subject to\napplicable bankruptcy, insolvency, fraudulent conveyance,\nreorganization, moratorium, and other similar laws now or hereafter\nin effect affecting creditors' rights and remedies generally and\nsubject, as to enforceability, to general principles of equity\n(regardless of whether enforcement is sought in a proceeding at law\nor in equity).  Neither Seller nor, to Seller's knowledge, the\nother party or parties thereto, is in breach of any material terms\nof any such agreement.\n\n     5.17   Personal Property. (a)  Except as set forth on Schedule\n5.17(a), Seller now has, and on the Closing Date will have, good\nand valid title to all such tangible personal Property owned by it\nas of the date of this Agreement and utilized in the operations of\nthe Space Systems Division and the Business, free and clear of all\nliens, security interests, mortgages, claims, levies, charges,\npledges, hypothecations, conditional sale or retention contracts\nand encumbrances of any nature whatsoever (collectively, \"Liens\"),\nexcept for Liens of the type referred to in Section 5.20(a)(v)\nhereof.   Except as set forth on Schedule 5.4 and Schedule 5.17 and\nassuming Purchaser has or obtains all the Authorizations set forth\non Schedule 5.10(d), upon consummation of the transactions\ncontemplated by this Agreement Purchaser will be entitled to\ncontinue to use all tangible personal Property owned or used by the\nSpace Systems Division on the date hereof.  All such tangible\npersonal Property of whatsoever nature owned or leased by Seller\nwhich is material to the business, condition (financial or\notherwise), revenues, earnings, assets, prospects or results of\noperations of the Space Systems Division, are \"Assets\" as defined\nin this Agreement, and are in good operating condition and repair,\nordinary wear and tear excepted, and are suitable for the purposes\nfor which they are currently being used.\n\n            (b)     Schedule 5.17(b) contains a complete and\ncorrect list of all government-owned Property, including, without\nlimitation, tooling and test equipment, provided under, necessary\nto perform the obligation under, or for which Purchaser could be\nheld accountable under, the Government Contracts transferred to\nPurchaser pursuant to this Agreement and such government-owned\nProperty is maintained by Seller in accordance with a government\napproved property management system.\n\n     5.18   Environmental Matters.  Except as disclosed in Schedule\n5.18, (i) the operations of the Space Systems Division comply in\nall respects with all applicable Environmental Laws, except where\nnoncompliance would not, in the aggregate, result in any damage,\nloss, liability or expense in excess of $100,000, (ii) the Space\nSystems Division has all appropriate Permits necessary for its\noperations, all such Permits are in full force and effect and the\nSpace Systems Division is in compliance with all terms and\nconditions of such Permits; (iii) none of the operations of the\nSpace Systems Division is subject to any judicial or administrative\ncivil or criminal proceeding alleging the violation of any\napplicable Environmental Laws nor, to Seller's Knowledge, has any\nsuch proceeding been threatened; (iv) to Seller's Knowledge, none\nof the operations of the Space Systems Division is the subject of\nany federal, state or local investigation evaluating whether any\nRemedial Action is needed to respond to a Release of any\nContaminant into the environment; (v) neither Seller nor any of its\nSubsidiaries or, to Seller's Knowledge, any predecessor of Seller\nor any Subsidiary has filed any notice under federal or state law\nindicating past or present treatment, storage, or disposal of a\nhazardous waste (as defined under 40 C.F.R. Parts 260-270 or\nsimilar state hazardous waste management program in effect as of\nthe date of this Agreement) or Contaminant or any state equivalent,\nor reporting a spill or Release of a Contaminant into the\nenvironment; (vi) the Space Systems Division has no known liability\nin connection with any Release of any Contaminant into the\nenvironment; (vii) the Space Systems Division has not released any\nContaminant into the environment (including air, surface water,\ngroundwater, and subsurface strata) or in the vicinity of any\npremises owned, leased or operated by the Space Systems Division,\nand, to Seller's Knowledge, neither has any lessee, prior owner, or\nother person; (viii) no asbestos, PCBs, radioactive material\n(including radon gas other than that which is naturally occurring),\nUFI, underground storage tanks or surface impoundments are on the\nFacilities; (ix) no lien in favor of any governmental authority for\n(A) any liability under Environmental Laws, or (B) damages arising\nfrom or costs incurred by such governmental authority in response\nto a Release of a Contaminant into the environment has been filed\nor attached to the Facilities; (x) there are no conditions or set\nof facts which exist that, if known, would give rise to any matters\nreferred to in clause (iii), (iv), (vi) or (ix) above; (xi) there\nare no judgments, decrees, administrative orders or settlement\nagreements outstanding against Seller which, in the aggregate,\nrequire or could require Seller or any Subsidiary to expend over\n$100,000 to maintain or achieve compliance therewith or which, in\nthe aggregate, require or could require the payment of a fine,\npenalty, damages or any other payment in excess of $100,000;  (xii)\nthere are no requirements under any of the Permits which, in the\naggregate, require or would require the Seller or any Subsidiary\n(y) to expend over $100,000 in capital expenditures to maintain\ncompliance therewith, or (z) to make non-capital expenditures\nwhich, in the aggregate, exceed the amounts specifically provided\nfor with respect to such expenditures included in the estimates at\ncompletion; (xiii) none of the Facilities are listed on or have\nbeen proposed for listing on the National Priorities List, the\nCERCLIS or any similar list of sites of suspected or known\nenvironmental contamination or of the Release of a Contaminant\nmaintained by any governmental agency, nor, to Seller's Knowledge,\nare any properties owned by any other party and located within a\nradius of five miles from the Facilities on or have any such\nproperties been proposed for listing on any such lists; (xiv)\nneither Seller nor any Subsidiary or, to Seller's Knowledge,  any\npredecessor of Seller or any Subsidiary owns or operates or has\nowned or operated a facility at or from which there is or has been\na Release of a Contaminant into the environment, has transported to\na facility a Contaminant for treatment, storage, disposal or other\nmanagement or handling, or has disposed or arranged for disposal of\na Contaminant at a facility.  Neither Seller nor any Subsidiary or,\nto Seller's Knowledge, any predecessor of Seller or any Subsidiary\nhas been named as a \"potentially responsible party\" with respect\nto, or received any request or demand from any party concerning,\nits potential involvement in or at any site at which conditions\nexist which may give rise to remedial action under any applicable\nEnvironmental Laws; and there is no condition at any of the\nFacilities which could give rise to Remedial Action.\n\n     5.19   Inventory and Receivables.  The inventories of the\nSpace Systems Division are in all material respects in good and\nmerchantable condition and usable or saleable in the ordinary\ncourse of business for the purpose for which they are intended. \nThe value of all inventory items recorded on the Financial\nStatements, the Initial Statement of Net Assets to be Sold and the\nClosing Statement of Net Assets to be Sold, including finished\ngoods, work-in-progress and raw materials, and any reserves\ntherefor have been and will be determined in accordance with\nSeller's historical practices and with GAAP.  Assuming the\nappropriateness of the estimates at completion assumptions set\nforth on Schedule 4.2 hereof and the accounting practices used for\nthe Atlas Program in the preparation of the Initial Statement of\nNet Assets to be Sold, such inventories consist and will consist\nonly of items of quality and quantity usable and salable in the\nordinary course of the Business, except for any items of obsolete\nmaterial or material below standard quality, all of which have been\nand will be written down to net realizable value, or for which\nadequate reserves have been or will be provided, and the present\nquantities of all inventories are reasonable in the present\ncircumstances of the Business.  To Seller's Knowledge, all\ninventoried costs relating to contracts and programs that are shown\non the Financial Statements and the Initial Statement of Net Assets\nto be Sold and that will be shown on the Closing Statement of Net\nAssets to be Sold are and will be recoverable in accordance with\nthe terms of the applicable orders or Contracts.  All receivables\n(including unbilled receivables) of the Space Systems Division\nwhich are or will be reflected on the Financial Statements, the\nInitial Statement of Net Assets to be Sold and the Closing\nStatement of Net Assets to be Sold have arisen or will arise in the\nordinary course of business out of bona fide sales and deliveries\nof goods, performances of services or other business transactions. \nAllowances in accordance with GAAP have been or will be reflected\nin the Financial Statements, the Initial Statement of Net Assets to\nbe Sold and the Closing Statement of Net Assets to be Sold with\nrespect to the receivables shown thereon.  The reserves for\nreceivables on the Closing Statement of Net Assets to be Sold will\nbe fully adequate to cover all uncollectible receivables.  Based\nupon Seller's current contract estimates at completion, (i) all\nunbilled amounts included in accounts receivable reflected or to be\nreflected in the Financial Statements, the Initial Statement of Net\nAssets to be Sold and the Closing Statement of Net Assets to be\nSold will, in the ordinary course of the Business as currently\nconducted, mature into and become billed accounts receivable in the\nsame or greater amounts, and (ii) such receivables, when billed,\nwill be fully collectible in the ordinary course of the Business as\ncurrently conducted without cost to Purchaser in collection efforts\ntherefor except to the extent of any applicable reserves provided\nfor in the Closing Statement of Net Assets to be Sold.\n\n     5.20   Real Property.  (a)  Schedule 5.20(a)(i) sets forth a\ncomplete list of all real property and interests in real property\nowned in fee by Seller and used in, held for use by or related to\nthe business of the Space Systems Division, including, without\nlimitation, the Kearny Mesa Facility and the Sycamore Canyon\nFacility (individually, an \"Owned Property\"), including the address\nand description of the improvements thereon.  Schedule 5.20(a)(ii)\nsets forth a complete list of all real property and interests in\nreal property leased by Seller and used in, held for use by or\nrelated to the Space Systems Division (individually, a \"Leased\nProperty\"), as lessee, including the name of the lessee and lessor\nand a description of the premises and the lease (the \"Leases\") and\nidentifying any consents required for the transfer of Seller's\ninterest as lessee to Purchaser.  Schedule 5.20(a)(iii) sets forth\na complete list of all government owned, contractor operated\nFacilities that are used in, held for use by or related to the\nSpace Systems Division.  Schedule 5.20(a)(iv) sets forth a complete\nlist of all Persons with a legal right to occupy any portion of the\nOwned Property or Leased Property (the \"Occupants\").  True,\ncomplete and correct copies of (i) the deeds for the Owned\nProperties and (ii) the Leases, other than the Leases on Schedule\n1(B) hereto, as the same have been amended, modified or\nsupplemented, have been delivered to Purchaser by Seller.  Seller\nor an Affiliate of Seller has (x) good, marketable and insurable\nfee simple title to all Owned Properties and (y) good, marketable,\ninsurable (where recorded) and valid leasehold estates in all\nLeased Properties (Owned Property and Leased Property are sometimes\nreferred to as a \"Seller Property\" and collectively as \"Seller\nProperties\").  Each of the Seller Properties is free and clear of\nall Liens and encumbrances of any nature except (A) Liens and\nencumbrances set forth on Schedule 5.20(a)(v), (B) Liens for taxes,\nspecial assessments or governmental charges or levies if the same\nshall not at the time be delinquent or thereafter can be paid\nwithout penalty, or are being contested in good faith by\nappropriate proceedings, (C) such Liens and encumbrances, if any,\nnot listed on Schedule 5.20(a)(v), as do not interfere with such\nproperty's present or, to the extent known to Seller, proposed use,\nand (D) in the case of Leased Properties, Liens and encumbrances\naffecting the fee interest underlying such Leased Property as do\nnot interfere with such property's present or, to the extent known\nto Seller, proposed use.  As of the Closing Date, Seller will have,\nand will have the ability to convey to Purchaser, exclusive and\nundisturbed possession of the Seller Properties, with the exception\nonly of the Occupants.\n\n            (b)     Neither Seller nor, to Seller's knowledge, any\nother party is in material default under any of the Leases and to\nSeller's knowledge no event has occurred which, with notice, lapse\nof time or both, would constitute a material default thereunder. \nFor purposes of this Section 5.20(b), a \"material\" default means\nany (x) monetary default or (y) non-monetary default that cannot be\ncured by expenditure of $50,000 or less.  No previous or current\nparty to any such Lease has furnished notice to Seller of or made\na claim against Seller with respect to any breach or default\nthereunder which, if not cured, would prevent or materially\ninterfere with the ability of Purchaser to continue to use such\nLeased Properties in the manner currently used.\n\n            (c)     With respect to those Leases that were\ntransferred to Seller or any of Seller's Affiliates by a third\nparty, all necessary consents to such transfers have been obtained\nand are in full force and effect and neither Seller nor any\nAffiliates of Seller has received any notice that any such third\nparty's acts or omissions have given rise to any breach of the\nunderlying lease or sublease to which it is a party.\n\n            (d)     Except for environmental matters (with respect\nto which Seller has made representations and warranties in Section\n5.18), and except to the extent otherwise disclosed by Seller\nelsewhere in this Agreement or on Schedule 5.20(d), each Owned\nProperty and each Leased Property complies in all material\nrespects, with all applicable Laws (including, without limitation,\nzoning laws), and no notice of violation of Law has been received\nby Seller or any Affiliate of Seller or, to Seller's Knowledge, has\nbeen issued by any public or  governmental authority with respect\nto any Seller Property, which noncompliance or violation, if not\nremedied, would prevent, hinder or impair the ability of Purchaser\nto use such Seller Property consistent with its present or, if\nknown to Seller, proposed use.\n\n            (e)     All of the Owned Properties, and all components\nof all improvements included within the Owned Properties,\nincluding, without limitation, the roofs and structural elements\nthereof and the sprinkler and fire protection, heating,\nventilation, air conditioning, plumbing, electrical, mechanical,\nsewer, waste water, storm water, paving and parking equipment,\nsystems and facilities included therein, are in sufficient\ncondition, working order and repair and do not require material\nrepair or replacement in order to serve their intended purpose,\nincluding use and operation consistent with their present use and\noperation, except for scheduled maintenance, repairs and\nreplacements conducted or required in the ordinary course of the\noperation of the Owned Properties.  All water, gas, electrical,\nsteam, compressed air, telecommunication, sanitary and storm sewage\nlines and systems and other similar systems serving the Owned\nProperties are installed and operating and are sufficient to enable\nthe Owned Properties to continue to be used and operated in the\nmanner currently being used and operated.  As of the Closing Date,\nSeller shall have made all repairs and replacements required under\nthe Leases necessary to restore the Leased Properties to their\ncondition on the commencement dates of the applicable Leases\n(except for items that can only be accomplished upon the\ntermination of the applicable Leases) which are to be made by\nSeller or its Affiliates.\n\n            (f)     To the extent that any of the Owned Properties\nis dependent for its access, operation or utility on any land,\nbuilding or other improvement not part of the Seller Property but\na part of the property retained by Seller, Seller will permit and\nfacilitate such dependency post-Closing, including, without\nlimitation, the granting without consideration of any required\nappurtenant easements.  To Seller's knowledge, all utility systems\nrequired in connection with use, occupancy and operation of each\nSeller's Property are sufficient for their present purpose, and are\nfully operational and in working order.\n\n            (g)     Except as set forth on Schedule 5.20(g), other\nthan options, rights of first refusal or other similar arrangements\nin favor of the Seller or any Affiliate of Seller under the Leases\nwhich have not been exercised as of the date hereof, neither Seller\nnor any Affiliate of Seller has entered into any contract,\narrangement or understanding with respect to the future ownership,\ndevelopment, use, occupancy or operation of any of the Facilities\nthat would constitute an Asset.\n\n            (h)     No termination rights have been exercised or,\nto Seller's Knowledge or any Affiliate of Seller, threatened by any\nparty with respect to the Leases.\n\n            (i)     All material certificates of occupancy and\nAuthorizations of any governmental entity necessary for the current\nand continued use and operation of each Seller Property have been\nissued.  Such Authorizations have been validly issued by the\nappropriate governmental bodies in compliance with all applicable\nLaws, and Seller has complied with all conditions thereof in all\nmaterial respects.  No default or violation, or event that with the\nlapse of time or giving of notice or both would become a default or\nviolation, has occurred in the due observance of any Authorization. \nAll such Authorizations are in full force and effect and do not\nrequire further consent or approval of any Person.  Seller has not\nreceived any notice from any governmental entity and has no\nknowledge to the effect that there is lacking any Authorization\nrequired in connection with the current or continued use or\noperation of any Owned Property or Leased Property.\n\n            (j)     Except as set forth on Schedule 5.20(j), there\ndoes not exist any actual or, to Seller's Knowledge, threatened or\ncontemplated condemnation or eminent domain proceedings that affect\nany Owned Property or Leased Property or any part thereof, and none\nof Seller or its Affiliates has received any notice, oral or\nwritten, of the intention of any governmental entity or other\nPerson to make or use all or any part thereof.\n\n            (k)     There is no actual or pending imposition of any\nassessments for public improvements with respect to any Seller\nProperty, except for customary annual assessments under state and\nlocal law, and, to Seller's Knowledge no such improvements have\nbeen constructed or planned that would be paid for by means of\nassessments upon any Seller Property.\n\n            (l)     No labor has been performed or material\nfurnished for any portion of any Owned Property or Leased Property\nto or for the benefit of Seller or, to Seller's knowledge, any\nother Person for which any Lien, the validity of which is not\ncurrently in dispute, having a value in excess of $50,000 in the\naggregate can be claimed.\n\n            (m)     No improvements constituting a part of any\nOwned Property or Leased Property encroach on real property not a\npart of the Assets, the removal of which would materially interfere\nwith the current use, occupancy and operation of such improvements.\n\n            (n)     No Seller Property or portion thereof has\nsuffered any material damage by fire or other casualty that has not\nbeen completely restored to a condition comparable to that existing\nprior to the casualty. \n\n            (o)     Seller has not received any written notice from\nany insurance company that has issued a policy to Seller with\nrespect to any Seller Property requiring performance of any\nstructural or other repairs or alterations to such Seller Property.\n\n            (p)     The transactions contemplated hereby will not\nconstitute a default under, or result in any change in the terms\nof, any Lease, provided that all necessary consents required by\nsuch Lease are obtained prior to the Closing.\n\n            (q)     The Seller has, and the Purchaser will have,\nthe right to use all easements and rights of way relating to the\nOwned Property and the Leased Property, including, but not limited\nto, easements for power lines, water lines, sewers, railways and\nroadways and other means of ingress and egress, which are necessary\nto conduct the business.\n\n     5.21   Intellectual Property.  (a)  Unless otherwise indicated\nin Schedule 5.21(a) or herein, the Purchased Intellectual Property\nand the rights licensed pursuant to the License Agreement\nconstitute all of the Intellectual Property (i) owned, developed or\nacquired by or on behalf of the Space Systems Division or (ii) used\nby Seller in the business and operations of the Space Systems\nDivision, including, without limitation, future results,\ndevelopments and products of the Space Systems Division which are\nthe subject of current research and development activities.  Unless\notherwise indicated in Schedule 5.21(a), Seller owns the entire\nright, title and interest in and to the Purchased Intellectual\nProperty (including, without limitation, with respect to owned\nIntellectual Property, the exclusive right to use and license the\nsame).  Schedule 5.21(a) sets forth complete and correct lists of:\n\n                    (1)  all patents, trademark registrations,\ncopyright registrations, mask work registrations and applications\nfor any of them which are part of the Purchased Intellectual\nProperty;\n\n                    (2)  all license agreements granting Seller\nlicense in Intellectual Property which licenses are included in the\nAssets.\n\n                    (3)  all Intellectual Property which is the\nsubject of the obligations of Seller described in Section 3.1(c)\nhereof;\n\n                    (4)  all computer software applications\nprograms owned or used or currently planned for use by Seller,\nincluding such programs which are material, in the business or\noperations of the Space Systems Division (the \"Software\"); and\n\n                    (5)  all licenses granted by Seller under any\nof the Purchased Intellectual Property or Software.\n\n            (b)     Seller owns, leases, licenses or has the right\nto use all the Software.  The Software and the Purchased\nIntellectual Property are sufficient to conduct the business and\noperations of the Space Systems Division as presently conducted in\nall material respects.  Notwithstanding any other provision of this\nAgreement, except as indicated in Schedule 5.21(b), upon\nconsummation of the transactions contemplated by this Agreement,\nPurchaser will be entitled to continue to use all of the Purchased\nIntellectual Property, the rights licensed pursuant to the License\nAgreement and the Software to the same extent and under the same\nconditions that it has heretofore been used in the Space Systems\nDivision, without financial obligations to any other Person. \nExcept as indicated in Schedule 5.21(b), the Purchased Intellectual\nProperty, the rights licensed pursuant to the License Agreement,\nand Software comprise all Intellectual Property and computer\nsoftware applications programs necessary to permit the operation of\nthe Business as now being conducted.\n\n            (c)     Schedule 5.21(c) sets forth a list of all\nnotices or claims received by and suits or proceedings pending\nagainst Seller or, to Seller's knowledge, received by or pending\nagainst any customer of Seller, which notices, claims, suits or\nproceedings assert infringement of any Intellectual Property of a\nthird party as a result of the business or operations of the Space\nSystems Division or activities of any such customer with regard to\nany product or service supplied by the Space Systems Division and\nSeller has no knowledge of any basis for any additional claims,\nsuits or proceedings against it or any customer for any such\ninfringement.  Except as set forth in Schedule 5.21(c), there are\nno interferences, reexaminations, oppositions or protests pending\nor threatened involving any patents, or patent applications which\nconstitute \"Assets,\" and Seller knows of no basis for any such\ninterference, nor are there any disputes pending or threatened with\nformer or present employees of Seller involving rights to any of\nthe Purchased Intellectual Property.\n\n            (d)     to Seller's Knowledge, except as indicated in\nSchedule 5.21(d), no Person is infringing upon or has\nmisappropriated any of the Purchased Intellectual Property.  No\nPurchased Intellectual Property or Software is owned or controlled\nby any officer, director or employee of Seller or any of its\nAffiliates, except as indicated in Schedule 5.21(d).\n\n     5.22   Employees and Employee Relations.(a)  Seller has\nprovided Purchaser with access to a list of all employees of the\nSpace Systems Division and the salary for each.\n\n            (b)     There is no strike, work stoppage, slowdown,\npicketing or lockout pending or overtly threatened against or\ninvolving the Space Systems Division with respect to employees of\nthe Space Systems Division.  Except as set forth on Schedule 5.22,\nthere has been no such strike, work stoppage, slowdown, picketing\nor lockout at any time in the past five years.\n\n            (c)     There is no pending or, to Seller's knowledge,\nthreatened strike, work stoppage, slowdown, picketing or lockout or\nother union activity with respect to the employees of any of the\nsuppliers or customers of the Space Systems Division that could\nhave a Material Adverse Effect on the Space Systems Division.\n\n            (d)     Except as set forth on Schedule 5.22, the Space\nSystems Division is not a party to, nor has any obligations under,\nany collective bargaining agreement, nor are any employees of the\nSpace Systems Division covered by any collective bargaining\nagreements.\n\n            (e)     There is no organizing activity involving the\nSpace Systems Division pending or threatened by any labor union or\ngroup of employees.  There are no representation proceedings\npending or threatened with the National Labor Relations Board, and\nno labor organizations or group of employees of the Space Systems\nDivision has made a demand for recognition.\n\n            (f)     Except as set forth on Schedule 5.10, there are\nno unfair labor practice charges or complaints pending or\nthreatened by or on behalf of any employee or group of employees of\nthe Space Systems Division.\n\n            (g)     Except as set forth on Schedule 5.10, there are\nno complaints or charges pending or threatened to be filed with any\nfederal, state or local court, governmental agency or arbitrator\nbased on, arising out of, in connection with, or otherwise relating\nto employment at the Space Systems Division.\n\n            (h)     Except as set forth on Schedule 5.10, Seller is\nin compliance with all Laws, and all orders of any court,\ngovernmental agency or arbitrator, relating to access to facilities\nand employment, including all such laws relating to wages, hours,\ncollective bargaining, discrimination, civil rights, affirmative\naction and the payment of withholding and\/or Social Security and\nsimilar taxes.\n\n            (i)     Except as set forth on Schedule 5.22, there are\nno collective bargaining agreements to which the Seller is a party\ncontaining a provision which, if enforceable, would require the\nPurchaser to assume the obligations of the Seller thereunder, or\notherwise impose \"successor\" obligations on Purchaser, as a result\nof the transactions contemplated by this Agreement or any Ancillary\nAgreement.\n\n     5.23   Insurance.  Schedule 5.23 contains an accurate and\ncomplete list of all policies of insurance owned by Seller during\nthe past three fiscal years under which Seller, in respect of the\nSpace Systems Division, or any properties or assets of Seller or\nits Affiliates which are used in the Space Systems Division, is\ninsured, including, without limitation, any insurance providing\ncoverage with respect to product launches, launch services or\nproduct warranties or guarantees provided by Seller (collectively,\n\"Product Warranty Insurance\").  All such policies (i) are in full\nforce and effect, and (ii) are sufficient for compliance by Seller\nwith all applicable requirements of Law and all agreements to which\nSeller is a party or subject, in each case with respect to the\nSpace Systems Division.  Seller is not in default under any of the\ninsurance policies listed on Schedule 5.23, and, except as set\nforth on Schedule 5.23, Seller has not received any notice or other\nindication from any insurer or agent of any intent to cancel or not\nrenew any of the insurance policies listed on Schedule 5.23. \nSchedule 5.23 also contains a summary of the Seller's claims\nhistories under its insurance policies and programs for the past\nthree fiscal years.  Except as set forth on Schedule 5.23, after\nthe Closing, the Purchaser shall be entitled to the benefit of all\ninsurance policies held by Seller with respect to the Space Systems\nDivision or the Assets, including all Product Warranty Insurance.\n\n     5.24   Backlog.   (a) Schedule 5.24(a) sets forth the backlog\nof Seller as it relates to the Space Systems Division as of August\n29, 1993 (which shall be updated as of the Closing Date), for\nproducts and services to be provided by Seller.  Schedule 5.24(a)\nincludes the name of each customer, the dollar amount of backlog,\nany dollar amounts included which are unfunded by the United States\nCongress or any customer in respect of undelivered orders, a brief\ndescription of the products and services to be provided, the\nproposed delivery dates therefor and any unexercised valid and\nsubsisting options in the backlog giving a brief description of the\noptions and the contracts to which they relate.\n\n            (b) Except as set forth on Schedule 5.24(b), all of the\nContracts constituting the backlog of Seller as it relates to the\nSpace Systems Division (i) have been entered into in the ordinary\ncourse of Seller's business, and (ii) would be capable of\nperformance by Seller, if it retained the Assets to be transferred\nand Assumed Liabilities to be assumed hereunder, and made the\nplanned capital expenditures therefor, in accordance with the terms\nand conditions of each such contract.\n\n     5.25   Brokers' and Finders' Fees.  Except for Goldman, Sachs\n&amp; Co., no Person acting on behalf of Seller or any of its\nAffiliates or under the authority of any of the foregoing is or\nwill be entitled to any brokers' or finders' fee or any other\ncommission or similar fee, directly or indirectly, from any of the\nparties hereto in connection with any of the transactions\ncontemplated hereby.\n\n     5.26   Full Disclosure.  All Documents and other papers\ndelivered by or on behalf of Seller in connection with this\nAgreement and the Ancillary Agreements are true, complete, correct\nand authentic in all material respects.  No statement,\nrepresentation or warranty made by Seller in this Agreement, any of\nthe Ancillary Agreements or any Contract or any exhibit or schedule\ndelivered hereunder or thereunder, or in any certificate or\ndocument delivered pursuant to this Agreement, any Ancillary\nAgreement or any Contract, and no written statement made by or on\nbehalf (except for the offering memoranda relating to the sale of\nthe Space Systems Division prepared by Goldman, Sachs &amp; Co.) of\nSeller to Purchaser or any of its Affiliates pursuant or with\nrespect to this Agreement, any of the Ancillary Agreements or any\nContract, contains an untrue statement of a material fact or omits\nto state a material fact necessary to make the statements contained\nherein or therein not misleading.  There is no fact which Seller\nhas not disclosed to Purchaser in writing which Seller presently\nbelieves has or will have (i) a Material Adverse Effect on the\nSpace Systems Division, or (ii) a material adverse effect on the\nability of Seller to perform this Agreement, the Ancillary\nAgreements or any Contract to which Seller is a party.\n\n     5.27.  Unimpaired Operation.  Assuming the receipt of all\nconsents and approvals required for the transfer of the Assets,\nupon consummation of the transactions contemplated under this\nAgreement, Seller will have sold, assigned, transferred and\nconveyed to Purchaser all of the Assets and Properties used in,\nheld for use by or related to the business of the Space Systems\nDivision; and, assuming Purchaser holds the Permits and\nAuthorizations set forth on Schedule 5.10(d), the transfer of the\nAssets to Purchaser pursuant to this Agreement will enable\nPurchaser to operate the Space Systems Division in the same manner\noperated by Seller immediately prior to the Closing.\n\n\n                         ARTICLE VI\n\n          REPRESENTATIONS AND WARRANTIES OF PURCHASER\n\n     Purchaser represents and warrants to Seller as follows:\n\n     6.1    Organization and Authority of Purchaser.  Purchaser is\na corporation duly organized, validly existing and in good standing\nunder the laws of the State of Maryland with full power and\nauthority, corporate and otherwise, to enter into and to perform\nits obligations under this Agreement and each of the Ancillary\nAgreements to which it is a party and to consummate the\ntransactions contemplated hereby and thereby.\n\n     6.2    Authorization of Agreements.  Subject to the\nsatisfaction of the condition set forth in Section 8.1(l) of this\nAgreement, the execution, delivery and performance by Purchaser of\nthis Agreement and each of the Ancillary Agreements to which it is\na party has been duly authorized by all necessary action, corporate\nor otherwise, of Purchaser, and this Agreement has been, and each\nof the Ancillary Agreements to which it is a party will be, duly\nexecuted and delivered by Purchaser and this Agreement constitutes,\nand each of the Ancillary Agreements to which it is a party when\nexecuted will constitute, the valid and binding obligation of\nPurchaser, enforceable in accordance with its terms, subject to\napplicable bankruptcy, insolvency, fraudulent conveyance,\nreorganization, moratorium and similar laws now or hereafter in\neffect affecting creditors' rights and remedies generally and\nsubject, as to enforceability, to general principles of equity\n(regardless of whether enforcement is sought in a proceeding at law\nor in equity).\n\n     6.3    No Conflicts.  The execution, delivery and performance\nby Purchaser of this Agreement and each of the Ancillary Agreements\nto which it is a party and the consummation of the transactions\ncontemplated hereby and thereby do not and will not (with or\nwithout the giving of notice) (a) conflict with the articles of\nincorporation or by-laws of Purchaser or conflict with, or result\nin the breach or termination of, or constitute a default under any\norder, judgment, injunction or decree of any court or governmental\nentity, foreign or domestic, to which Purchaser is a party or by\nwhich it or any of its assets and properties are bound or (b)\nconstitute a violation of any law, statute or regulation of any\ngovernmental authority, domestic or foreign, applicable to\nPurchaser.\n\n     6.4    Consents.  No consent, approval or authorization of, or\ndesignation, declaration or filing with, any governmental authority\nor other third party is required on the part of Purchaser in\nconnection with Purchaser's execution, delivery and performance of\nthis Agreement and the Ancillary Agreements to which it is a party,\nexcept for (a) any required filings with the Federal Trade\nCommission and the Department of Justice pursuant to the HSR Act\nand due expiration of the waiting period (including any extensions)\nthereunder, (b) any novations required in connection with the\nGovernment Contracts, (c) any filings required under the DoD Manual\nand (d) any required filings under United States Export \nControl Laws.\n\n     6.5    Litigation.  There are no judicial or administrative\nactions, proceedings or investigations pending or, to Purchaser's\nknowledge, threatened that question the validity of this Agreement\nor any action taken or to be taken by Purchaser in connection with\nthis Agreement or that, if adversely determined, would have a\nmaterial adverse effect upon Purchaser's ability to enter into or\nperform its obligations under this Agreement or any of the\nAncillary Agreements to which it is a party.\n\n     6.6    Brokers' and Finders' Fees.  Except for Lehman\nBrothers, Inc., no Person acting on behalf of Purchaser or any of\nits Affiliates or under the authority of any of the foregoing is or\nwill be entitled to any brokers' or finders' fee or any other\ncommission or similar fee, directly or indirectly, from any of the\nparties hereto in connection with any of the transactions\ncontemplated hereby.\n\n\n                         ARTICLE VII\n\n                          COVENANTS\n\n\n     7.1    Investigations by Purchaser.  (a)  Through the Closing\nDate, Seller will give or cause to be given to Purchaser and its\nrepresentatives and agents full access to all the premises,\nDocuments and key employees of Seller, to the extent pertaining to\nthe Space Systems Division, and will cause its officers and\nemployees to furnish to Purchaser such financial and operating data\nand other information with respect to the Assets and the conduct of\nthe Business, in each case as Purchaser shall from time to time\nreasonably request; provided, however, that, to the extent\nreasonably possible, any such investigation shall be conducted\nduring normal business hours and in such manner as not to\nunreasonably interfere with the operation of the business of Seller\nor the Space Systems Division.  Notwithstanding any provision to\nthe contrary contained in this Section 7.1 or elsewhere in this\nAgreement, Seller will not be obligated to make any disclosure\npursuant to this Agreement in violation of applicable laws or\nregulations pertaining to classified information with respect to\nGovernment Contracts.\n\n            (b)     Purchaser will treat, and will cause its\nemployees, representatives, consultants and advisors to treat, such\nDocuments and information concerning Seller or the Space Systems\nDivision furnished to Purchaser and its representatives and agents\nin connection with this Agreement confidentially in accordance with\nthe terms and provisions of that certain Confidentiality Agreement\ndated July 6, 1993 (the \"Confidentiality Agreement\"), between\nPurchaser and GDC.  If the transactions contemplated by this\nAgreement are not consummated, Purchaser shall return, and shall\ncause its representatives, agents, auditors, attorneys, financial\nadvisors and other consultants and advisors to return all\nconfidential documents, work papers and other materials obtained\nfrom Seller or any of its Subsidiaries in connection with this\nAgreement or the transactions contemplated hereby, and shall\ndestroy, or cause to be destroyed, any and all materials developed\nby Purchaser or any of its officers, directors, representatives,\nagents, auditors, attorneys, financial advisors and other\nconsultants and advisors which incorporate any such confidential\ninformation concerning Seller, its Subsidiaries or the Space\nSystems Division.\n\n            (c)     Seller will treat, and will cause its\nemployees, representatives, consultants and advisors to treat, such\nDocuments and information concerning Purchaser furnished to Seller\nor its representatives and agents in connection with this Agreement\nconfidentially as if Seller were the party bound by the\nConfidentiality Agreement.  At Purchaser's request, Seller shall\nreturn, and shall cause its representatives, agents, auditors,\nattorneys, financial advisors and other consultants and advisors to\nreturn, all confidential documents, work papers and other materials\nobtained from Purchaser in connection with this Agreement or the\ntransactions contemplated hereby, and shall destroy, or cause to be\ndestroyed, any and all materials developed by Seller, its\nAffiliates, or any of their respective officers, directors,\nrepresentatives, agents, auditors, attorneys, financial advisors\nand other consultants and advisors which incorporate any such\nconfidential information concerning Purchaser.\n\n     7.2    Satisfaction of Conditions.  Each of the parties hereto\nshall use reasonable efforts to cause the conditions to the Closing\nto be satisfied as promptly as practicable, except (i) as otherwise\nprovided with respect to assignments and novations in Section 7.6\nhereof, and (ii) that neither Seller nor Purchaser or any of its\nSubsidiaries shall be obligated to pay any consideration to any\nthird party in order to obtain any approval, consent or waiver. \nPurchaser and Seller agree to use all commercially reasonable\nefforts (taking into account the effect on the Space Systems\nDivision of the failure to obtain any required consents or\napprovals), and to cooperate and to work together, to obtain all\nnecessary consents and approvals to transfer all software licenses\nto Purchaser, and Purchaser and Seller shall each pay half of all\namounts paid to the software vendors in obtaining such consents and\napprovals.\n\n     7.3    Conduct of Seller.  Seller hereby covenants with\nPurchaser that, during the period from the date hereof to the\nClosing Date:\n\n            (a)     Operations in the Ordinary Course of Business;\nNotice of Any Inconsistency.  Subject to the terms of this\nAgreement, Seller will operate the Business and the Space Systems\nDivision only in the ordinary and usual course and will use its\nbest efforts (consistent with the terms of this Agreement) to\npreserve intact the business organization of the Business and the\nSpace Systems Division, keep available the services of its officers\nand employees who are employed in the Space Systems Division,\nmaintain satisfactory relationships with other parties to its\nContracts and with all suppliers, clients, customers and others\nhaving business relationships with it (to the extent relating to\nthe Business and the Space Systems Division) and diligently and\nprudently pursue new business opportunities including, but not\nlimited to, Contracts for intermediate expendable launch vehicles. \nSeller will also promptly notify Purchaser of the occurrence of any\nevent or state of facts which is inconsistent with any of the\nrepresentations, warranties and covenants of Seller contained\nherein.\n\n            (b)     Forbearances.  Seller agrees, except as\nprovided by or as contemplated in this Agreement, that it will not,\nin connection with the operation of the Business and the Space\nSystems Division, without the prior written consent of Purchaser:\n\n                    (1)  incur any debt, liability or obligation,\ndirect or indirect, whether accrued, absolute, contingent or\notherwise, on behalf of or with respect to the Space Systems\nDivision, other than unsecured current liabilities (not including\nindebtedness for borrowed money) incurred in the ordinary and usual\ncourse of business, or permit any increase in or expansion of\nAssumed Liabilities other than as expressly contemplated by\nexisting Contracts to be assumed by Purchaser at Closing;\n\n                    (2)  assume, guarantee, endorse or otherwise\nbecome responsible for the obligations of, or make any advances to\n(in each case on behalf of or with respect to the Space Systems\nDivision), any other Person, except in the ordinary and usual\ncourse of business in an amount not to exceed $10,000 for any\nindividual item or event or $250,000 for all such items or events;\n\n                    (3)  mortgage, pledge or otherwise encumber any\nof its properties or assets which are used in the Space Systems\nDivision or would otherwise comprise Assets;\n\n                    (4)  sell, license, lease, transfer or dispose\nof any of its properties or assets which are used in the Space\nSystems Division or would otherwise comprise Assets, or waive or\nrelease any rights which relate to the Space Systems Division, or\ncompromise, release or assign any indebtedness owed to it or any\nclaims held by it which relate to the Space Systems Division, in\neach case other than in the ordinary and usual course of business;\n\n                    (5)  make any investment of a capital nature on\nbehalf of or which relates to the Space Systems Division whether by\ncontributions to capital, property transfers or otherwise, or by\nthe purchase of any property or assets of any other Person, other\nthan as described in the capital spending plan annexed to Schedule\n5.8;\n\n                    (6)  propose, enter into, terminate or\nsubstantially amend or supplement any Contract which relates to the\nSpace Systems Division unless the same involves a dollar amount of\nless than $1,000,000 and is done in the ordinary and usual course\nof business consistent with the past practices of the Space Systems\nDivision;\n\n                    (7)  enter into, terminate, modify or\nsupplement any collective bargaining agreement;\n\n                    (8)  except for currently scheduled base salary\nincreases and increases pursuant to the collective bargaining\nagreements identified on Schedule 5.22, and except for reductions\nin force and other lay-offs consistent with the current business\nplan of the Space Systems Division as communicated to Purchaser,\nchange in any manner the compensation or fringe benefits of any of\nits officers, directors or employees employed in the Space Systems\nDivision or commit itself to any employment agreement with or for\nthe benefit of such officer, director, employee or other person\nwhich calls for annual payments in excess of $50,000 per employee\nor establish or create any, or modify as to benefits any existing,\nGD Employee Benefit Plan or other compensation plan, program or\narrangement which relates to any officer, director or employee\nemployed in the Space Systems Division;\n\n                    (9)  take any action which is inconsistent with\nany of Seller's representations, warranties or covenants contained\nin this Agreement;\n\n                    (10)  waive or commit to waive any rights of\nmaterial value to the properties, assets, business, operations or\nfinancial condition of the Space Systems Division; or\n\n                    (11)  enter into a Contract (other than this\nAgreement) to do any of the things described in clauses (1) through\n(10) above.\n\n            (c)     Insurance.  Seller will cause all insurance\npolicies currently in effect with respect to Seller's properties,\nassets, operations or employees (to the extent relating to the\nbusiness or operations of the Space Systems Division) to be\nmaintained in full force and effect, or replaced with substantially\ncomparable coverages to be maintained in full force and effect\nuntil the Closing Date.  Seller shall transfer to Purchaser at\nClosing all Product Warranty Insurance and such other insurance\npolicies designated by Purchaser (including, without limitation,\nthose insurance policies listed on Schedule 3.1(b)) which relate to\nthe business or operations of the Space Systems Division or the\nAssets and which by their terms can be transferred.\n\n     7.4    HSR Act Compliance.  Each party hereto hereby agrees\nwith each other party hereto that, with respect to each reportable\ntransaction to which it is a party, each will, as soon as\nreasonably practicable, take all action (to the extent not\npreviously taken) necessary in order to file with the Federal Trade\nCommission and the Department of Justice all filings, reports and\nother information required under the HSR Act in order to commence\nthe running of the waiting period thereunder, to continue the\nrunning of said waiting period (including any extensions) and\nprevent or minimize any tolling thereof, to cause such waiting\nperiod to expire without enforcement action, and to provide to each\nother such cooperation as may be reasonably necessary in order to\ncause such filings and reports to be prepared and duly filed and\nall waiting periods to expire.  Nothing in this Agreement, however,\nshall require Purchaser to divest or hold separate any of its\nProperties or any of the Assets, or to accept any conditions,\nlimitations or restrictions on the business or operations of\nPurchaser or its Subsidiaries or Affiliates or the Business\nacquired pursuant to this Agreement, which Purchaser determines, in\nits sole discretion, to be unacceptable.\n\n     7.5    Pending or Threatened Litigation.  Between the date\nhereof and the Closing Date, each party hereto shall inform the\nother parties hereto promptly upon obtaining knowledge of any\npending or threatened litigation or other fact or event which may\nreasonably be anticipated to (i) prevent, delay or adversely affect\nthe consummation of the transactions contemplated hereby or (ii)\ncause any of its representations and warranties contained herein to\nbe inaccurate.\n\n     7.6    Assignments; Novations.  (a)  Seller will cooperate\nfully in effecting, if necessary, the transfer or assignment of all\nlicenses, registrations or other documents pertaining to the Space\nSystems Division which were issued by government agencies under the\nauthority of the Export Control Laws.\n\n            (b)     The parties acknowledge that, in accordance\nwith Federal Acquisition Regulation (\"FAR\") sec. 42.1204, Seller\nand Purchaser are required to enter into a novation agreement or\nagreements with the U.S. Government.  Seller and Purchaser will\ncooperate fully with each other and will use all reasonable efforts\nto obtain the assignment or the novation of all Government\nContracts, and Seller hereby agrees expeditiously to take all steps\nnecessary to file and to use its best efforts to obtain approvals\nof all required novations or assignments, including the provision\nof the guarantee of performance required for novation of contracts\npursuant to FAR sec. 42.1201, 42.1204(d)(3), and 42.1204(e). \nNothing in this Agreement, however, shall require (i) Seller or\nPurchaser to pay any consideration for any such assignment or\nnovation, or (ii) Purchaser to accept any conditions, requirements,\namendments or limitations (other than those contained in the\nunderlying contract) which Purchaser determines, in its sole\ndiscretion, to be unacceptable.\n\n            (c)     With respect to any Government Contracts that\ncannot be assigned to Purchaser or novated on the Closing Date, the\nperformance obligations of Seller thereunder shall, unless not\npermitted by such Government Contract, be deemed to be\nsubcontracted or delegated to Purchaser until such Government\nContract has been assigned or novated.  Purchaser or any of its\nSubsidiaries, as a subcontractor or delegate, shall perform such\nGovernment Contracts and Seller shall, as soon as practicable, pay\nover to Purchaser in full any amounts received by Seller as a\nresult of performance by Purchaser of such Government Contracts. \nPrior to the assignment or novation of such Government Contracts to\nPurchaser, Seller, as the contracting party, shall take such timely\naction as is reasonably necessary to allow Purchaser or any of its\nSubsidiaries to perform such Government Contracts and to protect\nany rights that may exist or accrue under such Government Contracts\nuntil they are assigned or novated.  In connection therewith,\nPurchaser or its Subsidiaries is authorized to act as agent on\nbehalf of Seller for purposes of performing and administering\nContracts and subcontracts during the period after the Closing\nuntil such Contracts and subcontracts are novated or assigned to\nPurchaser; provided, however, such authority to act as agent shall\nnot authorize Purchaser to settle or compromise claims under such\nContracts or subcontracts where such claims are not Assumed\nLiabilities.  Purchaser shall indemnify and hold Seller and its\ndirectors, officers, employees, affiliates, agents and assigns\nharmless from any loss which directly results from any action\nPurchaser takes pursuant to the grant of authority to act as agent\nprovided in the preceding sentence.  \n\n            (d)     Effective upon the assignment or novation of a\nGovernment Contract to Purchaser, the Government Contract shall be\nassumed by Purchaser provided that Seller shall reimburse Purchaser\nfor any monetary benefit received by Seller (net of any actual\nout-of-pocket costs of Seller in connection with such Government\nContract) that would have accrued to Purchaser had the Government\nContract been assigned or novated as of the Closing Date.  Any\nsubcontract or other delegation which Seller and Purchaser have\ntheretofore entered into or agreed upon in respect of such\nGovernment Contract shall be terminated as of the effective date of\nsuch assignment or novation.  \n\n            (e)     Seller and Purchaser shall cooperate with each\nother to preserve all bids, quotations and proposals made in the\nordinary course of business by the Space Systems Division and to\nfacilitate the award thereof consistent with applicable legal\nrequirements.  Any contracts awarded to Seller pursuant to such\nbids, quotations and proposals shall be deemed to be assumed and,\nin the case of Contracts with the U.S. Government, shall be deemed\nto be \"Government Contracts\" for purposes of this Agreement and\nshall be governed by this Section 7.6.\n\n     7.7    [Intentionally Omitted]\n\n     7.8    Noncompete.\n\n            (a)  For a period of five years after the Closing Date,\nSeller shall not and shall cause its Affiliates not to: (i) cause,\ninduce or encourage any employees of the Space Systems Division who\nare or become employees of Purchaser or its Affiliates to leave\nsuch employment; (ii) cause, induce or encourage any material\nactual or prospective customer, supplier, manufacturer or licensor\nof the Space Systems Division, or any other Person who has a\nbusiness relationship with Seller which is material to the Space\nSystems Division, to terminate or change any such actual or\nprospective relationship in a manner which would be adverse to the\nSpace Systems Division; or (iii) conduct, participate or engage,\ndirectly or indirectly, in any business involving the design,\ndevelopment, production, processing, sale and launching of\nexpendable launch vehicles and upper stage rockets, other advanced\nspace programs or energy and magnetics programs (excluding,\nhowever, energy and magnetic programs as they relate to the\nprincipal business of the Seller's Electric Boat and Land Systems\ndivisions), or support of any product or any business that is\ncompetitive with the Space Systems Division, as conducted on the\nClosing Date, anywhere in the world (a \"Restricted Business\");\nprovided, that the restrictions contained in this Section 7.8 shall\nnot restrict the acquisition by Seller, directly or indirectly, of\nless than 5% of the capital stock of any Person engaged in a\nRestricted Business nor shall they restrict the business conducted\nby an entity with or into which Seller may merge or be consolidated\nor which acquires all or substantially all of Seller's assets,\nprovided such activity was conducted by such entity on or prior to\nthe date of such merger, consolidation or acquisition.\n\n            (b)     The covenants and undertakings contained in\nthis Section 7.8 relate to matters which are of a special, unique\nand extraordinary character and a violation of any of the terms of\nthis Section 7.8 will cause irreparable injury to Purchaser, the\namount of which will be impossible to estimate or determine and\nwhich cannot be adequately compensated.  Therefore, Purchaser will\nbe entitled to an injunction, restraining order or other equitable\nrelief from any court of competent jurisdiction in the event of any\nbreach of this Section 7.8.  The rights and remedies provided by\nthis Section 7.8 are cumulative and in addition to any other rights\nand remedies which Purchaser may have hereunder or at law or in\nequity.  In the event that Purchaser were to seek damages for any\nbreach of this Section 7.8, the portion of the consideration\ndelivered to Seller hereunder which is attributed by the parties to\nthe foregoing covenant shall not be considered a measure of or\nlimit on such damages.\n\n            (c)     The parties hereto agree that, if any court of\ncompetent jurisdiction in a final nonappealable judgment determines\nthat a specified time period, a specified geographical area,\nspecified business limitation or any other relevant feature of this\nSection 7.8 is unreasonable, arbitrary or against public policy,\nthen a lesser time period, geographical area, business limitation\nor other relevant feature which is determined to be reasonable, not\narbitrary and not against public policy may be enforced against the\napplicable party.\n\n     7.9    Non-Solicitation.  If this Agreement shall be\nterminated pursuant to Section 9.2 hereof (other than by virtue of\na default or failure to perform by Seller), for a period of one\nyear after the date of such termination, Purchaser shall not, and\nshall cause its Subsidiaries not to induce or encourage any\nemployees of the Business to leave such employment (provided,\nhowever, that the foregoing shall not apply to responses to or\nfollow-up hiring in respect of general solicitations or\nadvertisements for job positions not specifically directed to\nemployees of the Space Systems Division or the Business).\n\n     7.10   Certain Payments to Employees.  Seller shall make\nwhatever payments may become due, and satisfy any and all claims or\nliabilities that may exist, now or in the future, in connection\nwith or arising out of any agreements of Seller or its Affiliates\nwith any of their current or former employees concerning\ncompensation for inventions, such as, without limitation, that\nprovided in paragraph 2(f) of the General Dynamics Proprietary\nInformation and Invention Agreement, form 86 221 R1 (GDP Form\n3-243).\n\n     7.11   Use of Stationery, etc.  To the extent that any\nstationery, checks or other printed materials acquired by Purchaser\npursuant hereto shall contain the name \"General Dynamics,\"\n\"Convair\" or the name of any Affiliate of Seller, Purchaser may\ncontinue to use such materials until the earlier to occur of (i)\nthe date that is six months after the Closing Date and (ii) the\ndate on which the existing supply thereof shall be exhausted, and\nneither Seller nor any Affiliate of Seller shall prohibit or bring\nany action to enjoin the use of such materials by Purchaser.  In\naddition, Purchaser may retain for six months after the Closing\nDate and then shall remove, all exterior signs bearing the name\n\"General Dynamics\" or \"Convair\" on any of the real Property or\nbuildings which constitute Assets.\n\n     7.12   Administration of Accounts.  (a)  All payments and\nreimbursements made in the ordinary course by any third party in\nthe name of or to Seller in connection with or arising out of the\nAssets and Assumed Liabilities after the Closing Date shall be held\nby Seller in trust to the benefit of Purchaser and, immediately\nupon receipt by Seller of any such payment or reimbursement, Seller\nshall pay over to Purchaser the amount of such payment or\nreimbursement without right of set off.\n\n            (b)  All payments and reimbursements made in the\nordinary course by any third party in the name of or to Purchaser\nin connection with or arising out of the Excluded Assets and\nExcluded Liabilities after the Closing Date shall be held by\nPurchaser in trust to the benefit of Seller and, immediately upon\nreceipt by Purchaser of payment or reimbursement, Purchaser shall\npay over to Seller the amount of such payment or reimbursement\nwithout right of set off.\n\n            7.13  1993 Financial Statements.  Seller will deliver\nto Purchaser as soon as practicable after the end of the period a\nbalance sheet and statement of operations for the Business as at\nand for the period ended December 31, 1993.  Such 1993 financial\nstatements shall be subject to the representations and warranties\nrelating to the Financial Statements contained in Section 5.5\nhereof.  Seller will also deliver to Purchaser, with the\ncooperation of the Purchaser, as soon as practicable after the\nClosing Date but in no event later than sixty (60) days after the\nClosing Date, the Closing Date Balance Sheet, the Initial Statement\nof Net Assets to be Sold and the Closing Reconciling Statement,\nwhich have been prepared in accordance with the provisions of\nArticle IV of this Agreement.\n\n            7.14  Audited Financial Statements.  Seller\nacknowledges that Purchaser must include audited financial\nstatements for the Space Systems Division (the \"Audited Financial\nStatements\") in Purchaser's filings under the Securities Act of\n1933, as amended (the \"1993 Act\") and the Securities Exchange Act\nof 1934, as amended (the \"1934 Act\"), including, but not limited\nto, in a filing on Form 8-K required to be made in connection with\nthe consummation of the transactions contemplated by this\nAgreement.  In connection with the requirement that Purchaser file\na Form 8-K under the 1934 Act disclosing the transactions\nconsummated under this Agreement, Seller, with the cooperation of\nthe Purchaser, shall promptly, and in any event within sixty (60)\ndays after the Closing, cause to be delivered to the Purchaser\nfinancial statements audited by Arthur Andersen which Audited\nFinancial Statements (i) will be prepared in accordance with GAAP\nand Regulation S-X, (ii) will comply in all material respects with\nthe requirements of the 1933 Act and the 1934 Act and (iii)  will\nnot include any untrue statement of a material fact or omit to\nstate a material fact required to be stated therein or necessary to\nmake the information contained therein not misleading.  Seller\nagrees, from time to time upon the request of the Purchaser, to\ntake such actions and provide to Arthur Andersen and Purchaser such\ncertificates, documents and other information as may be necessary\nor appropriate to obtain the consent of Arthur Andersen to include\nthe Audited Financial Statements and the opinion of Arthur Andersen\nin respect thereof in the Purchaser's filings under the 1933 Act\nand the 1934 Act, including any filings on Form 8-K.\n\n\n\n                         ARTICLE VIII\n\n                    CONDITIONS TO THE CLOSING\n\n     8.1    Conditions to Purchaser's Obligation to Effect the\nClosing.  The obligation of Purchaser to consummate the\ntransactions contemplated by this Agreement to occur at the Closing\nis subject to the satisfaction, at or prior to the Closing, of each\nof the following conditions (any of which may be waived by\nPurchaser):\n\n            (a)     Representations and Warranties of Seller.  All\nrepresentations and warranties of Seller contained in this\nAgreement and in all certificates, schedules and other documents\ndelivered by Seller to Purchaser or its representatives pursuant to\nthis Agreement and\/or in connection with the transactions\ncontemplated hereby shall be true, complete and accurate in all\nmaterial respects as of the date when made and as of the Closing\nDate with the same force and effect as though such representations\nand warranties had been made on and as of the Closing Date, except\nfor changes expressly permitted by this Agreement, and Purchaser\nshall have been furnished a certificate of an authorized officer of\nSeller, dated the Closing Date, to such effect.\n\n            (b)     Compliance.  Seller shall have performed and\ncomplied in all material respects with all obligations and\nagreements required in this Agreement to be performed or complied\nwith by Seller prior to the Closing Date, and Purchaser shall have\nbeen furnished a certificate of an authorized officer of Seller,\ndated the Closing Date, to such effect and copies of such corporate\nresolutions and other documents evidencing the performance thereof\nas Purchaser may reasonably request.\n\n            (c)     No Material Adverse Change.  During the period\nfrom the date hereof to the Closing Date, Seller shall not have\nsustained any loss or damage to the Assets, whether or not insured,\nwhich affects in any material respect its ability to conduct the\nbusiness of the Space Systems Division, nor shall there have been\nany material adverse change in the business, condition (financial\nor otherwise), revenues, prospects or results of operations of the\nSpace Systems Division other than changes in the prospects of the\nSpace Systems Division resulting from a General Industry\nDevelopment.  Without limiting the generality of the foregoing,\nSeller expressly acknowledges that the failure or partial failure\nof any of Seller's Atlas launches or the failure or partial failure\nof any of Seller's Centaur rockets (as opposed to a failure or\npartial failure of one of Purchaser's Titan rockets that adversely\neffects one of Seller's Centaur rockets) after the date of this\nAgreement and prior to the Closing shall be deemed a material\nadverse change in accordance with the foregoing.\n\n            (d)     Completion and Review of Disclosure Schedules. \nSeller shall have the right, for a period of fifteen (15) days\nafter the date of this Agreement, to update and supplement the\nSchedules delivered pursuant to Article V of this Agreement;\nPROVIDED, HOWEVER, that if any such updated Schedules reveal any\nfacts or circumstances which, in the reasonable opinion of\nPurchaser, reflect in a material adverse way on the Assets or the\nAssumed Liabilities, or the results of operations or the financial\ncondition of the Space Systems Division, or the Space Systems\nDivision's business, prospects, assets, liabilities (absolute,\ncontingent or otherwise) or reserves, or Purchaser's ability to\nconduct the business and operations of the Space Systems Division\nas such is presently conducted, Purchaser may, by written notice to\nSeller within twenty five (25) days after the date of this\nAgreement, terminate this Agreement.\n\n            (e)     No Injunctions or Litigation, etc.;\nCompliance. (1) No injunction restraining consummation of any of\nthe transactions contemplated by this Agreement or any of the\nAncillary Agreements shall be in effect, and all statutory\nrequirements, if any, for the valid consummation by Purchaser and\nSeller of the transactions contemplated by this Agreement or any of\nthe Ancillary Agreements shall have been fulfilled and all\nauthorizations, consents and approvals of all federal, state, local\nand foreign governmental agencies and authorities (including all\napprovals and waiting period expirations required under the HSR\nAct) required to be obtained in order (A) to permit the\nconsummation by Purchaser and Seller of the transactions\ncontemplated hereby or thereby and (B) to permit the business\npresently carried on by the Space Systems Division to continue\nunimpaired immediately following the Closing Date shall have been\nobtained.\n\n                    (2)  No action or proceeding shall have been\ninstituted and, at what would otherwise have been the Closing Date,\nremain pending before a court or other governmental body or\narbitrator to (i) enjoin, restrain or prohibit the transactions\ncontemplated by this Agreement or any of the Ancillary Agreements,\n(ii) place any material limitation on the ability of Purchaser to\nconduct the business presently carried on by the Space Systems\nDivision after Closing or (iii) seek to compel Purchaser to divest\nor hold separate any of its properties or any of the Assets, or to\naccept any conditions, limitations or restrictions on the business\nor operations of Purchaser or its Subsidiaries or Affiliates or the\nBusiness acquired pursuant to this Agreement.\n\n            (f)     Consents.  All licenses, consents and approvals\nlisted on Schedule 3.1(b) shall have been obtained and delivered to\nPurchaser.\n\n            (g)     Bill of Sale.  Seller will have delivered to\nPurchaser the duly executed Bill of Sale.\n\n            (h)     Kearny Mesa Lease.  Seller will have delivered\nto Purchaser executed counterparts of the Kearny Mesa Lease.\n\n            (i)     Sycamore Canyon Lease.  Seller will have \ndelivered to Purchaser executed counterparts of the Sycamore Canyon\nLease.\n\n            (j) License Agreement.  Seller will have delivered \nto Purchaser an executed counterpart of the License Agreement.\n\n            (k)     Services Agreement.  Seller will have \ndelivered to Purchaser executed counterparts of the Services \nAgreement.\n\n            (l) Government Cooperation.  Purchaser shall have \ndetermined, in Purchaser's sole and absolute discretion, that\ncertain financial, regulatory, policy and other matters will be\nresolved with the U.S. Government such that Purchaser will be able\nto realize the benefits that Purchaser anticipates will occur as a\nresult of the consummation of the transactions contemplated under\nthis Agreement and the Ancillary Agreements; PROVIDED, HOWEVER,\nthat this condition shall be considered not satisfied and this\nAgreement shall automatically terminate pursuant to this subsection\n8.1(l) unless, within sixty (60) days after the date of this\nAgreement, Purchaser (i) waives this condition or (ii) gives Seller\nnotice to the effect that it believes in good faith that progress\nis being made toward receipt of the assurances necessary for\nPurchaser to waive this condition and, within two (2) Business Days\nafter receipt of Purchaser's notice, Seller gives Purchaser notice\nthat it consents (which consent shall not be unreasonably withheld)\nto the extension of the sixty (60) day period provided for in this\nsubsection for an additional thirty (30) days; and, PROVIDED\nFURTHER, that if Seller properly withholds its consent, Seller will\nprovide written notice of such decision within two (2) Business\nDays after receipt of Purchaser's notice and Purchaser may waive\nthis condition by providing notice of such waiver to Seller within\ntwo (2) Business Days after its receipt of Seller's notice denying\nthe extension.  In the event that the initial sixty (60) day time\nperiod is extended to ninety (90) days as provided above, this\nAgreement shall terminate automatically at 11:59 p.m., E.S.T., on\nthe ninetieth (90th) day after the date of this Agreement unless,\nprior to such time, Purchaser shall have notified Seller that this\ncondition has been satisfied or waived.\n\n            (m)     Mission Risks Guarantee Coverage.  Seller shall\nhave obtained, or obtained a binding commitment for, mission risk\nguarantee coverage, which shall be  transferable to Purchaser\nwithout further consent, for the Atlas launch services for the\nOrion space launch program as described in Article VII of the\nagreement between British Aerospace Space Systems Limited and CLS\nand the Atlas launch services for the AMSC MSAT satellite program\nas described in Article VIII of the agreement between AMSC\nSubsidiary Corporation and CLS, in each case in an amount\nsufficient to satisfy Seller's mission risks\/ refund obligations in\nfull with respect to such launch service programs for a premium\namount not in excess of $52,000,000 for each launch service\nprogram, which premium amount Purchaser agrees is for the account\nof the Space Systems Division and will be the responsibility of\nPurchaser after the Closing.  If the risk guarantee coverage\npremiums are in excess of $52,000,000 per launch service program,\nSeller may satisfy this condition, at its option, by providing\nadequate evidence or assurances to Purchaser that Seller has paid\nor will pay all risks guarantee coverage premium amounts in excess\nof $52,000,000 per launch service program.\n\n            (n)     AMSC Letter Agreement.  Seller will have\ndelivered to Purchaser executed counterparts of the AMSC Letter\nAgreement.\n\n     8.2    Conditions to Seller's Obligations to Effect the\nClosing.  The obligations of Seller to consummate the transactions\ncontemplated by this Agreement to occur at the Closing are subject\nto the satisfaction, at or prior to the Closing, of each of the\nfollowing conditions (any of which may be waived by Seller):\n\n            (a)     Representations and Warranties of Purchaser. All\nrepresentations and warranties of Purchaser contained in this\nAgreement and in all certificates, schedules and other documents\ndelivered by Purchaser to Seller or its representatives pursuant to\nthis Agreement and\/or in connection with the transactions\ncontemplated hereby shall be true, complete and accurate in all\nmaterial respects as of the date when made and as of the Closing\nDate with the same force and effect as though such representations\nand warranties had been made on and as of the Closing Date, except\nfor changes expressly permitted by this Agreement, and Seller shall\nhave been furnished a certificate of an authorized officer of\nPurchaser, dated the Closing Date, to such effect.\n\n            (b)     Compliance.  Purchaser shall have performed and\ncomplied in all material respects with all obligations and\nagreements required in this Agreement to be performed or complied\nwith by it prior to the Closing Date, and Seller shall have been\nfurnished a certificate of an authorized officer of Purchaser,\ndated the Closing Date, to such effect and copies of such corporate\nresolutions and other documents evidencing the performance thereof\nas Seller may reasonably request.\n\n            (c)     No Injunctions, etc.; Compliance.  (1) No\ninjunction restraining consummation of any of the transactions\ncontemplated by this Agreement or any of the Ancillary Agreements\nshall be in effect, and all statutory requirements, if any, for the\nvalid consummation by Purchaser and Seller of the transactions\ncontemplated by this Agreement or any of the Ancillary Agreements\nshall have been fulfilled and all authorizations, consents and\napprovals of all federal, state, local and foreign governmental\nagencies and authorities (including all approvals and waiting\nperiod expirations required under the HSR Act) required to be\nobtained in order to permit the consummation by Purchaser and\nSeller of the transactions contemplated hereby and thereby shall\nhave been obtained.\n\n            (2)  No action or proceeding shall have been instituted\nand, at what would otherwise have been the Closing Date, remain\npending before a court or other governmental body or arbitrator to\nenjoin, restrain or prohibit the transactions contemplated by this\nAgreement or any of the Ancillary Agreements.\n\n            (d)     Assumption Agreement.  Purchaser will have\ndelivered to Seller the duly executed Assumption Agreement.\n\n            (e)     Kearny Mesa Lease.  Purchaser will have\ndelivered to Seller executed counterparts of the Kearny Mesa Lease.\n\n            (f)     Sycamore Canyon Lease.  Purchaser will have\ndelivered to Seller executed counterparts of the Sycamore Canyon\nLease.\n\n            (g)     Services Agreement.  Purchaser will have\ndelivered to Seller executed counterparts of the Services\nAgreement.\n\n            (h)     License Agreement.  Purchaser will have\ndelivered to Seller an executed counterpart of the License\nAgreement.\n\n            (i)     AMSC Letter Agreement.  Purchaser will have\ndelivered to Seller an executed counterpart of the AMSC Letter\nAgreement.\n\n\n                         ARTICLE IX\n\n            THE CLOSING; TERMINATION OF AGREEMENT\n\n     9.1    The Closing.  The Closing shall be held within five\nBusiness Days after the expiration or early termination of all\nwaiting periods in respect of the transaction herein contemplated\nunder the HSR Act, and each of the conditions precedent set forth\nin Sections 8.1 and 8.2 have been satisfied or waived.  The Closing\nshall be held at the offices of Piper &amp; Marbury, 1200 Nineteenth\nStreet, N.W., Washington, D.C. 20036.  At the Closing, all of the\ntransactions provided for in Article II hereof shall be consummated\non a substantially concurrent basis.\n\n     9.2    Termination.  Anything in this Agreement to the\ncontrary notwithstanding, this Agreement and the transactions\ncontemplated hereby may be terminated in any of the following ways\nat any time before the Closing and in no other manner:\n\n            (a)     By mutual written consent of Purchaser and\nSeller.\n\n            (b)     By Purchaser upon 10 days written notice to\nSeller if Purchaser reasonably concludes that one or more of the\nconditions specified in Sections 8.1(c), 8.1(f) or 8.1(m) of this\nAgreement is not capable of satisfaction at or prior to Closing.\n\n            (c)     By Purchaser as provided in Section 8.1(d);\n\n            (d)     Pursuant to the provisions of Section 8.1(l);\nand \n\n            (e)     By Purchaser or Seller (if such terminating\nparty is not then in default of any obligation hereunder), if the\nClosing has not occurred on or before April 30, 1994 (the\n\"Termination Date\").\n\n     In the event this Agreement is terminated pursuant to this\nSection 9.2, all further obligations of the parties hereunder shall\nterminate, except that (i) the obligations set forth in Sections\n7.1(b) and (c), 7.9, 12.3 and 13.8 shall survive and continue, (ii)\nnothing in this Section 9.2 shall relieve any party hereto of any\nliability for breach of this Agreement, and (iii) if the\ntermination is pursuant to Section 8.1(l), the Purchaser shall pay\nthe Seller a termination fee in the amount of $10,000,000 within\nthree (3) Business Days after such termination.\n\n                         ARTICLE X\n\n                 DELIVERIES AT THE CLOSING\n\n     10.1   Deliveries by Seller at the Closing.  At the Closing,\nSeller shall deliver, or cause to be delivered, to Purchaser, the\nfollowing items:\n\n            (a)     The officer's certificates referred to in\nSections 8.1(a) and 8.1(b).\n\n            (b)     The consents referred to in Section 8.1(f).\n\n            (c)     The duly executed Bill of Sale and such other\nexecuted deeds, assignments, bills of sale or certificates of\ntitle, each dated the Closing Date and in form and substance\nsatisfactory to counsel to Purchaser, as are reasonably necessary\nto transfer to Purchaser all of Seller's right, title and interest\nin, to and under the Assets.\n\n            (d)     A counterpart of the Services Agreement, duly\nexecuted by a duly authorized officer of Seller.\n\n            (e)     A counterpart of the Kearny Mesa Lease, duly\nexecuted by a duly authorized officer of Seller.\n\n            (f)     A counterpart of the Sycamore Canyon Lease,\nduly executed by a duly authorized officer of Seller.\n\n            (g)     A counterpart of the License Agreement, duly\nexecuted by a duly authorized officer of Seller.\n\n            (h)     A certificate that Seller is not a foreign\nperson within the meaning of Section 1445 of the Code, which\ncertificate shall set forth all information required by, and\notherwise be executed in accordance with, Treasury Regulation\nSection 1.1445-2(b).\n\n            (i) Duly executed assignments, in a form suitable for\nrecording in the various appropriate national or regional patent,\ntrademark or copyright offices, for all patents and trademark, mask\nwork and copyright registrations and applications for any of them\nincluded in the Assets.\n\n            (j) Landlord estoppel certificates, from each landlord\nunder the real estate leases indicating that such leases are in\nfull force and effect, that there are no defaults or events, which,\nwith the passage of time or the giving of notice or both, would\nbecome defaults under such leases, and as to such other matters as\nPurchaser may reasonably request all to the extent the same may be\nobtained through the best efforts of Seller.\n\n            (k)     Certificates of the Secretary or an Assistant\nSecretary of Seller, dated the Closing Date, (A) as to the\nincumbency and signatures of the officers or representatives of\nSeller executing this Agreement and each of the Ancillary\nAgreements and any other certificate or other document to be\ndelivered pursuant hereto or thereto, together with evidence of the\nincumbency of such Secretary or Assistant Secretary, and (B)\ncertifying attached resolutions of the Board of Directors of\nSeller, which authorize and approve the execution and delivery of\nthis Agreement and each of the Ancillary Agreements to which Seller\nis a party and the consummation of the transactions contemplated\nhereby and thereby.\n\n            (l)     An opinion of Jenner &amp; Block, as counsel to the\nSeller, in customary form covering the due incorporation and good\nstanding of Seller and the due authorization, execution and\ndelivery of this Agreement and the Ancillary Agreements being\nexecuted by Seller in connection herewith.\n\n            (m)     A counterpart of the AMSC Letter Agreement,\nduly executed by a duly authorized officer of Seller.\n\n     10.2   Deliveries by Purchaser at the Closing.  At the\nClosing, Purchaser shall deliver, or cause to be delivered, to\nSeller, the following items:\n\n            (a)     The officer's certificates referred to in\nSections 8.2(a) and 8.2(b).\n\n            (b)     The duly executed Assumption Agreement and such\nother executed documents, assignments, bills of sale or\ncertificates of title, each dated the Closing Date and in form and\nsubstance satisfactory to counsel to Seller, as are reasonably\nnecessary to evidence the assumption by Purchaser of the Assumed\nLiabilities.\n\n            (c)     A counterpart of the Services Agreement, duly\nexecuted by a duly authorized officer of Purchaser.\n\n            (d)     A counterpart of the Kearny Mesa Lease, duly\nexecuted by a duly authorized officer of Purchaser.\n\n            (e)     A counterpart of the Sycamore Canyon Lease,\nduly executed by a duly authorized officer of Purchaser.\n\n            (f)     A counterpart of the License Agreement, duly\nexecuted by a duly authorized officer of Purchaser.\n\n            (g) Certificates of the Secretary or an Assistant\nSecretary of Purchaser, dated the Closing Date, (A) as to the\nincumbency and signatures of the officers or representatives of\nPurchaser executing this Agreement and each of the Ancillary\nAgreements and any other certificate or other document to be\ndelivered pursuant hereto or thereto, together with evidence of the\nincumbency of such Secretary or Assistant Secretary, and (B)\ncertifying attached resolutions of the Board of Directors of\nPurchaser, which authorize and approve the execution and delivery\nof this Agreement and each of the Ancillary Agreements to which\nPurchaser is a party and the consummation of the transactions\ncontemplated hereby and thereby.\n\n            (h)     An opinion of Piper &amp; Marbury, as counsel to\nthe Purchaser, in customary form covering the due incorporation and\ngood standing of Purchaser and the due authorization, execution and\ndelivery of this Agreement and the Ancillary Agreements being\nexecuted by Purchaser in connection herewith.\n\n            (i)     A counterpart of the AMSC Letter Agreement,\nduly executed by a duly authorized officer of Purchaser.\n\n\n\n\n                         ARTICLE XI\n\n              EMPLOYEES AND EMPLOYEE BENEFITS\n\n     11.1   Employment.  (a)  All employees of the Business as of\nthe Closing Date shall become employees of Purchaser as of the\nClosing Date, including, but not limited to, employees on sick\nleave, personal leave, jury duty, vacation, military duty, leave\nrecognized under the Family and Medical Leave Act, or any other\napproved leave of absence, as well as employees or former employees\nreceiving or eligible to receive short-term or long-term disability\nbenefits (such employees being hereafter referred to as the\n\"Employees\"); PROVIDED, HOWEVER, that any employee who retires, is\nlaid-off or is terminated from Seller prior to the Closing shall\nnot be considered an Employee unless such person is receiving or is\neligible to receive long-term disability benefits immediately prior\nto the Closing Date under the GD Employee Benefit Plans.  Seller\nshall deliver to Purchaser, at least thirty (30) days prior to the\nClosing Date, a schedule designating all Employees.  To the extent\nrequired pursuant to any collective bargaining agreement assumed\npursuant to Section 11.2 or any applicable Law, Purchaser shall\nhonor any pre-existing recall rights, reinstatement rights or\nrights to reemployment of any inactive or former employee of the\nSeller's Business existing at the time of Closing, provided that\nany such inactive or former employee reinstated or reemployed by\nthe Purchaser shall be treated as an Employee only upon the\neffective date of such recall, reinstatement or reemployment.\n\n            (b)     The Employees who are covered by collective\nbargaining agreements shall be referred to herein as \"Transferred\nUnion Employees\".  The Employees who are not covered by collective\nbargaining agreements shall be referred to herein as \"Transferred\nNon-Union Employees\".  Collectively, the Transferred Union\nEmployees and the Transferred Non-Union Employees shall be referred\nto herein as the \"Transferred Employees\".\n\n            (c)     Except as expressly provided otherwise in this\nArticle XI, the terms and conditions of the Transferred Employees'\nemployment shall be upon such terms and conditions as Purchaser, in\nits sole discretion shall determine.  Upon request of Purchaser,\nSeller shall provide Purchaser reasonable access to data before and\nafter the Closing (including computer data and personnel records)\nregarding the ages, dates of hire, benefits, compensation and job\ndescription of Employees.  Seller will provide Purchaser with\nreasonable opportunities to enter into discussions with and to\nadvise any of the Employees concerning the terms of any future\nemployment of such individuals by Purchaser and will permit\nPurchaser reasonable access to Employees for such purpose.  Seller\nshall not discourage any Employees from accepting an offer of\nemployment, if any, made by Purchaser to such Employee.  Purchaser\nand Seller shall cooperate in preparing and disbursing materials\nconcerning the transaction contemplated by this Agreement or the\neffect of the transaction upon the Employees' employment or the\nterms or conditions of the Employees' employment.  Seller and\nPurchaser will provide each other with reasonable opportunity to\nreview any written materials and to attend any scheduled meetings\nconcerning the foregoing.\n\n                    (d)  Except with respect to the Assumed\nLiabilities, Seller and Purchaser agree that matters arising out of\nor relating to the terms and conditions of the employment of\nemployees or former employees of the Space Systems Division while\nemployed by the Seller prior to the Closing Date (including but not\nlimited to claims arising out of any GD Employee Benefit Plans\nprior to the Closing Date) are the exclusive responsibility of\nSeller and that matters arising out of or relating to the terms and\nconditions of the employment of Transferred Employees while\nemployed by Purchaser on or after the Closing Date (including but\nnot limited to benefits under plans maintained by Purchaser on or\nafter the Closing Date) are the exclusive responsibility of\nPurchaser.  For the purposes of this Agreement, those liabilities\nof the Space Systems Division constituting Assumed Liabilities by\nvirtue of clause (vi) of Schedule 1(A) are limited to: (i) accrued\nvacation and sick leave with respect to Transferred Employees; (ii)\n1993 incentive compensation payments to be paid in 1994 in cash to\nTransferred Employees; (iii) the CLS Bonus Plan; (iv) accrued (as\nof the Closing Date) salary and wages and related payroll taxes;\n(v) to the extent provided in Section 11.3, the obligation to\nprovide post retirement medical benefits to the individuals\ndescribed in Section 11.3; (vi) to the extent set forth in Section\n11.2, the collective bargaining agreements listed on Schedule 5.22;\n(vii) workers compensation liabilities as described in Schedule\n1(A); (viii) long-term disability benefits and associated medical\nbenefits payable under the GD Employee Benefit Plans to employees\nor former employees of the Space Systems Division as described in\nSchedule 1(A); and (ix) any incurred but not reported expenses of\nEmployees arising from GD Employee Benefit Plans that are reserved\nfor on the Closing Statement of Net Assets to be Sold and not\notherwise described in this Section 11.1(d); PROVIDED, HOWEVER,\nthat in the case of items (i), (ii), (iii), (iv), (v), (vii),\n(viii) and (ix), the Assumed Liabilities in each case shall not\nexceed the reserve for such item on the Closing Statement of Net\nAssets to be Sold.\n\n     11.2   Collective Bargaining Agreements.  At Closing,\nPurchaser shall assume until their scheduled expiration dates, the\ncollective bargaining agreements listed on Schedule 5.22, except to\nthe extent it would be impracticable for Purchaser to assume or\nduplicate Seller's benefit plans under such agreements, in which\nevent Purchaser shall establish and provide subject to the\nagreement of affected labor organizations, comparable substitute\nbenefits, PROVIDED, HOWEVER, that Purchaser explicitly reserves the\nright to renegotiate such collective bargaining agreements prior to\nor upon the expiration thereof.  To the extent pension benefits\nhave accrued prior to the Closing Date in accordance with the\ncollective bargaining agreements and the plans as of the Closing\nDate, such benefits will be provided by the Seller in the GD\nEmployee Pension Plans.  To the extent pension benefits accrue\nsubsequent to the Closing Date in accordance with the collective\nbargaining agreements, such benefits will be provided by the\nPurchaser in its designated plans.  Seller shall cooperate with\nPurchaser prior to the Closing Date in Purchaser's efforts to reach\nagreement with affected labor organizations with respect to\nproviding comparable substitute benefits.  Except with respect to\nthe Assumed Liabilities, Seller (and not Purchaser) shall be solely\nliable and shall indemnify Purchaser from any Damages as a result\nof any claims incurred prior to the Closing Date by any employee of\nthe Business or retiree arising under the collective bargaining\nagreements listed on Schedule 5.22, as well as any claims arising\nunder any predecessor collective bargaining agreements covering the\nbargaining units that include the Transferred Union Employees.\n\n     11.3   Retiree Medical and Life Insurance Benefits.\n\n            (a)     Effective as of the Closing Date, Purchaser\nwill make available to Transferred Employees who were at least 55\nyears of age with five years of service or who were 50 years of age\nor older with at least 70 age plus \"service\" points on July 1,\n1993, in the case of Transferred Non-Union Employees, and on\nJanuary 1, 1994, in the case of Transferred Union Employees, a\npost-retirement medical plan (or plans) which provides medical\nbenefits to Transferred Employees (and their dependents) who retire\non or after the Closing Date until such retired Transferred\nEmployees reach age 65 (the \"Pre-Medicare Plan\").  Subject to the\nterms of any collective bargaining agreement listed on Schedule\n5.22, participants in such Pre-Medicare Plan will be required to\ncontribute towards the cost of such plan.  The Pre-Medicare Plan\nwill be subject to the right of the Purchaser to modify or\nterminate benefits under such plan at any time.  Other than with\nrespect to Transferred Employees eligible for the Pre-Medicare Plan\n(and their dependents), Purchaser shall have no obligation to\nprovide any post-retirement or post-employment medical insurance\nbenefits to any Employee.  Purchaser shall have no obligation to\nprovide post-retirement or post-employment life insurance benefits. \nSeller shall be solely liable and shall indemnify Purchaser for any\nDamages as a result of any claims made by any employee or former\nemployee of the Business or any beneficiary thereof for\npost-employment or post-retirement medical or life insurance\nbenefits arising under or relating to the plans maintained by\nSeller as of the Closing Date or prior to the Closing Date. \n\n            (b)     In the event that an individual not covered by\na collective bargaining agreement (i) retires from Seller on or\nafter the date of this Agreement and prior to the Closing Date, and\n(ii) subsequently commences employment with Purchaser, such\nindividual will permanently cease receiving post-retirement medical\nbenefits from Seller.  Seller will advise such individuals of this\ncondition before any such employee elects to retire.\n\n            (c)     Seller shall provide complete and adequate\nnotice to the Employees regarding the effect of their becoming\nTransferred Employees on the benefits provided or promised to them\nby Seller or under any of the GD Employee Benefit Plans including\nthe ability of eligible employees to retire from Seller and receive\npost-retirement medical benefits prior to the Closing Date.  Seller\nand Purchaser shall cooperate in coordinating communications to the\nEmployees.\n\n     11.4   Health and Welfare Benefits for Active Employees.  \n\n            (a)  For each of the employee medical, life insurance\nor disability plans included on Schedule 5.9 (other than\npost-retirement and post-employment medical and life insurance\nwhich shall be governed by Section 11.3), the Purchaser shall\nadopt, subject to any applicable collective bargaining agreement\nlisted on Schedule 5.22, as of the Closing Date comparable employee\nmedical, life insurance and disability plans, and to the extent\nrequired by any collective bargaining agreements assumed pursuant\nto Section 11.2, other welfare plans.   Seller shall provide\nPurchaser all reasonable assistance which Purchaser may request in\nestablishing such plans, including assistance in duplicating or\ntransferring contracts applicable to such benefits.  If any such\ncontracts cannot be duplicated or transferred to Purchaser by the\nClosing Date, Seller shall assist Purchaser until the end of 1994\nin administering the plans and obtaining the duplicate or\ntransferrable contracts.  Seller shall provide Purchaser with\nadministrative and payroll services through its financial services\ncompany in accordance with the terms of the Services Agreement for\na period not to last beyond the earlier to occur of (i) the\nexpiration of the respective Facility Leases, or (ii) Purchaser no\nlonger has employees at the Kearny Mesa Facility.  Seller shall be\nentitled to reasonable compensation from Purchaser with respect to\nthe rendition of such assistance.  Any benefits adopted by\nPurchaser shall be subject to the right of the Purchaser to modify\nor terminate such benefits at any time.  With respect to medical,\nlife insurance and disability benefits offered by Purchaser to\nTransferred Employees, Purchaser shall credit the Transferred\nEmployees with service with Seller for purposes of eligibility for\nsuch health and welfare benefits and with expenses incurred in 1994\nfor purposes of meeting annual deductible and out of pocket expense\nlimitations in 1994 under Purchaser's plans; provided, however,\nthat such plans may contain, in the discretion of Purchaser,\nexclusions for pre-existing conditions as were applicable under the\nplans provided to such Transferred Employees by Seller before the\nClosing Date.  Any benefits provided pursuant to this Section 11.4\nby Purchaser to Transferred Employees will apply only to claims\nincurred by Transferred Employees on or after the Closing Date,\nand, except with respect to the Assumed Liabilities, Purchaser\nshall have no liability for costs and expenses related to those\nclaims incurred prior to the Closing Date.\n\n            (b)  The parties agree that for purposes of providing\nwelfare benefit continuation coverage pursuant to the provisions of\nthe Consolidated Omnibus Budget Reconciliation Act of 1985, welfare\nbenefit plan coverage under Purchaser's plans will be considered to\nhave commenced on the Closing Date and all eligible individuals\nwill not be considered to have lost coverage under Seller's plans\non the Closing Date.  \n\n            (c)  To the extent assets have been accumulated in\nconnection with any GD Employee Benefit Plans as of the Closing\nDate, Seller shall transfer or cause to be transferred to the\nPurchaser the allocable portion of the balance existing as of the\nClosing Date in any trust, voluntary employee beneficiary\nassociation, reserve, premium stabilization account or other\nsimilar account or arrangement established by Seller or any other\nPerson and which is attributable to the Assumed Liabilities.  The\ntransfer shall take place as soon as practicable but in no event\nlater than December 31, 1994.  Seller shall permit Purchaser to\nreview the process by which it determines, based on the balance\nexisting as of the Closing Date, the allocable share attributable\nto the Assumed Liabilities and shall provide Purchaser with access\nto all documentation requested by Purchaser to verify that the\nallocable share has been properly determined.  In the event\nPurchaser and Seller do not agree on the allocable share, Purchaser\nand Seller shall jointly engage an independent enrolled actuary to\nmake a determination within sixty (60) days of the engagement as to\nthe proper allocable share.  The conclusion of the independent\nenrolled actuary shall be binding on Purchaser and Seller. \nPurchaser and Seller shall share equally the cost of the actuary.\n\n     11.5   Pension Benefits.\n\n            (a)  As of the Closing Date, the Seller shall cause\neach Employee to become 100% vested in his accrued benefits in each\npension plan (as defined in Section 3(2) of ERISA) maintained by\nSeller (and where applicable each collective bargaining agreement\nassumed by the Purchaser in accordance with Section 11.2) with\nrespect to each Employee.  Seller shall amend its plans to credit\neach Employee's service on or after the Closing Date with the\nPurchaser and age attained after the Closing Date for purposes of\neligibility for early retirement benefits.  Following notification\nto Purchaser, Seller shall seek the consent of the representative\nof each collective bargaining unit identified in Schedule 5.22 of\nits intent to vest employee pension benefits in accordance with\nSection 11.5.  Seller shall retain all liabilities attributable to\naccrued benefits under its pension plans (whether qualified or\nnonqualified), and within six months after the Closing Date, shall\nprovide Purchaser a listing of the service credited and the vested\nbenefits payable to each Employee under the terms of such plans\n(including the portion attributable to retiree medical benefits). \nAt the same time, Seller also shall provide each Transferred\nEmployee with a statement of his vested accrued benefits. \nPurchaser shall have no liability of any kind with respect to\npension benefits accrued under Seller's Plans.\n\n            (b)     As of the Closing Date, Purchaser shall\nestablish a pension plan (or plans), or designate an existing\npension plan (or plans), intended to be qualified under Section\n401(a) of the Code to cover Transferred Employees (the \"Purchaser's\nPlans\").  Purchaser's Plans will contain such terms as Purchaser\nmay determine in its sole discretion (subject to the terms of\napplicable collective bargaining agreements) and will provide for\nbenefits based on service with Purchaser on or after the Closing\nDate, except that the Purchaser's Plans shall recognize service by\nTransferred Employees with the Seller prior to the Closing Date for\npurposes of vesting and participation.  \n\n     11.6   Savings Plans.\n\n            (a) As of the Closing Date, the Seller shall cause each\nEmployee to become 100% vested in his account balance in each\nsavings, thrift or 401(k) plan maintained by Seller with respect to\neach Employee.  Following notification to Purchaser, Seller shall\nseek the consent of the representative of each collective\nbargaining unit identified in Schedule 5.22 of its intent to vest\nemployees in their account balances in accordance with this Section\n11.6. \n\n            (b)     As of the Closing Date, Purchaser shall\nestablish or designate an existing individual account plan (or\nplans) intended to be qualified under Section 401(a) of the Code to\ncover each Transferred Employee.  Purchaser's plans shall permit\nTransferred Employees who receive a distribution (as defined in\nSection 402(f)(2)(A) of the Code) from Seller's Plans to make a\ndirect rollover in accordance with Section 401(a)(31) of the Code\nof the cash portion of such distribution to a plan designated or\nestablished pursuant to this Section 11.6(b).\n\n     11.7   Procedural Matters.\n\n\n            (a)     Commencing with the date hereof, the Seller\nshall make reasonably available to Purchaser and its agents,\nemployees, accountants and other representatives, such actuarial,\nfinancial, personnel and other benefit-related information as may\nbe requested by Purchaser, including but not limited to benefit\nrecords, employment histories, policies, interpretations,\ninsurance, service contracts and other related records needed for\nthe administration of Purchaser's plans.\n\n            (b)     Purchaser and Seller agree that the flexible\nspending accounts on behalf of Transferred Employees will be\nmaintained throughout 1994 in a manner that ensures that each\nTransferred Employee receives no more and no less than he would\nhave received had the transactions contemplated by this Agreement\nnot occurred. \n\n     11.8   Incentive Closing Agreements.  Seller shall be solely\nresponsible for the liabilities under any incentive closing\nagreements entered into between Seller and employees of the Space\nSystems Division.  Seller has delivered to Purchaser a letter dated\nDecember 21, 1993 (which letter is hereby incorporated by reference\nherein) which sets forth a complete and accurate list of all such\nincentive closing agreements.\n\n     11.9   Indemnification.\n\n            (a)     Seller shall indemnify and hold Purchaser\nharmless from any Damages it may incur with respect to any claims\nof, or liabilities or obligations to, Transferred Employees or\nemployees (including former employees) of Seller arising out of or\nrelating to the terms and conditions of their employment during\ntheir employment with Seller prior to the Closing Date whether such\nclaim is made before or after the Closing Date, including, but not\nlimited to, claims arising out of any GD Employee Benefit Plans),\nexcept to the extent the Damages arise from (i) Purchaser's failure\nto perform its obligations under this Article XI (including Damages\nrelating to the Assumed Liabilities), applicable Law, or collective\nbargaining agreements assumed by Purchaser pursuant to 11.2 or (ii)\nPurchaser's Plans explicitly provide for benefits based on service\nprior to the Closing Date; provided however, that nothing in\nSection 11.9 shall modify or expand the indemnification contained\nin Sections 11.2 or 11.3. \n\n            (b)     Purchaser shall indemnify and hold Seller\nharmless from any Damages it may incur with respect to any claims\nof, or liabilities or obligations to, Transferred Employees arising\nout of or related to the terms and conditions of their employment\nduring their employment with Purchaser after the Closing Date,\nincluding, but not limited to, claims arising out of any employee\nbenefit plan maintained by Purchaser unless the Damages result from\n(i) Seller failing to perform its obligations under the incentive\nclosing agreements referred to in Section 11.8 or (ii) incorrect\ndata provided to Purchaser by Seller under Section 11.7.\n\n     11.10  Intellectual Property.  Seller shall cooperate with\nPurchaser in communicating terms and conditions of employment for\nEmployees being hired by Purchaser, including advising the\nEmployees that their current agreements with Seller or its\nAffiliates concerning proprietary information and inventions (such\nas the General Dynamics Proprietary Information and Invention\nAgreements, Form 86-221 R1 (GDP Form 3-243)) shall not apply to\ntheir employment relationship with Purchaser, and that all\nEmployees, whether or not they signed such agreements with Seller,\nupon becoming Transferred Employees, shall be required to sign a\nnew agreement containing provisions concerning inventions, patents\nand other intellectual property.\n\n\n                         ARTICLE XII\n\n                   CLOSING AND POST-CLOSING\n                  COVENANTS; INDEMNIFICATION\n\n     12.1   Survival of Representations and Warranties.  The\nrepresentations and warranties of the parties contained in Articles\nV and VI of this Agreement shall survive the Closing through and\nincluding the second anniversary of the Closing Date; PROVIDED,\nHOWEVER, that (i) the representations and warranties of Seller made\nin connection with or arising out of Sections 5.9, 5.10, 5.11, and\n5.14(b)(1) through (b)(5), shall survive Closing and remain in full\nforce and effect until expiration of any rights of Purchaser or any\nthird party under law or equity with respect thereto and (ii) the\nrepresentations and warranties of Seller made in connection with or\narising out of Section 5.18 shall survive Closing and remain in\nfull force and effect until the tenth anniversary of the Closing\nDate.  All representations and warranties contained in this\nAgreement and in the disclosure schedules or in any certificates or\nother documents delivered pursuant hereto shall not be deemed to be\nwaived or otherwise affected by any prior knowledge of, or any\ninvestigation made by or on behalf of, any party hereto.  \n\n     12.2   Indemnification.\n\n            (a) Purchaser shall indemnify and hold harmless Seller\nand its Affiliates and Subsidiaries, and their respective\ndirectors, officers, employees and agents, from and against any and\nall Damages arising out of, based upon or with respect to:  (1) the\nfailure of any representation or warranty made by Purchaser herein\nto have been true and correct in all respects when made or deemed\nto have been made, (2) the breach by Purchaser of any of the\ncovenants and agreements on its part to be performed under this\nAgreement, (3) the Assumed Liabilities, and (4) the ownership or\noccupancy of the Assets or the operation of the Business\n(including, without limitation, the design, manufacture and\nassembly of products or the provision of services, the leasing of\nproperty (real and personal), the incurrence of commitments and\nobligations, the employment of persons, the provision of services\nand the giving of warranties and warnings) by Purchaser after the\nClosing Date, except for the Excluded Liabilities.  Purchaser shall\nalso fully and promptly pay, perform, discharge, defend, indemnify\nand hold harmless Seller, and its respective directors and\nofficers, from and against any and all Loss or Damages arising out\nof, based upon or attributable to any Environmental Claim or\nRemedial Action which is attributable to (but only to the extent\nattributable to) the operations of the Facilities or the act or\nomission of Purchaser following the Closing, including without\nlimitation, any investigation, remediation or removal of any\nContaminant; PROVIDED, HOWEVER, that the indemnity provided in this\nsentence shall not be assignable by Seller.\n\n            (b)     Seller shall indemnify and hold harmless\nPurchaser and its Affiliates and Subsidiaries and their respective\ndirectors, officers, employees and agents, from and against any and\nall Damages arising out of, based upon or with respect to:  (1) the\nfailure of any representation or warranty made by Seller herein to\nhave been true and correct in all respects when made or deemed to\nhave been made (including, without limitation, all statements made\non any Schedule hereto or in any Exhibit hereto but excluding any\nsuch failure with respect to the representations and warranties\nmade by it in (A) Section 5.9 to the extent indemnification\ntherefor is available under Section 11.9, (B) Section 5.18 to the\nextent indemnification therefor is available under Section 12.2(d),\n(C) Section 5.11 to the extent indemnification therefor is\navailable under Section 12.4, and (D) Sections 5.1 through 5.4,\n5.10 and 5.26); (2) the failure of any representation or warranty\nmade by Seller in any of Sections 5.1 through 5.4, 5.10 and 5.26\nhereof (including, without limitation, all statements made on any\nSchedule hereto or in any Exhibit hereto) to have been true and\ncorrect in all respects when made or deemed to have been made, and\n(3) the breach by Seller of any of the covenants and agreements on\nits part to be performed under this Agreement.\n\n            (c)     Seller shall indemnify and hold harmless\nPurchaser and its Affiliates and Subsidiaries and their respective\ndirectors, officers, employees and agents with respect to (A) any\nand all Damages arising out of or resulting from the ownership or\noccupancy of the Assets (including, without limitation, the Kearny\nMesa Facility, Plant 19 and the Sycamore Canyon Facility) or the\nExcluded Assets or the operation of the Business (including,\nwithout limitation, the design, manufacture and assembly of\nproducts or the provision of services, regardless of whether sold\nbefore, at or after the Closing Date, the leasing of property (real\nand personal), the incurrence of commitments and obligations, the\nemployment of persons, the provision of services and the giving of\nwarranties) by GDC, SSC or CLS on or before the Closing Date,\nwhether asserted before or after the Closing Date, except for the\nAssumed Liabilities and (B) without duplication, any and all\nExcluded Liabilities.  To the extent that a given claim for\nindemnification in favor of Purchaser could be deemed to arise\nunder both Section 12.2(b) and this Section 12.2(c), then such\nclaims shall be deemed to only have arisen under this Section\n12.2(c).\n\n            (d)     Seller shall fully and promptly pay, perform,\ndischarge, defend, indemnify and hold harmless Purchaser and its\nAffiliates and Subsidiaries, and their respective directors,\nofficers, employees, agents and customers, past, present or future,\nfrom and against any and all Loss or Damages arising out of, based\nupon or attributable to (i) any Environmental Claim or Remedial\nAction or (ii) the breach of any representation or warranty under\nSection 5.18 (including any statement in Schedule 5.18), in each\ncase to the extent arising out of or based upon anything relating\nto the Facilities or their operation by the Seller or other Persons\nor the act or omission of Seller or any Subsidiary or any\npredecessor thereof prior to the Closing, including, without\nlimitation, any investigation, remediation or removal of any\nContaminant (whether such Contaminant is now located at the\nFacilities or elsewhere) and any Environmental Claim or Remedial\nAction required in respect of any matter disclosed in or pursuant\nto Schedule 5.18.  Without limiting the rights or obligations of\nPurchaser and Seller set forth above, Purchaser agrees to (x) on a\nbasis consistent with Seller's past practices, continue to seek\npayment or reimbursement from the U.S. Government with respect to\nEnvironmental Claims and Remedial Actions relating to Plant 19,\nCape Canaveral Air Force Station and Vandenberg Air Force Base\nFacilities and (y) otherwise reasonably cooperate with Seller in\nits efforts to assert good faith claims for recovery against third\nparties in connection with Environmental Claims or Remedial\nActions; PROVIDED, HOWEVER, that, except as set forth in clause (x)\nabove, (i) the Purchaser shall not be required to pursue claims\nagainst third parties before having a right to make claims against\nthe Seller, (ii) Purchaser shall have no obligation to continue to\npursue the U.S. Government as required by clause (x) in respect of\nany Environmental Claim or Remedial Action as to which no payment\nhas been received within ninety (90) days after the original demand\nby Purchaser, and then shall be entitled to immediate\nindemnification from Seller as provided herein and (iii) Purchaser\nshall not in any event be required to increase its overhead rates\nin order to facilitate a recovery by Seller.  Seller shall\nreimburse Purchaser for all costs incurred by Purchaser in making\nthird party claims or assisting Seller in connection with the\nforegoing.\n\n            (e)     Notwithstanding any contrary provisions herein\ncontained, including any indemnification provisions, neither Seller\nor any of its Affiliates, on the one hand, nor Purchaser or any of\nits Affiliates, on the other hand, shall have any liability or\nobligation to indemnify or hold harmless any Person by reason of\nthe fact that the consummation of the transactions provided for by\nthis Agreement is found, held, determined or alleged to have\nviolated the antitrust laws of the United States or any foreign\njurisdiction; PROVIDED, HOWEVER, that this Section 12.2(e) shall\nnot, at or subsequent to the consummation of such transactions, be\ndeemed to relieve any Person from liability with respect to a\nknowing and willful misrepresentation as to the propriety of such\ntransactions under any such laws.\n\n            (f)     Seller shall indemnify and hold harmless\nPurchaser, and its Affiliates and Subsidiaries and their respective\ndirectors, officers, employees, agents and customers from and\nagainst any and all Damages based upon the infringement, or\ninducing or contributory infringement, of any patent, copyright,\nmask work right, or right in trade secret, by reason of the\nmanufacture, lease, sale or use after the Closing Date of any\napparatus manufactured or sold, or process practiced, by the Space\nSystems Division at any time during the six years prior to the\nClosing Date; PROVIDED, HOWEVER, that the obligations under this\nSection 12.2(f) shall not apply to any Damages for any such\ninfringement, other than contributory or inducing infringement,\nbased solely on the combination or use of any such product or\nprocess with any other apparatus or process not manufactured, sold\nor practiced by Seller during the six years prior to the Closing\nDate; and provided, further that the obligations of Seller under\nthis Section 12.2(f) shall not apply to infringements which occur\nas a result of any modification to any apparatus or process from\nthe form in which it was made, used or sold by the Space Systems\nDivision on or before the Closing Date.  Seller's obligations under\nthis Section 12.2(f) with regard to acts of contributory or\ninducing infringement after the Closing Date shall apply only if\nthe same acts which give rise to such inducing or contributory\ninfringement were also performed by the Space Systems Division on\nor before the Closing Date.\n\n            (g)     For the purposes of administering the\nindemnification provisions of this Agreement, the following\nprocedures shall apply from and after the Closing Date:\n\n                    (1)  Each indemnified party shall notify the\nIndemnitor of any Indemnification Event in writing within 30 days\nfollowing the receipt of notice of the commencement of any action\nor proceeding or within 60 days of (A) the assertion of any claim\nagainst such indemnified party or (B) the discovery by such\nindemnified party of any loss, giving rise to indemnity pursuant to\nthis Agreement (any 30 or 60 day notification requirement shall\nbegin to run, in the case  of a claim which is amended so as to\ngive rise to an Indemnification Event, from the first day such\nclaim is amended to include any claim which is an Indemnification\nEvent hereunder) and shall indicate in such notification whether\nsuch indemnified party is requesting indemnification with respect\nto such Indemnification Event.  The failure to give notice as\nrequired by this Section 12.2(g)(1) in a timely fashion shall not\nresult in a waiver of any right to indemnification hereunder except\nto the extent that the Indemnitor's ability to defend against the\nevent with respect to which indemnification is sought is materially\nadversely affected by the failure of the indemnified party to give\nnotice in a timely fashion as required by this Section.\n\n                    (2)  After notification is given as aforesaid,\nthe Indemnitor shall be entitled (but not obligated, except with\nrespect to Assumed Liabilities, as to which Purchaser shall be so\nobligated) to assume the defense or settlement of any such action\nor proceeding, or to participate in any negotiations or proceedings\nto settle or otherwise eliminate any claim; PROVIDED, HOWEVER, that\nin the event the Indemnitor assumes any such defense or settlement\nor any such negotiations, it shall actively pursue such defense,\nsettlement or negotiations in good faith.  If the Indemnitor fails\nto elect in writing within 10 Business Days after the notification\nreferred to above to assume the defense, the indemnified party may\nengage counsel to defend, settle or otherwise dispose of such\naction or proceeding.\n\n                    (3)  In cases where the Indemnitor has assumed\nthe defense or settlement with respect to an Indemnification Event,\nthe Indemnitor shall be entitled to assume the defense or\nsettlement thereof with counsel of its own choosing, which counsel\nshall be reasonably satisfactory to the indemnified party, provided\nthat the Indemnitor shall not be entitled to settle, compromise,\ndecline to appeal, or otherwise dispose of any such action,\nproceeding or claim without the consent or agreement of the\nindemnified party (which consent will not be unreasonably withheld\nor delayed) provided, that if the terms of the settlement provide\nonly for payment of monies and do not provide for any agreement to\nact or refrain from acting in any manner and such consent is\nwithheld, then the Indemnitor's liability shall be limited to the\namount for which the Indemnitor agreed with the claimant to settle\ntogether with Indemnitor's cost and attorneys' fees to the date\nsuch settlement was rejected by the indemnified party.\n\n                    (4)  In any case in which the Indemnitor\nassumes the defense or settlement thereof, the indemnified party\nshall be entitled to participate at its own cost in any such action\nor proceeding or in any negotiations or proceedings to settle or\notherwise eliminate any claim for which indemnification is being\nsought and shall have the right to employ its own counsel in any\nsuch case, but the fees and expenses of such counsel shall be at\nthe expense of such indemnified party unless (A) the employment of\nsuch counsel shall have been authorized in writing by the\nIndemnitor in connection with the defense of such suit, action,\nclaim or proceeding, (B) the Indemnitor shall not have employed\ncounsel (reasonably satisfactory to the indemnified party) to take\ncharge of the defense of such action, suit, claim or proceeding\nwithin 10 Business Days after notice of commencement of the action,\nsuit, claim or proceeding, or (C) such indemnified party shall have\nreasonably concluded that there may be defenses available to it\nwhich are different from or additional to those available to the\nIndemnitor which, if the Indemnitor and the indemnified party were\nto be represented by the same counsel, could result in a conflict\nof interest for such counsel or materially prejudice the\nprosecution of the defenses available to such indemnified party. \nIf any of the events specified in clauses (B) or (C) of the\npreceding sentence shall have occurred or shall otherwise be\napplicable, then the reasonable fees and expenses of one counsel or\nfirm of counsel selected by the indemnified party shall be borne by\nthe Indemnitor and, in the event of clause (C), such counsel shall\nbe reasonable acceptable to the Indemnitor.  In no event shall an\nIndemnitor be liable to any indemnified party for the cost of\nemploying or using in-house legal counsel regardless of whether\nsuch Indemnitor has, or has not, assumed the defense or settlement\nof such action, proceeding or claim.\n\n                    (5)  In the event indemnification is requested,\nthe relevant Indemnitor, its representatives and agents shall have\naccess to the premises, books and records of the indemnified party\nor parties seeking such indemnification to the extent reasonably\nnecessary to assist it in defending or settling any action,\nproceeding or claim; PROVIDED, HOWEVER, that such access shall be\nconducted in such manner as not to interfere unreasonably with the\noperation of the business of the indemnified party or parties and\nshall only take place in the presence of a representative of the\nindemnified party or parties unless otherwise so agreed and the\nindemnified party shall not be required to disclose any information\nwith respect to itself or any of its Affiliates or former\nAffiliates (other than any such Affiliate or former Affiliate which\nis a party to this Agreement), and shall not be required to\nparticipate in the defense of any claim to be indemnified hereunder\n(except as otherwise expressly set forth herein), unless such\ndisclosure or participation is otherwise required or reasonably\nnecessary in the defense of any claim to be indemnified hereunder.\n\n                    (6)  Any amount which is required to be paid by\nan Indemnitor to any party, including any reimbursement to which\nthe indemnified party is entitled, shall be paid by such Indemnitor\npromptly.  \n\n            (h)     From the date hereof until the sixth\nanniversary of the Closing Date, each party to this Agreement\nagrees to retain all Documents with respect to all matters as to\nwhich indemnity may be sought under this Agreement (except to the\nextent that such Documents in the possession of a party may be\ntransferred to the possession of another party at the Closing\npursuant to or as contemplated by this Agreement).  Before\ndisposing of or otherwise destroying any such Documents, the\npossessor thereof shall give reasonable notice to such effect and\ndeliver to any Indemnitor, at such Indemnitor's expense and upon\nits request, a copy of any such Documents.  In addition, each party\nto this Agreement agrees to use its reasonable efforts to cause its\nemployees to cooperate with and assist the appropriate Indemnitor\nand indemnified party in connection with any claim, action or\nproceeding for which indemnity is sought hereunder or with respect\nto which an Indemnitor has elected to participate in the defense.\n\n            (i)     Seller shall not be liable to any Person under\nSection 12.2(b)(1) and 12.2(f) unless and until the aggregate\namount for which indemnity would otherwise be due from Seller under\nSection 12.2(b)(1) and 12.2(f), together with any Basket Limited\nLiabilities (as defined in Schedule 1(A)), exceeds $2,500,000 (it\nbeing understood that Seller shall be liable only for all amounts\nin excess thereof) and, provided further, that Seller shall not be\nliable under Sections 12.2(b)(1) and 12.2(f) to make payments in\nexcess of an aggregate of $50,000,000.  The foregoing limitations\nshall not be applicable in respect of any other obligations of\nSeller hereunder nor in respect of obligations of Seller under\nSection 12.2(f) hereof for products manufactured by the Space\nSystems Division on or prior to the Closing Date, whether sold\nbefore, on or after the Closing Date.\n\n            (j)     The indemnities provided for in Sections\n12.2(a)(1), 12.2(b)(1) and (2) shall survive until the second\nanniversary of the Closing Date or, if applicable, such longer\nperiod of time as may be specified in Section 12.1 for survival of\nthe representation or warranty giving rise to such indemnity claim\n(except with respect of any Indemnification Event as to which the\nindemnified party shall have given the Indemnitor notice prior to\nthe applicable survival date, which shall survive until the payment\nin full by the Indemnitor of any Damages following final settlement\nor non-appealable judgment with respect to such Indemnification\nEvent).  The remaining indemnities provided for under this\nAgreement shall remain in effect in perpetuity notwithstanding any\nother provisions of this Agreement.\n\n            (k)     The indemnities provided for in Sections\n12.2(a)(1) and 12.2(b)(1) and (2) shall be the exclusive remedies\nunder this Agreement with respect to the failure of any\nrepresentation or warranty covered thereby to have been true and\ncorrect when made or deemed made, except in the case of intentional\nmisrepresentation or fraud.\n\n            (l)     Notwithstanding any facilitating undertakings\nby Purchaser of Seller's liability to third parties to effectuate\nor facilitate the Closing and the transactions contemplated herein,\n(such as under leases, contracts, assignments, novations or\npermits), this Agreement shall be the sole governing document in\ndetermining the rights and liabilities as between the Purchaser and\nSeller and no inference shall be formed that an undertaking\ncontained in any other agreement is an Assumed Liability with\nrespect to a pre-Closing act, event, omission or condition.  In the\nabsence of an express written provision to the contrary in this\nAgreement setting forth a specific third party undertaking as an\nAssumed Liability under this Agreement, any undertaking of this\ntype shall not be deemed an Assumed Liability for purposes of\nSection 12.2(a) or 12.2(c) of this Agreement nor in any event so as\nto operate to lessen or obviate the indemnity protection afforded\nto Purchaser under Section 12.2(d) of this Agreement.\n\n     12.3   Payment of Brokers' or Finders' Fees.  Seller shall pay\nany and all brokers' or finders' fees, or any other commission or\nsimilar fee, payable to any person acting on behalf of Seller or\nany of its Affiliates or under the authority of any of them, in\nconnection with any of the transactions contemplated herein, and\nPurchaser shall pay any and all brokers' or finders' fees, or any\nother commission or similar fee, payable to any person acting on\nbehalf of Purchaser or any of its Affiliates or under the authority\nof any of them, in connection with any of the transactions\ncontemplated herein, in each case regardless of whether any claim\nfor payment is asserted before or after the Closing of the\ntransactions contemplated hereby, or before or after any\ntermination of this Agreement.\n\n     12.4   Tax Matters\n\n            (a)  Seller and Purchaser shall cooperate fully with\neach other and make available or cause to be made available to each\nother in a timely fashion such tax data, prior tax returns and\nfilings and other information as may be reasonably required for the\npreparation by Purchaser or Seller of any tax returns, elections,\nconsents or certificates required to be prepared and filed by\nPurchaser or Seller and any audit or other examination by any\ntaxing authority, or judicial or administrative proceeding relating\nto liability for Taxes.  Purchaser and Seller will each retain and\nprovide to the other party all records and other information which\nmay be relevant to any such Tax Return, audit or examination,\nproceeding or determination, and will each provide the other party\nwith any final determination of any such audit or examination,\nproceeding or determination that affects any amount required to be\nshown on any Tax Return of the other party for any period.  Without\nlimiting the generality of the foregoing but subject to Section\n12.2(h), each of Purchaser and Seller will retain copies of all Tax\nReturns, supporting work schedules and other records relating to\ntax periods or portions thereof ending prior to or on the Closing\nDate.  Purchaser will cause appropriate personnel to prepare usual\nand customary tax return packages for (i) the tax period ending\nDecember 31, 1993 (the \"1993 Packages\") and (ii) the tax period\nbeginning January 1, 1994, and ending as of the Closing Date (the\n\"Short Period Packages\"). Except as otherwise provided below, the\n1993 Packages will be delivered to Seller not later than April 30,\n1994 and the Short Period Packages will be delivered to Seller not\nlater than 120 days after the Closing Date.  If the Purchaser\ndetermines that it is impractical to deliver the Packages on or\nbefore the prescribed times, it shall deliver the Packages to\nSeller as soon after the initially prescribed times as is\nreasonably practicable but in no event shall the 1993 Packages be\ndelivered later than July 31, 1994, nor shall the Short Period\nPackages be delivered later than 210 days after the Closing Date,\nPurchaser having no obligation to incur additional out-of-pocket\nexpenses to accelerate the delivery.  Purchaser will provide Seller\nwith any necessary payroll records attributable to the period prior\nto the Closing Date.\n\n            (b)     Any sales, transfer, use or other similar taxes\nimposed as a result of the sale of the Assets to Purchaser pursuant\nto this Agreement shall be shared equally by Seller and Purchaser. \nAt the Closing, Purchaser shall remit to Seller such properly\ncompleted resale exemption certificates and other similar\ncertificates or instruments as are necessary to claim available\nexemptions from the payment of sales, transfer, use or other\nsimilar taxes under applicable law.  All recording, transfer and\nother similar taxes and fees payable as a result of the public\nrecordation of the instruments of conveyance or transfer of the\nAssets executed and delivered to Purchaser pursuant to this\nAgreement shall be allocated between the Purchaser and the Seller\nin accordance with the customary practice prevailing in the place\nwhere any such Assets are located.\n\n            (c)     Seller shall be responsible for, and shall\nindemnify and hold harmless, Purchaser and its Subsidiaries and\nAffiliates in respect of any Damages attributable to all Taxes with\nrespect to the ownership, use or leasing of the Assets on or prior\nto the Closing Date and Purchaser or its Affiliates shall be\nresponsible for, and shall indemnify and hold harmless Seller, its\nSubsidiaries and Affiliates in respect of any Damages attributable\nto all Taxes with respect to the ownership, use or leasing of the\nAssets after the Closing Date.  Seller's share of all real and\npersonal property Taxes, state and local ad valorem Taxes and\nassessments applicable to the Assets for any period commencing on\nor prior to the Closing Date and ending after the Closing Date\nshall be determined on a pro rata basis based on the length of such\nperiod and when the Closing Date occurs therein.  \n\n            (d)     Seller and Purchaser agree that the transaction\ncontemplated by this Agreement constitutes a sale of a trade or\nbusiness within the meaning of Section 41(f)(3) of the Code. \nSeller agrees to provide Purchaser upon request with all\ninformation necessary to permit Purchaser to timely apply the\nprovisions of Section 41(f)(3)(A) of the Code with respect to the\nAssets.  Seller agrees to furnish Purchaser upon request clearance\ncertificates or similar documents that may be required by any\nstate, local or other taxing authority to relieve Purchaser of any\nobligations to withhold any portion of the purchase consideration\nto be transferred pursuant to Article II hereof.\n\n            (e)     The Purchase Price and the liabilities assumed\nby Purchaser shall be allocated among the Purchased Assets as\nprovided in Section 1060 of the Code and Treasury Regulations\nthereunder.  Such allocation shall initially be based on an\nappraisal by one of the \"Big 6\" national certified public\naccounting firms to be selected by Purchaser, other than the\nregular auditing firm of Purchaser.  Seller shall have 30 days from\nthe later of (i) receipt of such initial allocation or (ii) receipt\nof the appraisal and supporting work papers, to review and approve\nthe allocation or make suggested modifications thereto.  The final\nallocation shall be such allocation as is agreed upon by Purchaser\nand Seller.  Purchaser and Seller agree to provide reasonable\naccess by their respective employees and representatives\n(including, without limitation, the appraiser) to those assets and\nrecords of Seller prior to the Closing necessary for the purpose of\nmaking such appraisal and allocation.  Upon agreement as to the\nfinal allocation, Purchaser and Seller shall not take any position\non their respective Tax Returns that is inconsistent with such\nallocation of the purchase price, and Purchaser and Seller shall\nduly prepare and timely file such reports and information returns\nas may be required to report the allocation of the purchase price\npursuant to this Section 12.4(h).  The parties acknowledge that the\npurchase price subject to allocation will be different amounts for\neach of Purchaser and Seller (e.g., due to inclusion of differing\namounts of transaction costs).  If, after 60 days, Purchaser and\nSeller are unable to agree upon the final allocation, any disputed\nmatters shall be finally and conclusively determined by an\nindependent auditing firm of recognized national standing (the\n\"Allocation Arbiter\") selected by Purchaser and Seller, which shall\nnot be the regular auditing firm of Purchaser or Seller or the firm\nwhich made the initial allocation.  The Allocation Arbiter's\ndetermination shall constitute the final allocation of the purchase\nprice for purposes hereof.  Seller shall pay a portion of the fees\nincurred in connection with the initial appraisal equal to the\nlesser of (i) $100,000 or (ii) 50% of the total amount of such\nfees.  Purchaser shall pay the remainder of the fees incurred in\nconnection with the initial appraisal.  The Allocation Arbiter's\nfees shall be paid 50% by Purchaser and 50% by Seller.\n\n            (f)     Prior to or as of the Closing, Seller will\neffectively terminate all safe harbor lease agreements and\narrangements under Section 168(f)(8) of the 1954 Code relating to\nthe Assets such that, following the Closing, none of the Assets\nwill be property that Purchaser or any of its Affiliates will be\nrequired to treat as being owned by any other Person pursuant to\nthe provisions of Section 168(f)(8) of the 1954 Code.  Seller will\nindemnify and hold Purchaser and its Affiliates harmless against\n(i) any and all Damages arising pursuant to or in connection with,\nand all obligations to any other party to, any and all safe harbor\nlease agreements or arrangements to which any of the Assets were\nsubject prior to the Closing and (ii) any and all damages arising\nin connection with or pursuant to the termination thereof.\n\n            (g)     In the event any taxing authority mistakenly\ndelivers to or otherwise credits Purchaser with a refund of Tax\nrelating to Taxes paid or arising in periods prior to the Closing\nDate, Purchaser will promptly negotiate such refund to Seller or\npay an amount equal to such credit to Seller, as the case may be.\n\n\n     12.5   [Intentionally Omitted]\n\n     12.6   Liquidating Events.\n\n     (a)    For a period of five (5) years after the Closing Date,\nGDC shall not distribute all or substantially all of its assets to\nits shareholders or a liquidating trust or similar entity, dissolve\nor sell all or substantially all of its assets for less than fair\nvalue (as determined in good faith by the board of \ndirectors of GDC) unless:\n\n                    (1)  at least thirty (30) days prior thereto\nSeller shall have notified Purchaser in writing of the proposed\naction; and\n\n                    (2)  Seller shall have, together with such\nnotice, offered to Purchaser such security as Seller deems\nsufficient to provide compensation to Purchaser, within any\napplicable limits of this Agreement, for all matured, pending,\ncontingent, conditional or unmatured indemnification or other\nclaims against, or liabilities or obligations of, Seller under this\nAgreement, assuming such claims, liabilities or obligations are to\nmature at the maximum potential amount thereof; and\n\n                    (3)  Purchaser shall either (a) have notified\nSeller in writing that Purchaser accepts such offered security or\n(b) within 10 days after receipt of Seller's notice under Section\n12.6(a)(2), have notified Seller in writing that Purchaser rejects\nsuch offered security; and\n\n                    (4)  If Purchaser has rejected Seller's offered\nsecurity pursuant to Section 12.6(a)(3), Seller has complied with\nthe requirements of Section 12.6(b) and the security required to be\nprovided to Purchaser has been determined, as provided therein, and\noffered to Purchaser.\n\n            (b)     If Purchaser rejects any offered security as\npermitted by Section 12.6(a)(3), Purchaser and Seller shall\ndetermine the required amount of any security for claims to be\nprovided to Purchaser as follows:\n\n                    (1)  Within fifteen (15) days after Purchaser\nrejects any security offered by Seller as permitted by Section\n12.6(a)(3), Purchaser and Seller shall petition an arbitrator, as\nprovided in this Section 12.6(b), to determine the amount and form\nof security which would be reasonably likely to be sufficient to\nprovide compensation to Purchaser for all contingent, conditional\nor unmatured claims of Purchaser against Seller under this\nAgreement, if such claims mature.\n\n                    (2)  The arbitration required under Section\n12.6(b)(1) shall be resolved by arbitration conducted in accordance\nwith the Commercial Arbitration Rules or then-existing rules for\ncommercial arbitration of the American Arbitration Association;\nprovided, however, that the parties shall select an arbitrator and\nagree upon a schedule of arbitration such that the commencement of\nthe arbitrator's hearing shall commence no later than ninety (90)\ndays after the Purchaser has rejected the Seller's offer of\nsecurity.  The arbitration shall be final and binding upon the\nparties to the maximum extent permitted by Law.\n\n                    (3)  Each party shall pay the fees of its own\nattorneys, expenses of witnesses and all other expenses connected\nwith the presentation of such party's case.  One-half the cost of\nany arbitration pursuant to this Section 12.6, including the cost\nof the record or transcripts thereof, if any, administrative fees,\nand all other fees involved, shall be paid by Purchaser, and the\nbalance shall be paid by Seller, except as the arbitrator may\notherwise direct.\n\n                    (4)  Proceedings under and the provisions of\nthis Section 12.6(b) shall be subject to Section 13.3.\n\n                    (5)  Any arbitration proceedings hereunder\nshall be held in the State of Maryland.\n\n                         ARTICLE XIII\n\n\n                           GENERAL\n\n     13.1   Amendments.  This Agreement may be amended, modified,\nsuperseded or cancelled and any of the terms, covenants,\nrepresentations, warranties or conditions hereof may be waived only\nby an instrument in writing signed by each of the parties hereto\nor, in the case of a waiver, by or on behalf of the party waiving\ncompliance.\n\n     13.2   Integrated Contract.  This Agreement, including the\nSchedules and Exhibits hereto, any written amendments to the\nforegoing satisfying the requirements of Section 13.1 hereof, the\nAncillary Agreements and the Confidentiality Agreements referred to\nin Section 7.1(b) and (c) hereof, constitute the entire agreement\namong the parties with respect to the subject matter hereof and\nthereof, and supersede any previous agreements and understandings\nbetween the parties with respect to such matters.\n\n     13.3   Governing Law.  This Agreement and the legal relations\nbetween the parties shall be governed by and construed in\naccordance with the laws of the State of Maryland without regard to\nthe principles regarding the choice of law.\n\n     13.4   Notices.  Any notice or other communications required\nor permitted hereunder shall be in writing and shall be deemed to\nhave been duly given when delivered personally or transmitted by\ntelex or telecopier, receipt acknowledged, or in the case of\ndocumented overnight delivery service or registered or certified\nmail, return receipt requested, postage prepaid, on the date shown\non the receipt therefor, \n\n            (a)     if to Purchaser, to:\n\n                    Martin Marietta Corporation\n                    6801 Rockledge Drive\n                    Bethesda, Maryland  20817\n                    Attention:  Frank H. Menaker, Jr., Esq.\n                    Telecopy:  (301) 897-6333\n\n                    with a copy to:\n\n                    Piper &amp; Marbury\n                    36 South Charles Street\n                    Baltimore, Maryland  21201\n                    Attention:  R. W. Smith, Jr., Esq.\n                    Telecopy:  (410) 576-1700\n\n            (b)     if to Seller, to:\n\n                    General Dynamics Corporation\n                    3150 Fairview Park Drive\n                    Falls Church, Virginia 22042-4523\n                    Attention:  Nicholas D. Chabraja, Esq.\n                    Telecopy:   (703) 876-3125\n\n\n\n                    with a copy to:\n\n                    Jenner &amp; Block\n                    One IBM Plaza\n                    Chicago, Illinois 60611\n                    Attention:  David A. Savner, Esq.\n                    Telecopy:  (312) 527-0484\n\nor to such other address(es) as shall be furnished in writing by\nany such party to each of the other parties hereto in accordance\nwith the provisions of this Section 13.4.\n\n     13.5   Assignment.  Neither this Agreement nor any of the\nrights and obligations of the parties hereunder may be assigned by\nany of the parties hereto without the prior consent of each other\nparty hereto, except that Purchaser may assign any or all of its\nrights and\/or obligations hereunder to any of its direct or\nindirect Subsidiaries and any such Subsidiary may assign such\nrights and\/or obligations to another direct or indirect Subsidiary\nof Purchaser.  Notwithstanding the foregoing, Purchaser shall\nremain liable for all of its obligations under this Agreement. \nSubject to the first sentence of this Section 13.5, this Agreement\nshall be binding upon and inure to the benefit of the parties\nhereto and their respective successors and assigns and no other\nperson shall have any right, obligation or benefit hereunder.\n\n     13.6   Headings.  The descriptive headings of the several\nArticles, Sections and Schedules of this Agreement are inserted for\nconvenience only and do not constitute a part of this Agreement.\n\n     13.7   Counterparts.  This Agreement may be executed in one or\nmore counterparts, all of which shall be considered one and the\nsame agreement, and shall become effective when one or more\ncounterparts have been signed by each of the parties hereto and\ndelivered, in person or by telecopier, receipt acknowledged, to the\nother party hereto.\n\n     13.8   Expenses.  Whether or not the transactions contemplated\nby this Agreement are consummated, except as otherwise expressly\nprovided herein each of the parties hereto shall be responsible for\nthe payment of its own respective costs and expenses incurred in\nconnection with the negotiations leading up to and the performance\nof its respective obligations pursuant to this Agreement, including\nthe fees of any brokers or advisors employed or retained by or on\nbehalf of such party.\n\n     13.9   Further Assurances.  From time to time after the\nClosing, each party to this Agreement shall, at its expense except\nas otherwise expressly provided herein, do, execute, acknowledge\nand deliver any and all such other and further acts, assignments,\ntransfers and any instruments of further assurance, approvals and\nconsents as are necessary or proper in order to complete, ensure\nand perfect the consummation of the transactions contemplated by\nthis Agreement and the Ancillary Agreements.\n\n     13.10  Public Announcements.  No party to this Agreement shall\nissue any press release or public announcement of any kind\nconcerning the transactions contemplated by this Agreement without\nprior consultation with the other party hereto.\n\n     13.11  Bulk Sales Compliance.  Each of the parties hereto\nhereby waives compliance by each of the other parties hereto with\nthe provisions of any Bulk Sales Law of any State.\n\n     13.12  No Third Party Beneficiaries.  Except for the rights\nand remedies granted to Purchaser and Seller under this Agreement\nand the Ancillary Agreements, nothing contained in this Agreement,\nexpress or implied, shall confer upon any labor organization,\nEmployee, Transferred Employee, employee of Purchaser, employee of\nSeller or any other Person any rights or remedies including,\nwithout limitation, any right to any benefit, compensation,\npayment, employment or continued employment for any specified\nperiod, of any nature or kind whatsoever under or by reason of this\nAgreement.\n\n     13.13  Agreement Regarding EAC's.  Purchaser and Seller\nacknowledge that the Purchaser has expressed concern that the\nestimates at completion included in the balance sheets of the Space\nSystems Division prepared pursuant to this Agreement can be\npresented as an all-inclusive category of liabilities and\nobligations which could be used to subvert the understanding\nreached in this Agreement that Purchaser is not assuming any\nliabilities or obligations of Seller other than the Assumed\nLiabilities.  Seller agrees that it will apply the principles of\nthis Agreement in good faith and will not use the estimates at\ncompletion as a general basket category of liabilities and\nobligations not specifically related to the original estimates at\ncompletion made by Seller and accepted by Purchaser under this\nAgreement.\n\n     IN WITNESS WHEREOF, each of the parties hereto has caused this\nAgreement to be executed on its behalf by its officers or\nrepresentatives thereunto duly authorized, all as of the date first\nwritten above.\n\n                         MARTIN MARIETTA CORPORATION\n\n\n                    \n                         By: Marcus Bennett                                     \n    \n                         \n\n\n\n                         GENERAL DYNAMICS CORPORATION\n\n\n                    \n                         By: Nicholas D. Chabraja                         \n    \n\n\n                         GENERAL DYNAMICS SPACE SERVICES COMPANY\n\n\n                    \n                         By: D. S. Hapke, Jr.                                   \n    \n\n\n                         GENERAL DYNAMICS COMMERCIAL\n                         LAUNCH SERVICES, INC.\n\n\n                    \n                         By: Michael Wash                                     \n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7614,8070],"corporate_contracts_industries":[9475,9476],"corporate_contracts_types":[9623,9622],"class_list":["post-43300","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-dynamics-corp","corporate_contracts_companies-lockheed-martin-corp","corporate_contracts_industries-aerospace__ships","corporate_contracts_industries-aerospace__space","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43300","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43300"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43300"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43300"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43300"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}