{"id":43513,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-agreement-fmc-corp-and-harsco-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-agreement-fmc-corp-and-harsco-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-agreement-fmc-corp-and-harsco-corp.html","title":{"rendered":"Purchase Agreement &#8211; FMC Corp. and Harsco Corp."},"content":{"rendered":"<pre>\n                                                                 [PROJECT PHLOX]\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n\n\n                               PURCHASE AGREEMENT\n\n\n                                      among\n\n\n                                FMC CORPORATION,\n\n                               HARSCO CORPORATION,\n\n                             HARSCO UDLP CORPORATION\n\n                                       and\n\n                          IRON HORSE ACQUISITION CORP.\n\n\n                       ___________________________________\n\n                           Dated as of August 25, 1997\n                       ___________________________________\n\n\n\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n                                                                            Page\n                                                                            ----\n\n\n1.   Certain Definitions; Purchase and Sale of Interests . . . . . . . . . . . 1\n     (a)  Certain Definitions. . . . . . . . . . . . . . . . . . . . . . . . . 1\n     (b)  Purchase and Sale of Interests; Final Purchase Price . . . . . . . . 3\n     (c)  Estimated Final Purchase Price . . . . . . . . . . . . . . . . . . . 4\n\n2.   Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4\n     (a)  Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4\n     (b)  Net Worth Adjustment . . . . . . . . . . . . . . . . . . . . . . . . 5\n     (c)  Limited Partnership Form of UDLP . . . . . . . . . . . . . . . . . . 7\n     (d)  Transfer to FMC Affiliate. . . . . . . . . . . . . . . . . . . . . . 8\n\n3.   Conditions to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . 8\n     (a)  Buyer's Obligation . . . . . . . . . . . . . . . . . . . . . . . . . 8\n     (b)  Each Seller's Obligation . . . . . . . . . . . . . . . . . . . . . . 9\n\n4.   Representations and Warranties of Sellers . . . . . . . . . . . . . . . .10\n\n4A.  Representations and Warranties of FMC . . . . . . . . . . . . . . . . . .10\n     (a)  Authority; No Conflicts. . . . . . . . . . . . . . . . . . . . . . .10\n     (b)  Ownership of the Interests . . . . . . . . . . . . . . . . . . . . .11\n\n\n4B.  Representations and Warranties of Harsco. . . . . . . . . . . . . . . . .11\n     (a)  Authority; No Conflicts. . . . . . . . . . . . . . . . . . . . . . .11\n     (b)  Ownership of the Interests . . . . . . . . . . . . . . . . . . . . .12\n\n4C.  Representations and Warranties of Sellers . . . . . . . . . . . . . . . .12\n     (a)  Authority; No Conflicts. . . . . . . . . . . . . . . . . . . . . . .12\n     (b)  Ownership of the Interests . . . . . . . . . . . . . . . . . . . . .12\n     (c)  Subsidiaries and Foreign Affiliates. . . . . . . . . . . . . . . . .13\n     (d)  Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .13\n     (e)  Title to Tangible Assets Other than Real Property Interests. . . . .14\n     (f)  Title to Real Property . . . . . . . . . . . . . . . . . . . . . . .14\n     (g)  Intellectual Property. . . . . . . . . . . . . . . . . . . . . . . .15\n     (h)  Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . .15\n     (i)  Litigation; Decrees. . . . . . . . . . . . . . . . . . . . . . . . .17\n     (j)  Compliance with Applicable Laws. . . . . . . . . . . . . . . . . . .18\n     (k)  Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . .18\n     (l)  Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21\n\n\n                                       -i-\n\n\n\n                                                                            Page\n                                                                            ----\n\n     (m)  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23\n     (n)  Environmental Compliance . . . . . . . . . . . . . . . . . . . . . .23\n     (o)  Undisclosed Liabilities. . . . . . . . . . . . . . . . . . . . . . .24\n     (p)  Absence of Certain Changes or Events . . . . . . . . . . . . . . . .24\n     (q)  Government Contracts . . . . . . . . . . . . . . . . . . . . . . . .24\n     (r)  Labor Relations. . . . . . . . . . . . . . . . . . . . . . . . . . .25\n     (s)  Licenses, Permits and Authorizations . . . . . . . . . . . . . . . .26\n     (t)  Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26\n     (u)  Loss Contracts; Backlog. . . . . . . . . . . . . . . . . . . . . . .26\n     (v)  Customers, Distributors and Suppliers. . . . . . . . . . . . . . . .26\n     (w)  Dividends by Foreign Affiliates. . . . . . . . . . . . . . . . . . .27\n\n5.   Covenants of Sellers. . . . . . . . . . . . . . . . . . . . . . . . . . .27\n     (a)  Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27\n     (b)  Ordinary Conduct . . . . . . . . . . . . . . . . . . . . . . . . . .27\n     (c)  Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . .29\n     (d)  Preservation of Business . . . . . . . . . . . . . . . . . . . . . .30\n     (e)  Covenant Not to Compete. . . . . . . . . . . . . . . . . . . . . . .30\n     (f)  Cooperation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .30\n     (g)  FMC Resource Transfer. . . . . . . . . . . . . . . . . . . . . . . .31\n     (h)  Intercompany Obligations . . . . . . . . . . . . . . . . . . . . . .31\n     (i)  Financing Obligations. . . . . . . . . . . . . . . . . . . . . . . .31\n     (j)  Notification of Certain Matters. . . . . . . . . . . . . . . . . . .31\n     (k)  FMC Arabia . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31\n\n6.   Representations and Warranties of Buyer . . . . . . . . . . . . . . . . .32\n     (a)  Authority; No Conflicts. . . . . . . . . . . . . . . . . . . . . . .32\n     (b)  Actions and Proceedings, etc.. . . . . . . . . . . . . . . . . . . .32\n     (c)  Availability of Funds. . . . . . . . . . . . . . . . . . . . . . . .33\n     (d)  Acquisition of Interests for Investment. . . . . . . . . . . . . . .33\n     (e)  Fulfillment of Condition . . . . . . . . . . . . . . . . . . . . . .33\n\n7.   Covenants of Buyer. . . . . . . . . . . . . . . . . . . . . . . . . . . .33\n     (a)  Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . .33\n     (b)  Performance of Obligations by Buyer After Closing Date . . . . . . .34\n     (c)  No Additional Representations; Disclaimer Regarding Estimates and\n          Projections. . . . . . . . . . . . . . . . . . . . . . . . . . . . .34\n     (d)  Intentionally omitted. . . . . . . . . . . . . . . . . . . . . . . .35\n     (e)  Certain Guaranties . . . . . . . . . . . . . . . . . . . . . . . . .35\n     (f)  Retained Assets and Liabilities. . . . . . . . . . . . . . . . . . .35\n     (g)  1997 Audited Financial Statements. . . . . . . . . . . . . . . . . .36\n\n\n\n                                      -ii-\n\n\n\n                                                                            Page\n                                                                            ----\n\n8.   Mutual Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . .37\n     (a)  Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37\n     (b)  Publicity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37\n     (c)  Best Efforts . . . . . . . . . . . . . . . . . . . . . . . . . . . .38\n     (d)  HSR Act Compliance . . . . . . . . . . . . . . . . . . . . . . . . .38\n     (e)  Cooperation with Financings. . . . . . . . . . . . . . . . . . . . .38\n     (f)  Environmental Indemnification. . . . . . . . . . . . . . . . . . . .39\n     (g)  Written Materials and Records. . . . . . . . . . . . . . . . . . . .43\n     (h)  Transferred Employees and Employee Benefits. . . . . . . . . . . . .44\n     (i)  Mutual Release . . . . . . . . . . . . . . . . . . . . . . . . . . .50\n     (j)  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51\n     (k)  Transition Services Agreement. . . . . . . . . . . . . . . . . . . .51\n     (l)  Technology and Environmental Services Agreement. . . . . . . . . . .51\n     (m)  Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51\n     (n)  Intellectual Property Agreements . . . . . . . . . . . . . . . . . .52\n     (o)  Intellectual Property Recordations . . . . . . . . . . . . . . . . .52\n     (p)  Cash Balance as of the Closing . . . . . . . . . . . . . . . . . . .52\n     (q)  FNSS Royalty Dispute.  . . . . . . . . . . . . . . . . . . . . . . .52\n\n9.   Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . . .52\n\n10.  Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52\n\n11.  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58\n     (a)  Indemnification by Sellers . . . . . . . . . . . . . . . . . . . . .58\n     (b)  Exclusive Remedy . . . . . . . . . . . . . . . . . . . . . . . . . .58\n     (c)  Indemnification by Buyer . . . . . . . . . . . . . . . . . . . . . .59\n     (d)  Losses Net of Insurance and Tax Benefits . . . . . . . . . . . . . .59\n     (e)  Termination of Indemnification . . . . . . . . . . . . . . . . . . .60\n     (f)  Procedures Relating to Indemnification . . . . . . . . . . . . . . .60\n\n12.  Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61\n\n13.  No Third-Party Beneficiaries. . . . . . . . . . . . . . . . . . . . . . .62\n\n14.  Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62\n\n\n                                      -iii-\n\n\n\n                                                                            Page\n                                                                            ----\n\n15.  Survival of Representations . . . . . . . . . . . . . . . . . . . . . . .63\n\n16.  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63\n\n17.  Amendment and Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . .63\n\n18.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64\n\n19.  Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65\n\n20.  No Strict Construction. . . . . . . . . . . . . . . . . . . . . . . . . .65\n\n21.  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65\n\n22.  Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .65\n\n23.  Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65\n\n24.  Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66\n\n25.  Representation by Counsel; Interpretation . . . . . . . . . . . . . . . .66\n\n26.  Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66\n\n27.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66\n\n28.  Exhibits and Schedules. . . . . . . . . . . . . . . . . . . . . . . . . .67\n\n29.  Dispute Resolution. . . . . . . . . . . . . . . . . . . . . . . . . . . .67\n     (a)  Negotiation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .67\n     (b)  Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . .67\n\nLIST OF EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69\n\nLIST OF SCHEDULES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70\n\n\n                                      -iv-\n\n\n\n                             INDEX OF DEFINED TERMS\n\n                                                                            Page\n                                                                            ----\n\nAccounting Firm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6\nActivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36\nAdjusted Net Worth Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . 7\nAdjustment Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4\nAdjustment Principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5\nAffiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\nAgreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\nAncillary Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\nApplicable Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . 1\nBacklog. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26\nBPI Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49\nBusiness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\nBuyer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\nBuyer Indemnified Parties. . . . . . . . . . . . . . . . . . . . . . . . . . .58\nBuyer Released Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . .50\nCAS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46\nCause. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .48\nClosing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4\nClosing Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5\nClosing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4\nClosing Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5\nCOBRA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19\nCode . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56\nContinuing Guaranty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35\nContinuing LC Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . .31\nDefense Segment Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46\nDiligence Confidentiality Agreement. . . . . . . . . . . . . . . . . . . . . .33\nE&amp;Y. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5\nEnvironmental Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42\nEnvironmental Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40\nEnvironmental Requirements . . . . . . . . . . . . . . . . . . . . . . . . . .23\nERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18\nEstimated Final Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . 4\nFacility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41\nFile Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44\nFinal Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3\nFinancial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13\nFinancing Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2\nFMC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\n\n\n                                       -v-\n\n\n\n                                                                            Page\n                                                                            ----\n\nFMC Arabia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31\nFMC Arabia Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31\nFMC Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . .18\nFMC Insurers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40\nFMC Intellectual Property Agreement. . . . . . . . . . . . . . . . . . . . . .52\nFMC Master Trusts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .48\nFMC Salaried Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46\nFMC Thrift Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47\nForeign Affiliate Closing Balance Sheet. . . . . . . . . . . . . . . . . . . .56\nForeign Affiliate Tax Basket . . . . . . . . . . . . . . . . . . . . . . . . .53\nForeign Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13\nFRS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5\nGovernment Contract. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25\nHarsco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\nHarsco Intellectual Property Agreement . . . . . . . . . . . . . . . . . . . .52\nHarsco Party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11\nHazardous Material . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41\nHSR Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8\nHUC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\nInactive Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2\nIncome Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57\nIncome Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57\nindemnified party. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60\nInformation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29\nInitial Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3\nIntellectual Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2\nInterests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\nIRS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57\nJune 30 Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . .13\nknowledge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2\nLatest Financials. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13\nLease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51\nLeased Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14\nLeased Sites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40\nLiens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14\nLosses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58\nMaterial Adverse Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2\nMaterial Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17\nMIP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49\nNon-Allowable Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40\nNotice of Disagreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6\n\n\n                                      -vi-\n\n\n\n\n                                                                            Page\n                                                                            ----\n\nOther Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57\nOwned Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14\nOwned Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14\nPension Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19\nPermitted Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14\nPersonnel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24\nPost-Closing Environmental Losses. . . . . . . . . . . . . . . . . . . . . . .41\nPost-Closing Partial Period. . . . . . . . . . . . . . . . . . . . . . . . . .53\nPre-Closing Partial Period . . . . . . . . . . . . . . . . . . . . . . . . . .53\nPrincipal Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43\nPro Rata Basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3\nProperties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14\nProperty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14\nPublic Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38\nPurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\nRecords. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44\nRemediation Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40\nRemediation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39\nRepresentatives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67\nRequired Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37\nRetained Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45\nRetained Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3\nSan Jose Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47\nSchedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3\nScope of Activity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30\nSeller Guaranty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35\nSeller Indemnified Parties . . . . . . . . . . . . . . . . . . . . . . . . . .59\nSeller Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34\nSeller Released Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . .50\nSellers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\nSettlement and Advance Agreement . . . . . . . . . . . . . . . . . . . . . . .39\nSites. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40\nSubsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3\nSubstitute Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . .35\nTarget Adjusted Net Worth Amount . . . . . . . . . . . . . . . . . . . . . . . 3\nTax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57\nTax Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57\nTax Returns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57\nTaxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57\nTaxing Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57\nTechnology and Environmental Services Agreement. . . . . . . . . . . . . . . .51\n\n\n                                      -vii-\n\n\n\n                                                                            Page\n                                                                            ----\n\nThird Party Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60\nTimely Non-Allowable Costs . . . . . . . . . . . . . . . . . . . . . . . . . .40\nTransfer Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31\nTransferred Employees. . . . . . . . . . . . . . . . . . . . . . . . . . . . .45\nTransition Services Agreement. . . . . . . . . . . . . . . . . . . . . . . . .51\nUDLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\nUDLP Employee Benefit Plans. . . . . . . . . . . . . . . . . . . . . . . . . .18\nUDLP Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47\nUDLP Thrift Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47\nUDLP's Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57\n\n\n\n                                     -viii-\n\n\n\n                               PURCHASE AGREEMENT\n\n          This PURCHASE AGREEMENT (this \"AGREEMENT\"), dated as of August 25,\n1997, is entered into by and among FMC Corporation, a Delaware corporation\n(\"FMC\"), Harsco Corporation, a Delaware corporation, Harsco UDLP Corporation, a\nPennsylvania business corporation (\"HUC\" and, together with Harsco Corporation,\n\"HARSCO\"), and Iron Horse Acquisition Corp., a Delaware corporation (\"BUYER\").\nFMC and Harsco are collectively referred to herein as \"SELLERS.\"\n\n                              W I T N E S S E T H:\n\n          WHEREAS, FMC is the sole owner and holder of 100% of the outstanding\ngeneral partnership interests of United Defense, L.P., a Delaware limited\npartnership (\"UDLP\"), and HUC is the sole owner and holder of 100% of the\noutstanding limited partnership interests of UDLP; and\n\n          WHEREAS, Buyer desires to purchase from Sellers, and Sellers desire to\nsell to Buyer, 100% of the outstanding general partnership and limited\npartnership interests of UDLP (the \"INTERESTS\") (the sale and purchase of the\nInterests being referred to herein as the \"PURCHASE\").\n\n          NOW, THEREFORE, the parties hereto hereby agree as follows:\n\n          1.   CERTAIN DEFINITIONS; PURCHASE AND SALE OF INTERESTS.\n\n          (a)  CERTAIN DEFINITIONS.  As used in this Agreement (including the\nSchedules and Exhibits hereto), the following definitions shall apply:\n\n           (i) \"AFFILIATE\" shall mean any natural person, and any corporation,\n     partnership or other entity, that directly, or indirectly through one or\n     more intermediaries, controls or is controlled by or is under common\n     control with the party specified.\n\n          (ii) \"ANCILLARY AGREEMENTS\" shall mean the Transition Services\n     Agreement, the Technology and Environmental Services Agreement, the Lease,\n     the FMC Intellectual Property Agreement and the Harsco Intellectual\n     Property Agreement.\n\n         (iii) \"APPLICABLE ACCOUNTING PRINCIPLES\" shall mean United States\n     generally accepted accounting principles as consistently applied in the\n     preparation of the Financial Statements, subject to any exceptions\n     therefrom disclosed in the notes to the Financial Statements.\n\n          (iv) \"BUSINESS\" shall mean the entire business and operations of UDLP\n     and its Subsidiaries and Foreign Affiliates as conducted on the date\n     hereof, including the business to be transferred to UDLP pursuant to\n     Section 5(g).\n\n\n\n           (v) \"FINANCING OBLIGATIONS\" shall mean (i) indebtedness of UDLP or\n     its Subsidiaries for borrowed money, (ii) obligations of UDLP or any of its\n     Subsidiaries evidenced by bonds, notes, debentures, letters of credit or\n     similar instruments, (iii) obligations of UDLP or any of its Subsidiaries\n     under conditional sale, title retention or similar agreements or\n     arrangements creating an obligation of UDLP or any of its Subsidiaries with\n     respect to the deferred purchase price of property (other than customary\n     trade credit), (iv) breakage and other costs relating to interest rate and\n     currency obligation swaps, hedges or similar arrangements to which UDLP or\n     any of its Subsidiaries is a party and (v) all obligations of UDLP or any\n     of its Subsidiaries to guarantee any of the foregoing types of obligations\n     on behalf of others.\n\n          (vi) \"INACTIVE CONTRACTS\" shall mean all contracts or other legally\n     binding arrangements, whether oral or written, which have been entered into\n     or assumed by UDLP which provide for the delivery of products or the\n     rendering of contract-defined deliverable services by a Seller or UDLP and\n     with respect to which the final product has been delivered and the final\n     service has been rendered.\n\n         (vii) \"INTELLECTUAL PROPERTY\" shall mean all (i) domestic and foreign\n     registrations of trademarks, service marks, logos, corporate names,\n     protected models, designs, created works, trade names or other trade\n     rights, (ii) pending applications for any such registrations, (iii) patents\n     and registered copyrights and pending applications therefor, (iv) rights to\n     other trademarks, service marks, copyrights, logos, corporate names,\n     protected models, designs, created works, trade names and other trade\n     rights and all other trade secrets, designs, plans, specifications,\n     technology, know-how, methods, designs, concepts and other proprietary\n     rights, whether or not registered and (v) rights under any licenses to use\n     any copyrights, marks, trade names, trade rights, patents, registered\n     models and designs, created works or other proprietary rights.\n\n        (viii) The term \"KNOWLEDGE,\" when used in the phrase \"TO THE\n     KNOWLEDGE OF SELLERS,\" shall mean, and shall be limited to, the actual\n     knowledge after reasonable inquiry of the following individuals:  Larry D.\n     Brady, Robert N. Burt, Michael J. Callahan, Randall S. Ellis, Ronald D.\n     Mambu, J. Paul McGrath, Thomas W. Rabaut, Francis Raborn, David A. Kolovat,\n     Peter C. Woglom (as to the operations of the Ground Systems Division of the\n     Business), Frederick M. Strader (as to the operations of the Armament\n     Systems Division of the Business), David Keller, Andy Eross and each\n     current member of the Advisory Committee (as defined in that certain\n     Partnership Agreement by and among Sellers and UDLP dated January 1, 1994).\n\n          (ix) \"MATERIAL ADVERSE EFFECT\" shall mean a material adverse effect\n     upon the Business or the assets, liabilities or financial condition of\n     UDLP, its Subsidiaries and Foreign Affiliates taken as a whole.\n\n\n                                       -2-\n\n\n\n           (x) \"PRO RATA BASIS\" shall mean 60% with respect to FMC and 40% with\n     respect to Harsco.\n\n          (xi) \"RETAINED LIABILITIES\" shall mean any and all liabilities of\n     Sellers, UDLP or any of its Subsidiaries arising out of, relating to, or in\n     respect of the matters described on SCHEDULE 7(f) hereto.\n\n         (xii) \"SCHEDULES\" shall mean the disclosure schedules attached\n     hereto and incorporated by reference herein.\n\n        (xiii) \"SUBSIDIARIES\" shall mean, with respect to any person, any\n     corporation or other entity of which 50% or more of the voting power of the\n     equity securities or equity interests is owned, directly or indirectly, by\n     such person, and shall include (without limitation) in the case of UDLP,\n     UDLP International, Inc., a Delaware corporation, UD United Defense\n     International Sales Corporation, a Barbados corporation and UDLP\n     Components, Limited, a Bermuda corporation, but shall specifically exclude\n     the Foreign Affiliates.  Notwithstanding anything herein or on Schedule\n     4C(c)-1, G&amp;F Company, a California general partnership, shall not be deemed\n     a \"Subsidiary\" for purposes of this Agreement.\n\nAll other capitalized terms used herein (or in the Schedules or Exhibits hereto)\nand not defined above are defined elsewhere in this Agreement.  See \"Index of\nDefined Terms\" above for references to the page numbers on which such terms are\ndefined.\n\n          (b)  PURCHASE AND SALE OF INTERESTS; FINAL PURCHASE PRICE.  On the\nterms and subject to the conditions of this Agreement, at the Closing Sellers\nshall sell, transfer and deliver to Buyer, and Buyer shall purchase from\nSellers, the Interests, free and clear of all Liens, and the covenants contained\nin Section 5(e) for an aggregate cash purchase price of $510,000,000.00 in\nrespect of the general partnership interests held by FMC and the covenants made\nby FMC in Section 5(e) and $340,000,000.00 in respect of the limited partnership\ninterests held by HUC and the covenants made by HUC in Section 5(e)\n(collectively, the \"INITIAL PURCHASE PRICE\").  The final purchase price for the\nInterests and the covenants contained in Section 5(e) (the \"FINAL PURCHASE\nPRICE\") shall be equal to:\n\n               (i) the Initial Purchase Price; PLUS\n\n              (ii) the amount, if any, by which the Adjusted Net Worth Amount\n          reflected on the Closing Statement in its final and binding form\n          exceeds $160,889,000 (the \"TARGET ADJUSTED NET WORTH AMOUNT\");  MINUS\n\n             (iii) the amount, if any, by which the Target Adjusted Net\n          Worth Amount exceeds the Adjusted Net Worth Amount reflected on the\n          Closing Statement in its final and binding form.\n\n\n                                       -3-\n\n\n\n          (c)  ESTIMATED FINAL PURCHASE PRICE.  At the Closing, pursuant to the\nprovisions of Section 2(a)(i) below, Buyer shall pay Sellers an amount (the\n\"ESTIMATED FINAL PURCHASE PRICE\") equal to the Final Purchase Price as estimated\nin good faith by FMC based on information provided by UDLP management and set\nforth in a statement delivered to Buyer not less than two business days prior to\nthe Closing Date.  Such notice shall set forth FMC's and UDLP's good faith\nestimate of the Adjusted Net Worth Amount.  For purposes of this Agreement, the\ndifference, positive or negative, between the Estimated Final Purchase Price and\nthe Initial Purchase Price is referred to herein as the \"ADJUSTMENT AMOUNT.\"\n\n          2.   CLOSING.\n\n          (a)  CLOSING.  The closing (the \"CLOSING\") of the transactions\ncontemplated hereby shall be held at the offices of Kirkland &amp; Ellis, 200 East\nRandolph Drive, Chicago, Illinois at 10:00 a.m., local time, on October 31, 1997\nor, if the conditions to Closing set forth in Sections 3(a)(iii) and 3(b)(iii)\nshall not have been satisfied or waived by such date, on the third business day\nfollowing satisfaction of such conditions.  Notwithstanding the scheduled\nClosing Date of October 31, 1997, as set forth above, the parties agree to use\ntheir commercially reasonable efforts to cause the Closing to occur earlier on\nSeptember 30, 1997, or other mutually agreeable date as soon after September 30,\n1997 as practicable.  The date on which the Closing shall occur is hereinafter\nreferred to as the \"CLOSING DATE,\" and the Closing shall be deemed effective as\nof 12:01 a.m. on the Closing Date.  On the business day immediately preceding\nthe Closing Date, Buyer and Sellers shall conduct a pre-Closing at the same\nlocation as the Closing, commencing at 10:00 a.m., local time, at which each\nparty shall present for review by the other party copies in execution form of\nall documents required to be delivered by such party at the Closing.\n\n          (i) At the Closing, subject to and on the terms and conditions set\n     forth in this Agreement, Buyer shall deliver to Sellers (A)  the Estimated\n     Final Purchase Price as follows: (1) by wire transfer to a bank account\n     designated in writing by FMC, immediately available funds in an amount\n     equal to $510,000,000.00 plus 60% of the Adjustment Amount (whether\n     positive or negative), and (2) by wire transfer to a bank account\n     designated in writing by Harsco, immediately available funds in an amount\n     equal to $340,000,000.00  plus 40% of the Adjustment Amount (whether\n     positive or negative), (b) an instrument of assumption reasonably\n     satisfactory to each Seller and Buyer assuming, subject to the other terms\n     and conditions of this Agreement, all of the obligations and liabilities of\n     whatever kind of such Seller in its capacity as a partner or predecessor of\n     UDLP to be assumed pursuant to the terms of this Agreement, (C) such other\n     documents as are specifically required by this Agreement, (D) certified\n     copies of resolutions duly adopted by Buyer's board of directors\n     authorizing the execution, delivery and performance of this Agreement and\n     the Ancillary Agreements to which Buyer is a party, (E) a certificate of\n     the Secretary or an Assistant Secretary of Buyer as to the incumbency of\n     the officer(s) of Buyer (who shall not be such Secretary or Assistant\n     Secretary) executing this Agreement or any Ancillary Agreement, (F) a legal\n     opinion of Buyer's special counsel, addressed to each Seller and dated the\n     Closing Date, substantially in the form attached hereto as EXHIBIT 2(a)(i)\n     and (G) appropriate releases\n\n\n                                       -4-\n\n\n\n     by UDLP of each Seller as a partner or predecessor of UDLP, in form and\n     substance reasonably satisfactory to such Seller and Buyer, and consistent\n     with the provisions of Section 8(i) below.\n\n          (ii) At the Closing, subject to and on the terms and conditions set\n     forth in this Agreement, Sellers shall deliver or cause to be delivered to\n     Buyer (A) such appropriately executed instruments of sale, assignment,\n     transfer and conveyance in form and substance reasonably satisfactory to\n     Buyer and Seller and its counsel evidencing and effecting the sale and\n     transfer to Buyer of the Interests (it being understood that such\n     instruments shall not require Sellers or their Affiliates to make any\n     additional representations, warranties or covenants, expressed or implied,\n     not contained in this Agreement), (b) such other documents as are\n     specifically required by this Agreement, (C) certified copies of\n     resolutions duly adopted by the board of directors of each Seller\n     authorizing the execution, delivery and performance of this Agreement and\n     the Ancillary Agreements, to the extent each is a party hereto or thereto,\n     (D) a certificate of the Secretary or an Assistant Secretary of each\n     Seller, and of UDLP, as to the incumbency of the officer(s) of each (who\n     shall not be such Secretary or Assistant Secretary) executing this\n     Agreement or any Ancillary Agreement and (E) legal opinions of each\n     Seller's special counsel, addressed to Buyer and dated the Closing Date,\n     substantially in the form attached hereto as EXHIBIT 2(a)(ii).\n\n          (b)  NET WORTH ADJUSTMENT.\n\n          (i) Within 60 days after the Closing Date, UDLP shall, with the\n     assistance of FMC consistent with past practice, prepare and deliver to\n     Buyer a balance sheet of UDLP as of the Closing Date (the \"CLOSING BALANCE\n     SHEET\").  The Closing Balance Sheet shall be prepared in a manner\n     consistent with the June 30 Balance Sheet and in accordance with the\n     Applicable Accounting Principles (without regard to any purchase accounting\n     adjustments arising out of the consummation of the transactions\n     contemplated hereby).  The Closing Balance Sheet shall be audited by Ernst\n     &amp; Young L.L.P. (\"E&amp;Y\"). E&amp;Y shall also provide audited financial statements\n     through the Closing Date to Sellers so that each may comply with its\n     respective reporting obligations.  In connection with the foregoing, UDLP\n     shall provide the Closing Date financial reporting system (\"FRS\")  package\n     to FMC five days prior to the commencement of the E&amp;Y audit, and UDLP shall\n     provide Buyer and Sellers a complete list of all adjustments to accruals in\n     excess of $250,000 made subsequent to June 30, 1997.  E&amp;Y may begin field\n     work for procedural tests prior to delivery of the Closing Date FRS\n     package.\n\n          Within 60 days after the Closing Date, UDLP shall, with the assistance\n     of FMC, prepare and deliver to Buyer a statement of the Adjusted Net Worth\n     Amount as of the Closing Date (the \"CLOSING STATEMENT\").  The Closing\n     Statement shall be prepared based solely upon the Closing Balance Sheet,\n     adjusted in accordance with the principles set forth on SCHEDULE 2(b)\n     hereto (the \"ADJUSTMENT PRINCIPLES\") which, in the event of a conflict with\n     the Applicable Accounting Principles, shall control.  The parties agree\n     that the determination\n\n\n                                       -5-\n\n\n\n     contemplated by this Section 2(b) is solely intended to show changes\n     between the Adjusted Net Worth Amount on the Closing Date and the Target\n     Adjusted Net Worth Amount as calculated in accordance with Schedule 2(b).\n     Subject to the Adjustment Principles, the Target Adjusted Net Worth Amount\n     is based upon methodologies, practices and principles used in connection\n     with the preparation of the June 30 Balance Sheet and the adjustment\n     contemplated by this Section 2(b) can only be properly measured if the\n     Closing Statement is prepared using such methodologies, practices and\n     principles.  During the preparation of the Closing Statement and the period\n     of any dispute with respect thereto, Buyer shall and shall cause UDLP to\n     (A) provide FMC and FMC's representatives with full access during normal\n     business hours to the books, records (including work papers, schedules,\n     memoranda and other documents), facilities and employees of UDLP, (b)\n     provide FMC as promptly as practicable following the Closing Date (but in\n     no event later than 30 days after the Closing Date) with normal year-end\n     closing financial information for UDLP for the period ending as of the\n     opening of business on the Closing Date and (C) cooperate fully with FMC\n     and FMC's representatives, including the provision on a timely basis of\n     full access to employees and all other information necessary or useful in\n     connection with the preparation of the Closing Statement.  The Closing\n     Statement shall be reviewed by E&amp;Y and accompanied by an appropriate report\n     confirming that the Closing Statement has been prepared in accordance with\n     this Section 2(b).  During the 30 days immediately following receipt by\n     Buyer and FMC of the Closing Statement, Buyer and FMC shall be permitted to\n     review E&amp;Y's working papers relating to the audit of the Closing Balance\n     Sheet and review of the Closing Statement and Buyer shall be permitted to\n     review the financial and accounting papers provided by FMC for use in\n     preparing the Closing Statement.\n\n          The Closing Statement shall become final and binding upon the parties\n     hereto on the thirtieth day following receipt thereof by Buyer and FMC\n     unless Buyer or FMC gives written notice of its disagreement (a \"NOTICE OF\n     DISAGREEMENT\") to UDLP and the other parties hereto  prior to such date.\n     Any Notice of Disagreement shall (A) specify in reasonable detail the\n     nature and amount of any disagreement so asserted and (b) only include\n     disagreements based on mathematical errors or based on the Closing\n     Statement not being prepared in accordance with this Section 2(b).  If a\n     timely Notice of Disagreement is delivered, then the Closing Statement (as\n     revised in accordance with clause (x) or (y) below) shall become final and\n     binding upon the parties on the earlier of (x) the date the parties hereto\n     resolve in writing any differences they have with respect to any matter\n     specified in the Notice of Disagreement or (y) the date any matters\n     properly in dispute are finally resolved in writing by the Accounting Firm.\n     During the 30 days immediately following the delivery of a Notice of\n     Disagreement, FMC and Buyer shall seek in good faith to resolve in writing\n     any differences which they may have with respect to any matter specified in\n     the Notice of Disagreement.  During such period, Buyer or FMC, as\n     applicable, shall have full access to the working papers of the other\n     prepared in connection with Buyer's review of the Closing Statement and\n     preparation of  such other party's Notice of Disagreement.  At the end of\n     such 30-day period, FMC and Buyer shall submit to a \"Big-Six\" accounting\n     firm (the \"ACCOUNTING FIRM\") for review and resolution of any and all\n     matters which remain in dispute and which were properly included\n\n\n                                       -6-\n\n\n\n     in the Notice of Disagreement, and the Accounting Firm shall make a final\n     determination of the Closing Statement which shall be binding on the\n     parties (it being understood, however, that the Accounting Firm shall act\n     as an arbitrator to determine, based solely on presentations by Buyer and\n     FMC (and not by independent review), only those matters which remain in\n     dispute and which were properly included in the Notice of Disagreement).\n     The Closing Statement shall become final and binding on Buyer and Sellers\n     on the date the Accounting Firm delivers its final resolution to the\n     parties (which final resolution shall be delivered as soon as practicable\n     following the selection of the Accounting Firm and in any event within 30\n     days thereafter).  The Accounting Firm shall be selected by FMC and Buyer\n     or, if such parties are unable to agree, by FMC's and Buyer's independent\n     accountants.  The fees and expenses of E&amp;Y and the Accounting Firm pursuant\n     to this Section 2(b) shall be borne 50% by Buyer and 50% by Sellers on a\n     Pro Rata Basis.\n\n          (ii) If the Estimated Final Purchase Price is less than the Final\n     Purchase Price, Buyer shall, and if the Estimated Final Price is greater\n     than the Final Purchase Price, Sellers shall, within five business days\n     after the Closing Statement becomes final and binding on the parties, make\n     payment to the other party or parties by wire transfer in immediately\n     available funds of the amount of such difference, together with interest\n     thereon at the average one-month London Interbank Offered Rate as quoted by\n     the Bloomberg Financial Markets Commodities and News Service calculated on\n     the basis of the number of days elapsed from the Closing Date to the date\n     of payment.  Any payments to or by Sellers pursuant to this clause (ii)\n     shall be made on a Pro Rata Basis to or by, as the case may be, FMC and\n     Harsco.\n\n          (iii) For purposes of this Agreement, the term \"ADJUSTED NET WORTH\n     AMOUNT\" means the total assets of UDLP and its consolidated Subsidiaries as\n     of the Closing Date, LESS the total liabilities of UDLP and its\n     consolidated Subsidiaries as of the Closing Date, as reflected on the\n     Closing Balance Sheet, after giving effect to the Adjustment Principles\n     described on SCHEDULE 2(b).\n\n          (iv) Each party agrees that it will not take any actions with respect\n     to the accounting books, records, policies and procedures of UDLP that\n     would obstruct or hinder the preparation of the Closing Statement as\n     provided in this Section 2(b).  Buyer will cooperate in the preparation of\n     the Closing Statement, including providing customary certifications to\n     Sellers or, if requested, to Sellers' auditors, Ernst &amp; Young L.L.P. or the\n     Accounting Firm.  Harsco acknowledges and agrees that FMC has sole\n     authority to act on behalf of Sellers with respect to all matters relating\n     to this Section 2(b).\n\n          (c)  LIMITED PARTNERSHIP FORM OF UDLP.  Buyer hereby agrees that it\nwill take all necessary action, including assigning portions of its rights to\npurchase the Interests to one or more of its Affiliates, in order to maintain\nUDLP as a validly existing Delaware limited partnership for a period of at least\nthirty (30) days following the Closing Date, and for at least such 30-day period\nBuyer shall take no actions which would have the effect of dissolving, winding\nup or liquidating UDLP under the Code or the Delaware Revised Uniform Limited\nPartnership Act, each as in effect\n\n\n                                       -7-\n\n\n\n\nat such time.  Notwithstanding any provision of this Agreement to the contrary,\nno representation, warranty or covenant shall be deemed to be breached and no\ncondition to Closing shall be deemed to be unsatisfied as a result of any actual\nor prospective impediment to any dissolution, liquidation or winding up of UDLP,\nit being understood that Sellers have made and are making no representations or\nwarranties concerning Buyer's ability to liquidate or otherwise restructure\nUDLP.\n\n          (d)  TRANSFER TO FMC AFFILIATE.  Notwithstanding anything to the\ncontrary in this Agreement, the parties hereto agree that, prior to the Closing,\nFMC may transfer all of the Interests owned by it to an Affiliate of FMC that is\n(i) incorporated in a domestic jurisdiction and (ii) 100% directly or indirectly\nowned by FMC, provided that such transfer does not adversely affect UDLP or\nBuyer and provided that such Affiliate agrees to be bound by the terms hereof.\nUpon such a transfer, the defined term \"FMC\" as used herein or in the Ancillary\nAgreements shall be deemed to include such Affiliate.  In no event shall FMC be\nrelieved of any obligation for which it would otherwise be liable hereunder in\nthe absence of such a transfer.\n\n          3.   CONDITIONS TO CLOSING.\n\n          (a)  BUYER'S OBLIGATION.  The obligation of Buyer to purchase and pay\nfor the Interests is subject to the satisfaction (or waiver by Buyer) as of the\nClosing of the following conditions:\n\n          (i) The representations and warranties of Sellers made in this\n     Agreement shall be true and correct in all material respects as of the date\n     hereof and on and as of the Closing Date, as though made on and as of the\n     Closing Date, except to the extent of changes or developments contemplated\n     by the terms of this Agreement and except for representations and\n     warranties that speak as of a specific date or time (which need only be\n     true and correct as of such date or time), and each Seller shall have\n     performed or complied with all obligations and covenants required by this\n     Agreement to be performed or complied with by such Seller by the time of\n     the Closing, except for breaches of such representations and warranties and\n     covenants that, in the aggregate, together with all information disclosed\n     in any supplements, modifications and updates to the Schedules by Sellers\n     prior to the Closing as permitted by this Agreement, would not have a\n     Material Adverse Effect; and each Seller shall have delivered to Buyer a\n     certificate dated the Closing Date and signed by a Vice President of it\n     confirming the foregoing;\n\n          (ii) No injunction or order of any court or administrative agency of\n     competent jurisdiction shall be in effect as of the Closing which restrains\n     or prohibits the consummation of the Purchase;\n\n          (iii) Any applicable waiting period under the Hart-Scott-Rodino\n     Antitrust Improvements Act of 1976, as amended (the \"HSR ACT\"), shall have\n     expired or been terminated;\n\n\n                                       -8-\n\n\n\n          (iv) Each of FMC, Harsco and UDLP (as appropriate) shall have executed\n     and delivered each of the Ancillary Agreements to which it is a party;\n\n          (v) Since the date of the Latest Financials, and except as set forth\n     on SCHEDULE 3(a)(v) hereto or the other Schedules hereto, there shall have\n     been no change in the Business, or the assets, liabilities or financial\n     condition of UDLP, its Subsidiaries and Foreign Affiliates, taken as a\n     whole, which would result in a Material Adverse Effect (it being understood\n     that the failure to be awarded, or the failure to receive government\n     funding for, any contract currently under proposal before or after the date\n     hereof does not and shall not constitute a failure of the condition set\n     forth in this Section 3(a)(v));\n\n          (vi) All Financing Obligations (other than the Continuing LC\n     Obligations) shall have been finally repaid in full, terminated or\n     reflected in the computation of the Adjusted Net Worth Amount on the\n     Closing Statement and Buyer shall have been provided evidence reasonably\n     acceptable to Buyer that any and all Liens securing such Financing\n     Obligations as have been repaid or terminated shall have been released and\n     terminated;\n\n          (vii) Each Seller shall have delivered to Buyer an affidavit,\n     dated not more than thirty (30) days prior to the Closing Date, in\n     accordance with Code Section 1445(b)(2) and Treasury Regulation section\n     1.1445-2(b)(2), which affidavit certifies that such Seller is not a foreign\n     person; and\n\n          (viii) The form and substance of all instruments and documents\n     required to consummate the transactions contemplated by this Agreement\n     shall have been reasonably satisfactory to Buyer and its counsel.\n\n          (b)  EACH SELLER'S OBLIGATION.  The obligation of each Seller to sell\nand deliver or cause to be sold and delivered the Interests to Buyer is subject\nto the satisfaction (or waiver by such Seller) as of the Closing of the\nfollowing conditions:\n\n          (i) The representations and warranties of Buyer made in this\n     Agreement shall be true and correct in all material respects as of the date\n     hereof and on and as of the Closing Date, as though made on and as of the\n     Closing Date, except to the extent of changes or developments contemplated\n     by the terms of this Agreement and except for representations and\n     warranties that speak as of a specific date or time (which need only be\n     true and correct as of such date or time), and Buyer shall have performed\n     or complied with all obligations and covenants required by this Agreement\n     to be performed or complied with by Buyer by the time of the Closing,\n     except for breaches of such representations and warranties and covenants\n     that, in the aggregate, would not have a material adverse effect on the\n     ability of Buyer to perform its obligations under this Agreement, the\n     Ancillary Agreements and the other agreements contemplated hereby and\n     thereby at and after the Closing; and Buyer shall have delivered to each\n     Seller a certificate dated the Closing Date and signed by a Vice President\n     of it confirming the foregoing;\n\n\n                                       -9-\n\n\n\n          (ii) No injunction or order of any court or administrative agency of\n     competent jurisdiction shall be in effect as of the Closing which restrains\n     or prohibits the consummation of the Purchase;\n\n          (iii) Any waiting period under the HSR Act shall have expired or\n     been terminated;\n\n          (iv) Buyer shall have executed and delivered each of the Ancillary\n     Agreements to which it is a party; and\n\n          (v) Buyer shall have obtained the Substitute Letters of Credit in\n     accordance with the provisions of Section 7(e) below.\n\n          4.   REPRESENTATIONS AND WARRANTIES OF SELLERS.\n\n          4A.  REPRESENTATIONS AND WARRANTIES OF FMC.  FMC represents and\nwarrants to Buyer as follows:\n\n          (a)  AUTHORITY; NO CONFLICTS.  FMC is a corporation duly organized,\nvalidly existing and in good standing under the laws of the State of Delaware.\nFMC has all requisite corporate power and authority to enter into this Agreement\nand such Ancillary Agreements, to the extent it is a party thereto, as are\ncontemplated hereby to be executed and delivered by it and to consummate the\ntransactions contemplated hereby and thereby.  All corporate acts and other\nproceedings required to be taken by FMC to authorize the execution, delivery and\nperformance of this Agreement and such Ancillary Agreements, to the extent it is\na party thereto, and the consummation of the transactions contemplated hereby\nand thereby, have been or will have been at or prior to the Closing duly and\nproperly taken.  This Agreement has been duly executed and delivered by FMC, and\nsuch Ancillary Agreements as are contemplated hereby to be executed and\ndelivered by FMC will, to the extent it is a party thereto, be duly and validly\nexecuted and delivered by FMC, as applicable.  This Agreement and such Ancillary\nAgreements constitute, or will constitute, as the case may be, valid and binding\nobligations of FMC, to the extent it is a party thereto, enforceable against FMC\nin accordance with their respective terms.  Except as set forth on SCHEDULE\n4C(a)(ii) and except for any consents, authorizations or approvals that are\nrequired under the HSR Act or that may be required solely by reason of Buyer's\nstatus, the execution and delivery of this Agreement and such Ancillary\nAgreements as are contemplated hereby to be executed and delivered by FMC do not\nor will not, as the case may be, and the consummation by FMC of the transactions\ncontemplated hereby and thereby and compliance by it with the terms thereof will\nnot, conflict with, or result in any violation of or default under, or give rise\nto a right of termination, cancellation or acceleration of any obligation or to\nloss of a benefit under, or result in the creation of any lien, claim,\nencumbrance, security interest, option, charge or restriction of any kind upon\nany of the assets of UDLP or any of its Subsidiaries under, or require any\nconsent, authorization or approval under any provision of (A) the certificate of\nlimited partnership or other organizational documents of UDLP or any of its\nSubsidiaries or Foreign Affiliates, (B) any Material Contract to which UDLP or\nany Subsidiary or Foreign Affiliate is a party or (C) any material judgment,\norder\n\n\n                                      -10-\n\n\n\nor decree or any material statute, law, ordinance, rule or regulation applicable\nto UDLP or any of its Subsidiaries or their respective assets.\n\n          (b)  OWNERSHIP OF THE INTERESTS.  FMC is the sole general partner of\nUDLP and holds 100% of the outstanding general partnership interests of UDLP.\nThe sale and transfer of the Interests owned by FMC to Buyer pursuant to this\nAgreement will vest in Buyer all right, title and interest in such Interests,\nfree and clear of all adverse claims or other Lien, other than adverse claims\ncreated by or through or suffered by Buyer.\n\n          4B.  REPRESENTATIONS AND WARRANTIES OF HARSCO.  Harsco represents and\nwarrants to Buyer as follows:\n\n          (a)  AUTHORITY; NO CONFLICTS.  Each of HUC and Harsco Corporation\n(each, a \"HARSCO PARTY\") is a corporation duly organized, validly existing and\nin good standing under the laws of the jurisdiction of its incorporation.  Each\nHarsco Party has all requisite corporate power and authority to enter into this\nAgreement and such Ancillary Agreements, to the extent it is a party thereto, as\nare contemplated hereby to be executed and delivered by it and to consummate the\ntransactions contemplated hereby and thereby.  All corporate acts and other\nproceedings required to be taken by each Harsco Party to authorize the\nexecution, delivery and performance of this Agreement and such Ancillary\nAgreements, to the extent it is a party thereto, and the consummation of the\ntransactions contemplated hereby and thereby, have been or will have been at or\nprior to the Closing duly and properly taken.  This Agreement has been duly\nexecuted and delivered by each Harsco Party, and such Ancillary Agreements as\nare contemplated hereby to be executed and delivered by each Harsco Party will,\nto the extent it is a party thereto, be duly and validly executed and delivered\nby such Harsco Party, as applicable.  This Agreement and such Ancillary\nAgreements constitute, or will constitute, as the case may be, valid and binding\nobligations of each Harsco Party, to the extent it is a party thereto,\nenforceable against each Harsco Party, as applicable, in accordance with their\nrespective terms.  Except as set forth on SCHEDULE 4C(a)(ii) and except for any\nconsents, authorizations or approvals that are required under the HSR Act or\nthat may be required solely by reason of Buyer's status, the execution and\ndelivery of this Agreement and such Ancillary Agreements as are contemplated\nhereby to be executed and delivered by each Harsco Party do not or will not, as\nthe case may be, and the consummation by each Harsco Party of the transactions\ncontemplated hereby and thereby and compliance by it with the terms thereof will\nnot, conflict with, or result in any violation of or default under, or give rise\nto a right of termination, cancellation or acceleration of any obligation or to\nloss of a benefit under, or result in the creation of any lien, claim,\nencumbrance, security interest, option, charge or restriction of any kind upon\nany of the assets of UDLP or any of its Subsidiaries under, or require any\nconsent, authorization or approval under any provision of (A) the certificate of\nlimited partnership or other organizational documents of UDLP or any of its\nSubsidiaries or Foreign Affiliates, (B) any Material Contract to which UDLP or\nany Subsidiary or Foreign Affiliate is a party or (C) any material judgment,\norder or decree or any material statute, law, ordinance, rule or regulation\napplicable to UDLP or any of its Subsidiaries or their respective assets.\n\n\n                                      -11-\n\n\n\n          (b)  OWNERSHIP OF THE INTERESTS.  HUC is the sole limited partner of\nUDLP and holds 100% of the outstanding limited partnership interests of UDLP.\nThe sale and transfer of the Interests owned by HUC to Buyer pursuant to this\nAgreement will vest in Buyer all right, title and interest in such Interests,\nfree and clear of all adverse claims or other Lien, other than adverse claims\ncreated by or through or suffered by Buyer.\n\n          4C.  REPRESENTATIONS AND WARRANTIES OF SELLERS.  Sellers hereby\njointly and severally represent and warrant to Buyer as follows:\n\n          (a)  AUTHORITY; NO CONFLICTS.\n\n          (i) UDLP is a limited partnership duly organized, validly existing\n     and in good standing under the laws of the State of Delaware.  UDLP has all\n     requisite partnership power and authority to enter into the Ancillary\n     Agreements, to the extent it is a party thereto, as are contemplated hereby\n     to be executed and delivered by it and to consummate the transactions\n     contemplated thereby.  All partnership acts and other proceedings required\n     to be taken by UDLP to authorize the execution, delivery and performance of\n     such Ancillary Agreements, and the consummation of the transactions\n     contemplated thereby, have been or will have been at or prior to the\n     Closing duly and properly taken.  Such Ancillary Agreements as are\n     contemplated hereby to be executed and delivered by UDLP will, to the\n     extent it is a party thereto, be duly and validly executed and delivered by\n     UDLP.  Such Ancillary Agreements will constitute valid and binding\n     obligations of UDLP, to the extent it is a party thereto, enforceable\n     against UDLP in accordance with their respective terms.\n\n          (ii) Except as set forth on SCHEDULE 4C(a)(ii) and except for any\n     consents, authorizations or approvals that are required under the HSR Act\n     or that may be required solely by reason of Buyer's status, the execution\n     and delivery of such Ancillary Agreements as are contemplated hereby to be\n     executed and delivered by UDLP do not or will not, as the case may be, and\n     the consummation by UDLP of the transactions contemplated thereby and\n     compliance by it with the terms thereof will not, conflict with, or result\n     in any violation of or default under, or give rise to a right of\n     termination, cancellation or acceleration of any obligation or to loss of a\n     benefit under, or result in the creation of any lien, claim, encumbrance,\n     security interest, option, charge or restriction of any kind upon any of\n     the assets of UDLP or any of its Subsidiaries or Foreign Affiliates under,\n     or require any consent, authorization or approval under any provision of\n     (A) the certificate of limited partnership or other organizational\n     documents of UDLP or any of its Subsidiaries or Foreign Affiliates, (B) any\n     Material Contract relating to the Business to which UDLP or any Subsidiary\n     or Foreign Affiliate is a party or (C) any material judgment, order or\n     decree or any material statute, law, ordinance, rule or regulation\n     applicable to UDLP or any of its Subsidiaries or Foreign Affiliates or\n     their assets.\n\n          (b)  OWNERSHIP OF THE INTERESTS.  Except for the Interests owned by\nFMC and HUC to be purchased by Buyer pursuant to the terms hereof, UDLP has no\noutstanding partnership\n\n\n                                      -12-\n\n\n\ninterests or other equity securities or any outstanding options, warrants or\nother rights exercisable for, or any securities convertible into or exchangeable\nfor, any such partnership interest or equity securities.  Except as set forth on\nSCHEDULE 4C(b), there are no outstanding agreements, securities or other\ncommitments (other than this Agreement) pursuant to which any of Sellers and\nUDLP is or may become obligated to issue, sell, purchase, return or redeem any\nInterests or other securities of UDLP.\n\n          (c)  SUBSIDIARIES AND FOREIGN AFFILIATES. SCHEDULE 4C(c)-1 attached\nhereto sets forth the name and jurisdiction of incorporation of each Subsidiary\nof UDLP and the persons owning its outstanding capital stock.  Each Subsidiary\nand each Foreign Affiliate is duly organized, validly existing and, to the\nextent applicable, in good standing under the laws of the jurisdiction of its\nincorporation.  All of the outstanding shares of capital stock of each\nSubsidiary are validly issued, fully paid and non-assessable.  SCHEDULE 4C(c)-2\nsets forth the name and nature of certain foreign entities in which UDLP has a\ndirect or indirect ownership interest (the \"FOREIGN AFFILIATES\") and the\nownership of the equity interests in such entities.  Except as set forth on\nSCHEDULE 4C(c)-1, SCHEDULE 4C(c)-2 or the other Schedules hereto, neither UDLP\nnor any Subsidiary owns or holds the right to acquire any shares of stock or any\nother investment or equity interest in any other corporation, partnership, joint\nventure or other entity and all such shares and other interests reflected on\nsuch Schedules are owned by UDLP or another Subsidiary free and clear of any\nLien or other material encumbrance and are not subject to any option or right to\npurchase any such shares and each Foreign Affiliate has no Subsidiaries.\nSCHEDULE 4C(c)-1 or SCHEDULE 4C(c)-2 sets forth the number, type and class of\nthe outstanding shares of capital stock or other ownership interests or\nsecurities of each Subsidiary and Foreign Affiliate of UDLP and the name of the\nrecord and beneficial owner of each share of capital stock or other equity\ninterests or securities of each Subsidiary and Foreign Affiliate of UDLP.\nExcept as set forth on SCHEDULE 4C(c)-1, SCHEDULE 4C(c)-2 or the other Schedules\nhereto, there are no outstanding options, warrants or other rights exercisable\nfor, or securities convertible into or exchangeable for, any capital stock or\nother ownership interests or securities of any Subsidiary or Foreign Affiliate\nof UDLP, any other commitments or agreements providing for the issuance of\nadditional shares, the sale of treasury shares, or for the repurchase or\nredemption of shares of any Subsidiary's or Foreign Affiliate's capital stock,\nor any agreements of any kind which may obligate any Subsidiary or Foreign\nAffiliate to issue, purchase, register for sale, redeem or otherwise acquire any\nof its securities or interests.\n\n\n          (d)  FINANCIAL STATEMENTS.  SCHEDULE 4C(d) sets forth (i) the audited\nconsolidated balance sheets of UDLP as of December 31, 1995 and December 31,\n1996, and the related consolidated statements of operations and cash flows for\nUDLP for the fiscal years ended December 31, 1994, December 31, 1995 and\nDecember 31, 1996, together with the auditors' report thereon and (ii) the\nunaudited consolidated balance sheet of UDLP as of June 30, 1997 and related\nconsolidated statements of operations and cash flows for UDLP for the six-month\nperiod then ended (the \"LATEST FINANCIALS\"),  in each case together with the\nnotes thereto (collectively, the \"FINANCIAL STATEMENTS\").  The consolidated\nbalance sheet of UDLP as of the fiscal period ended June 30, 1997 is referred to\nherein as the \"JUNE 30 BALANCE SHEET.\"  The Financial Statements have been\nderived from the accounting books and records of UDLP, were prepared in the\nordinary course of business\n\n\n                                      -13-\n\n\n\nand present fairly in all material respects the financial condition of UDLP as\nof the dates of such Financial Statements and the results of operations and cash\nflows of UDLP and its consolidated Subsidiaries for the periods indicated in\naccordance with the Applicable Accounting Principles.\n\n          (e)  TITLE TO TANGIBLE ASSETS OTHER THAN REAL PROPERTY INTERESTS.\nUDLP and its Subsidiaries have good and valid title to all material tangible\nassets reflected in the Latest Financials, except those sold or otherwise\ndisposed of since the date of the Latest Financials in the ordinary course of\nbusiness, free and clear of all mortgages, liens, security interests or\nencumbrances of any nature whatsoever (collectively, \"LIENS\"), except (i) such\nas are disclosed on SCHEDULE 4C(e) or the other Schedules hereto,\n(ii) mechanics', carriers', workmen's, repairmen's or other like liens arising\nor incurred in the ordinary course of business for which reserves have been\nestablished in accordance with generally accepted accounting principles,\nequipment leases with third parties entered into in the ordinary course of\nbusiness, liens for taxes, and other governmental charges which are not due and\npayable or which may thereafter be paid without penalty for which reserves have\nbeen established in accordance with generally accepted accounting principles and\n(iii) other imperfections of title, restrictions or encumbrances, if any, which\nwould not, individually or in the aggregate, materially impair the use or value\nof any such asset (the items in clauses (i)-(iii) being referred to herein\ncollectively as \"PERMITTED LIENS\").  The material tangible assets used in the\noperation of the Business, taken as a whole, are in normal operating condition\nand repair (subject to normal wear and tear).  This Section 4C(e) does not\nrelate to real property or interests in real property, it being the intent of\nthe parties that such items are the subject of Section 4C(f).\n\n          (f)  TITLE TO REAL PROPERTY. The term \"OWNED PROPERTIES\" as used\nherein means all real property and interests in real property owned in fee by\nUDLP or a Subsidiary as set forth on SCHEDULE 4C(f)-1 (each of such properties\nbeing referred to individually as an \"OWNED PROPERTY\").  SCHEDULE 4C(f)-2 sets\nforth a list of real properties leased by UDLP or a Subsidiary pursuant to\nleases under which UDLP or a Subsidiary has an annual base rental obligation in\nexcess of $250,000 (individually, a \"LEASED PROPERTY\").  An Owned Property or\nLeased Property shall be sometimes referred to herein individually as a\n\"PROPERTY\" and collectively as the \"PROPERTIES\".  UDLP or a Subsidiary has fee\nsimple title to the Owned Properties, and has a valid leasehold interest in each\nof the Leased Properties, in each case free and clear of all mortgages, liens,\nsecurity interests, easements, covenants, rights-of-way and other similar\nrestrictions of any nature whatsoever, except (i) Permitted Liens (as defined in\nSection 4C(e) above), (ii) easements, covenants, conditions, rights-of-way and\nother restrictions of record that are disclosed in any commitment for title\ninsurance or other title report previously delivered or made available to Buyer,\n(iii) any conditions that may be shown by a current, accurate survey or physical\ninspection of the relevant Property made prior to the Closing which do not\nmaterially and adversely affect the use as currently conducted of the Owned\nProperties, (iv) existing leases, licenses and possession or occupancy\nagreements, if any, (v) (A) zoning, building, fire, health, entitlement and\nother land use laws, ordinances, rules and safety regulations and other similar\nrestrictions, (B) mortgages, liens, security interests or encumbrances that have\nbeen placed by any developer, landlord or other third party on property over\nwhich UDLP or a Subsidiary has easement rights or on any Leased Property and\nsubordination or similar agreements relating thereto and (C) unrecorded\neasements, covenants, rights-of-way, liens  or other\n\n\n                                      -14-\n\n\n\nrestrictions which do not materially and adversely affect the use as currently\nconducted of the Owned Properties, (vi) acts done or suffered to be done by, and\njudgments against, Buyer and those claiming by, through or under Buyer,\n(vii) any and all orders, decrees, awards or judgments related to any eminent\ndomain or condemnation proceedings which do not materially and adversely affect\nthe use as currently conducted of the Owned Properties, (viii) other liens,\nsecurity interests, easements, covenants and restrictions of any nature\nwhatsoever which individually or in the aggregate do not materially and\nadversely affect the value or use as currently conducted of the Owned Properties\nand (ix) with respect to the lease for the property in Aiken, South Carolina\nlisted on SCHEDULE 4C(f)-2, an \"industrial revenue bond\", a copy of which has\nbeen made available to Buyer.  Except as set forth on Schedule 4C(f)-1, (i) all\nimprovements located on the Property are, in the aggregate, in normal operating\ncondition and repair (normal wear and tear excepted) and, to the knowledge of\nSellers, are free from material structural defect and (ii) there is not now\npending any condemnation or eminent domain proceeding affecting the Property or\nany portion thereof, nor, to the knowledge of Sellers, is any such proceeding\nthreatened by any governmental authority.\n\n          (g)  INTELLECTUAL PROPERTY.  The Intellectual Property of UDLP that is\ndescribed in clauses (i), (ii) and (iii) of Section 1(a)(vii) is listed on\nSCHEDULE 4C(g).   Except as disclosed on SCHEDULE 4C(g) or the other Schedules\nhereto, UDLP or a Subsidiary or Foreign Affiliate owns or has the right to use,\nwithout payment to any other party, all material Intellectual Property used in\nits business.  Except as set forth on SCHEDULE 4C(g) or the other Schedules\nhereto, no material claims are pending in writing or, to the knowledge of\nSellers, threatened in writing against UDLP or a Subsidiary or Foreign Affiliate\nas of the date of this Agreement by any person with respect to the ownership or\nuse of any of the Intellectual Property owned by UDLP and used in the Business.\nExcept as set forth on SCHEDULE 4C(g) or the other Schedules hereto, no material\nlicenses, sublicenses or agreements pertaining to any of the Intellectual\nProperty owned by UDLP and used in the Business have been granted or entered\ninto by UDLP or a Subsidiary or Foreign Affiliate.  None of  Sellers and UDLP\nhas received any notices of any infringement by any third party with respect to\nany of the Intellectual Property owned by UDLP and used in the Business.  Except\nas set forth on SCHEDULE 4C(g) or the other Schedules hereto, to the knowledge\nof Sellers, the operation of the Business does not infringe upon any proprietary\nright or other Intellectual Property right of any person in any material\nrespect.  All rights pertaining to Intellectual Property licensed to UDLP by FMC\npursuant to the FMC Intellectual Property Agreement are duly and validly held by\nFMC, free and clear of all material Liens.  All rights pertaining to\nIntellectual Property to be licensed to UDLP by Harsco pursuant to the Harsco\nIntellectual Property Agreement are duly and validly held by Harsco, free and\nclear of all material Liens.\n\n          (h)  MATERIAL CONTRACTS.  SCHEDULE 4C(h) and the other Schedules\nhereto set forth as of the date of this Agreement each of the following types of\nwritten contracts to which UDLP or any Subsidiary or Foreign Affiliate is a\nparty:\n\n          (i)  any employment agreement or employment contract with any officer\n     or director of UDLP (excluding any independent contractor) that has future\n     liability for cash\n\n\n                                      -15-\n\n\n\n     compensation in excess of $200,000 per annum and is not terminable by\n     notice of not more than 60 calendar days for a cost of less than $200,000;\n\n          (ii) any employee collective bargaining agreement;\n\n          (iii) any covenant not to compete that materially impairs the\n     Business;\n\n          (iv) any lease or similar agreement under which UDLP or any Subsidiary\n     or Foreign Affiliate is a lessor or sublessor of, or makes available for\n     use by any third party, any real property owned or leased by UDLP or any\n     Subsidiary or Foreign Affiliate or any portion of premises otherwise\n     occupied by UDLP or any Subsidiary, in each case which has future liability\n     in excess of $250,000 per annum and is not terminable by notice of not more\n     than 60 calendar days for a cost of less than $250,000;\n\n          (v) any lease or similar agreement under which (A) UDLP or any\n     Subsidiary or Foreign Affiliate is lessee of, or holds or uses, any\n     machinery, equipment, vehicle or other tangible personal property owned by\n     a third party or (B) UDLP or any Subsidiary or Foreign Affiliate is a\n     lessor or sublessor of, or makes available for use by any third party, any\n     tangible personal property owned or leased by UDLP or any Subsidiary or\n     Foreign Affiliate, in each case which has future liability in excess of\n     $500,000 per annum and is not terminable by notice of not more than 60\n     calendar days for a cost of less than $500,000;\n\n          (vi) any agreement or contract under which UDLP has borrowed or loaned\n     any money, any note, bond, indenture or other evidence of indebtedness or\n     any direct or indirect guarantee of such indebtedness of others (other than\n     endorsements for the purpose of collection, loans made to employees for\n     relocation, travel or other employment-related purposes, or purchases of\n     equipment or materials made under conditional or instalment sales\n     contracts, in each case in the ordinary course of business) which,\n     individually or in the aggregate, has an outstanding principal amount in\n     excess of $500,000;\n\n         (vii) any agreement or contract under which either Seller or any other\n     person has directly or indirectly guaranteed indebtedness, liabilities or\n     obligations of UDLP or any Subsidiary or Foreign Affiliate (other than\n     endorsements for the purpose of collection in the ordinary course of\n     business and all Guaranties), in each case having an outstanding principal\n     amount or aggregate future liability in excess of $1,000,000;\n\n        (viii) any contract or agreement for the purchase of supplies, goods,\n     products or other personal property or for the receipt of services which\n     involves an unfulfilled obligation of UDLP or any Subsidiary or Foreign\n     Affiliate in excess of $5,000,000;\n\n          (ix) any contract or agreement  (including the U.S. Department of\n     Defense and any other U.S. military purchasing authority), other than any\n     Inactive Contracts, for the sale\n\n\n                                      -16-\n\n\n\n     of supplies, goods, products or other personal property or for the\n     furnishing of services which involves an unfulfilled obligation of UDLP or\n     any Subsidiary in excess of $25,000,000;\n\n          (x) any contract or agreement which provides for the procurement by\n     UDLP of consulting, sales representative, marketing or lobbying services\n     and which involves an unfulfilled obligation of UDLP in excess of $500,000;\n\n          (xi) any joint venture, teaming, co-production or partnership contract\n     or agreement involving an unfulfilled obligation of UDLP in excess of\n     $5,000,000;\n\n          (xii) any agreement committing UDLP or any of its Subsidiaries to\n     purchase or sell any property or asset outside the ordinary course of\n     business for consideration in excess of $1,000,000; and\n\n          (xiii) any agreement between UDLP or one or more of its\n     Subsidiaries or Foreign Affiliates and any Seller or any Affiliate of any\n     Seller (other than UDLP or any of its Subsidiaries or Foreign Affiliates)\n     which involves an unfulfilled obligation, individually or in the aggregate,\n     in excess of $1,000,000.\n\n          Sellers have delivered to, or made available for inspection by, Buyer\na copy of each contract, lease, license, instrument or other agreement listed on\nSCHEDULE 4C(h) as amended to date, other than modifications or amendments to\nU.S. government contracts since June 30, 1997 as would not materially and\nadversely affect the value of such contracts.  Except as disclosed on SCHEDULE\n4C(h) or the other Schedules hereto, UDLP or a Subsidiary or Foreign Affiliate\nhas performed all material obligations required to be performed by it to date\nunder each contract, lease, license, commitment, instrument or other agreement\nof UDLP or such Subsidiary described on SCHEDULE 4C(h) (collectively, the\n\"MATERIAL CONTRACTS\") and is not (with or without the lapse of time or the\ngiving of notice, or both) in material breach or material default thereunder\nand, to the knowledge of Sellers, no other party thereto is (with or without\nlapse of time or the giving of notice, or both) in material default under any\nMaterial Contract.  Except as set forth on SCHEDULE 4C(h), all of the Material\nContracts are (i) in full force and effect and (ii) to the knowledge of Sellers,\nrepresent the legal, valid and binding obligations of the other parties thereto\nand are enforceable against such parties in accordance with their terms.\n\n          (i)  LITIGATION; DECREES.  SCHEDULE 4C(i) and the other Schedules\nhereto set forth, all lawsuits, claims and judicial or administrative\nproceedings (excluding lawsuits, claims or proceedings for workers'\ncompensation) pending or, to the knowledge of Sellers, threatened against UDLP\nor a Subsidiary or Foreign Affiliate or involving any of its respective\nproperties, assets, operations or businesses and which (A) involve a claim\nagainst UDLP or a Subsidiary or Foreign Affiliate of, or which involve an\nunspecified amount which could reasonably be expected to result in liability of,\nmore than $250,000 or (B) seek any material injunctive relief which would affect\nBuyer's acquisition or ownership of the Interests or the operation of the\nBusiness.  Neither UDLP nor any Subsidiary or Foreign Affiliate is in material\ndefault under any material judgment, order or\n\n\n                                      -17-\n\n\n\ndecree applicable to it of any court, administrative agency or commission or\nother governmental authority or instrumentality, domestic or foreign.  Schedule\n7(f) sets forth certain pending lawsuits or claims that will be retained by a\nparticular Seller (as indicated thereon) from and after the Closing.\n\n          (j)  COMPLIANCE WITH APPLICABLE LAWS. Except as set forth on\nSCHEDULE 4C(j) or the other Schedules hereto, (i) UDLP and its Subsidiaries and\nForeign Affiliates are, and since January 1, 1994 have been, in compliance in\nall material respects with all applicable material statutes, laws, ordinances,\nrules, orders and regulations of any governmental authority or instrumentality\nand (ii) since December 31, 1996, neither UDLP nor any Subsidiary has received\nany written communication from a governmental authority that alleges that it is\nnot in compliance in all material respects with any material federal, state,\nforeign or local laws, rules and regulations.  This Section 4C(j) does not\nrelate to environmental matters, Government Contracts and tax matters, it being\nthe intent of the parties that environmental matters, Government Contract\nmatters and tax matters are the subject of Sections 4C(n), 4C(q) and 4C(l),\nrespectively.\n\n          (k)  EMPLOYEE BENEFIT PLANS.  Except as set forth on SCHEDULE 4C(k):\n\n          (i)  SCHEDULE 4C(k)-1 lists all of the material employee benefit\n     plans, programs and arrangements (including each severance or other\n     arrangement or policy and each plan, arrangement, program, agreement or\n     commitment providing for insurance coverage (including without limitation\n     any self-insured arrangements), disability benefits, supplemental\n     unemployment benefits, vacation benefits, retirement benefits, life,\n     health, accident benefits (including without limitation any \"voluntary\n     employees' beneficiary association\" as defined in Section 501(c)(9) of the\n     Code providing for the same or other benefits) or for deferred\n     compensation, profit-sharing bonuses, stock options, stock appreciation\n     rights, stock purchases or other forms of incentive compensation or post-\n     retirement insurance, compensation or benefits) maintained or contributed\n     to by UDLP with respect to current or former employees of UDLP or any of\n     its Subsidiaries (including the Defense Segment Plan referred to in Section\n     8(h)(iii)) (the \"UDLP EMPLOYEE BENEFIT PLANS\") and SCHEDULE 4C(k)-2 lists\n     all of such material employee benefits plans, programs and arrangements\n     maintained or contributed to by FMC in which current or former employees of\n     UDLP or any of its Subsidiaries participate (the \"FMC EMPLOYEE BENEFIT\n     PLANS\").  Sellers have delivered to, or made available for inspection by,\n     Buyer a copy of each UDLP Employee Benefit Plan and the defined benefit\n     pension plans of FMC covering employees of UDLP and the Transferred\n     Employees.  Except as provided in clause (vi) of this Section 4C(k),\n     Sellers make no representations or warranties in this Agreement regarding\n     or relating to any of the FMC Employee Benefit Plans.\n\n          (ii) All UDLP Employee Benefit Plans which are \"employee benefit\n     plans\" (as defined in Section 3(3) of the Employee Retirement Income\n     Security Act of 1974, as amended (\"ERISA\")) are in compliance in all\n     material respects with the applicable requirements of ERISA, the Code and\n     all other applicable law.\n\n\n                                      -18-\n\n\n         (iii)   Each UDLP Employee Benefit Plan or its predecessor plan which\n    is intended to qualify under Section 401(a) of the Code has received a\n    favorable determination letter that it is so qualified and that its trust\n    is exempt from taxation.\n\n         (iv)    All contributions and payments with respect to each UDLP\n    Employee Benefit Plan have been timely made when due and there are no\n    funding deficiencies (including accumulated funding deficiencies) (as\n    defined in ERISA and the Code).\n\n         (v)     All ERISA reporting and disclosure obligations have been\n    satisfied in all material respects with respect to each UDLP Employee\n    Benefit Plan.\n\n         (vi)    UDLP and each UDLP Employee Benefit Plan and, with respect to\n    employees and former employees of UDLP and its Subsidiaries, each FMC\n    Employee Benefit Plan has complied in all material respects with its\n    obligations under Section 4980B of the Code and Section 601 et seq. of\n    ERISA (\"COBRA\").\n\n         (vii)   To the knowledge of Sellers, with respect to each UDLP\n    Employee Benefit Plan: (a) there have not been any prohibited transactions\n    (as defined in Section 406 of ERISA or Section 4975 of the Code); (b) no\n    fiduciary has any liability for breach of fiduciary duty; and (c) no\n    investigations, suits, or material claims are pending.\n\n         (viii)  Sellers have delivered or made available to Buyer copies of\n    the following documents in connection with each UDLP Employee Benefit Plan: \n    (a) plan document and all amendments; (b) current summary plan\n    descriptions; (c) the most recent Internal Revenue Service favorable\n    determination letter with respect to each UDLP Employee Benefit Plan\n    intended to be qualified under the Code; and (d) the most recent IRS Form\n    5500.\n\n         (ix)    UDLP does not contribute to any \"multiemployer plan,\" as\n    defined in Section 3(37) or 4001(a)(3) of ERISA, nor has UDLP at any time\n    contributed to, or been obligated to contribute to, any such multiemployer\n    plan.\n\n         (x)     The funding method used in connection with each UDLP Employee\n    Benefit Plan that is an \"employee pension benefit plan\" as defined in\n    Section 3(2) of ERISA (each, a \"PENSION PLAN\") which is subject to the\n    minimum funding requirements of ERISA is acceptable under law, and the\n    actuarial assumptions used in connection with funding each such plan are\n    reasonable.  As of the Closing Date, the \"amount of unfunded benefit\n    liabilities\" as defined in Section 4001(a)(18) of ERISA of each Pension\n    Plan (but excluding from the definition of \"current value\" of \"assets\" of\n    such Pension Plan accrued but unpaid contributions) did not exceed zero.\n\n         (xi)    UDLP and its Subsidiaries have not engaged in, nor are\n    successors or parent corporations to an entity that has engaged in, a\n    transaction described in Section 4069 of ERISA.  There has been no\n    \"reportable event\" (as defined in Section 4043(b) of ERISA and\n\n\n                                         -19-\n\n\n    the PBGC regulations under such Section) with respect to any Pension Plan\n    and no analogous event under applicable foreign law.  No filing has been\n    made by UDLP or either Seller with the PBGC, and no proceeding has been\n    commenced by the PBGC, to terminate any Pension Plan.  No condition exists\n    and no event has occurred that could constitute grounds for the termination\n    of any Pension Plan by the PBGC.  UDLP  has not at any time, (1) ceased\n    operations at a facility so as to become subject to the provisions of\n    Section 4062(e) of ERISA or analogous foreign law, (2) withdrawn as a\n    substantial employer so as to become subject to the provisions of Section\n    4063 of ERISA or analogous foreign law, or (3) ceased making contributions\n    on or before the Closing Date to any Pension Plan subject to Section\n    4064(a) of ERISA or analogous foreign law to which UDLP made contributions\n    during the six years prior to the Closing Date.\n\n         (xii)   There is no contract, agreement, plan or arrangement covering\n    any employee or former employee of UDLP that, individually or collectively,\n    provides for the payment prior to or in connection with this transaction by\n    UDLP of any amount (i) that is not deductible under Section 162(a)(1) or\n    404 of the Code or (ii) that is an \"excess parachute payment\" pursuant to\n    Section 280G of the Code.\n\n         (xiii)  Each material trust agreement, annuity contract or other\n    funding instrument maintained by UDLP and related to a UDLP Employee\n    Benefit Plan has been maintained in all material respects in accordance\n    with its terms and applicable law.\n\n         (xiv)   There is no material action, order, writ, injunction, judgment\n    or decree outstanding or claim, suit, litigation, proceeding, arbitral\n    action, governmental audit or investigation relating to or seeking benefits\n    under any UDLP Employee Benefit Plan that is pending or, to the knowledge\n    of Sellers, threatened against UDLP or any UDLP Employee Benefit Plan.\n\n         (xv)    Neither UDLP nor Sellers has any legally binding commitment to\n    create any additional employee benefit plans which are intended to cover\n    UDLP employees or to amend or modify any existing UDLP Employee Benefit\n    Plan which would result in a material increase in the costs to UDLP of such\n    Plan.\n\n         (xvi)   No UDLP Employee Benefit Plan holds as an asset any interest\n    in any annuity contract, guaranteed investment contract or any other\n    investment or insurance contract issued by an insurance company that, to\n    the knowledge of Sellers, or UDLP is the subject of bankruptcy,\n    conservatorship or rehabilitation proceedings.\n\n         (xvii)  Neither the execution and delivery of this Agreement by\n    Sellers nor the consummation of the transactions contemplated hereby or the\n    related transactions will result in the acceleration or creation of any\n    rights of any person to benefits under any UDLP Employee Benefit Plan\n    (including, without limitation, the acceleration of the vesting or\n    exercisability of any stock options, the acceleration of the vesting of any\n    restricted stock, the\n\n\n                                         -20-\n\n\n    acceleration of the accrual or vesting of any benefits under any Pension\n    Plan or the acceleration or creation of any rights under any severance,\n    parachute or change in control agreement).\n\n         (xviii) No event has occurred in connection with which UDLP, any of\n    its Subsidiaries or any UDLP Employee Benefit Plan, directly or indirectly,\n    could be subject to any material liability (A) under any statute,\n    regulation or governmental order relating to any UDLP Employee Benefit Plan\n    or (B) pursuant to any obligation of UDLP or any of its Subsidiaries to\n    indemnify any person against liability incurred under any such statute,\n    regulation or order as it relates to the UDLP Employee Benefit Plans.\n\n         (xix)   None of the Subsidiaries employs any employees or has any\n    obligation to contribute to any of the UDLP Employee Benefit Plans.\n\n         (l)     TAXES.  Except as otherwise provided in SCHEDULE 4C(1) and\nexcept as would not result in a liability to UDLP or its Subsidiaries in excess\nof amounts accrued on the June 30 Balance Sheet or the Closing Statement:\n\n         (i)     UDLP and its Subsidiaries have filed, or have been included\n    in, all material Tax Returns (as defined below) required to be filed by\n    them on or before the Closing Date.  To the knowledge of Sellers, the\n    Foreign Affiliates have filed, or have been included in, all material Tax\n    Returns required to be filed by them on or before the Closing Date.\n\n         (ii)    All material Taxes due and payable by UDLP and its\n    Subsidiaries (whether or not shown on any Tax Return) have been timely paid\n    in full.  To the knowledge of Sellers, all material Taxes due and payable\n    by the Foreign Affiliates (whether or not shown on any Tax Return) have\n    been timely paid in full.\n\n         (iii)   No claim has ever been made in writing by a taxing authority\n    in a jurisdiction where UDLP or any of its Subsidiaries do not file Tax\n    Returns that any of UDLP and its Subsidiaries are or may be subject to\n    taxation in a material amount by that jurisdiction.  To the knowledge of\n    Sellers, no claim has ever been made in writing by a taxing authority in a\n    jurisdiction where any of the Foreign Affiliates do not file Tax Returns\n    that any of the Foreign Affiliates are or may be subject to taxation in any\n    material amount by that jurisdiction.\n\n         (iv)    None of UDLP's Subsidiaries or Foreign Affiliates which is a\n    corporation has filed a consent under Code Section 341(f) concerning\n    collapsible corporations.\n\n         (v)     None of UDLP, its Subsidiaries, and its Foreign Affiliates has\n    been a United States real property holding corporation within the meaning\n    of Code Section 897(c)(2) during the applicable period specified in Code\n    Section 897(c)(1)(A)(ii).\n\n\n                                         -21-\n\n\n         (vi)    None of UDLP, its Subsidiaries and, to the knowledge of\n    Sellers, the Foreign Affiliates, (A) has been a member of any affiliated\n    group filing a consolidated federal income Tax Return and (B) has any\n    liability for material Taxes of any person as defined in Section 7701(a)(1)\n    of the Code (other than UDLP and its Subsidiaries) under Treas. Reg.\n    Section 1.1502-6 (or any similar provision of state, local, or foreign\n    law), as a transferee or successor or by contract of indemnity.\n\n         (vii)   As of the date hereof, UDLP, its Subsidiaries and, to the\n    knowledge of Sellers, the Foreign Affiliates, have no material Tax\n    deficiency or claim assessed or, to the knowledge of Sellers, proposed in\n    writing against any of them, except to the extent that adequate liabilities\n    or reserves with respect thereto are accrued on the Financial Statements \n    in accordance with generally accepted accounting principles  (or, with\n    respect to the Foreign Affiliates, on their financial statements determined\n    in accordance with United States generally accepted accounting principles)\n    or (i) such deficiency or claim is being contested in good faith by\n    appropriate proceedings, (ii) no such accrual is required by generally\n    accepted accounting principles and (iii) the nature and amount of the\n    disputed Tax is set forth on SCHEDULE 4C(1).\n\n         (viii)  As of the date hereof, there are no currently outstanding Tax\n    examinations or Tax audits of any of UDLP and its Subsidiaries.  To the\n    knowledge of Sellers, as of the date hereof, there are no currently\n    outstanding Tax examinations or Tax audits of the Foreign Affiliates.\n\n         (ix)    Neither UD United Defense International Sales Corporation nor\n    UDLP Components, Limited has any investment in U.S. property within the\n    meaning of Code Section 956.  FMC-Arabia has an investment in U.S. property\n    within the meaning of Code Section 956 represented by a loan to UDLP.  To\n    the knowledge of Sellers, the Foreign Affiliates have no other investments\n    in U.S. property.\n\n         (x)     None of the property of UDLP or any of its Subsidiaries (A) is\n    subject to a lease under (x) Section 168(f)(8) of the Internal Revenue Code\n    of 1954, or (y) Code Section 7701(h), (B) secures any debt the interest on\n    which is tax-exempt under Code Section 103(a), or (C) is tax-exempt use\n    property within the meaning of Code Section 168(h).\n\n         (xi)    Neither UD United Defense International Sales Corporation nor\n    UDLP Components, Limited nor, to the knowledge of Sellers, any of the\n    Foreign Affiliates,  is (i) engaged in a United States trade or business\n    for federal Income Tax purposes; (ii) a passive foreign investment company\n    within the meaning of the Code; or (iii) a foreign investment company\n    within the meaning of the Code.\n\n         (xii)   To the knowledge of Sellers, none of UDLP, its Subsidiaries\n    and Foreign Affiliates has participated in or cooperated with an\n    international boycott within the meaning\n\n\n                                         -22-\n\n\n    of Code Section 999 or has been requested to do so in connection with any\n    transaction or proposed transaction.\n\n         (xiii)  Buyer would not be required to include any amount in gross\n    income with respect to UD United Defense International Sales Corporation or\n    UDLP Components, Limited pursuant to Code Section 951 if the taxable year\n    of any of such entities was deemed to end on the Closing Date after the\n    Closing.\n\n         (xiv)   Since their respective formations through the date hereof,\n    UDLP and Armored Vehicle Technologies Associates have been qualified to be\n    treated as partnerships for federal Income Tax purposes and neither UDLP\n    nor any of its partners has taken a position inconsistent with such\n    treatment with regard to any federal Income Tax.\n\n         (xv)    This Section 4(C)(1) contains the sole and exclusive\n    representations and warranties of Sellers with respect to any Taxes or Tax\n    matters, with the exclusion of those representations and warranties\n    relating to Taxes to the extent set forth in Section 4C(e), Section 4C(f)\n    and Section 4C(k).\n\n         (m)     INSURANCE.  Attached hereto as SCHEDULE 4C(m) is a summary of\nall material insurance policies issued in favor of UDLP and the Subsidiaries. \nNeither UDLP nor any of its Subsidiaries has received (i) any written notice of\ncancellation of any policy described on SCHEDULE 4C(m) or refusal of coverage\nthereunder, (ii) any written notice that any issuer of such policy has filed for\nprotection under applicable bankruptcy laws or is otherwise in the process of\nliquidating or has been liquidated, or (iii) any other written notice that such\npolicies are no longer in full force or effect or that the issuer of any such\npolicy is no longer willing or able to perform its obligations thereunder.\n\n         (n)     ENVIRONMENTAL COMPLIANCE.\n\n         (i)     To the knowledge of Sellers, except as set forth on SCHEDULE\n    4C(n) hereto or the other Schedules hereto, as of the date hereof UDLP and\n    the Subsidiaries are in compliance with all Environmental Requirements,\n    except for such noncompliance as would not have a Material Adverse Effect. \n    \"ENVIRONMENTAL REQUIREMENTS\" shall mean all federal, state and local\n    statutes, regulations, ordinances, permits, approvals and licenses\n    concerning pollution or protection of the environment, including without\n    limitation all those relating to the presence, use, production, generation,\n    handling, transportation, treatment, storage, disposal, distribution,\n    labeling, testing, processing, discharge, release, threatened release,\n    control or cleanup of any hazardous materials, substances or wastes, as\n    such requirements are enacted and in effect on or prior to the date hereof. \n\n         (ii)    Except as set forth on SCHEDULE 4C(n) or the other Schedules\n    hereto, UDLP has not, since January 1, 1996, received any written notice,\n    report or other communication regarding any material violation of\n    Environmental Requirements, or any material liabilities,\n\n\n                                         -23-\n\n\n    including any material investigatory, remedial or corrective obligations,\n    relating to UDLP or its facilities arising under Environmental\n    Requirements, except for any of the foregoing, the subject matter of which\n    would not have a Material Adverse Effect.\n\n         (iii)   To the knowledge of Sellers, Sellers have delivered, or\n    otherwise made available, to Buyer copies of all material written\n    environmental reports, audits and assessments in Sellers' possession\n    relating to any material environmental liabilities of UDLP or any of its\n    Subsidiaries.\n\n         (iv)    This Section 4C(n) contains the sole and exclusive\n    representations and warranties of Sellers with respect to any environmental\n    matters, including without limitation any arising under any Environmental\n    Requirements.\n\n         (o)     UNDISCLOSED LIABILITIES.  Except as set forth on SCHEDULE\n4C(o), neither UDLP nor any of its consolidated Subsidiaries has any material\nliability or obligation (whether absolute or contingent, liquidated or\nunliquidated, or due or to become due) of a type required to be reflected on a\nbalance sheet prepared in accordance with Applicable Accounting Principles,\nexcept for liabilities and obligations (i) reflected or reserved for on the\nbalance sheet included in the Latest Financials, (ii) disclosed or referred to\non any of the Schedules or (iii) that have arisen since or arise after the date\nof the Latest Financials in the ordinary course of the operation of the Business\n(including pursuant to contracts) and consistent with past practice (all of\nwhich are current liabilities similar in type to those reflected on the balance\nsheet included in the Latest Financials).\n\n         (p)     ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since June 30, 1997,\nUDLP and its Subsidiaries have operated the Business in the ordinary course,\nconsistent with past practices.  Without limiting the foregoing, since June 30,\n1997, except as disclosed on SCHEDULE 4C(p), there has not been any (i) material\nadverse change in the Business or the assets, liabilities or financial condition\nof UDLP and its Subsidiaries, taken as a whole, (ii) except for normal periodic\nincreases in the ordinary course of business consistent with past practice,\nincrease in the compensation payable or to become payable by UDLP or its\nSubsidiaries to any of their respective officers, employees or agents\n(collectively, \"PERSONNEL\") whose total compensation for services rendered to\nUDLP or its Subsidiaries is currently at an annual rate of more than $100,000 or\nany material bonus, incentive compensation, service award or other like benefit\ngranted, made or accrued, contingently or otherwise, for or to the credit of any\nof the Personnel, (iii) material addition to or modification of the employee\nbenefit plans, arrangements or practices affecting Personnel, (iv) sale,\nassignment or transfer of any material assets of UDLP or its Subsidiaries, taken\nas a whole, other than in the ordinary course, (v) material change in accounting\nmethods or practices by UDLP or its Subsidiaries or (vi) revaluation by UDLP or\nany of its Subsidiaries of any of their respective material assets.\n\n         (q)     GOVERNMENT CONTRACTS.  Except as set forth on SCHEDULE\n4(C)(q):\n\n         (i)     Since January 1, 1994, neither the United States government\n    (through relevant contracting officers or the U.S. Department of Justice)\n    nor any prime contractor has notified\n\n\n                                         -24-\n\n\n    UDLP or either Seller in writing that UDLP has breached or violated in any\n    material respect any material statute or regulation pertaining to any\n    Government Contract.\n\n         (ii)    Neither UDLP nor any of its Subsidiaries has been debarred or\n    suspended from participation in the award of any Government Contract nor,\n    to the knowledge of Sellers, has any debarment or suspension proceeding\n    been initiated against UDLP or any of its Subsidiaries.\n\n         (iii)   No material termination for default or show cause notice is,\n    or since January 1, 1994 has been, in effect pertaining to any Government\n    Contract.\n\n         (iv)    Since January 1, 1994, there has been no known governmental\n    investigation (other than routine investigations and audit proceedings) of\n    UDLP or any of its Subsidiaries regarding an alleged or potential material\n    violation of law by UDLP or any of its Subsidiaries with respect to any\n    Government Contract.\n\n         (v)     Neither UDLP nor any of its Subsidiaries has since January 1,\n    1994 in connection with the Business, conducted any material internal\n    investigation in connection with which UDLP has engaged outside legal\n    counsel or independent accountants, or made any material voluntary\n    disclosure to the U.S. government pursuant to the Voluntary Disclosure\n    Program of the U.S. government, outside the ordinary course as a result of\n    any material suspected irregularity with respect to any Government\n    Contract.\n\n         (vi)    To the knowledge of Sellers, the cost accounting and\n    procurement systems maintained by UDLP and its Subsidiaries in connection\n    with the conduct of the Business with respect to Government Contracts are\n    in compliance with all applicable material U.S. government laws and\n    regulations (including all applicable cost accounting standards) in all\n    material respects.\n\n         (vii)   With respect to each Government Contract to which UDLP or any\n    of its Subsidiaries is a party (A) to the knowledge of Sellers, since\n    January 1, 1997, UDLP and each of its Subsidiaries have complied with the\n    material terms and conditions of each Government Contract which is a\n    Material Contract except for such instances of non-compliance as will not\n    result in a termination of the Material Contract or material liability and\n    (B) to the knowledge of Sellers, all material representations and\n    certifications executed, acknowledged or set forth in each Government\n    Contract were complete and correct in all material respects as of their\n    effective date.  For the purpose hereof, \"GOVERNMENT CONTRACT\" means any\n    contract between the United States government (or a department or agency\n    thereof) or any prime contractor to the United States Government and UDLP,\n    any of its Subsidiaries or either Seller.\n\n         (r)     LABOR RELATIONS.  Except as set forth on SCHEDULE 4C(r),\nneither UDLP nor any of its Subsidiaries has engaged in any unfair labor\npractice that would have a Material Adverse\n\n\n                                         -25-\n\n\nEffect and there are no material complaints against UDLP or any of its\nSubsidiaries pending or, to the knowledge of Sellers, threatened before the\nNational Labor Relations Board or any similar state or local labor agency. \nExcept as disclosed on SCHEDULE 4C(r), there are no representation questions,\nlabor strikes, slow downs or stoppages, grievances or other labor disputes\npending or, to the knowledge of Sellers, threatened with respect to the\nemployees of UDLP or any of its Subsidiaries that would have a Material Adverse\nEffect, and neither UDLP nor any of its Subsidiaries (nor either Seller in\nconnection with the conduct of the Business) has since January 1, 1994\nexperienced any such representation question, labor strike, slow down, stoppage\nor other labor dispute.\n\n         (s)     LICENSES, PERMITS AND AUTHORIZATIONS.  To the knowledge of\nSellers, UDLP or a Subsidiary has all of the licenses, approvals, consents,\nfranchises and permits necessary to permit UDLP and its Subsidiaries to conduct\nthe Business as currently conducted, except as would not have a Material Adverse\nEffect.\n\n         (t)     ASSETS.  The assets reflected on the June 30 Balance Sheet,\ntogether with all rights of UDLP, its Subsidiaries and Foreign Affiliates under\ncontracts and the assets of the Foreign Affiliates and such assets as are\ntransferred to UDLP pursuant to Section 5(g) are all of the material assets used\nin the Business.\n\n         (u)     LOSS CONTRACTS; BACKLOG.  Set forth on SCHEDULE 4C(u)-1 are\nthose Material Contracts with respect to which UDLP has accrued a loss on the\nJune 30 Balance Sheet.  Set forth on Schedule 4C(u)-2 are (i) a list of the\nBacklog with respect to contracts for the sale of goods or services to\nunaffiliated third parties where there is an official award reported for UDLP,\nbroken out by division on FMC's internal financial reporting systems as of\nJuly 31, 1997, which totals approximately $1.4 billion and (ii) a list of\nselected contracts and their respective approximate  Backlog (subject to change\nbased on deliveries and customer-directed contract modification and\nauthorization changes) for GSD, ASD and DSI.  For purposes of this Agreement,\nthe term \"BACKLOG\" means as of any given date, (i) the total amount awarded and\nfunded under the applicable contract as of such date less (ii) the amount of the\nshipments made in respect of such contract as of such date.\n\n         (v)     CUSTOMERS, DISTRIBUTORS AND SUPPLIERS.  SCHEDULE 4C(v) sets\nforth a list of the names of the (i) ten (10) largest customers of each division\nof the Business (or such fewer number as provide a substantial majority of the\nrevenue of such division) for the most recent fiscal year, showing the\napproximate total sales in dollars by the Business to each such customer during\nsuch fiscal year; and (ii) the ten (10) largest suppliers of each division of\nthe Business (or such fewer number as supply a substantial majority of the\npurchases by dollar volume of such division) for the most recent fiscal year\nshowing the approximate total purchases in dollars by the Business from each\nsuch supplier during such fiscal year. Neither UDLP nor any of its Subsidiaries\nhas received any communication in writing from any customer or supplier named on\nSCHEDULE 4(C)(v) of any intention to terminate or materially reduce purchases\nfrom or supplies to the Business, which termination or reduction would have a\nMaterial Adverse Effect.\n\n\n                                         -26-\n\n\n         (w)     DIVIDENDS BY FOREIGN AFFILIATES.  SCHEDULE 4C(w) sets forth\nthe aggregate amount of dividends paid to UDLP or the Sellers by each Foreign\nAffiliate in each of the preceding five (5) fiscal years and the aggregate\namount of dividends paid by such Foreign Affiliates to UDLP since December 31,\n1996.\n\n         5.      COVENANTS OF SELLERS.  Sellers jointly and severally covenant\nand agree as follows:\n\n         (a)     ACCESS.  Prior to the Closing, Sellers shall grant to Buyer or\ncause to be granted to Buyer and its representatives, employees, counsel and\naccountants reasonable access, during normal business hours and upon reasonable\nnotice, to the personnel, properties, books and records of UDLP and its\nSubsidiaries and Foreign Affiliates, and Sellers shall not object to Buyer's\ncommunicating in a reasonable manner with key customers and suppliers on\nmatters, relating to the Business; PROVIDED, HOWEVER, that such access does not\nunreasonably interfere with the normal operations of UDLP and that Sellers'\napproval is required with respect to access to, and communications with\ncustomers and suppliers of, the Foreign Affiliates; PROVIDED FURTHER, that all\nrequests for access shall be directed to Randall S. Ellis, or such other person\nas Sellers may designate from time to time; and PROVIDED FURTHER, that Buyer\nshall have obtained any and all necessary governmental or administrative\nsecurity clearances and approvals.  Buyer shall indemnify and hold Sellers, UDLP\nand their respective Affiliates, officers, shareholders, directors and employees\nharmless against any and all losses, liabilities, expenses and damages or\nactions or claims with respect thereto resulting from claims suffered or\nincurred by any of such persons or entities arising out of or with respect to\nBuyer's or its representatives', agents' or employees' exercise of Buyer's\nrights under this Section 5(a) to the extent arising from the negligence or\nwillful misconduct of Buyer or its representatives, employees, counsel and\naccountants.  Notwithstanding any provision in this Agreement to the contrary,\nBuyer's obligations under this Section 5(a) shall survive the termination of\nthis Agreement and the consummation of the transactions contemplated hereby.\n\n         (b)     ORDINARY CONDUCT.  Except as permitted by the terms of this\nAgreement or as set forth in SCHEDULE 5(b) or the other Schedules hereto, from\nthe date hereof to the Closing, Sellers will cause UDLP and its Subsidiaries\nand, subject to existing obligations under any applicable agreement with the\nminority partners, Foreign Affiliates to conduct the Business in the ordinary\ncourse, consistent with past practices.  Except as provided in this Agreement or\nSCHEDULE 5(b) or the other Schedules hereto, from the date hereof until the\nClosing, Sellers shall not permit UDLP or any of its Subsidiaries or, subject to\nexisting obligations under any applicable agreement with minority partners,\nForeign Affiliates to do any of the following without the prior written consent\nof Buyer:\n\n         (i)     in the case of UDLP, amend its Certificate of Limited\n    Partnership or its Agreement of Limited Partnership in any manner which\n    would be materially adverse to Buyer and, in the case of any Subsidiary or\n    Foreign Affiliates of UDLP, amend its corporate charter, bylaws or other\n    organizational documents in any manner which would be materially adverse to\n    Buyer;\n\n\n                                         -27-\n\n\n         (ii)    make any material change in the conduct of the Business,\n    except as  contemplated or permitted by this Agreement;\n\n         (iii)   sell, lease, license or otherwise dispose of, or agree to\n    sell, lease, license or otherwise dispose of, any interest in any material\n    assets of  UDLP or any Subsidiary or Foreign Affiliates, except for sales\n    in the ordinary course of business;\n\n         (iv)    permit, allow or subject any of the material assets owned by\n    UDLP or any Subsidiary or Foreign Affiliates to any mortgage, pledge,\n    security interest, encumbrance or lien or suffer such to be imposed, except\n    for Permitted Liens;\n\n         (v)     except in the ordinary course of business or as required by\n    law or contractual obligations or other agreements existing on the date\n    hereof, increase in any manner the compensation of, or enter into any new\n    bonus or incentive agreement or arrangement with, any officers or other key\n    personnel;\n\n         (vi)    assume, incur or guarantee any obligation for borrowed money\n    (other than intercompany indebtedness) having an outstanding principal\n    amount in excess of $1,000,000 in the aggregate;\n\n         (vii)   enter into a material lease of real property other than in the\n    ordinary course of business, except  that Buyer acknowledges and consents\n    to UDLP entering into any lease the negotiation of which has commenced\n    prior to the date of this Agreement or any renewal of a lease to which UDLP\n    is a party;\n\n         (viii)  directly or indirectly, make any distribution of assets (other\n    than cash distributions or other cash payments by UDLP or its Subsidiaries\n    in the ordinary course) to its equity holders, or directly or indirectly,\n    purchase, redeem, issue, sell or otherwise acquire or dispose of any equity\n    interest of UDLP or such Subsidiary or Foreign Affiliate or cause any\n    Foreign Affiliate to accelerate the payment of any dividends;\n\n         (ix)    issue any equity interests or other securities (other than\n    debt securities permitted pursuant to the foregoing clause (vi)) or any\n    options, warrants or other rights exercisable for such equity interests or\n    other securities or otherwise take (or agree or plan to take) any steps\n    affecting or changing the capitalization of UDLP or any its Subsidiaries or\n    Foreign Affiliates,\n\n         (x)     change its accounting methods, principles or policies in any\n    material respect;\n\n         (xi)    make any material Income Tax election that could affect Buyer,\n    UDLP or its Subsidiaries after the Closing or apply to change any method of\n    accounting for Tax purposes in any material respect;\n\n\n                                         -28-\n\n\n         (xii)   acquire or agree to acquire by merging or consolidating with,\n    or acquiring by purchasing a substantial portion of the assets of, or in\n    any other manner, any business or any corporation, partnership, association\n    or other business organization or division thereof or acquire or agree to\n    acquire any material assets or property, except in the ordinary course of\n    business and in a manner consistent with past practice;\n\n         (xiii)  amend in any materially adverse respect any Material Contract;\n    or\n\n         (xiv)   enter into any legally binding commitment to do any of the\n    foregoing\n\nPROVIDED, HOWEVER, that nothing in this Section 5(b) shall be construed to\nprohibit, prevent or otherwise limit Sellers from settling accounts through, or\notherwise making, regular, tax or other special distributions in cash or\nrepayments of cash from UDLP to any Seller, to the extent that, unless otherwise\nprovided in this Agreement (including in Section 2(b)), any such distribution or\nrepayment is reflected on the Closing Statement; and PROVIDED FURTHER that,\nexcept as set forth in Section 8(p), nothing in this Agreement shall require the\npresence of any positive cash balance on the books or in the accounts of UDLP at\nthe Closing. \n\n         (c)     CONFIDENTIALITY.  Each Seller agrees that, after the Closing\nDate, it shall, and shall use its reasonable efforts to cause its respective\ndirectors, officers, employees, advisors and Affiliates to, keep the Information\n(as defined below) confidential for a period of five years from the Closing\nDate, except that any Information required by law or legal or administrative\nprocess to be disclosed may be disclosed without violating the provisions of\nthis Section 5(c), and except that any Information may be used and disclosed (i)\nin connection with the exercise or performance by Sellers of their respective\nrights and obligations under or as permitted by the Ancillary Agreements and\n(ii) (subject to reasonable and customary confidentiality protections, and\nwithout jeopardizing the protection of trade secrets) in connection with the\ndevelopment, manufacture, sale or distribution of any product outside of UDLP's\nScope of Activity, in each case without violating the provisions of this Section\n5(c); PROVIDED, HOWEVER, that, with respect to Information that consists of\ntechnical information, trade secrets or know-how, the covenants and obligations\nof the Sellers in this Section 5(c) shall not terminate so long as such\ntechnical information, trade secrets or know-how is or remains Information\nsubject to this Section 5(c).  At Buyer's request, each Seller shall use legal\naction, including the commencement of litigation, if required, to enforce such\nconfidentiality obligations, and Buyer shall reimburse each such Seller for\nreasonable out-of-pocket expenses (including the fees and expenses of counsel)\nincurred in connection with such legal action as is requested by Buyer.  For\npurposes hereof, the term \"INFORMATION\" means all information that relates to\nUDLP, the Subsidiaries or the Foreign Affiliates or the Business, other than any\nsuch information that is available to the public on the Closing Date, or\nthereafter becomes available to the public other than as a result of a breach of\nthis Section 5(c), or is developed independently by Sellers or their respective\nAffiliates after the Closing or is obtained from third parties who have no duty\nof confidentiality to Buyer, UDLP or any of its Subsidiaries or Foreign\nAffiliates.\n\n\n                                         -29-\n\n\n         (d)     PRESERVATION OF BUSINESS.  Prior to the Closing, subject to\nthe terms and conditions of this Agreement, Sellers shall, and shall cause UDLP\nand its Subsidiaries and, subject to applicable agreements with the minority\npartners, Foreign Affiliates to, use reasonable best efforts consistent with\npast practices to preserve the Business intact, to preserve the goodwill of\ncustomers and suppliers of UDLP and to retain its key employees.\n\n         (e)     COVENANT NOT TO COMPETE.  Each Seller agrees that, for a\nperiod of six years following the Closing Date, it will not, and will cause each\nof its Affiliates not to, engage, directly or indirectly, anywhere in the world\nin any line of business within the Scope of Activity; PROVIDED, HOWEVER, that\n(i) Harsco shall be entitled to continue to engage in the development,\nmanufacture, retrofit, installation, repair, overhaul, engineer, design,\nservice, sale and marketing of armor and armor kits for sale to the military and\nother customers, (ii) Harsco shall be entitled to engage in activities\nreasonably necessary to completing the termination and winding up of its former\ntruck and bus business and (iii) either Seller shall be entitled to engage in\nthe development, manufacture, retrofit, installation, repair, overhaul,\nengineer, design, service, sale and marketing of any component part or subsystem\nof military vehicle systems which are substantially the same as classes of\nproducts or services that primarily are commercially sold by such Seller for\nnon-military uses.  If any court of competent jurisdiction shall finally hold\nthat the time, territory or any other provision set forth in this Section 5(e)\nconstitutes an unreasonable restriction, such provision shall not be rendered\nvoid, but shall apply as to such time, territory or to such other extent as such\ncourt may determine constitutes a reasonable restriction under the circumstances\ninvolved.  Each Seller acknowledges that the restrictions contained in this\nSection 5(e) are reasonable and necessary to protect the legitimate interests of\nSellers, UDLP and Buyer and that any breach by either Seller of any provision\nhereof will result in irreparable injury to UDLP and Buyer.  Each Seller\nacknowledges that, in addition to all remedies available at law, UDLP and Buyer\nshall be entitled to equitable relief, including injunctive relief, and an\nequitable accounting of all losses and damages.  For purposes of this Agreement,\nthe \"SCOPE OF ACTIVITY\" of UDLP shall be to engage in the development,\nmanufacture, retrofit, installation, overhaul, repair, engineering, design,\nservice, sale and marketing of any military vehicle system or weapon system or\nstation or component thereof.  It shall not be a violation of this provision for\neither Seller to purchase or combine with an entity conducting a business that\nhas products and services that fall within the Scope of Activity but are\nincidental to the business of such entity as a whole.  Each Seller further\nagrees that it will not, for a period commencing on the date hereof and ending\ntwo years following the Closing Date, knowingly solicit the employment of or\nhire the employees of UDLP listed on SCHEDULE 5(e).\n\n         (f)     COOPERATION.  For a period of 90 days after the Closing,\nSellers shall cooperate with Buyer and shall cause its respective officers,\nemployees, agents and representatives to cooperate with Buyer to the extent\nreasonably requested by Buyer to provide for an orderly transition of the\nBusiness to Buyer.  Buyer shall reimburse each Seller for the out-of-pocket\ncosts and expenses incurred by such Seller in assisting Buyer pursuant to this\nSection 5(f).  Notwithstanding the foregoing, neither Seller shall be required\nby this Section 5(f) to take any action that would unreasonably interfere with\nthe conduct of its business or the Business.\n\n\n                                         -30-\n\n\n         (g)     FMC RESOURCE TRANSFER.  On the Closing Date, FMC shall\ntransfer to UDLP all of FMC's right, title and interest in and to certain\nenumerated assets of FMC's Corporate Technology Center in the manner, and\nsubject to the terms and conditions, set forth on SCHEDULE 5(g) attached hereto.\n\n         (h)     INTERCOMPANY OBLIGATIONS.  All outstanding intercompany\nobligations between each Seller and UDLP or any of the Subsidiaries shall be\nsettled and terminated at or prior to Closing, other than obligations that\nreflect amounts owed for actual services performed or goods delivered in the\nordinary course.\n\n         (i)     FINANCING OBLIGATIONS.  At or prior to the Closing, Sellers\nshall cause all outstanding Financing Obligations (other than Financing\nObligations relating to letters of credit and related reimbursement agreements\nlisted on SCHEDULE 7(e) which are not replaced as provided in Section 7(e) (the\n\"CONTINUING LC OBLIGATIONS\")) to be finally repaid in full, terminated or\nreflected in the computation of the Adjusted Net Worth Amount on the Closing\nStatement.\n\n         (j)     NOTIFICATION OF CERTAIN MATTERS.  From the date hereof through\nthe Closing, Sellers shall give prompt written notice to Buyer, and Buyer shall\ngive prompt written notice to Sellers, of (i) the occurrence, or failure to\noccur, of any event which occurrence or failure would be likely to cause any of\nSellers' or Buyer's respective representations or warranties contained in this\nAgreement to be untrue or inaccurate in any material respect and (ii) any\nmaterial failure of Sellers or Buyer to comply with or satisfy any of its\nrespective covenants, conditions or agreements to be complied with or satisfied\nby it under this Agreement; PROVIDED, HOWEVER, that such disclosure shall not be\ndeemed to cure any breach of a representation, warranty, covenant or agreement\nor to satisfy any condition.\n\n         (k)     FMC ARABIA.  The parties acknowledge that UDLP is the\nbeneficial owner of limited liability company interests in FMC Arabia Limited, a\nlimited liability company organized under the laws of the Kingdom of Saudi\nArabia (\"FMC ARABIA\"), entitling UDLP to 51% of the capital and profits of FMC\nArabia (the \"FMC ARABIA INTERESTS\") but that FMC is the record owner of the FMC\nArabia Interests.  For administrative convenience, the parties desire that FMC\nretain record ownership of the FMC Arabia Interests until such time as Buyer\nprovides FMC with written notice (a \"TRANSFER NOTICE\") instructing FMC to\ntransfer record ownership of the FMC Arabia Interests to UDLP, but that UDLP\ncontinue to be provided all benefits of ownership of the FMC Arabia Interests. \nFollowing receipt of a Transfer Notice, FMC shall take any and all commercially\nreasonable actions necessary to cause record ownership of the FMC Arabia\nInterests to be transferred to UDLP, free and clear of all Liens (including,\nwithout limitation, obtaining all requisite governmental and third party\nconsents and\/or approvals), as soon as practical following receipt of the\nTransfer Notice and in any event within sixty (60) days after receipt of such\nTransfer Notice, at the cost and expense of FMC.  From and after the Closing,\n(i) FMC shall promptly remit and pay over to UDLP any and all dividends,\ndistributions and other payments received by FMC in respect of the FMC Arabia\nInterests and (ii) FMC shall take all actions reasonably requested by UDLP in\nrespect of the FMC Arabia Interests, including, without limitation, granting to\nUDLP proxies or \n\n\n                                         -31-\n\n\npowers of attorney in respect of the FMC Arabia Interests or voting the FMC\nArabia Interests as directed by UDLP.  FMC acknowledges and agrees that Buyer\nand UDLP shall be entitled to specific performance of FMC's obligations under\nthis Section 5(k).  Buyer shall indemnify FMC against any liability or expense\nit reasonably incurs as a result of taking any actions requested by UDLP under\nthis Section other than the cost and expense of causing such ownership to be\ntransferred to UDLP.\n\n         6.      REPRESENTATIONS AND WARRANTIES OF BUYER.  Buyer hereby\nrepresents and warrants to Sellers as follows:\n\n         (a)     AUTHORITY; NO CONFLICTS.\n\n         (i)     Buyer is a corporation duly organized, validly existing and in\n    good standing under the laws of the State of Delaware.  Buyer has all\n    requisite corporate power and authority to enter into this Agreement and\n    the Ancillary Agreements to which it is a party and to consummate the\n    transactions contemplated hereby and thereby.  All corporate acts and other\n    proceedings required to be taken by Buyer to authorize the execution,\n    delivery and performance of this Agreement and the Ancillary Agreements to\n    which it is a party and the consummation of the transactions contemplated\n    hereby and thereby have been duly and properly taken.  This Agreement has\n    been duly executed and delivered by Buyer, and the Ancillary Agreements to\n    be executed and delivered by Buyer will be duly and validly executed and\n    delivered by Buyer.  This Agreement and the Ancillary Agreements to which\n    Buyer is a party constitute, or will constitute, as the case may be, valid\n    and binding obligations of Buyer, enforceable against Buyer in accordance\n    with their terms.\n\n         (ii)    The execution and delivery by Buyer of this Agreement and the\n    Ancillary Agreements to which it is a party do not, and the consummation by\n    Buyer of the transactions contemplated hereby and thereby and compliance by\n    Buyer with the terms hereof and thereof will not, conflict with, or result\n    in any violation of or default under, or give rise to a right of\n    termination, cancellation or acceleration of any obligation or to loss of a\n    benefit under, or result in the creation of any lien, claim, encumbrance,\n    security interest, option, charge or restriction of any kind upon any of\n    the properties or assets of Buyer under, or require any consent,\n    authorization or approval under any provision of (A) the certificate of\n    incorporation or by-laws of Buyer, (B) any material contract to which Buyer\n    is a party, or (C) any material judgment, order or decree, or any material\n    statute, law, ordinance, rule or regulation applicable to Buyer or its\n    property or assets, other than any such conflicts, violations, defaults,\n    rights or liens, claims, encumbrances, security interests, options, charges\n    or restrictions that, individually or in the aggregate, would not prevent\n    Buyer from consummating the transactions contemplated hereby, except for\n    any such consents, authorizations or approvals required under the HSR Act\n    or that may be required solely by reason of a Seller's status or a Seller's\n    participation in the transactions contemplated hereby.\n\n         (b)     ACTIONS AND PROCEEDINGS, ETC.  There are no (i) outstanding\njudgments, orders, writs, injunctions or decrees of any court, governmental\nagency or arbitration tribunal against Buyer\n\n\n                                         -32-\n\n\nwhich have or could have a material adverse effect on the ability of Buyer to\nconsummate the transactions contemplated hereby or (ii) actions, suits, claims\nor legal, administrative or arbitration proceedings or investigations pending\nor, to the knowledge of Buyer, threatened against Buyer, which have or could\nhave a material adverse effect on the ability of Buyer to consummate the\ntransactions contemplated hereby.\n\n         (c)     AVAILABILITY OF FUNDS.  Buyer has irrevocable commitments, as\ndescribed in the Equity Letter issued on the date hereof by The Carlyle Group\nand requiring the contribution of capital to Buyer in the amount of\n$175,000,000, the Commitment Letter issued on the date hereof to TC Group,\nL.L.C. by Bankers Trust Corporation and the Commitment and Engagement Letter\nissued on the date hereof to TC Group, L.L.C. by Lehman Brothers, Inc., each of\nwhich is attached hereto as SCHEDULE 6(c), to enable it to consummate the\ntransactions contemplated by this Agreement.  Buyer has no reason to believe\nthat it will not have cash available at the Closing pursuant to such commitments\nnecessary to consummate the transactions contemplated by this Agreement.  Buyer\nhas deposited $10,000,000 of the Initial Purchase Price with the escrow agent\npursuant to the terms of the Escrow Agreement attached hereto as EXHIBIT 6(c).\n\n         (d)     ACQUISITION OF INTERESTS FOR INVESTMENT.  All securities\npurchased, directly or indirectly, by Buyer pursuant to this Agreement are being\nacquired for investment only and not with a view to any public distribution\nthereof, and Buyer will not offer to sell or otherwise dispose of such\nsecurities so acquired by it in violation of any of the registration\nrequirements of the Securities Act of 1933, as amended, or any comparable state\nlaw.\n\n         (e)     FULFILLMENT OF CONDITION.  Buyer has no knowledge of any state\nof facts or conditions which would prevent or otherwise hinder, in any material\nrespect, fulfillment of the condition to Closing specified in Section 3(b)(iii).\n\n         7.      COVENANTS OF BUYER.  Buyer covenants as follows:\n\n         (a)     CONFIDENTIALITY OF BUYER.\n\n         (i)     Buyer acknowledges that all information provided to any of it\n    and its Affiliates, agents and representatives by any of FMC, UDLP and\n    their respective Affiliates, agents and representatives is subject to the\n    terms of a confidentiality agreement between or on behalf of FMC, UDLP and\n    Buyer or one or more of their respective Affiliates or other beneficial\n    owners (the \"DILIGENCE CONFIDENTIALITY AGREEMENT\"), the terms of which are\n    hereby incorporated herein by reference.  Effective upon, and only upon,\n    the Closing, the Diligence Confidentiality Agreement shall terminate.\n\n         (ii)    Buyer agrees that, after the Closing Date, Buyer and UDLP\n    shall use their respective reasonable efforts to, and shall use their\n    respective reasonable efforts to cause their respective directors,\n    officers, employees, former employees, advisors and Affiliates to, keep\n    Seller Information (as defined below) confidential for a period of five\n    years from the Closing\n\n\n                                         -33-\n\n\n    Date; PROVIDED, HOWEVER, that with respect to Seller Information that\n    consists of technical information, trade secrets or know-how, the covenants\n    and obligations of Buyer and UDLP in this Section 7(a)(ii) shall not\n    terminate so long as such technical information, trade secrets or know-how\n    is or remains Information subject to this Section 7(a); and PROVIDED\n    FURTHER that any Seller Information required by law or legal or\n    administrative process to be disclosed may be disclosed without violating\n    the provisions of this Section 7(a)(ii).  At any Seller's request, Buyer\n    shall, or shall cause UDLP to, use legal action, including the commencement\n    of litigation, if required, to enforce such confidentiality obligations,\n    and such Seller shall reimburse Buyer for reasonable out-of-pocket expenses\n    (including the fees and expenses of counsel) incurred in connection with\n    such legal action as is requested by such Seller.  For purposes of this\n    Agreement, the term \"SELLER INFORMATION\" shall mean all information\n    concerning Sellers or their Affiliates, including any financial\n    information, trade secrets, know-how and other confidential technical and\n    business information, other than information that relates to the Business,\n    UDLP, the Subsidiaries or the Foreign Affiliates and other than any such\n    information that is available to the public on the Closing Date, or\n    thereafter becomes available to the public other than as a result of a\n    breach of this Section 7(a)(ii).\n\n         (b)     PERFORMANCE OF OBLIGATIONS BY BUYER AFTER CLOSING DATE. \nSubject to Section 8(f), Section 8(h)(xiii), Section 10 and Section 11(a),\nfollowing the Closing Date, Buyer shall or shall cause UDLP to duly, promptly\nand faithfully pay, perform and discharge when due, (i) all obligations and\nliabilities of whatever kind and nature, primary or secondary, direct or\nindirect, absolute or contingent, known or unknown, whether or not accrued,\nwhether arising before, on or after the Closing Date, of UDLP, other than the\nRetained Liabilities, without limitation, any such obligations or liabilities\ncontained in any contract or other agreement and (ii) any liability or\nobligation of any Seller and its respective Affiliates with respect to any of\nthe liabilities described in clause (i), including, without limitation, any\nguarantee or obligation to assure performance given or made by one or more of\nSellers and their respective Affiliates with respect to any such obligation of\nany of UDLP, the Subsidiaries and the Foreign Affiliates.\n\n         (c)     NO ADDITIONAL REPRESENTATIONS; DISCLAIMER REGARDING ESTIMATES\nAND PROJECTIONS. Buyer acknowledges that neither Seller, nor any other person or\nentity acting on behalf of a Seller or any Affiliate of a Seller, (i) has made\nany representation or warranty express or implied, including any implied\nrepresentation or warranty as to the condition, merchantability, suitability or\nfitness for a particular purpose of any of the assets used in the Business or\nheld by UDLP or (ii) has made any representation or warranty, express or\nimplied, as to the accuracy or completeness of any information regarding the\nBusiness, UDLP or any Affiliate of UDLP, in each case except as expressly set\nforth in this Agreement and the Ancillary Agreements or as and to the extent\nrequired by this Agreement to be set forth in the Schedules hereto.  Buyer\nfurther agrees that neither Seller nor any other person or entity will have or\nbe subject to any liability, except as specifically set forth in this Agreement,\nto Buyer or any other person resulting from the distribution to Buyer, or\nBuyer's use of, any such information, including the Confidential Offering\nMemorandum distributed by Morgan Stanley &amp; Co. Incorporated and any information,\ndocument, or material made\n\n\n                                         -34-\n\n\navailable to Buyer in certain \"data rooms,\" management presentations or any\nother form in expectation of the transactions contemplated by this Agreement.\n\n         In connection with Buyer's investigation of UDLP, Buyer has received\ncertain projections, including projected statements of operating revenues and\nincome from operations of the Business and UDLP for the fiscal year ending on\nDecember 31, 1997 and for subsequent fiscal years and certain business plan\ninformation for such fiscal year and succeeding fiscal years.  Buyer\nacknowledges that there are uncertainties inherent in attempting to make such\nestimates, projections and other forecasts and plans, that Buyer is familiar\nwith such uncertainties and that Buyer is taking full responsibility for making\nits own evaluation of the adequacy and accuracy of all estimates, projections\nand other forecasts and plans so furnished to it (including the reasonableness\nof the assumptions underlying such estimates, projections and forecasts). \nAccordingly, neither Seller makes any representation or warranty with respect to\nsuch estimates, projections and other forecasts and plans (including the\nreasonableness of the assumptions underlying such estimates, projections and\nforecasts).\n\n         (d)     Intentionally omitted.\n\n         (e)     CERTAIN GUARANTIES.  Sellers and Buyers shall cooperate and\nuse their respective reasonable best efforts to cause each of the performance\nbonds, letters of credit and\/or guaranties or other obligations set forth on\nSCHEDULE 7(e) (each a \"SELLER GUARANTY\") to be replaced with performance bonds\nand\/or letters of credit issued for the account of Buyer.  Copies of each of the\nSeller Guaranties have been provided to Buyer.  If any Seller Guaranty has not\nbeen so replaced as of the Closing (any such Seller Guaranty which is not so\nreplaced being referred to as \"CONTINUING GUARANTY\"), Buyer will obtain a letter\nof credit in favor of the applicable Seller with a face of amount and expiration\ndate identical to that set forth in the applicable Continuing Guaranty (the\nletters of credit obtained by Buyer in respect of such Continuing Guaranties\nbeing referred to herein as the \"SUBSTITUTE LETTERS OF CREDIT\").  Each\nSubstitute Letter of Credit shall permit the beneficiary to draw on such\nSubstitute Letter of Credit only to the extent of any drawing on the Continuing\nGuaranty to which such Substitute Letter of Credit relates and shall otherwise\nbe on substantially the same terms as the Continuing Guaranties set forth on\nSCHEDULE 7(e) and in form and substance reasonably satisfactory to Buyer and\nSellers.  Following the Closing, Buyer shall also indemnify each Seller for any\namounts actually paid by such Seller in respect of the guarantee obligations set\nforth on SCHEDULE 7(e), together with interest thereon at a rate of 8% per annum\nfrom the date on which such Seller makes such payment to the date of\nreimbursement by Buyer to the extent that drawings under a Substitute Letter of\nCredit are not available to reimburse Sellers for the amounts so paid.\n\n         (f)     RETAINED ASSETS AND LIABILITIES.  \n\n         (i)     LITIGATION.  With respect to all litigation matters that are\n    designated as retained assets or retained liabilities on SCHEDULE 7(f)\n    hereto or which may arise after the execution of this Agreement or the\n    Closing, upon the reasonable request of either Seller, Buyer shall promptly\n    assist such Seller in the prosecution or defense of any claim, threatened\n    claim,\n\n\n                                         -35-\n\n\n    audit, investigation or proceeding by or against any governmental entity or\n    any other third party (each an \"ACTIVITY\").  Buyer shall cooperate promptly\n    with the applicable Seller in such Seller's efforts to investigate in a\n    privileged manner, conduct or resolve any such Activity as may be deemed\n    necessary or useful in such Seller's sole but reasonable discretion;\n    PROVIDED, HOWEVER, that (A) such assistance does not unreasonably disrupt\n    the conduct of Buyer's operations and (B) such Seller shall reimburse Buyer\n    for all out-of-pocket expenses reasonably incurred by Buyer in connection\n    therewith.  Such assistance shall be provided by the employee or employees\n    of Buyer or UDLP best qualified to provide the requested assistance\n    expeditiously, as determined by Buyer in its reasonable discretion.  Such\n    assistance shall include, without limitation, to the extent reasonably\n    practicable, extracting from the files and records of Buyer or UDLP all\n    information relevant to the Activity, consultation concerning such\n    Activity, testimony, if necessary, in any proceeding relating to such\n    Activity, and assistance with the preparation of any pleadings or other\n    submissions with respect to such Activity.  Such assistance shall also\n    require Buyer to grant Harsco sole possession, custody, control and access\n    to all documents currently under Harsco's custody and control which are\n    contained within the secure areas in the west warehouse and the farmhouse\n    of UDLP's York, Pennsylvania plant as of the Closing Date.  Harsco shall\n    provide copies to Buyer, at Buyer's reasonable request, of documents in\n    Harsco's custody and control relating to the Business.  Buyer also shall\n    provide Harsco access to the above secure areas currently used by Seller to\n    store and review said documents and conduct interviews.  Upon the\n    conclusion of any Activity pertaining to the documents contained in the\n    secured areas described above, possession, custody and control over said\n    documents shall be relinquished by Harsco to Buyer.  The parties hereto\n    agree that notwithstanding the foregoing, nothing in this Section 7(f)(i)\n    will in any way limit or otherwise affect any obligation of Buyer arising\n    under this Agreement or the transactions contemplated hereby.\n\n         (ii)    CONTRACT CLOSE-OUTS.  With respect to all contracts that are\n    designated as retained assets or retained  liabilities on SCHEDULE 7(f)\n    hereto, as to which the applicable Seller will retain all financial\n    liability, if any, Buyer and UDLP will be responsible, from and after the\n    Closing, for the administration of the close-out or settlement of such\n    contracts.  Without limiting the generality of the foregoing, Buyer will\n    cooperate as reasonably requested with the applicable Seller in the effort\n    to close-out or settle each such contract, including by consulting with\n    such Seller on a regular and frequent basis and providing such Seller with\n    such information as is requested in such Seller's sole but reasonable\n    discretion; PROVIDED, HOWEVER, that such cooperation and consultation does\n    not unreasonably disrupt or interfere with the business of UDLP or Buyer. \n    Such Seller shall reimburse Buyer for all out-of-pocket expenses reasonably\n    incurred by Buyer in connection therewith.  In addition, the parties hereto\n    agree that neither Buyer nor any Affiliate of Buyer may close-out or settle\n    any such contract (or resolve any open issues with respect thereto) without\n    the prior written consent of the applicable Seller, which will not be\n    unreasonably withheld or delayed.\n\n         (g)     1997 AUDITED FINANCIAL STATEMENTS.  Buyer shall prepare and\ndeliver to each Seller at Buyer's sole cost and expense, as promptly as\npracticable but in no event later than 90 days\n\n\n                                         -36-\n\n\nafter the end of UDLP's 1997 fiscal year, a balance sheet of UDLP as of the end\nof such fiscal year and the related statements of operations, changes in\npartners' equity and cash flow of UDLP for such fiscal year, together with\nappropriate notes to such financial statements, and a balance sheet as of the\nend of such prior fiscal years and related statements for such number of\nadditional fiscal years as may be reasonably requested by either Seller in order\nfor such Seller to comply with Regulation S-X, 17 C.F.R. Section 210.3-09 ET\nSEQ.  These statements shall reflect all of UDLP's expenses and contingent\nliabilities as if UDLP were a stand-alone entity consistent with U.S. generally\naccepted accounting principles.  These financial statements shall also comply\nwith the other relevant provisions of Regulation S-X, 17 C.F.R. Section 210, and\nshall be audited and reported on by a \"big six\" accounting firm selected by\nBuyer.\n    \n         8.      MUTUAL COVENANTS.  Sellers and Buyer covenant and agree as\nfollows:\n\n         (a)     CONSENTS. Buyer acknowledges that certain consents to the\ntransactions contemplated by this Agreement or the Ancillary Agreements may be\nrequired from parties to contracts, leases, licenses or other agreements\n(written or otherwise) to which any of Sellers and UDLP or any of their\nrespective Affiliates is a party (a \"REQUIRED CONSENT\") and such consents may\nnot be obtained prior to the Closing.  Sellers shall cooperate with Buyer in any\nreasonable manner and take such reasonable actions as Buyer may request in\nconnection with Buyer's obtaining any such consents; PROVIDED, HOWEVER, that\nsuch cooperation shall not include any requirement of Sellers to expend money,\ncommence any litigation or offer or grant any accommodation (financial or\notherwise) to any third party.  In the event that such consents are not\nobtained, Sellers shall take such additional actions as reasonably requested by\nBuyer to provide to Buyer the economic benefits of such contracts, leases,\nlicenses or other agreements, including without limitation by subcontracting,\nsublicensing or other similar arrangements, provided that Buyer performs and\ndischarges its obligations under such contracts, leases, licenses or agreements.\n\n         (b)     PUBLICITY.  Each Seller and Buyer agree that, from the date\nhereof through the Closing Date, no public release or announcement concerning\nthe transactions contemplated hereby shall be issued or made by Buyer without\nthe prior consent of Sellers (which consent shall not be unreasonably withheld)\nand no public release or announcement concerning the transactions contemplated\nhereby shall be issued or made by any Seller without the prior consent of Buyer\n(which consent shall not be unreasonably withheld), except (i) as such release\nor announcement may be advisable or required by law or the rules or regulations\nof any United States or foreign securities exchange on which such party's\nsecurities are listed, in which case the party required to make the release or\nannouncement shall allow the other party reasonable time to comment on such\nrelease or announcement in advance of such issuance and (ii) that each of\nSellers and UDLP may make such an announcement to their respective employees. \nNotwithstanding the foregoing, Buyer and each Seller shall cooperate to prepare\npress releases to be issued at the time of the signing of this Agreement and on\nthe Closing Date.  Each Seller and Buyer agree to keep the terms of this\nAgreement confidential, except to the extent required by applicable law or for\nfinancial reporting purposes and except that the parties may disclose such terms\nto their respective accountants and\n\n\n                                         -37-\n\n\nother representatives as necessary in connection with the ordinary conduct of\ntheir respective businesses (so long as such persons agree to keep the terms of\nthis Agreement confidential).\n\n         (c)     BEST EFFORTS.  Subject to the terms of this Agreement\n(including the limitations set forth in Section 8(a)), each party will use its\nreasonable best efforts to cause the Closing to occur. \n\n         (d)     HSR ACT COMPLIANCE.  Buyer and Sellers shall each file or\ncause to be filed with the Federal Trade Commission and the United States\nDepartment of Justice any notifications required to be filed under the HSR Act\nwith respect to the transactions contemplated hereby and each of Buyer and\nSellers shall bear the costs and expenses of their respective filings; PROVIDED,\nHOWEVER, that Buyer shall pay the filing fee in connection therewith.  Each of\nBuyer and Sellers shall use their respective best efforts to make such filings\npromptly (and in any event within five business days) following the date hereof,\nto respond to any requests for additional information made by either of such\nagencies and to cause the waiting periods under the HSR Act to terminate or\nexpire at the earliest possible date and to resist in good faith, at each of\ntheir respective cost and expense (including the institution or defense of legal\nproceedings), any assertion that the transactions contemplated hereby constitute\na violation of the antitrust laws, all to the end of expediting consummation of\nthe transactions contemplated hereby.  Each of Buyer, FMC and Harsco shall\nconsult with the other prior to any material submission to and any meetings, by\ntelephone or in person, with the staff of the Federal Trade Commission and the\nUnited States Department of Justice, and each of Buyer, FMC and Harsco shall\nhave the right to review any such submission and have a representative present\nat any such meeting.\n\n         (e)     COOPERATION WITH FINANCINGS.  Sellers acknowledge that Buyer\nmay use the Financial Statements and other information regarding the Business,\nUDLP, its Subsidiaries and the Foreign Affiliates in connection with financings\nnecessary to consummate the Closing, including in a Rule 144A offering\nmemorandum and a registration statement filed under the Securities Act of 1933,\nas amended (the \"PUBLIC FILINGS\") to be issued or filed by Buyer.  Sellers shall\n(and shall cause UDLP and its Subsidiaries to) cooperate in a commercially\nreasonable manner with Buyer prior to the Closing so that Buyer can obtain\ninformation sufficient for Buyer to prepare a Rule 144A offering memorandum and\nthe Public Filings, in each case at Buyer's sole expense.  The foregoing\ncooperation of Seller shall include (i) compiling the requisite financial\ninformation, including supplying financial information for purposes of comfort\nletters to be issued in connection with Public Filings, (ii) granting Buyer or\nUDLP's accountants, E&amp;Y, full and complete access to the books and records of\nUDLP and to any personnel knowledgeable about such books and records (including\nUDLP's independent accountants), in each case, to the extent reasonably\nrequested by Buyer, (iii) signing customary management representation letters\nrelated to the Financial Statements and any comfort letters and (iv) using\ncommercially reasonable efforts to furnish necessary financial information for\nadditional periods subsequent to June 30, 1997 and prior to the Closing in\nconnection with such financings.\n\n\n                                         -38-\n\n\n         (f)     ENVIRONMENTAL INDEMNIFICATION.\n\n         (i)     NON-SAN JOSE\/SANTA CLARA PROPERTIES.  From and after the\n    Closing, subject to clause (ii) below, Buyer shall be responsible for the\n    costs of all environmental matters relating to the Business that are\n    allowable costs under applicable government contracting statutes and\n    regulations.\n\n         (ii)    SAN JOSE\/SANTA CLARA PROPERTIES.  Subject to the remaining\n    provisions of this Section 8(f), FMC will retain and will be responsible\n    for 100% of all Remediation Costs after the Closing Date on the Sites\n    covered by the Settlement and Advance Agreement, whether or not leased\n    pursuant to the Lease.  For a period of ten years following the Closing\n    Date, FMC agrees that with respect to the Sites, it shall provide to Buyer\n    no later than December 31 of each year commencing with the year 1997 a\n    written report (a \"REMEDIATION REPORT\") containing the following\n    information prepared in good faith by or on behalf of FMC:  (A) projected\n    Remediation Costs for all of the Sites for each of the four years following\n    such year (e.g., by December 31, 1997 FMC will provide projected\n    Remediation Costs for the years 1998, 1999, 2000 and 2001) and (B)\n    projected recoveries for the four years following such year (calculated\n    with reference to the Settlement and Advance Agreement) from FMC Insurers\n    attributable and allocable to the Sites.  Attached hereto as SCHEDULE\n    8(f)(ii) are the Remediation Reports containing Remediation Costs and FMC\n    Insurers recovery projections for years 1997, 1998 and 1999.  Buyer agrees\n    that it shall pay to FMC periodically, but in no event more frequently than\n    quarterly, commencing September 30, 1997 and ending December 31, 2008 a\n    portion of any such Remediation Costs incurred for any year during such\n    period equal to (X) the amount of Remediation Costs incurred by FMC during\n    such year LESS (Y) the amount of the recoveries from FMC Insurers for such\n    year projected in the applicable Remediation Report MULTIPLIED BY (Z) 0.78;\n    PROVIDED, HOWEVER, that (X) in no event shall the aggregate amount of such\n    payments by Buyer exceed $16,700,000, (Y) the applicable Remediation Costs\n    are incurred in accordance with the Advance Agreement and (Z) the total\n    amount of Remediation Costs incurred during such year shall not exceed the\n    projected Remediation Costs for such year set forth in the Remediation\n    Report delivered twelve months prior to the commencement of such year. \n    Buyer further agrees that it shall be responsible for performing, and shall\n    perform, all of FMC's reporting obligations under the Settlement and\n    Advance Agreement and that neither Buyer nor UDLP shall amend, modify or\n    otherwise alter the Settlement in any manner materially disadvantageous to\n    FMC and HUC without FMC's prior written consent, which consent shall not be\n    unreasonably withheld.  FMC agrees that it shall provide to Buyer as\n    reasonably requested all information with respect to the Sites (whether\n    relating to insurance, recoveries, Remediation Costs or otherwise) to the\n    extent Buyer deems such information reasonably necessary or desirable in\n    respect of Buyer's obligations under the Settlement and Advance Agreement. \n    For purposes of this Agreement, the term \"SETTLEMENT AND ADVANCE AGREEMENT\"\n    shall mean the Settlement and Advance Agreement, dated as of December 15,\n    1995, by and among UDLP, FMC Corporation and the United States Department\n    of Defense, represented by the Corporate Administrative Contracting Officer\n    assigned to UDLP, and the\n\n\n                                         -39-\n\n\n    terms \"FMC INSURERS\", \"REMEDIATION COSTS\" and \"SITES\" shall have the\n    meaning ascribed to such terms in the Settlement and Advance Agreement. \n    Notwithstanding anything to the contrary contained in this Agreement or the\n    Lease, Buyer agrees that, from and after the Closing Date, FMC shall have\n    the sole right to initiate, control, direct and manage any investigative,\n    corrective or remedial action on or with respect to any of the Sites.  In\n    connection with any such investigative, corrective or remedial actions to\n    be taken after the Closing by FMC, Buyer and UDLP will cooperate with FMC\n    as reasonably requested in providing access at reasonable times and under\n    reasonable conditions to the Sites covered by the Lease (the \"LEASED\n    SITES\") for the employees, agents and equipment of FMC or its contractors\n    and in permitting FMC to construct, maintain and operate on the Leased\n    Sites, at no charge to FMC by Buyer or UDLP, such equipment and facilities\n    (including without limitation pump and treat facilities) as are deemed\n    necessary or desirable by FMC in order to effect such investigative,\n    corrective or remedial actions.  FMC shall cooperate with Buyer and UDLP as\n    reasonably requested in taking all such actions in a manner designed to\n    minimize to the extent reasonably practicable any disruption to the\n    operations of the Business on the Leased Sites.\n         \n         (iii)   Except for Remediation Costs which are the subject of Section\n    8(f)(ii), Sellers and Buyer agree to the following allocation of\n    responsibility for Environmental Losses which are not allowable costs under\n    applicable government contracting statutes and regulations (the\n    \"NON-ALLOWABLE COSTS\"):\n         \n                 (A)    Buyer shall pay or cause UDLP to pay (or, if\n         applicable, reimburse Sellers for the payment of) 25% of Non-Allowable\n         Costs with respect to matters that are discovered by UDLP or Buyer and\n         of which Sellers are notified in writing prior to the third\n         anniversary of the Closing Date (the \"TIMELY NON-ALLOWABLE COSTS\");\n                 \n                 (B)    Sellers shall, subject to the provisions of Section\n         8(f)(vi), pay (or, if applicable, reimburse Buyer or UDLP for the\n         payment of) 75% of Timely Non-Allowable Costs; PROVIDED, HOWEVER, that\n         any obligation of Sellers to pay Timely Non-Allowable Costs that have\n         not been previously incurred and for which Sellers have not received\n         written notice by the tenth anniversary of the Closing Date shall\n         terminate on such tenth anniversary; and\n                 \n                 (C)    Buyer shall pay or cause UDLP to pay (or, if\n         applicable, reimburse Sellers for the payment of) 100% of\n         Non-Allowable Costs that are not Timely Non-Allowable Costs.\n\n    For purposes of this Agreement, (1) the term \"ENVIRONMENTAL LOSSES\" means\n    all Losses (as defined in Section 11(a) hereto) incurred by Buyer or UDLP\n    consistent with commercially reasonable environmental practices to the\n    extent, and in the amount, arising from or relating to (i) the use,\n    handling, storage, treatment, recycling, generation, transportation,\n    release, spilling, leaking, pumping, pouring, emptying, discharging,\n    injecting, escaping, leaching,\n\n\n                                         -40-\n\n\n\n    disposal (on-site or off-site), dumping, or threatened release of Hazardous\n    Materials on or prior to the Closing Date by UDLP or its Subsidiaries or\n    their predecessors in interest, or by their agents, representatives,\n    employees, or independent contractors when acting in such capacity on\n    behalf of UDLP or its Subsidiaries; (ii) the exposure on or prior to the\n    Closing of persons to Hazardous Materials in the work place at any current\n    or former facility of the Business (a \"FACILITY\"); (iii) the exposure of\n    persons or property as a result of Hazardous Materials released at or from\n    any Facility on or prior to the Closing Date migrating from or otherwise\n    emanating from any Facility; (iv) the off-site disposal of any Hazardous\n    Materials that were generated at any Facility on or prior to the Closing\n    Date; or (v) any pre-Closing violation of, or noncompliance with, any\n    Environmental Requirement occurring with respect to the Business or any\n    Facility on or prior to the Closing Date; PROVIDED, HOWEVER, that\n    Environmental Losses shall not include costs expended by Buyer or UDLP for\n    remedial actions that are not reasonably necessary to comply with\n    Environmental Requirements; and (2) the term \"HAZARDOUS MATERIAL\" means any\n    substance with respect to which liability or standards of conduct are\n    imposed pursuant to an Environmental Requirement.\n\n         (iv)    Sellers, UDLP and Buyer acknowledge and agree that, from and\n    after the Closing, their sole and exclusive remedy with respect to any and\n    all claims relating to environmental matters relating to UDLP and the\n    Business, including Non-Allowable Costs, shall be pursuant to the\n    provisions of this Section 8(f).  In furtherance of the foregoing, and\n    except for matters which are the responsibility of Sellers pursuant to this\n    Section 8(f), Sellers, UDLP and Buyer hereby waive, from and after the\n    Closing, to the fullest extent permitted under applicable law, any and all\n    rights, claims and causes of action each of them may have against one\n    another with respect to environmental matters.  Buyer and UDLP agree to\n    assume on the Closing Date all Post-Closing Environmental Losses and\n    further agree to indemnify and hold Sellers harmless from and against all\n    Post-Closing Environmental Losses with respect to UDLP, its Affiliates and\n    successors or the Business.  The term \"POST-CLOSING ENVIRONMENTAL LOSSES\"\n    means all Losses (as defined in Section 11(a) hereto) incurred by Seller to\n    the extent and in the amount arising from: (i) the use, handling, storage,\n    treatment, recycling, generation, transportation, release, spilling,\n    leaking, pumping, pouring, emptying, discharging, injecting, escaping,\n    leaching, disposal (on-site or off-site), dumping, or threatened release of\n    Hazardous Material after the Closing Date by Buyer, UDLP or its\n    Subsidiaries or their successors in interest, or by their agents,\n    representatives, employees, or independent contractors when acting in such\n    capacity on behalf of Buyer, UDLP or its Subsidiaries or their successors\n    in interest, or by their agents, representatives, employees, or independent\n    contractors when acting in such capacity on behalf of Buyer, UDLP or its\n    Subsidiaries; (ii) the exposure of persons to Hazardous Materials released\n    after the Closing in the work place at any Facility owned or operated by\n    Buyer, UDLP or its Subsidiaries; (iii) the exposures of persons or property\n    as a result of Hazardous Materials released at or from any Facility owned\n    or operated by Buyer, UDLP or its Subsidiaries after the Closing Date \n    migrating from or otherwise emanating from any Facility owned or operated \n    by Buyer, UDLP or its Subsidiaries; (iv) the off-site disposal of any \n    Hazardous Materials that were generated at any Facility owned or operated \n    by Buyer, UDLP or its Subsidiaries after the \n\n                                         -41-\n\n\n    Closing Date; or (v) any violation of, or noncompliance with, any \n    Environmental Requirement occurring with respect to the Business or any \n    Facility owned or operated by Buyer, UDLP or its Subsidiaries after the \n    Closing Date.\n\n         (v)     Except as otherwise specified in clause (ii) of this Section\n    8(f), Sellers shall pay 25% of any insurance recovery with respect to any\n    Environmental Losses (net of costs of recovery) to Buyer within 30 days of\n    receipt of the recovery amount.  In the event Sellers receive any recovery\n    from third party insurers relating to Post-Closing Environmental Losses,\n    Sellers shall pay 100% of any such insurance recovery to Buyer within 30\n    days of receipt of the recovery amount. \n\n         (vi)    (A)    Notwithstanding anything in this Agreement to the\n    contrary, but subject to the provisions of Section 8(f)(ii), the\n    indemnification procedures in this Section 8(f)(vi) shall apply to any\n    claim for payment or reimbursement under Section 8(f)(iii)(B) with respect\n    to Timely Non-Allowable Costs (collectively \"ENVIRONMENTAL CLAIMS\").\n\n                 (B)    Any Environmental Claim which is of the nature of a\n    third party claim shall also be governed by the procedures set forth in\n    Section 11(f) hereof, it being understood that any inconsistencies between\n    Section 11(f) and this Section 8(f)(vi) shall be resolved in favor of the\n    provisions set forth in this Section.\n\n                 (C)    (1)  Buyer shall notify FMC in writing promptly after\n         learning of the existence of an Environmental Claim, which notice\n         shall describe in reasonable detail the claim, the amount thereof (if\n         known and quantifiable), and a reasonably detailed description of the\n         facts giving rise to such claim, except that a failure to provide\n         prompt notice shall only serve to limit Buyer's indemnification rights\n         hereunder to the extent that FMC is prejudiced by such failure.\n\n                   (2)  Upon assertion by Buyer of a claim covered hereunder,\n         FMC shall be entitled (but not obligated) to assume Principal\n         Management of the subject matter of such claim.  To assume Principal\n         Management, FMC must notify Buyer within 30 days of its receipt of\n         said notice that it intends to assume Principal Management.  In the\n         event FMC does not elect to undertake Principal Management, Buyer\n         shall assume Principal Management of the subject matter of the\n         Environmental Claim.\n\n                   (3)  The party not exercising Principal Management with\n         respect to a particular matter shall be entitled, at its sole cost and\n         expense, to reasonably participate in the management of the\n         Environmental Claim. Such participation shall include, without\n         limitation: (i) the right to receive copies of all material reports,\n         workplans and analytical data submitted to governmental agencies, all\n         material notices or other letters or documents received from\n         governmental agencies, any other documentation and correspondence\n         materially bearing on the Environmental Claim;\n\n\n                                         -42-\n\n\n         (ii) the right of reasonable consultation with the party exercising\n         Principal Management; and (iii) as to proposed plans of remediation to\n         be submitted to governmental agencies, the right of reasonable advance\n         review and approval of such plans, which approval shall not be\n         unreasonably withheld or delayed.\n\n                   (4)  In the event it undertakes Principal Management of any\n         matter, FMC shall, upon reasonable notice to Buyer, have reasonable\n         access to the relevant subject facility of Buyer and\/or UDLP.\n\n                   (5)  The party undertaking Principal Management hereunder\n         for any matter shall manage the matter in good faith and in a\n         responsible manner, and any activities conducted in connection\n         therewith shall be undertaken promptly and completed reasonably\n         expeditiously and in a cost effective manner using commercially\n         reasonable efforts.  The parties agree to reasonably cooperate with\n         one another in connection with addressing any matter hereunder.\n \n                   (6)  Any remedial or corrective action covered hereunder\n         shall be deemed to have been adequately completed to the extent that\n         it attains compliance in a cost effective manner with applicable\n         Environmental Requirements or is completed to the satisfaction of an\n         appropriate governmental body.\n \n                   (7)  For purposes of this Agreement, the term \"PRINCIPAL\n         MANAGEMENT\" means the authority to principally direct the handling of\n         the subject matter of an environmental matter, including, without\n         limitation, (1) selection of consultants, contractors, experts or\n         advisors, (2) evaluation, selection and implementation of remedial\n         measures and (3) negotiations with or challenges to any governmental\n         body and third parties.\n\n         (g)     WRITTEN MATERIALS AND RECORDS.\n\n            (i)  After the Closing, Buyer may use and distribute products,\n    shipping materials, purchase orders, invoices, sales, promotional or other\n    forms and literature which bear the name \"FMC\" or \"Harsco\" or the \"FMC\" or\n    \"Harsco\" design trademark if Buyer attaches a sticker or name plate\n    previously approved by FMC or Harsco, as applicable, which discloses the\n    acquisition of UDLP by Buyer.  The right granted in the immediately\n    preceding sentence shall terminate, in the case of inventory of UDLP\n    existing as of the Closing Date, on the earlier of date when Buyer has sold\n    all of such inventory and the one year anniversary of the Closing Date.  In\n    addition, such right shall terminate, in the case of shipping materials,\n    purchase orders, invoices, sales, promotional or other forms and\n    literature, 180 days following the Closing Date.  Once such right has\n    terminated, Buyer shall deliver or cause to be delivered to each Seller, as\n    applicable, or destroy or cause to be destroyed (with a certification of\n    such destruction), all of such items bearing the name \"FMC\" or \"Harsco\" or\n    the \"FMC\" or \"Harsco\" design trademark and Buyer further agrees that it\n    shall, and shall\n\n\n                                         -43-\n\n\n    cause UDLP to, cease to use or display names or materials bearing the name\n    \"FMC\" or \"Harsco\" or the \"FMC\" or \"Harsco\" design trademark or any variant\n    thereof or name confusingly similar thereto or to any name or trademark\n    retained by FMC Corporation or Harsco.  Notwithstanding the foregoing,\n    Buyer will (i) remove all signs bearing the name \"FMC\" or \"Harsco\" or the\n    \"FMC\" or \"Harsco\" design trademark from the Properties within six months\n    following the Closing Date and (ii) use commercially reasonable efforts to\n    cause the Foreign Affiliates to cease, as soon after the Closing as\n    possible, using the name \"FMC\" or the \"FMC\" design trademark in connection\n    with their respective business operations and as part of their respective\n    corporate names (it being understood that the Foreign Affiliates may\n    continue to use such names and design trademarks in accordance with the\n    foregoing, but in any event for no longer than three years after the\n    Closing Date; provided that, if required to continue to use the name under\n    existing contracts, such three year period shall not apply).\n\n           (ii)  Buyer and Sellers agree that Sellers may maintain copies of\n    any books and records of and other financial, tax, personnel and operations\n    data relating to the Business (collectively, the \"RECORDS\") and, within six\n    months following the Closing Date, FMC may prepare a comprehensive index\n    and file plan of such Records reasonably acceptable to Buyer (the \"FILE\n    PLAN\").  Buyer agrees to maintain such Records in a manner consistent with\n    the File Plan for a period of not less than ten years from the Closing Date\n    (plus any additional time during which a party has been advised that there\n    is an ongoing legal proceeding or investigation or tax audit with respect\n    to periods prior to the Closing Date, or such period is otherwise open to\n    assessment).  During such period, Buyer agrees to give Sellers and their\n    representatives reasonable cooperation, access (including copies) and staff\n    assistance, as needed, during normal business hours and upon reasonable\n    notice, with respect to the Records, and Sellers agree to give Buyer and\n    its representatives reasonable cooperation, access and staff assistance, as\n    needed, during normal business hours and upon reasonable notice, with\n    respect to the books and records and other financial data relating to the\n    Business as may be necessary for general business purposes, including the\n    preparation of tax returns and financial statements, the management and\n    handling of tax audits and any closing out of outstanding contracts;\n    PROVIDED, HOWEVER, that such cooperation, access and assistance does not\n    unreasonably disrupt the normal operations of Buyer or Sellers.  Buyer\n    shall not destroy or otherwise dispose of the Records for the period set\n    forth in the second sentence of this clause (ii) without the written\n    consent of Sellers.  Each party shall be entitled to reimbursement for its\n    reasonable out-of-pocket costs in connection with the provision of such\n    access.\n\n         (h)     TRANSFERRED EMPLOYEES AND EMPLOYEE BENEFITS.\n\n            (i)  Effective on the Closing Date, Buyer shall cause UDLP to offer\n    employment to each person designated on SCHEDULE 8(h)(I) attached hereto\n    with salary and wages and with employee benefits that are substantially\n    comparable in the aggregate to those provided to such persons by FMC\n    immediately prior to the date of such offer, and Buyer shall cause\n\n\n                                         -44-\n\n\n    UDLP to, and UDLP shall, employ on such terms each such person who accepts\n    such offer (such employees being referred to herein collectively as the\n    \"TRANSFERRED EMPLOYEES\").  The Transferred Employees shall include, in\n    addition to those actively at work who accept such offer, all employees on\n    leaves of absence, including those on long-term or short-term disability or\n    on lay-off which accept such offer.  Upon the hiring of the Transferred\n    Employees by UDLP, Buyer shall cause UDLP to, and UDLP shall, (i) for\n    benefit accrual purposes, recognize all service of such employees\n    recognized by FMC (including predecessor employer service) under all\n    employee benefit plans, programs and policies of UDLP at its value under\n    such plans, programs and policies as of the Closing Date and (ii) recognize\n    all service of such employees recognized by FMC (including predecessor\n    employer service) for all other purposes (excluding benefit accrual) under\n    all employee benefit plans, programs and policies of UDLP.  The employees\n    listed on SCHEDULE 8(h)(i) as retained employees (the \"RETAINED EMPLOYEES\")\n    currently perform substantial services for FMC and, accordingly, will be\n    employed after the Closing by FMC and will not be deemed to be Transferred\n    Employees or UDLP Employees for purposes of this Agreement.  From and after\n    the Closing Date and until such time as agreed upon by Buyer and FMC, Buyer\n    will permit such Retained Employees to continue to have access to UDLP's\n    facilities, including without limitation office space, telecommunications\n    and computer equipment, and FMC will reimburse Buyer or UDLP (in an amount\n    to be agreed upon by FMC and Buyer) for costs incurred by UDLP in providing\n    such access.\n\n                 (ii)   (A) With respect to the Transferred Employees,\n         effective as of the Closing Date, Buyer shall cause UDLP to waive\n         pre-existing condition exclusions, evidence of insurability\n         provisions, waiting period requirements or similar provisions under\n         the UDLP health, dental, disability, accidental death and\n         dismemberment and life insurance plans to the extent such exclusions,\n         requirements and provisions had been waived or satisfied under the FMC\n         Employee Benefit Plans as of the Closing Date.  In addition, Buyer\n         shall cause the UDLP health and dental plans to credit the Transferred\n         Employees with amounts credited under the FMC health and dental plans\n         toward the satisfaction of annual deductible and out-of-pocket\n         maximums under the UDLP plans during the calendar year which includes\n         the Closing Date.  FMC agrees to provide to Buyer within 30 days after\n         the Closing Date such participation, coverage and benefits information\n         requested by Buyer in connection with the foregoing.\n\n                 (B)    FMC and its benefit plans shall assume, pay, perform\n         and discharge when due all obligations of UDLP with respect to the\n         Retained Employees (other than obligations with respect to benefits\n         accrued on or prior to the Closing Date, if any, under UDLP Employee\n         Benefit Plans) and shall retain all liability and be responsible for\n         all obligations of FMC and the FMC Employee Benefit Plans with respect\n         to the Retained Employees and any FMC employee who refuses an offer of\n         employment from Buyer as specified in Section 8(h)(i).\n\n\n                                         -45-\n\n\n         (iii)   Prior to the Closing Date (if practicable), but in any event\n    not later than December 30, 1997, FMC shall cause to be transferred from\n    the FMC Corporation Salaried Employees' Retirement Plan (the \"FMC SALARIED\n    PLAN\") to a new pension plan adopted by FMC that will be intended to be\n    qualified under Code Section 401(a) and that will mirror the terms of the\n    FMC Salaried Plan applicable to UDLP employees and former employees as of\n    the date of transfer (the \"DEFENSE SEGMENT PLAN\") assets equal to the\n    benefits accrued under the FMC Salaried Plan as of the Closing Date\n    (determined in accordance with the actuarial assumptions and methods set\n    forth in Schedule 8(h)(iii) but in no event greater than the amount\n    permitted to be transferred under Section 414(l) of the Code and the\n    regulations thereunder) by all participants in the FMC Salaried Plan who\n    were associated with the FMC defense business prior to January 1, 1994,\n    and\/or who are or were employed by UDLP.  In addition, on or before\n    December 31, 1997, FMC shall contribute to the Defense Segment Plan any\n    amounts required by the Department of Defense to satisfy the applicable\n    provisions of Cost Accounting Standard (\"CAS\") 413 and any other CAS or\n    Federal Acquisition Regulation provisions which are applicable.  The assets\n    of the Defense Segment Plan shall continue to be held by and invested under\n    the FMC Master Trust and may be invested as permitted pursuant to the terms\n    of such plan and the FMC Master Trust.  Effective on the Closing Date,\n    Buyer shall become the sponsor of the Defense Segment Plan and assume all\n    liabilities associated therewith, and, as soon as possible following the\n    Closing Date, FMC shall cause all of the assets associated with the Defense\n    Segment Plan to be transferred from the FMC Master Trust to a pension trust\n    designated by Buyer.  Notwithstanding the above, if it is not possible by\n    the Closing Date to finalize the amount of assets to be transferred from\n    the FMC Salaried Plan to the Defense Segment Plan or to finalize such other\n    amount to be contributed by FMC, then, no later than the Closing Date, FMC\n    shall cause to be transferred from the FMC Salaried Plan and contributed by\n    FMC to the Defense Segment Plan a substantial portion of such assets and\n    contributions and, as soon as possible after the Closing Date, but in no\n    event later than September 15, 1998, FMC shall cause to be transferred from\n    the FMC Salaried Plan and\/or contribute to the Defense Segment Plan the\n    amounts necessary to complete the transfer (which, in the case of the\n    transfer of assets from the FMC Salaried Plan, shall include earnings\n    attributable to such additional amount from the first transfer date to the\n    date of final transfer, and in the case of contributions from FMC shall\n    include earnings attributable to such amount from the first transfer date\n    to the date of final transfer).  In addition, as soon as possible following\n    the Closing Date, FMC shall cause to be transferred from the FMC Salaried\n    Plan to the Defense Segment Plan (or such other pension plan for UDLP\n    Employees so designated by Buyer) assets equal to the benefits accrued\n    under the FMC Salaried Plan as of the Closing Date (determined in\n    accordance with the actuarial assumptions and methods set forth on Schedule\n    8(h)(iii) but in no event greater than the amount permitted to be\n    transferred under Section 414(l) of the Code and the regulations\n    thereunder) by the Transferred Employees plus earnings attributable to such\n    assets from the Closing Date to the date of transfer and minus benefit\n    payments made with respect to any Transferred Employee.  The calculation of\n    the benefit and asset transfer amounts contemplated by this Section\n    8(h)(iii) shall be first made by FMC's actuary.  Buyer's actuary shall be\n    provided with sufficient data to replicate such calculation prior to the\n    actual date of\n\n\n                                         -46-\n\n\n    transfer.  Any disputes regarding the correctness of these calculations or\n    FMC's compliance with this Section 8(h)(iii) shall be resolved in\n    accordance with Section 29 of this Agreement.  No later than 60 days\n    following the Closing Date, FMC and Buyer shall cooperate to file any\n    necessary governmental forms with respect to the above-described transfer\n    of assets and liabilities.  Following the completion of each such transfer\n    of assets and liabilities, the appropriate UDLP plan other than the San\n    Jose Plan shall assume all liability for such liabilities as of the Closing\n    Date.  Notwithstanding the above, FMC shall retain all liabilities under\n    the FMC Salaried Plan which are funded pursuant to group annuity contracts\n    issued by Aetna and The Prudential Insurance Company of America and will\n    retain such insurance contracts.  Prior to the Closing Date, FMC shall\n    cause UDLP to spin off from the FMC Corporation Retirement Plan for Hourly\n    Employees -- San Jose (the \"SAN JOSE PLAN\") into an appropriate FMC pension\n    plan, the assets and liabilities of the \"commercial segment\" thereof.  The\n    participants covered by the \"commercial segment\" are those participants who\n    are not currently and were not previously employed by UDLP or FMC in the\n    defense business (other than employees of FMC's Corporate Technology\n    Center).  Prior to the Closing Date and prior to the date FMC causes UDLP\n    to transfer such assets and liabilities, FMC's actuary and Buyer's actuary\n    shall agree on such amount to be transferred by UDLP using reasonable,\n    agreed actuarial and accounting methods and assumptions.  Also, if the U.S.\n    Department of Defense concludes, either before or after the Closing Date,\n    that any portion of the assets so transferred by UDLP should not have been\n    transferred, FMC shall return such amount to the San Jose Plan with\n    appropriate interest thereon.\n\n         (iv)    Effective on the Closing Date, the Transferred Employees shall\n    be eligible to participate in the United Defense Limited Partnership\n    Salaried Employees' Plan (the \"UDLP THRIFT PLAN\") in accordance with the\n    terms of such plan and shall no longer be eligible to make contributions\n    under the FMC Employees' Thrift and Stock Purchase Plan (the \"FMC THRIFT\n    PLAN\").  As soon as possible following the Closing Date, the UDLP Thrift\n    Plan shall accept a direct trust-to-trust transfer from the FMC Thrift Plan\n    of cash and other property (including FMC common stock) equal to the total\n    account balances with respect to the Transferred Employees.  Prior to such\n    transfer of assets, UDLP shall provide to FMC an opinion letter of outside\n    counsel to Buyer that such counsel knows of no reason why the current\n    favorable determination letter issued by the Internal Revenue Service with\n    respect to the UDLP Thrift Plan should be revoked solely as a result of\n    changes made or actions taken by UDLP or Buyer on or after the Closing\n    Date.  Following such transfer of account balances, the UDLP Thrift Plan\n    shall assume all liability for benefits with respect to the amounts\n    transferred from the FMC Thrift Plan.\n\n         (v)     For a period of one year following the Closing Date, Buyer\n    agrees, and agrees to cause UDLP or its successor to the Business, (I) to\n    provide to employees of UDLP employed as of the Closing Date (including the\n    Transferred Employees) (the \"UDLP EMPLOYEES\") salaries, wages and employee\n    and retirement benefits that are substantially comparable in the aggregate\n    as those provided to such employees immediately prior to the Closing Date\n    and (II) to provide to or on behalf of former employees of UDLP or of any\n\n\n                                         -47-\n\n\n    predecessor employer retiree medical insurance, retiree life insurance and\n    any other retiree benefits that are substantially the same as those\n    provided by UDLP or FMC to or on behalf of such former employees as of the\n    Closing Date.  Buyer shall cause UDLP to retain and discharge all\n    liabilities with respect to current or former UDLP Employees (including\n    current or former FMC and Harsco employees whose liabilities were assumed\n    by UDLP) assumed by UDLP upon its formation.  Notwithstanding the\n    foregoing, nothing in this clause (v) or elsewhere in this Agreement shall\n    be deemed to restrict or otherwise prevent or prohibit Buyer or UDLP from\n    terminating after the Closing Date any UDLP Employees, to the extent\n    permitted by applicable law and applicable collective bargaining or other\n    employment-related agreements.  If within one year following the Closing\n    Date Buyer or UDLP either terminates (other than for Cause) any such UDLP\n    Employee or subjects any such UDLP Employee to an indefinite lay-off, Buyer\n    shall pay to such UDLP Employee severance pay in an amount equal to the\n    greater of (A) the amount that would have been due such UDLP Employee under\n    the UDLP severance pay plan attached hereto as SCHEDULE 8(H)(v) if such\n    UDLP Employee was terminated by UDLP and (B) the amount due such UDLP\n    Employee under the Buyer severance pay plan applicable to such UDLP\n    Employee. Buyer shall recognize, for all purposes of any such severance\n    plan and any other employee benefit plan applicable to any such UDLP\n    Employee, the service of such UDLP Employee with any of the Sellers, UDLP\n    or other Affiliates of either Seller prior to the Closing Date to the\n    extent recognized by similar plans of UDLP or FMC, as applicable, prior to\n    the Closing Date, provided that for benefit accrual purposes Buyer shall\n    recognize such service only at its value under such plans as of the Closing\n    Date. For purposes of calculating the pension payable with respect to a\n    UDLP Employee entitled to the severance described above, the early\n    commencement reduction factor shall be applied assuming the termination of\n    employment was \"in connection with a permanent reduction in force\" within\n    the meaning of the UDLP pension plan.  For purposes of this Section 8(h),\n    the term \"CAUSE\" shall mean (A) any material failure by a UDLP Employee to\n    perform his or her duties or any material failure by a UDLP Employee to\n    obey policy directives from his or her supervisor, (B) the commission by a\n    UDLP Employee of an act of fraud, misappropriation, embezzlement or any\n    other act involving moral turpitude or constituting a felony or (C) the\n    commission by a UDLP Employee of any act of dishonesty which injures Buyer\n    or UDLP.\n\n         (vi)    As soon as practicable following the Closing Date, FMC shall\n    cause to be transferred from the FMC master pension and thrift plan trusts\n    (the \"FMC MASTER TRUSTS\") to new or existing pension and thrift plan trusts\n    maintained by Buyer or UDLP assets held in the FMC Master Trusts which\n    relate to the UDLP pension and thrift plans.\n\n         (vii)   As soon as practicable following the Closing Date, FMC shall\n    cause to be transferred to UDLP, and Buyer shall cause UDLP to assume, the\n    FMC Section 501(c)(9) benefit trusts for hourly employees, and FMC shall\n    cause to be transferred to a new or existing Section 501(c)(9) benefit\n    trust maintained by UDLP or Buyer assets from the FMC Section 501(c)(9)\n    benefit trust for salaried employees equal to the portion of the assets in\n    such trust which relate to UDLP retiree medical and life insurance\n    benefits.\n\n\n                                         -48-\n\n\n\n         (viii)    Except as provided in this subparagraph (viii), it is agreed\n    that, following the Closing Date, each Seller will be responsible for, and\n    will reimburse UDLP with respect to, all payments made by UDLP after the\n    Closing Date to any of such Seller's former employees for workers'\n    compensation benefits relating to occurrences prior to January 1, 1994.\n    The obligations on the part of each Seller to make such payments shall\n    continue for so long as any such payments become due to any former employee\n    of such Seller.  With respect to any workers' compensation claim based upon\n    conditions arising out of facts or circumstances occurring both before and\n    after January 1, 1994, the obligations of each Seller shall be determined\n    in accordance with applicable governmental regulations governing the\n    apportionment of responsibility for workers' compensation between\n    predecessor and successor employers.  Buyer hereby agrees that Buyer and\n    UDLP shall be solely responsible for any workers' compensation claim based\n    upon conditions arising out of facts or circumstances occurring solely on\n    or after January 1, 1994 and acknowledge and agree that in no event shall\n    any Seller be responsible for any such workers' compensation claim.\n\n         (ix) Notwithstanding anything to the contrary contained in any\n    applicable FMC stock option plan or any applicable stock option agreement,\n    FMC and Buyer agree that each Transferred Employee shall have the right to\n    exercise any outstanding stock option granted to him under any such plan\n    that is vested as of the Closing Date within the earlier of (A) two years\n    from the Closing Date and (B) the scheduled expiration date of any such\n    option.\n\n         (x)  Effective as of the Closing Date, no participant in the UDLP\n    Thrift Plan shall be eligible to purchase any additional shares of FMC or\n    Harsco common stock under the UDLP Thrift Plan.  Effective on the Closing\n    Date and for a period of two years following the Closing Date, Buyer shall\n    cause the UDLP Thrift Plan to be amended to cause UDLP to allow each\n    employee of UDLP to sell all or any portion of the FMC or Harsco common\n    stock allocated to such employee's account under the UDLP Thrift Plan.  In\n    addition, no less than ten business days prior to the expiration of such\n    two-year period, Buyer agrees to discuss in good faith with FMC and Harsco\n    the repurchase by FMC of any FMC common stock and the repurchase by Harsco\n    of any Harsco common stock remaining in the UDLP Thrift Plan.\n\n         (xi) Each UDLP Employee who participated immediately prior to the\n    Closing in the FMC 1995 Management Incentive Plan (the \"MIP\") shall receive\n    a BPI Award (as defined below) with respect to the Three-Year Period (as\n    defined in the MIP) ending December 31, 1997 and with respect to the\n    Three-Year Period (as defined in the MIP) ending December 31, 1998.  Buyer\n    or UDLP shall pay each such BPI Award that is accrued for on the Closing\n    Statement to the applicable UDLP Employee at the time when FMC makes\n    payment of the BPI Awards to other participants in the MIP, unless such BPI\n    Award has previously been paid to such UDLP Employee.  For purposes of this\n    Agreement, the term \"BPI AWARD\" shall mean a Three-Year Incentive Award\n    within the meaning of the MIP.  In addition, each UDLP Employee who\n    participated immediately prior to the Closing in the MIP shall receive an\n    annual performance incentive award with respect to the calendar year ending\n    December 31, 1997.  Buyer or UDLP shall pay each such annual performance\n\n\n                                         -49-\n\n\n\n    incentive award that is accrued for on the Closing Statement to the\n    applicable UDLP Employee at the time when FMC makes payment of the annual\n    performance incentive awards to other participants in the MIP, unless such\n    award has previously been paid to such UDLP Employee.\n\n\n         (xii) As of the Closing, FMC shall pay to each UDLP Employee the\n    amounts due and payable to such UDLP Employee as incentive payments under\n    any UDLP letter agreement applicable to such UDLP Employee as described on\n    SCHEDULE 8(h)(xii) hereto.  At the Closing, UDLP shall pay to FMC an amount\n    in cash equal to the aggregate amount of all such incentive payments so\n    made by FMC and such payment shall reduce the cash of UDLP or be reflected\n    as a liability of UDLP on the Closing Statement for the purposes of\n    determining the Adjusted Net Worth Amount as of the Closing Date.  In\n    addition, after the Closing, Buyer shall pay to each UDLP Employee the\n    amounts due and payable to such UDLP Employee as severance payments under\n    any UDLP letter agreement applicable to such UDLP Employee as described on\n    SCHEDULE 8(h)(xii) hereto with respect to any such UDLP Employee terminated\n    after Closing.\n\n         (xiii) Without limitation to the provisions of Section 11 and in\n    addition thereto, each Seller shall indemnify Buyer, its Affiliates and\n    each of its officers, directors and employees and hold them harmless from\n    any Losses suffered or incurred by any such indemnified party to the extent\n    arising from (i) any failure of the benefit formula in effect as of the\n    date hereof under the United Defense CSD Salaried Employees Pension Plan to\n    comply with the requirements of ERISA or the Code, (ii) the matters\n    relating to the exceptions to the representations and warranties of Sellers\n    set forth on SCHEDULE 4C(k) (other than those exceptions identified on\n    SCHEDULE 4C(k) as not subject to this subparagraph) and (iii) Federal labor\n    law or any collective bargaining agreement by reason of the transfer of\n    assets and liabilities of the \"commercial segment\" of the San Jose Plan\n    described in Section 8(h)(iii).  The indemnification obligations of Sellers\n    pursuant to this Section 8(h)(xiii) shall not be subject to any limitations\n    imposed on the indemnification obligations of Sellers set forth in\n    Section 11 hereof.\n\n         (i)  MUTUAL RELEASE.  Except as otherwise specifically set forth\nherein or on SCHEDULE 7(f) hereto, effective as of the Closing:\n\n         (i)  Buyer and UDLP hereby unconditionally and irrevocably release and\n    discharge each Seller and its respective Affiliates, successors, assigns,\n    directors, officers, partners, members, employees and representatives\n    (collectively, the \"SELLER RELEASED PARTIES\") from and against any and all\n    actions, causes of action, suits, debts, dues, sums of money, accounts,\n    reckonings, liabilities, covenants, contracts, controversies, agreements,\n    promises, damages, judgments, claims and demands of whatever nature that\n    Buyer or UDLP or their respective Affiliates, successors, assigns,\n    directors, officers, partners, members, employees and representatives\n    (collectively, the \"BUYER RELEASED PARTIES\") ever had, now have or\n    hereafter may or shall have that arise from, are related to, connected with\n    or that\n\n\n                                         -50-\n\n\n\n    concern the Participation Agreement among FMC Corporation, Harsco and UDLP\n    dated as of January 1, 1994, the Partnership Agreement among such parties\n    of even date therewith and the other agreements contemplated thereby.\n\n         (ii) Sellers hereby unconditionally and irrevocably release and\n    discharge the Buyer Released Parties from and against any and all actions,\n    causes of action, suits, debts, dues, sums of money, accounts, reckonings,\n    liabilities, covenants, contracts, controversies, agreements, promises,\n    damages, judgments, claims and demands of whatever nature that the Seller\n    Released Parties ever had, now have or hereafter may or shall have that\n    arise from, are related to, connected with or that concern the\n    Participation Agreement among FMC Corporation, Harsco and UDLP dated as of\n    January 1, 1994, the Partnership Agreement among such parties of even date\n    therewith and the other agreements contemplated thereby.\n\n\n         (j)  INSURANCE.  Buyer acknowledges that Sellers and their respective\nAffiliates shall have no responsibility for obtaining any insurance or bearing\nany loss, liability, claim, damage or expense relating to the assets, business,\noperations, conduct, products and employees (including former employees) of\nUDLP, the Subsidiaries or the Foreign Affiliates that relates to or arises out\nof occurrences subsequent to the Closing other than as provided herein.  Nothing\nin this Section 8(j) shall modify the rights or obligations of the parties with\nrespect to indemnification obligations or the responsibility for losses,\nliabilities, damages or expenses that relates to or arises out of occurrences\nprior to the Closing which is provided for elsewhere in this Agreement.\n\n         (k)  TRANSITION SERVICES AGREEMENT.  At the Closing, FMC and Buyer\nshall execute and deliver the form of Transition Services Agreement attached\nhereto as EXHIBIT 8(k) (the \"TRANSITION SERVICES AGREEMENT\").  The parties shall\ncooperate in good faith to negotiate and provide prior to Closing each annex to\nsuch agreement.  Promptly following the execution of this Agreement,\nrepresentatives of FMC and Buyer shall meet to develop a transition plan which\nwill identify services, service periods and service charges to be provided\npursuant to the Transition Service Agreement and which will, to the extent\npracticable, be completed prior to the Closing.\n\n         (l)  TECHNOLOGY AND ENVIRONMENTAL SERVICES AGREEMENT.  At the Closing,\nFMC and Buyer shall execute and deliver the form of Technology and Environmental\nServices Agreement attached hereto as EXHIBIT 8(l) (the \"TECHNOLOGY AND\nENVIRONMENTAL SERVICES AGREEMENT\").  The parties shall cooperate in good faith\nto negotiate and provide prior to Closing each annex to such agreement.\n\n         (m)  LEASE.  At the Closing, FMC and UDLP shall execute and deliver\nthe form of Amended and Restated Lease attached hereto as EXHIBIT 8(m) (the\n\"LEASE\"), pursuant to which UDLP shall lease certain buildings and real property\nin Santa Clara County, California owned by FMC, including certain properties\ncurrently leased by UDLP and certain properties used by FMC's Corporate\nTechnology Center.\n\n                                         -51-\n\n\n         (n)  INTELLECTUAL PROPERTY AGREEMENTS.  At the Closing, FMC and UDLP\nshall execute and deliver the form of Amended and Restated FMC Intellectual\nProperty Agreement attached hereto as EXHIBIT 8(n)-1 (the \"FMC INTELLECTUAL\nPROPERTY AGREEMENT\") and Harsco and UDLP shall execute and deliver the form of\nAmended and Restated Harsco Intellectual Property Agreement attached hereto as\nEXHIBIT 8(n)-2 (the \"HARSCO INTELLECTUAL PROPERTY AGREEMENT\").\n\n         (o)  INTELLECTUAL PROPERTY RECORDATIONS.  From and after the Closing,\nat the written request of Buyer, FMC or Harsco, as applicable, will cooperate\nwith Buyer to cause any FMC Transferred IP Rights (as defined in the FMC\nIntellectual Property Agreement, dated as of January 1, 1994, by and between FMC\nand UDLP) or Harsco Transferred IP Rights (as defined in the Harsco Intellectual\nProperty Agreement, dated as of January 1, 1994, by and between Harsco and\nUDLP), the transfer of ownership to UDLP of which shall not have been, prior to\nthe Closing Date, officially recorded with appropriate authorities in any\napplicable jurisdiction, to be so officially recorded in the name of UDLP, Buyer\nor one of Buyer's Affiliates (as instructed in writing by Buyer), the cost of\nwhich will be shared equally by Sellers and Buyer.\n\n         (p)  CASH BALANCE AS OF THE CLOSING.  As of the Closing Date, FMC\nshall make a good faith estimate of the aggregate liability of UDLP for all\noutstanding checks to be included in accounts payable on the Closing Statement.\nSellers agree that, as of the Closing, UDLP shall have cash or cash equivalents\nhaving an aggregate value equal or greater than such estimated liability for\noutstanding checks.\n\n\n         (q)  FNSS ROYALTY DISPUTE.  To the extent that Sellers have any\nliability in respect of the Retained Liability set forth as Item III.4. on\nSCHEDULE 7(f), Buyer agrees that the amount of any such liability shall be\nreduced by the aggregate amount of royalty payments withheld by FNSS in respect\nof periods prior to the Closing Date.  Sellers agree that they shall not settle\nthe FNSS litigation described on SCHEDULE 4C(i) in any manner adverse to UDLP or\nBuyer without the consent of Buyer (which consent shall not be unreasonably\nwithheld).\n\n         9.   FURTHER ASSURANCES.  From time to time, as and when requested by\nany party hereto, any other party hereto shall execute and deliver, or cause to\nbe executed and delivered, all such documents and instruments and shall take, or\ncause to be taken, all such further or other actions (subject to any limitations\nset forth in this Agreement), as such other party may reasonably deem necessary\nor desirable to consummate the transactions contemplated by this Agreement.\n\n         10.  TAX MATTERS.\n\n         (a)  Prior to Closing, Buyer and Sellers will agree to allocate an\namount of the Final Purchase Price to the covenants contained in Section 5(e)\nhereof.  Buyer and Sellers will allocate the balance of the Final Purchase Price\namong the assets of UDLP based on the appraisal obtained by Buyer at Buyer's\nexpense, subject to Sellers' approval (which approval shall not be unreasonably\nwithheld).  Buyer and Sellers will determine the Income Tax consequences of the\npurchase and sale of the Interests and covenants contained in section 5(e) in a\nmanner consistent with\n\n                                         -52-\n\n\nsuch allocation.  Each of Buyer, UDLP, the Subsidiaries, the Foreign Affiliates\nand Sellers will file all Income Tax Returns (including amended returns and\nclaims for refund) in a manner consistent with such allocation and this Section\n10(a).\n\n         (b)  Sellers shall indemnify and hold harmless any Buyer Indemnified\nParty from and against all Income Taxes (i) with respect to all periods of UDLP\nor the Subsidiaries ending on or prior to the Closing Date and (ii) with respect\nto any period of any of UDLP or the Subsidiaries beginning before the Closing\nDate and ending after the Closing Date, but only with respect to Income Taxes\nattributable to that portion of such period up to and including the Closing Date\n(such portion, a \"PRE-CLOSING PARTIAL PERIOD\").  Sellers shall indemnify and\nhold harmless any Buyer Indemnified Party from and against UDLP's Share of any\nTaxes of the Foreign Affiliates (x) with respect to all periods of the Foreign\nAffiliates ending on or prior to the Closing Date, (y) with respect to any\nPre-Closing Partial Period of the Foreign Affiliates and (z) attributable to any\nbreach of the representations contained in Section 4C(l), but only to the extent\nthat UDLP's Share of such Taxes described in (x), (y) and (z) exceeds the sum of\n$4 million (the \"FOREIGN AFFILIATE TAX BASKET\") and UDLP's Share of the reserves\nor accruals for Income Taxes and Other Taxes, accrued but not payable, reflected\nin the Foreign Affiliate Closing Date Balance Sheets.  Notwithstanding anything\nin this Agreement to the contrary, (i) Sellers shall not be required to\nindemnify any Buyer Indemnified Party for Taxes to the extent of the aggregate\nreserves therefor taken into account in the preparation of the Closing Balance\nSheet (and in the case of Taxes of any Foreign Affiliate accrued but not payable\nthat are reflected in the Foreign Affiliate Closing Date Balance Sheets) and\n(ii) Sellers shall not be required to indemnify any Buyer Indemnified Party for\nany Taxes attributable to a Tax period (or partial Tax period) beginning on or\nafter the Closing Date.  Sellers shall be entitled to any net refunds of Taxes\n(including interest thereon) with respect to any Tax period (or partial Tax\nperiod) of any of UDLP and its Subsidiaries ending on or before the Closing\nDate, except to the extent such refund arises as the result of a carryback of a\nloss or other Tax benefit from a period beginning after the Closing Date, and\nany refunds of Taxes attributable to an amount paid by Sellers under this\nSection.  UDLP's share of any net refunds of Taxes (including interest thereon)\nwith respect to any Tax period (or partial Tax period) of any Foreign Affiliate\nending on or before the Closing Date (except to the extent such refund arises as\nthe result of a carryback of a loss or other Tax benefit from a period beginning\nafter the Closing Date) shall be added to the Foreign Affiliate Tax Basket.\n\n         (c)  Buyer shall indemnify and hold harmless each Seller Indemnified\nParty from and against all Taxes (i) with respect to all periods of any of UDLP,\nits Subsidiaries, and the Foreign Affiliates beginning after the Closing Date,\n(ii) with respect to any period of UDLP, its Subsidiaries, and the Foreign\nAffiliates beginning before the Closing Date and ending after the Closing Date,\nbut only with respect to the portion of such period beginning the day after the\nClosing Date (such portion, a \"POST-CLOSING PARTIAL PERIOD\"), or (iii) payable\nas a result of any events occurring on the Closing Date, but after the Closing,\nwhich are outside of the ordinary course of business.  Buyer shall be entitled\nto all refunds of Taxes with respect to the periods described in clauses (i) and\n(ii) above.\n\n                                         -53-\n\n\n         (d)  Any Income Taxes of UDLP or its Subsidiaries or any Taxes of the\nForeign Affiliates for a period including a Pre-Closing Partial Period and a\nPost-Closing Partial Period shall be apportioned between such Pre-Closing\nPartial Period and such Post-Closing Partial Period, based, in the case of real\nand personal property Taxes, on a per diem basis and, in the case of other\nTaxes, on the actual activities, taxable income or taxable loss of UDLP or its\nSubsidiaries or the Foreign Affiliates, as the case may be, during such\nPre-Closing Partial Period and such Post-Closing Partial Period.\n\n         (e)  Sellers and Buyer agree to give prompt notice to each other of\nany proposed adjustment to Taxes for periods of UDLP, its Subsidiaries and the\nForeign Affiliates ending on or prior to the Closing Date or any Pre-Closing\nPartial Period.  Sellers and Buyer shall cooperate with each other in the\nconduct of any audit or other proceedings involving UDLP for such periods and\neach may participate at its own expense; PROVIDED, HOWEVER, that Sellers shall\nhave the right to control the conduct of any such audit or proceeding for which\nSellers and Buyer agree that any resulting Tax is or may be covered by the\nindemnity provided in this Section 10 or Section 11; PROVIDED FURTHER that Buyer\nmay elect to have counsel of its choosing participate on behalf of UDLP in any\nsuch proceeding.  Notwithstanding the foregoing, Sellers may not settle or\notherwise resolve any such claim, suit or proceeding which would have a material\nadverse effect on Buyer's liability for Taxes after Closing without the consent\nof Buyer, which consent shall not be unreasonably withheld.\n\n         (f)  Sellers, Buyer and UDLP agree to treat all payments made under\nthis Section 10, under any other indemnity provision contained in this\nAgreement, and in respect of any misrepresentations or breaches of warranties or\ncovenants as adjustments to the Final Purchase Price for Tax purposes.\n\n         (g)  For purposes of this Section 10, all references to Buyer,\nSellers, UDLP, its Subsidiaries and Foreign Affiliates shall include their\nrespective successors.\n\n         (h)  Buyer and Sellers shall each pay one-half of all state, county,\nor local sales, excise, value added, use, registration, stamp, or other transfer\nTaxes and similar Taxes, levies, charges or fees required to be paid on or as\nthe result of the transfer of the Interests.\n\n         (i)  FILING RESPONSIBILITY.\n\n         (i)  FMC shall prepare and file (or shall cause UDLP to prepare and\n    file) all Income Tax Returns for UDLP for any taxable period ending on or\n    before the Closing Date and UDLP will pay any Income Taxes owed by UDLP\n    with respect to such Income Tax Returns subject to its rights to\n    indemnification under Section 10(b).\n\n         (ii) Buyer and UDLP shall, subject to the provisions of  Section\n    10(h)(iii) and (iv), file all other Tax Returns with respect to the\n    Business and the business and operations of the Foreign Affiliates.\n\n                                         -54-\n\n\n         (iii) With respect to any Income Tax Return of UDLP for taxable\n    periods beginning before the Closing Date and ending after the Closing\n    Date, Buyer shall cause UDLP to consult with Sellers concerning such Tax\n    Return.  Buyer shall cause UDLP to provide Sellers a copy of any such\n    proposed Tax Return governed by this Section 10(h)(iii) at least 30 days\n    prior to the filing of such Tax Return, and Sellers may provide comments to\n    UDLP, which comments shall be delivered within 15 days of receiving such\n    proposed return from UDLP.  Comments shall be subject to the consent of\n    UDLP which consent shall not be unreasonably withheld.  Any comments for\n    which consent has been given or for which consent has been unreasonably\n    withheld shall be incorporated into the Tax Returns to which they relate.\n\n         (iv) With respect to any Income Tax Return of UDLP's Subsidiaries or\n    any Tax Return of the Foreign Affiliates not described in (i) or (iii) that\n    relates to a tax period ending on or before the Closing Date or a tax\n    period which includes a Pre-Closing Partial Period, Buyer shall cause UDLP,\n    its Subsidiaries or Foreign Affiliates to prepare such Tax Return in\n    accordance with past practice and in consultation with Sellers.  Buyer\n    shall cause UDLP, its Subsidiaries or its Foreign Affiliates to provide\n    Sellers with a copy of any such proposed Tax Return governed by this\n    Section 10(h)(iv) at least 30 days prior to the filing of such Tax Return,\n    and Sellers may provide comments to UDLP, the Subsidiaries or the Foreign\n    Affiliates which comments shall be delivered within 15 days of receiving\n    such proposed Tax Return.  Comments shall be subject to the consent of UDLP\n    which consent shall not unreasonably be withheld.  Any comments for which\n    consent has been given or for which consent has been unreasonably withheld\n    shall be incorporated into the Tax Returns to which they relate.\n\n         (j)  COOPERATION AND EXCHANGE OF INFORMATION AND CONDUCT OF TAX\nAUDITS.\n\n         (i)  FMC shall prepare and submit to Buyer no later than three months\n    after the Closing Date, 1997 blank tax return workpaper packages.  Buyer\n    shall, and shall cause UDLP to, prepare completely and accurately and\n    submit to Sellers within three months of receipt, all information as FMC\n    shall reasonably request in such tax return workpaper packages.\n\n         (ii) As soon as practicable, but in any event within 30 days after\n    FMC's request, from and after the Closing Date, Buyer shall provide Sellers\n    with such cooperation and shall deliver to Sellers such information and\n    data concerning the pre-Closing operations of UDLP, the Subsidiaries and\n    the Foreign Affiliates and make available such knowledgeable employees of\n    UDLP, the Subsidiaries and the Foreign Affiliates as FMC may request,\n    including providing the information and data required by Sellers' customary\n    tax and accounting questionnaires, in order to enable Sellers to complete\n    and file all Tax Returns which they may be required to file with respect to\n    the income of UDLP through the Closing Date or to respond to audits by any\n    taxing authorities with respect to the income of UDLP and to otherwise\n    enable Sellers to satisfy their internal accounting, tax and other\n    legitimate\n\n                                         -55-\n\n\n    requirements.  Such cooperation and information shall include without\n    limitation provision of powers of attorney for the purpose of signing Tax\n    Returns and defending audits and promptly forwarding copies of appropriate\n    notices and forms of other communications received from or sent to any\n    Taxing Authority which relate to UDLP, the Subsidiaries or the Foreign\n    Affiliates, and providing copies of all relevant Tax Returns, together with\n    accompanying schedules and related workpapers, documents relating to\n    rulings or other determinations by any Taxing Authority and records\n    concerning the ownership and tax basis of property, which Buyer, UDLP, the\n    Subsidiaries or the Foreign Affiliates may possess.  Buyer and UDLP shall\n    make their respective employees and facilities (and the employees and\n    facilities of the Subsidiaries and the Foreign Affiliates) available on a\n    mutually convenient basis to provide explanation of any documents or\n    information provided hereunder.  Sellers shall provide similar cooperation\n    to Buyer or UDLP on Buyer's or UDLP's request with respect to post-Closing\n    Tax matters.\n\n         (iii) For a period of ten (10) years after the Closing Date, Buyer\n    shall, and shall cause UDLP, the Subsidiaries and the Foreign Affiliates\n    to, retain all Tax Returns, books and records (including computer files)\n    of, or with respect to the activities of, UDLP, the Subsidiaries, the\n    Foreign Affiliates or the Business for all taxable periods ending on or\n    prior to the Closing Date.  Thereafter, Buyer shall not dispose of any such\n    Tax Returns, books or records unless it first offers in writing such Tax\n    Returns, books and records to FMC and FMC fails to accept such offer within\n    sixty (60) days of its being made.\n\n         (iv) FMC shall continue to be the tax matters partner of UDLP as set\n    forth in Section 10.8 of the Partnership Agreement between FMC and Harsco,\n    dated as of January 1, 1994, for any taxable periods with respect to Income\n    Taxes ending on or before the Closing Date.\n\n         (k)  SECTION 754 ELECTION.  Sellers shall make a valid election under\nSection 754 of the Code, and under any other similar state or local Tax Law, in\nthe applicable Tax Returns of UDLP to be filed by Sellers.  Buyer shall\nreasonably cooperate with Sellers in making such elections.\n\n         (l)  Notwithstanding anything in this agreement to the contrary, all\nclaims for indemnity with respect to Taxes of any Foreign Affiliate shall be\nmade solely under Section 10(b).\n\n         (m)  DEFINITIONS.  For purposes of this Section 10, the following\nterms shall have the meanings ascribed to them below:\n\n         (i)  \"CODE\" means the Internal Revenue Code of 1986, as amended.\n\n         (ii) \"FOREIGN AFFILIATE CLOSING BALANCE SHEET\" shall mean each Foreign\n    Affiliate's balance sheet as of the Closing Date, stated in United States\n    dollars and prepared in accordance with United States generally accepted\n    accounting principles in a manner\n\n                                         -56-\n\n\n    consistent with such Foreign Affiliate's June 30, 1997 balance sheet.\n    Copies of both Foreign Affiliates' June 30, 1997 balance sheets are\n    attached as Exhibit 10(m).\n\n         (iii) \"INCOME TAXES\" means federal, state, local, or foreign income or\n    franchise Taxes or other Taxes imposed on or measured by income, together\n    with interest or penalties imposed with respect thereto.\n\n         (iv) \"INCOME TAX RETURNS\" means federal, state, local, or foreign Tax\n    Returns required to be filed with any Taxing Authority with respect to\n    Income Taxes.\n\n         (v)  \"IRS\" means the U.S. Internal Revenue Service.\n\n         (vi) \"OTHER TAXES\" means all Taxes which are not Income Taxes.\n\n\n        (vii) \"TAX\" or \"TAXES\" means all federal, state, local, or foreign\n    income, gross receipts, estimated, alternative minimum, add-on minimum,\n    profits, sales, use, occupation, value added, ad valorem, transfer,\n    registration, franchise, employee or other withholding, payroll,\n    unemployment, excise, license, property, or other tax, of any kind\n    whatsoever, together with any interest, penalties, or additions to tax\n    imposed with respect thereto.\n\n        (viii) \"TAX LAWS\" means the Code and any federal, state, local, or\n    foreign laws relating to Taxes and any regulations or official\n    administrative pronouncements released thereunder.\n\n         (ix) \"TAX RETURNS\" means returns, amended returns, declarations,\n    reports, claims for refund, information returns, or other documents\n    (including any related or supporting schedules, statements, or information)\n    filed or required to be filed in connection with the determination,\n    assessment or collection of Taxes of any party or the administration of any\n    laws, regulations, or administrative requirements relating to any Taxes.\n\n         (x)  \"TAXING AUTHORITY\" means any governmental authority, domestic or\n    foreign, having jurisdiction over the assessment, determination,\n    collection, or other imposition of Tax.\n\n         (xi) \"UDLP'S SHARE\" with respect to Taxes, Tax accruals and reserves,\n    or Tax refunds of a Foreign Affiliate shall mean the product of (a) the\n    amount of such Taxes, Tax accruals and reserves, or Tax refunds as the case\n    may be and (b) the percentage of common equity interests in such Foreign\n    Affiliate owned directly or indirectly by UDLP as of the Closing Date.\n\n                                         -57-\n\n\n         11.  INDEMNIFICATION.\n\n         (a)  INDEMNIFICATION BY SELLERS.  Each Seller shall indemnify Buyer,\nUDLP and their respective Affiliates and each of their respective officers,\ndirectors and employees (collectively, \"BUYER INDEMNIFIED PARTIES\") and defend\nand hold them harmless from any loss, liability, cost, damage or expense\n(including reasonable legal fees and expenses) BUT EXCLUDING punitive damages\n(except to the extent awarded to third parties as a result of a third party\nclaim) (\"LOSSES\") suffered or incurred by any such indemnified party to the\nextent directly attributable to (i) any breach or inaccuracy of any\nrepresentation or warranty of Sellers contained in this Agreement or the\nAncillary Agreements as of the date hereof or as of the Closing Date (after\ngiving effect to the supplement to the Schedules permitted under Section 24\nhereof), to the extent such Seller is a party thereto, (other than any\nrepresentation or warranty contained in Section 4C(n)), (ii) any breach of any\ncovenant of Sellers contained in this Agreement or the Ancillary Agreements, to\nthe extent such Seller is a party thereto, (iii) any Retained Liability and (iv)\nexcept as provided in Section 8(h), any liability with respect to any employee\nbenefit plan (other than the Defense Segment Plan) sponsored, maintained or\ncontributed to by FMC or any ERISA Affiliate thereof (defined as any member of\nthe FMC controlled group of companies as defined in Section 414(b), (c), (m) or\n(o) of the Code) other than UDLP and its Subsidiaries; PROVIDED HOWEVER, that\nwith respect to (A) any breach by FMC of any representation or warranty of FMC\ncontained in Section 4A and (B) any breach of FMC of any covenant contained in\nSections 5(c), 5(e) and 8(b), FMC only (and not Harsco) shall so indemnify\nBuyer, its Affiliates and each of its officers, directors and employees, and,\nwith respect to (X) any breach by Harsco of any representation or warranty of\nHarsco contained in Section 4B and (Y) any breach by Harsco of any covenant\ncontained in Section 5(c), 5(e) and 8(b), Harsco only (and not FMC), shall so\nindemnify Buyer, its Affiliates and each of its officers, directors and\nemployees; PROVIDED, FURTHER, that Sellers shall not have any liability under\nclause (i) above unless the aggregate of all Losses relating thereto for which\nSellers would, but for this proviso, be liable exceeds on a cumulative basis an\namount equal to $10,000,000, and then only to the extent of any such excess;\nPROVIDED FURTHER, that Sellers shall not have any liability under clause (i)\nabove for any individual item where the Loss relating to such item is less than\n$25,000 and such items shall not be aggregated for purposes of the first proviso\nto this Section 11(a); and PROVIDED FURTHER, that Sellers' aggregate liability\nunder clause (i) above shall in no event exceed 10% of the Final Purchase Price.\nIn no event shall Sellers be liable for any Loss relating to environmental\nmatters pursuant to this Section 11.\n\n         (b)  EXCLUSIVE REMEDY.  Except as otherwise expressly provided in\nSections 5(k), 8(f), 8(h), 10 and 23 and except as provided in any supplemental\nagreement executed in connection herewith, each party acknowledges and agrees\nthat, from and after the Closing, its sole and exclusive remedy with respect to\nany and all claims relating to the subject matter of this Agreement, the\nPurchase and the Ancillary Agreements shall be pursuant to the indemnification\nprovisions set forth in this Section 11.  In furtherance of the foregoing, each\nparty hereby waives, from and after the Closing, to the fullest extent permitted\nunder applicable law, any and all rights, claims and causes of action it may\nhave against the other parties hereto relating to the subject matter of this\nAgreement, the Purchase and the Ancillary Agreements arising under or based upon\nany federal, state, local or foreign statute, law, ordinance, rule or regulation\nor otherwise, PROVIDED, HOWEVER, that no party\n\n                                         -58-\n\n\nwaives any tort claims it may have against any other party hereto for\nintentional fraudulent misrepresentation; and PROVIDED FURTHER that nothing in\nthis Section 11(b) shall affect any rights or remedies that the Sellers may have\nwith respect to each other.\n\n         (c)  INDEMNIFICATION BY BUYER.  Buyer shall indemnify Sellers, their\nAffiliates and their respective officers, directors and employees (collectively,\n\"SELLER INDEMNIFIED PARTIES\") against and hold them harmless from any Losses\nsuffered or incurred by any such indemnified party to the extent directly\nattributable to (i) any breach or inaccuracy of any representation or warranty\nof Buyer contained in this Agreement or the Ancillary Agreements as of the date\nhereof or as of the Closing Date,(ii) any breach of any covenant of Buyer\ncontained in this Agreement or the Ancillary Agreements contemplated hereby,\n(iii) any failure by Buyer or its Affiliates to comply with the provisions of\nthe Worker Adjustment Retraining and Notification Act of 1988, as amended, or\nany similar state or local law or regulation, (iv) any discontinuance,\nsuspension or modification of any employee benefit plan maintained by Buyer or\nUDLP as contemplated by Section 8(h) hereof, (v) subject to Buyer's rights under\nSection 11(a), any liability, action, suit, claim or other proceeding which\narises directly or indirectly in connection with Buyer's financing or\nrefinancing of the Initial Purchase Price or Final Purchase Price, including as\na result of the use of the Financial Statements or other information provided\npursuant to Section 8(e) or otherwise in connection with any such financing or\nrefinancing or otherwise or (vi) except as otherwise expressly provided in this\nAgreement and other than with respect to any Retained Liabilities, all\nobligations and liabilities of whatever kind and nature, primary or secondary,\ndirect or indirect, absolute or contingent, known or unknown, whether or not\naccrued, whether arising before, on or after the Closing Date (whether or not\nasserted against either Seller in its capacity as a partner of UDLP or\notherwise), of any of UDLP, its Subsidiaries or the Foreign Affiliates,\nincluding, without limitation, any such obligations or liabilities contained in\nthe Material Contracts or any agreement, lease, license, permit, plan or\ncommitment that, because it fails to meet the relevant threshold amount or term,\nis not included within the definition of Material Contracts; PROVIDED HOWEVER,\nthat Buyer shall not have any liability under clause (i) above unless the\naggregate of all Losses relating thereto for which Buyer would, but for this\nproviso, be liable exceeds on a cumulative basis an amount equal to $10,000,000\nand then only to the extent of any such excess; and PROVIDED, FURTHER, that\nBuyer shall not have any liability under clause (i) above for any individual\nitem where the Loss relating to such item is less than $25,000, and such items\nshall not be aggregated for purposes of the first proviso to this Section 11(c).\n\n         (d)  LOSSES NET OF INSURANCE AND TAX BENEFITS.  The amount of any and\nall Losses indemnified under this Agreement shall be determined net of any\namounts recovered or recoverable by the indemnified party under insurance\npolicies, indemnities or other reimbursement arrangements with respect to such\nLosses.  Each party hereby waives, to the extent permitted under its applicable\ninsurance policies, any subrogation rights that its insurer may have with\nrespect to any indemnifiable Losses.  The amount of any and all Losses\nindemnified under this agreement shall be reduced by the present value (computed\nusing the mid-term applicable federal rate under Code Section 1274, as in effect\non the date hereof) of any Tax benefits realized and to be realized by the\nindemnified party with respect to the Loss, and the amount of all Losses shall\nbe increased by the amount of all additional\n\n                                         -59-\n\n\nTaxes (if any) payable by an indemnified party in respect of any indemnification\npayment made pursuant to this Agreement.  Any indemnity payment under this\nAgreement shall be treated as an adjustment to the Final Purchase Price for tax\npurposes.\n\n         (e)  TERMINATION OF INDEMNIFICATION.  The obligations to indemnify and\nhold harmless a party hereto with respect to any breach of a representation or\nwarranty of any party hereto contained in Section 4 or 6, shall terminate when\nthe applicable representation or warranty terminates pursuant to Section 15;\nPROVIDED, HOWEVER, that such obligations to indemnify and hold harmless shall\nnot terminate with respect to any item as to which the person to be indemnified\nor the related party thereto shall have, prior to the expiration of the\napplicable period, previously made a claim by delivering a written notice\n(stating in reasonable detail the nature of, and factual and legal basis for,\nany such claim for indemnification, and the provisions of this Agreement upon\nwhich such claim for indemnification is made) to the indemnifying party.  The\nobligation to indemnify and hold harmless a party hereto pursuant to the other\nprovisions of Sections 11(a) and 11(c) shall not terminate.\n\n         (f)  PROCEDURES RELATING TO INDEMNIFICATION.\n\n         (i)  In the event that a party (the \"INDEMNIFIED PARTY\") is entitled\n    to any indemnification provided for under this Agreement in respect of,\n    arising out of or involving a claim or demand made by any person, firm,\n    governmental authority or corporation against the indemnified party (a\n    \"THIRD PARTY CLAIM\"), such indemnified party must notify the indemnifying\n    party in writing, and in reasonable detail, of the Third Party Claim as\n    promptly as reasonably possible after receipt by such indemnified party of\n    notice of the Third Party Claim; PROVIDED, HOWEVER, that failure to give\n    such notification on a timely basis shall not affect the indemnification\n    provided hereunder except to the extent the indemnifying party shall have\n    been actually prejudiced as a result of such failure; PROVIDED, FURTHER,\n    that any notices to be delivered to Sellers collectively as the\n    \"indemnifying party\" shall be delivered to FMC.  Thereafter, the\n    indemnified party shall deliver to the indemnifying party, within five\n    business days after the indemnified party's receipt thereof, copies of all\n    notices and documents (including court papers) received by the indemnified\n    party relating to the Third Party Claim.\n\n         (ii) If a Third Party Claim is made against an indemnified party, the\n    indemnifying party (FMC if on behalf of Sellers collectively or FMC solely,\n    or Harsco on behalf of Harsco solely) shall be entitled to participate in\n    the defense thereof and, if it so chooses and acknowledges its obligation\n    to indemnify the indemnified party therefor, to assume the defense thereof\n    with counsel selected by the indemnifying party (FMC if on behalf of\n    Sellers collectively or FMC solely, or Harsco on behalf of Harsco solely)\n    and reasonably satisfactory to the indemnified party.  Notwithstanding any\n    acknowledgment made pursuant to the immediately preceding sentence, the\n    indemnifying party shall continue to be entitled to assert any limitation\n    on its indemnification responsibility contained in the provisos to Section\n    11(a) or Section 11(c), as the case may be.  Should the indemnifying party\n    so elect to assume the\n\n                                         -60-\n\n\n    defense of a Third Party Claim, the indemnifying party shall not be liable\n    to the indemnified party for legal expenses subsequently incurred by the\n    indemnified party in connection with the defense thereof.  If the\n    indemnifying party assumes such defense, the indemnified party shall have\n    the right to participate in the defense thereof and to employ counsel, at\n    its own expense, separate from the counsel employed by the indemnifying\n    party, it being understood, however, that the indemnifying party (FMC if on\n    behalf of Sellers collectively or FMC solely, or Harsco on behalf of Harsco\n    solely) shall control such defense; PROVIDED, HOWEVER, that the\n    indemnifying party shall not be permitted to settle or compromise such\n    Third Party Claim without the written consent of each indemnified party\n    subject to such Third Party Claim (which consent shall not be unreasonably\n    withheld) unless (i) the indemnifying party shall pay or cause to be paid\n    all amounts arising out of such settlement concurrently with the\n    effectiveness thereof, (ii) such settlement is conditioned upon the full\n    and complete release of each indemnified party with respect to such Third\n    Party Claim and (iii) such settlement shall not restrict the business or\n    operations of any indemnified party in any material respect.  The\n    indemnifying party shall be liable for the fees and expenses of counsel\n    employed by the indemnified party for any period during which the\n    indemnifying party has not assumed the defense thereof.  If the\n    indemnifying party chooses to defend any Third Party Claim, all  parties\n    hereto shall cooperate in the defense or prosecution of such Third Party\n    Claim.  Such cooperation shall include the retention and (upon the\n    indemnifying party's request (FMC if on behalf of Sellers collectively or\n    FMC solely, or Harsco on behalf of Harsco solely)) the provision to the\n    indemnifying party of records and information which are reasonably relevant\n    to such Third Party Claim, and making employees available on a mutually\n    convenient basis to provide additional information and explanation of any\n    material provided hereunder.  In the event that the indemnifying party\n    shall have assumed the defense of a Third Party Claim, the indemnified\n    party shall not admit any liability with respect to, or settle, compromise\n    or discharge, such Third Party Claim without the indemnifying party's\n    (FMC's if on behalf of Sellers collectively or FMC solely, Harsco's if on\n    behalf of Harsco solely) prior written consent (which consent shall not be\n    unreasonably withheld).  If the applicable indemnifying party does not\n    assume the defense of a Third Party Claim, the applicable indemnified\n    parties may defend against such claim in any reasonable manner as such\n    indemnified parties may deem appropriate, including settling such Third\n    Party Claim on such terms as such indemnified parties may deem appropriate\n    without the consent of any indemnifying party.\n\n         12.  ASSIGNMENT.  Except as set forth below, this Agreement and any\nrights and obligations hereunder shall not be assignable or transferable by\nBuyer or any Seller without the prior written consent of the other parties and\nany purported assignment without such consent shall be void and without effect;\nPROVIDED, HOWEVER, that, without the consent of Sellers, (i) Buyer may assign\nits right to purchase the Interests hereunder to one or more wholly-owned\nsubsidiaries of Buyer upon written notice of such assignment to FMC (it being\nunderstood, however, that no such assignment shall limit or otherwise affect\nBuyer's obligations hereunder), (ii) Buyer may collaterally assign its rights\nunder this agreement as security for its obligations to any third party\nproviding financing in connection with the transactions contemplated hereby and\n(iii) after Closing, Buyer may assign its rights under this Agreement to any\nperson who, directly or indirectly, acquires 50% or more of the\n\n                                         -61-\n\n\n\ncapital stock of Buyer (by merger, sale of stock or otherwise) or the Interests\nor acquires all or any substantial portion of the assets of UDLP (it being\nunderstood that if more than 10% of such person's annual revenues for the latest\nfiscal year ended prior to such acquisition were derived from the defense\nbusiness, then all of the representations and warranties contained in this\nAgreement and the Ancillary Agreements (other than any representation and\nwarranty contained in Sections 4C(k), 4C(l), 4C(n) and 8(f) of this Agreement)\nshall immediately terminate as of the date of such acquisition).\n\n         13.  NO THIRD-PARTY BENEFICIARIES.  This Agreement is for the sole\nbenefit of the parties hereto and their permitted assigns and nothing herein\nexpress or implied (including Sections 8(f), 8(h) and 11) shall give or be\nconstrued to give to any person or entity, other than the parties hereto and\nsuch permitted assigns, any legal or equitable rights hereunder.\n\n         14.  TERMINATION.\n\n         (a)  Anything contained herein to the contrary notwithstanding, this\nAgreement may be terminated and the transactions contemplated hereby abandoned\nat any time prior to the Closing Date:\n\n         (i)  by the mutual written consent of Sellers and Buyer;\n\n         (ii) by either Seller if any of the conditions set forth in\n    Section 3(b) shall have become incapable of fulfillment, and shall not have\n    been waived by Seller;\n\n        (iii) by Buyer if any of the conditions set forth in Section 3(a) shall\n    have become incapable of fulfillment, and shall not have been waived by\n    Buyer; or\n\n         (iv) by either Seller if the Closing does not occur on or prior to\n    November 25, 1997; or\n\n         (v)  by Buyer if the Closing does not occur on or prior to November\n    25, 1997;\n\nPROVIDED, HOWEVER, that the party seeking termination pursuant to clause (ii),\n(iii), (iv) or (v) above is not in breach of any of its representations,\nwarranties, covenants or agreements contained in this Agreement.\n\n         (b)  In the event of termination by Sellers or Buyer pursuant to this\nSection 14, written notice thereof shall forthwith be given to the other party\nand the transactions contemplated by this Agreement shall be terminated, without\nfurther action by any party.  If the transactions contemplated by this Agreement\nare terminated as provided herein:\n\n         (i)  Buyer shall return all documents and copies and other materials\n    received from or on behalf of each Seller relating to the transactions\n    contemplated hereby, whether so\n\n                                         -62-\n\n\n    obtained before or after the execution hereof, to such Seller or shall\n    destroy all such documents, copies and materials and provide written\n    certification of such destruction to such Seller; and\n\n         (ii) all confidential information received by Buyer with respect to\n    UDLP, the Subsidiaries, the Foreign Affiliates and the Business shall be\n    treated in accordance with the Diligence Confidentiality Agreement, which\n    shall remain in full force and effect notwithstanding the termination of\n    this Agreement.\n\n         (c)  If this Agreement is terminated and the transactions contemplated\nhereby are abandoned as described in this Section 14, this Agreement shall\nbecome void and of no further force and effect, except for the provisions of (i)\nSection 5(a) relating to indemnification in connection with access to the\nProperty, (ii) Section 7(a) relating to the obligation of Buyer to keep\nconfidential certain information and data obtained by it, (iii) Section 8(b)\nrelating to publicity, (iv) Section 16 relating to certain expenses, (v)\nSection 23 relating to finder's fees and broker's fees, and (vi) this\nSection 14.  Nothing in this Section 14 shall be deemed to release any party\nfrom any liability for any breach by such party of the terms and provisions of\nthis Agreement or to impair the right of any party to compel specific\nperformance by another party of its obligations under this Agreement.\n\n         15.  SURVIVAL OF REPRESENTATIONS.  The representations and warranties\nin this Agreement and in any other document delivered in connection herewith\nshall survive the Closing solely for purposes of Sections 11(a) and 11(c) and\nshall terminate at the close of business on April 30, 1999; PROVIDED, HOWEVER,\nthat (i) the representations and warranties set forth in Section 4C(l) and\nSection 4C(k) (to the extent relating to the applicable statutes) shall survive\nthe Closing until 90 days after the expiration of the applicable statute of\nlimitations and (ii) the representations and warranties set forth in Sections\n4A, 4B, 4C(a)(i) and 4C(b) shall survive the Closing without limitation.\n\n         16.  EXPENSES.  Whether or not the transactions contemplated hereby\nare consummated, and except as otherwise specifically provided in this\nAgreement, all costs and expenses incurred in connection with this Agreement and\nthe transactions contemplated hereby shall be paid by the party incurring such\ncosts or expenses.\n\n         17.  AMENDMENT AND WAIVER.  This Agreement may be amended, or any\nprovision of this Agreement may be waived; PROVIDED, HOWEVER, that any such\namendment or waiver shall be binding upon a Seller only if set forth in a\nwriting executed by such Seller and referring specifically to the provision\nalleged to have been amended or waived, and any such amendment or waiver shall\nbe binding upon Buyer only if set forth in a writing executed by Buyer and\nreferring specifically to the provision alleged to have been amended or waived.\nNo course of dealing between or among any persons having any interest in this\nAgreement shall be deemed effective to modify, amend or discharge any part of\nthis Agreement or any rights or obligations of any person under or by reason of\nthis Agreement.\n\n                                         -63-\n\n\n         18.  NOTICES.  All notices or other communications required or\npermitted to be given hereunder shall be in writing and shall be delivered by\nhand or sent by prepaid telex, cable or telecopy, or sent, postage prepaid, by\nregistered, certified or express mail, or reputable overnight courier service\nand shall be deemed given when so delivered by hand, telexed, cabled or\ntelecopied, or if mailed, three days after mailing (one business day in the case\nof express mail or overnight courier service), as follows:\n\n         (i)  IF TO BUYER,\n\n              Iron Horse Acquisition Corp.\n              c\/o TC Group, L.L.C.\n              1001 Pennsylvania Avenue, N.W.\n              Suite 220 South\n              Washington, D.C. 20004\n              Telecopy No.:  202-347-9250\n              Attention:  Allan M. Holt\n\n              WITH A COPY TO:\n\n              Latham &amp; Watkins\n              1001 Pennsylvania Avenue, N.W.\n              Suite 1300\n              Washington, D.C. 20004\n              Telecopy No.:  202-637-2201\n              Attention:  Bruce E. Rosenblum\n\n         (ii) IF TO FMC,\n\n              FMC Corporation\n              200 East Randolph Drive\n              Chicago, Illinois  60601\n              Telecopy No.:  (312) 861-6012\n              Attention:     J. Paul McGrath\n\n              WITH A COPY TO:\n\n              Kirkland &amp; Ellis\n              200 East Randolph Drive\n              Chicago, Illinois  60601\n              Telecopy No.:  (312) 861-2200\n              Attention:     Glen E. Hess, P.C.\n\n                                         -64-\n\n\n        (iii) IF TO HARSCO,\n\n              Harsco Corporation\n              350 Poplar Church Road\n              Camp Hill, PA  17011\n              Telecopy No.:  (717) 763-6402\n              Attention:     Paul C. Coppock\n\n              WITH A COPY TO:\n\n              Morgan, Lewis &amp; Bockius\n              1800 M Street, N.W.\n              Washington, D.C. 20036\n              Telecopy No.: (202) 467-7176\n              Attention:   Lloyd H. Feller\n\n         19.  INTERPRETATION.  The headings and captions contained in this\nAgreement, in any Exhibit or Schedule hereto and in the table of contents to\nthis Agreement are for reference purposes only and shall not affect in any way\nthe meaning or interpretation of this Agreement.  Any capitalized terms used in\nany Schedule or Exhibit and not otherwise defined therein shall have the\nmeanings set forth in this Agreement.  The use of the word \"including\" herein\nshall mean \"including without limitation.\"\n\n         20.  NO STRICT CONSTRUCTION. Notwithstanding the fact that this\nAgreement has been drafted or prepared by one of the parties, each of Buyer and\nSellers confirms that each of them and their respective counsel have reviewed,\nnegotiated and adopted this Agreement as the joint agreement and understanding\nof the parties, and the language used in this Agreement shall be deemed to be\nthe language chosen by the parties hereto to express their mutual intent, and no\nrule of strict construction shall be applied against any person.\n\n         21.  COUNTERPARTS.  This Agreement may be executed in one or more\ncounterparts (including by means of telecopied signature pages), all of which\nshall be considered one and the same agreement, and shall become effective when\none or more such counterparts have been signed by each of the parties and\ndelivered to the other party.\n\n         22.  ENTIRE AGREEMENT.  This Agreement and the other agreements\nreferred to herein (including the Diligence Confidentiality Agreement) or\nexecuted among all of the parties in connection herewith contain the entire\nagreement and understanding between the parties hereto with respect to the\nsubject matter hereof and supersede all prior agreements and understandings,\nwhether written or oral, relating to such subject matter.\n\n\n         23.  BROKERAGE.  Buyer has not used a broker or finder in connection\nwith the transactions contemplated by this Agreement, and there are no claims\nfor brokerage commissions,\n\n                                         -65-\n\n\nfinders' fees or similar compensation in connection with the transactions\ncontemplated by this Agreement based on any arrangement or agreement by or on\nbehalf of Buyer, except pursuant to an arrangement with Lehman Brothers, Inc.\nfor which Buyer is solely responsible.  No Seller has retained any broker or\nfinder or incurred any liability or obligation for any brokerage fees,\ncommissions or finder's fees with respect to this Agreement or the transactions\ncontemplated hereby, except pursuant to arrangements with Morgan Stanley &amp; Co.\nIncorporated (for which FMC is responsible) and Salomon Brothers Inc (for which\nHarsco is responsible).  Notwithstanding anything to the contrary in Section 11,\nBuyer shall indemnify and hold Sellers harmless for any breach of its\nrepresentation in this Section 23, and Sellers shall indemnify and hold Buyer\nharmless for any breach of their representation in this Section 23.\n\n         24.  SCHEDULES.  The Schedules hereto are qualified in their entirety\nby reference to the specific provisions of the Agreement and are not intended to\nconstitute, and shall not be construed as constituting, representations or\nwarranties of Sellers, except as and to the extent provided in the Agreement.\nInclusion of information in the Schedules hereto shall not be construed as an\nadmission that such information is material to any of Sellers, the Interests,\nthe Business and\/or UDLP or its Subsidiaries or Foreign Affiliates.  Matters\nreflected in the following Schedules are not necessarily limited to matters\nrequired by the Agreement to be reflected in the Schedules.  Such additional\nmatters are set forth for informational purposes only and do not necessarily\ninclude other matters of a similar nature.  Prior to the Closing, Sellers shall\nhave the right to supplement, modify or update the Schedules hereto to reflect\nchanges occurring between the date of this Agreement and the Closing; PROVIDED,\nHOWEVER, that any such supplements, modifications or updates shall be subject to\nBuyer's rights under Section 3(a)(i).  Matters disclosed in any Schedule shall\nbe deemed to be disclosed in all Schedules in which such matters are appropriate\nto be disclosed.  Headings have been inserted on Sections of the Schedules for\nconvenience of reference only and shall to no extent have the effect of amending\nor changing the express description of the Sections as set forth in the\nAgreement.\n\n         25.  REPRESENTATION BY COUNSEL; INTERPRETATION.  Sellers and Buyer\nacknowledge that each of them has been represented by counsel in connection with\nthis Agreement and the transactions contemplated hereby.  Accordingly, any rule\nof law or any legal decision that would require interpretation of any claimed\nambiguities in this Agreement against the party that drafted it has no\napplication and is expressly waived.\n\n         26.  SEVERABILITY.  Whenever possible, each provision of this\nAgreement shall be interpreted in such manner as to be valid and effective under\napplicable law, but if any provision of this Agreement or the application of any\nsuch provision to any person or circumstance shall be held invalid, illegal or\nunenforceable in any respect by a court of competent jurisdiction, such\ninvalidity, illegality or unenforceability shall not affect any other provision\nhereof.\n\n         27.  GOVERNING LAW.  This Agreement shall be governed by and construed\nin accordance with the internal laws of the State of Illinois applicable to\nagreements made and to be\n\n                                         -66-\n\n\n\nperformed entirely within such State, without regard to the conflicts of law\nprinciples of such State, except to the extent otherwise provided on SCHEDULE\n29(b) hereto.\n\n         28.  EXHIBITS AND SCHEDULES.  All Exhibits and Schedules annexed\nhereto or referred to herein are hereby incorporated in and made a part of this\nAgreement as if set forth in full herein.\n\n         29.  DISPUTE RESOLUTION.\n\n         (a)  NEGOTIATION.  In the event of any dispute or disagreement between\nSellers and Buyer as to the interpretation of any provision of this Agreement or\nany Ancillary Agreement (or the performance of obligations hereunder or\nthereunder), the matter, upon written request of any Seller or Buyer, shall be\nreferred to representatives of the parties for decision, each party being\nrepresented by a senior executive officer (the \"REPRESENTATIVES\").  The\nRepresentatives shall promptly meet in a good faith effort to resolve the\ndispute.  If the Representatives do not agree upon a decision within thirty (30)\ncalendar days after reference of the matter to them, each of Buyer and Sellers\nshall be free to exercise the remedies available to them under Section 29(b).\n\n         (b)  ARBITRATION.  Any controversy, dispute or claim arising out of or\nrelating in any way to this Agreement or the Ancillary Agreements or the\ntransactions arising hereunder or thereunder that cannot be resolved by\nnegotiation pursuant to Section 29(a), including any controversy, dispute or\nclaim relating to any alleged breach or violation hereof or thereof by a party\nhereto, or the scope, interpretation, validity or termination hereof or thereof,\nshall, except as otherwise provided in Section 2(b), be settled exclusively by\narbitration in accordance with and subject to the principles and provisions set\nforth on SCHEDULE 29(b) attached hereto.\n\n                             *    *    *    *    *\n\n                                         -67-\n\n\n\n         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly\nexecuted as of the date first written above.\n\n\n                                  FMC CORPORATION\n\n                                  By:  \/s\/ J. Paul McGrath\n                                       ------------------------------\n                                       Name:  J. Paul McGrath\n                                       Title: Senior Vice President\n\n\n                                  HARSCO CORPORATION\n\n                                  By:  \/s\/ Leonard A. Campanaro\n                                       ------------------------------\n                                       Name:  Leonard A. Campanaro\n                                       Title: Sr. Vice President &amp; CFO\n\n\n\n                                  HARSCO UDLP CORPORATION\n\n                                  By:  \/s\/ Leonard A. Campanaro\n                                       ------------------------------\n                                       Name:  Leonard A. Campanaro\n                                       Title: Treasurer\n\n\n                                  IRON HORSE ACQUISITION CORP.\n\n                                  By:  \/s\/ Allan M. Holt\n                                       ------------------------------\n                                       Name:  Allan M. Holt\n                                       Title: President\n\n\n                                         -68-\n\n\n\n                                   LIST OF EXHIBITS\n\nExhibit 2(a)(i)    -    Form of Opinion of Buyer's Counsel\nExhibit 2(a)(ii)   -    Form of Opinion of Each Seller's Counsel\nExhibit 6(c)       -    Escrow Agreement\nExhibit 8(k)       -    Transition Services Agreement\nExhibit 8(l)       -    Technology and Environmental Services Agreement\nExhibit 8(m)       -    Lease\nExhibit 8(n)-1     -    FMC Intellectual Property Agreement\nExhibit 8(n)-2     -    Harsco Intellectual Property Agreement\nExhibit 10m        -    Foreign Affiliates' June 30, 1997 Balance Sheets\n\n                                         -69-\n\n\n\n                                  LIST OF SCHEDULES\n\n\nSchedule 2(b)      -    Adjustment Principles\nSchedule 3(a)(v)   -    Material Adverse Changes\nSchedule 4C(a)(ii) -    Certain Conflicts\nSchedule 4C(b)     -    Purchase Rights\nSchedule 4C(c)-1   -    Subsidiaries\nSchedule 4C(c)-2   -    Foreign Affiliates\nSchedule 4C(d)     -    Financial Statements\nSchedule 4C(e)     -    Permitted Liens\nSchedule 4C(f)-1   -    Owned Real Property\nSchedule 4C(f)-2   -    Leased Real Property\nSchedule 4C(g)     -    Intellectual Property and Intellectual Property\n                        Exceptions\nSchedule 4C(h)     -    Material Contracts\nSchedule 4C(i)     -    Litigation\nSchedule 4C(j)     -    Compliance with Laws\nSchedule 4C(k)     -    ERISA Exceptions\nSchedule 4C(k)-1   -    UDLP Employee Benefit Plans\nSchedule 4C(k)-2   -    FMC Employee Benefit Plans\nSchedule 4C(l)     -    Taxes\nSchedule 4C(m)     -    Insurance Policies\nSchedule 4C(n)     -    Environmental Compliance\nSchedule 4C(o)     -    Undisclosed Liabilities\nSchedule 4C(p)     -    Subsequent Events\nSchedule 4C(q)     -    Government Contracts\nSchedule 4C(r)     -    Labor Relations\nSchedule 4C(u)-1   -    Loss Contracts\nSchedule 4C(u)-2   -    Backlog\nSchedule 4C(v)     -    Customers, Distributors and Suppliers\nSchedule 4C(w)     -    Dividends by Foreign Affiliates\nSchedule 5(b)      -    Permitted Conduct\nSchedule 5(e)      -    Employees Not To Be Solicited\nSchedule 5(g)      -    FMC Resource Transfer\nSchedule 6(c)      -    Commitment Letters\nSchedule 7(e)      -    Guaranties\nSchedule 7(f)      -    Retained Assets and Liabilities\nSchedule 8(f)(ii)  -    Remediation Reports\nSchedule 8(h)(i)   -    Transferred Employees\nSchedule 8(h)(iii) -    Actuarial Assumptions and Methods\nSchedule 8(h)(v)   -    UDLP Severance Plan\nSchedule 8(h)(xii) -    Incentive Payments and Severance Payments\nSchedule 29(b)     -    Arbitration Principles\n\n                                         -70-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7728,9167],"corporate_contracts_industries":[9477,9455],"corporate_contracts_types":[9622,9627],"class_list":["post-43513","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-harsco-corp","corporate_contracts_companies-united-defense-industries-inc","corporate_contracts_industries-aerospace__vehicles","corporate_contracts_industries-manufacturing__metal","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43513","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=43513"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43513"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43513"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43513"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}